Last Updated: December 18, 2020
TERMS OF AGREEMENT
The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between the Tanium company (“Tanium”) and the vendor (the “Supplier”) identified in the Purchase Order. Tanium’s submission of the Purchase Order is conditioned on Supplier’s agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgment, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on Tanium’s agreement to such different or additional terms. Supplier’s electronic acceptance, acknowledgment of the Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions. As an offer, this Purchase Order expressly limits acceptance to its terms and conditions, and notification of objection to any different or additional terms in any response to this offer from the Supplier is hereby given. The Purchase Order does not constitute a firm offer within the meaning of Section 2205 of the California Commercial Code, and may be revoked at any time prior to acceptance. Regardless of its construction as an offer, acceptance, confirmation or use to place orders for goods or services pursuant to an earlier contract, this Purchase Order incorporates by reference all terms of the Uniform Commercial Code providing any protection for a buyer, including, without limitation, all express and implied warranty protection and all buyer’s remedies under the Uniform Commercial Code. Notwithstanding the foregoing, if a master agreement covering procurement of the Work described in the Purchase Order exists between Supplier and Tanium, the terms of such master agreement shall prevail over any inconsistent terms herein.
1.1 “Deliverables” means the deliverables specified in the Purchase Order (and/or any Statement of Work) to be delivered on or before the Delivery Date.
1.2 “Delivery Date” means the date or dates specified in the Purchase Order (and/or any Statement of Work) by which the Supplier is required to deliver the Work.
1.3 “Harmful Code” means any software intentionally designed to (i) disrupt, disable, harm, or impede operation, or (ii) impair operation based on the lapse of time, including but not limited to viruses, worms, time bombs, time locks, drop-dead devices, access codes, security keys, back doors, or trap door devices.
1.4 “Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof; (ii) trademark and trade name rights and similar rights; (iii) trade secret rights;(iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
1.5 “Preexisting Materials” means any Intellectual Property Rights or tangible personal property of Supplier or Tanium created before the date of this Purchase Order or outside the scope of this Purchase Order.
1.6 “Products” means tangible goods specified in the Purchase Order to be delivered by the Supplier on or before the Delivery Date.
1.7 “Services” means the services specified in the Purchase Order that Supplier provides to Tanium.
1.8 “Statement of Work” or “SOW” means the document specifying, without limitation, the scope, objective, and time frame of the Work that Supplier will perform for Tanium.
1.9 “Subcontractor” means a third-party performing Work under an agreement, a subcontract, with Supplier.
1.10 “Third Party Intellectual Property” means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.
1.11 “Supplier Personnel” means Supplier’s employees, consultants, agents, independent contractors and Subcontractors.
1.12 “Work” means the Deliverables, Products and Services specified in the Purchase Order, including any SOW.
2.1 Time is of the essence in Supplier’s performance of its obligations under the Purchase Order. Supplier will immediately notify Tanium if Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed. Tanium’s acceptance of Supplier’s notice will not constitute Tanium’s waiver of any of Supplier’s obligations or of any of Tanium’s rights.
2.2 If Supplier delivers Work after the Delivery Date, Tanium may reject such Work.
2.3 Tanium will hold any Products rejected under this Purchase Order at Supplier’s risk and expense, including storage charges, while awaiting Supplier’s return shipping instructions. Supplier will bear all return shipping charges, including without limitation, insurance charges Tanium incurs on Supplier’s behalf. Tanium may, in its sole discretion, destroy or sell at a public or private sale any rejected Products for which Tanium does not receive return shipping instructions within a reasonable time, and apply the proceeds, if any, first toward any storage charges.
2.4 Supplier will preserve, pack, package and handle the Deliverables and Products so as to protect the Deliverables and Products from loss or damage and in accordance with best commercial practices in the absence of any specifications Tanium may provide. Without limiting the foregoing, Supplier shall observe the requirements of any local laws and regulations relating to hazardous work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.
2.5 Supplier will include with each delivery of Products a packing list identifying the Purchase Order number, the part number for each of the Products (if applicable), a description and the quantity of each of the Products, and the date of shipment.
2.6 Unless Tanium expressly instructs otherwise, Supplier will deliver all Work to Tanium at the address set forth in the Purchase Order. Supplier assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, costs, taxes and insurance. Risk of loss for the Deliverables and Products does not pass to Tanium until acceptance in accordance with Section 6.
3. PRICE AND PAYMENT
3.1 Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed Supplier will break- out all such taxes and other charges in its invoices. For the avoidance of doubt, taxes do not include any taxes payable by Supplier for its employees or for its net income. Supplier shall use its best efforts to assist Tanium in all legal efforts to minimize the taxes resulting from the performance of this Purchase Order.
3.2 If sales and use tax is applicable, Supplier shall itemize the tax charge on invoice by delivery location(s). Supplier shall also accurately specify the delivery method and delivery location(s) on the invoice. Tanium will only pay applicable VAT/GST upon receiving a valid tax invoice that meets all relevant tax authority’s requirements. In the case of Supplier’s failure to charge applicable taxes at the time of invoice, Supplier shall take full responsibility for payment of taxes to taxing authorities and will not hold Tanium liable for any additional taxes thereafter and in case of audit.
3.3 If withholding taxes apply and Tanium is required to withhold any amounts from payments to Supplier hereunder as prescribed by law, Tanium shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly within sixty (60) calendar days of the payment date, furnish Supplier a certificate for tax deducted at source for which Supplier may be eligible to claim tax credit in its country of tax residency.
3.4 Tanium will pay Supplier the price in accordance with the payment terms and currency set forth in the Purchase Order following the later of: (i) the Delivery Date; (ii) the date of Tanium’s acceptance of all of the Work; or (iii) Tanium’s receipt of a properly prepared invoice. A properly prepared invoice must include the Purchase Order number and, if required in the Purchase Order, Supplier’s certification of conformance of the Work to the requirements. Tanium may, at any time, set-off any amounts Supplier owes Tanium against any amounts Tanium owes to Supplier or any of its affiliated companies. Under no circumstances shall Tanium pay or advance funds to Supplier, nor shall Supplier accept such funds, other than in accordance with a valid and applicable Purchase Order for services rendered.
4. OWNERSHIP AND LICENSE
4.1 Unless otherwise specified in an SOW and except as provided in Section 5.2, Tanium is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Tanium all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights.
4.2 Unless otherwise specified in an SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Tanium a perpetual, irrevocable, worldwide, transferable, royalty- free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier’s Preexisting Materials in the Deliverables to the extent necessary for Tanium’s exercise and exploitation of its rights in the Deliveravles.
4.3 Unless otherwise specified in an SOW, Supplier hereby obtains and assigns to Tanium a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above licenses to Tanium upon Tanium’s request.
5. INSPECTION AND ACCEPTANCE
Tanium may reject any or all of the Work which does not conform to the applicable requirements within ten (10) business days of Supplier’s delivery of the Work. At Tanium’s option, Tanium may (i) return the non- conforming Work to Supplier for a refund or credit; (ii) require Supplier to replace the non-conforming Work; or (iii) repair the non-conforming Work so that it meets the requirements and receive a credit representing the value of the repair performed by Tanium. As an alternative to (i) through (iii), Tanium may accept the non-conforming Work conditioned on Supplier providing a refund or credit in an amount Tanium reasonably determines to represent the diminished value of the non-conforming Work. Tanium’s payment to Supplier for Work prior to Tanium’s timely rejection of such Work as non-conforming will not be deemed as acceptance by Tanium.
6.1 As used in this Section 7, “Change” means a change to the Work that either party directs or causes within the general scope of this Purchase Order, the applicable SOW, or
6.2 If Tanium or Supplier requests a Change, then the party seeking the Change shall propose the applicable changes by written Within forty-eight (48) hours of receipt of the written notice, each party’s project leads shall meet, either in person, or via telephone conference, to discuss and agree upon the proposed Changes. Supplier will prepare a change order describing the proposed Change and the applicable change in fees and expenses, if any (each, a “Change Order”). Change Orders are not binding unless and until they are executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Purchase Order.
7. REPRESENTATIONS AND WARRANTIES
7.1 Supplier represents and warrants that:
(i) it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order in a timely, workmanlike, and professional manner;
(ii) it has the right and unrestricted ability to assign the Work and to license the Preexisting Materials to Tanium including, without limitation, the right to assign any Work performed by Supplier Personnel and the right to license any Third Party Intellectual Property incorporated in Preexisting Materials to Tanium;
(iii) the Work, and Tanium’s use of the Work, do not and will not infringe upon any Third Party Intellectual Property Rights, right of publicity or privacy, or any other proprietary rights, whether contractual, statutory or common law;
(iv) it will not disclose to Tanium, bring onto Tanium’s premises, or induce Tanium to use any confidential or proprietary information that belongs to anyone other than Tanium or Supplier;
(v) software supplied by Supplier does not contain any Harmful Code;
(vi) the Work conforms to Tanium’s specifications, Supplier’s quotation or proposal, and Supplier’s websites, brochures or catalogs, and if none of the foregoing is applicable, then such Work is suitable for the intended use;
(vii) in performing its obligations under this Purchase Order it will comply with any applicable Supplier Code of Conduct that Tanium provides or makes available and ensure that Supplier Personnel performing Work will comply with such Supplier Code of Conduct;
(viii) except to the extent Supplier is providing:
(a) Products only;
(b) Services from a Supplier location; or
(c) Services in relation to marketing, education, or a sales related event at a third party site, Supplier and Supplier’s Personnel have read and will comply with policies that Tanium provides or makes available;
(ix) it will not use or disclose any information that may identify an individual (“Personal Data“) that is processed for or on behalf of Tanium, except to the extent necessary to perform under this Purchase Order;
(x) only to the extent that Supplier actually processes Personal Data it will:
(a) implement and maintain appropriate technical and organizational measures and other protections for Personal Data (including, without limitation, not loading any Personal Data provided to Supplier on (a) any laptop computers or
(b) any portable storage media that can be removed from Supplier’s premises unless, in each case, (i) such data has been encrypted and (ii) such data is loaded onto portable storage media solely for the purpose of moving such data to off- site storage),
(c) enter into a Data Processing Agreement with Tanium which will be incorporated into this Purchase Order, and
(xi) comply with all instructions or other requirements provided or issued by Tanium from time to time relating to Personal Data;
(xii) it will not transfer Personal Data across any country border unless it is (a) strictly unavoidable for the proper performance under this Purchase Order, and (b) notified to Tanium in writing prior to any such it will not provide Tanium with Personal Data of any third party or its own employees. Notwithstanding the foregoing, if Supplier does provide Tanium with any Personal Data, Supplier must first notify Tanium and further represents and warrants that it has obtained the necessary consent to provide that Personal Data to Tanium and to allow Tanium to use, disclose, and transmit such Personal Data on a worldwide basis among Tanium and its affiliates in connection with this Purchase Order.
7.2 Tanium warrants and represents to Supplier that it has the full power to enter into this Purchase Order and to perform its obligations under this Purchase Order.
7.3 TO THE EXTENT ALLOWED BY APPLICABLE LAW, NO OTHER WARRANTIES ARE MADE, EITHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. NO PARTNERSHIP OR EMPLOYEE RELATIONSHIP
8.1 Independent Contractors. Nothing in this Purchase Order is intended, or shall be construed, to create a partnership, joint venture, or employer-employee relationship between the parties. Except as otherwise expressly stated in an SOW, Supplier has no authority to act on behalf of or to enter into any contract, incur any liability, or make any representation on behalf of Tanium.
8.2 Performance of Work. Except as otherwise expressly stated in an SOW, Supplier will secure all licenses and permits, and supply all tools and equipment, necessary to perform the Services.
8.3 No Employee Relationship. Supplier will not be entitled to any of the compensation or benefits that Tanium may make available to its employees including, but not limited to, group health or life insurance, stock options or other equity compensation, profit sharing, or retirement benefits.
8.4 Supplier’s Tax and Benefits Obligations. Supplier is solely responsible for all taxes and withholdings, severance and redundancy pay, benefits (including, without limitation, vacation, sick leave, holidays, pension or profit sharing contributions, stock options, etc.), and other similar obligations, whether statutory or otherwise, with respect to payments made or owed by Supplier relating to Supplier Personnel and the performance of all its Work and its receipt of fees under this Purchase order.
8.5 Indemnification. In addition to any other indemnity obligations, Supplier will defend, indemnify, and hold Tanium harmless from any and all claims made by any person or any entity on account of an alleged failure to satisfy any obligation specified in Sections 9.3 and 4.
8.6 Removal of Supplier Personne At Tanium’s direction, Supplier will remove any Supplier Personnel from performance of Services. Supplier is liable for the acts and omissions of Supplier’s Personnel.
9. ASSIGNMENT AND SUBCONTRACTING
9.1 Supplier may not assign any of its rights or delegate any of its obligations under the Purchase Order without Tanium’s prior written consent, which Tanium will not unreasonably withhold. Tanium may, at its option, void any attempted assignment or delegation undertaken without Tanium’s prior written consent.
9.2 Supplier may not subcontract any of its rights or obligations under this Purchase Order without Tanium’s prior written consent. If Tanium consents to the use of a Subcontractor, Supplier will: (i) guarantee and will remain liable for the performance of all subcontracted obligations; (ii) indemnify Tanium for all damages and costs of any kind, subject to the limitations in Section 13 (Indemnification), incurred by Tanium or any third party and caused by the acts and omissions of Supplier’s Subcontractors, and (iii) make all payments to its Subcontractors. If Supplier fails to timely pay a Subcontractor for work performed, Tanium will have the right, but not the obligation, to pay the Subcontractor and offset any amount due to Supplier by any amount paid to the Subcontractor. Supplier will defend, indemnify and hold Tanium harmless for all damages and costs of any kind, without limitation, incurred by Tanium and caused by Supplier’s failure to pay a Subcontractor.
9.3 To the extent allowed by applicable law, no person who is not a party to Purchase Order shall be entitled to enforce or take the benefit of any of its terms whether as a result of applicable legislation, custom or otherwise.
10. TERM AND TERMINATION
10.1 The Purchase Order will remain in effect with respect to any SOW issued prior to expiration of the term of the Purchase Order until such SOW is either terminated or the Work is completed and accepted.
10.2 Tanium may terminate this Purchase Order, any SOW, or both at any time, for no reason or for any reason, upon written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform Tanium of the extent to which it has completed performance of the Work as of the date of the notice, and Supplier will collect and deliver to Tanium whatever Work then exists. Tanium will pay Supplier for all Work performed and accepted through the effective date of the termination, provided that Tanium will not be obligated to pay any more than the payment that would have become due had Supplier completed and Tanium had accepted the Work. Tanium will have no further payment obligation in connection with any termination.
10.3 Either party may terminate the Purchase Order, any SOW or both, immediately by delivering written notice to the other party upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either party makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law, if such proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidating, dissolving, or ceasing to do business in the ordinary course.
10.4 Tanium may immediately terminate the Purchase Order upon written notice to Supplier if there is a change in ownership representing twenty percent (20%) or more of the equity ownership of Supplier.
10.5 Either party may terminate this Purchase Order, any SOW or both, immediately by delivering written notice to the other party for any material breach not cured within thirty (30) days of receipt of notice of the breach. Notwithstanding Section 11.2 above, Tanium shall have no further payment obligation to Supplier under this Purchase Order if Tanium terminates the Purchase Order under this Section 5.
10.6 Any obligations or duties which, by their nature, extend beyond the expiration or termination of this Purchase Order shall survive the expiration or termination of this Purchase Order.
11. CONFIDENTIAL INFORMATION AND PUBLICITY
11.1 In this Purchase Order, “Confidential Information” means the terms and conditions of this Purchase Order, the existence of discussions between the parties, any and all documents, software, reports, data, records, forms and other materials obtained by one party (the “Receiving Party”) from the other party (the “Disclosing Party”), or at the request or direction of the Disclosing Party in the course of performing the Work: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential.
11.2 The Receiving Party may use the Confidential Information solely for the purpose of furtherance of the Work, as provided in this Purchase Order and shall not disclose the Confidential Information to any third party, other than to its employees, independent contractors, subcontractors, agents and affiliates (together, the “Representatives”) who have a need to have access to and knowledge of the Confidential Information, solely for performing the Work. The Receiving Party shall advise its Representatives who might have access to Confidential Information of the confidential nature thereof and agrees that they shall be bound by terms of confidentiality substantially similar to those of this Purchase Order. The Receiving Party shall be liable for the acts or omissions of its Representatives. Each party shall take appropriate measures by instruction and agreement prior to disclosure to such Representatives to assure against unauthorized use or disclosure. The Receiving Party shall have no obligation with respect to information which (i) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) is, or subsequently becomes, legally and publicly available without breach of this Purchase Order; (iii) is rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; and (iv) is developed by or for the Receiving Party without use of the Confidential Information and such independent development can be shown by documentary evidence. Upon written demand by the Disclosing Party, the Receiving Party shall: (i) cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of demand, and (iii) upon request of the Disclosing Party, certify in writing that the Receiving Party has complied with the obligations set forth in this paragraph.
11.3 Notwithstanding any other provision of this Purchase Order, disclosure of Confidential Information shall not be precluded if such disclosure is in response to a valid order of a court or other governmental body of the United States or any political subdivision thereof or is otherwise required by law; provided, however, that the Receiving Party shall first have given written notice to the Disclosing Party and give the Disclosing Party the opportunity to obtain a protective order or otherwise limit the disclosure.
11.4 Each party shall retain all right, title and interest to its own Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or thereafter may be obtained by such party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not reverse-engineer, decompile, or disassemble any software disclosed to it and shall not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of Confidential Information it obtains from the Disclosing Party. WITHOUT PREJUDICE TO THE EXPRESS WARRANTIES PROVIDED ELSEWHERE IN THIS PURCHASE ORDER, CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT, SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.
11.5 Supplier shall obtain Tanium’s written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a Supplier to Tanium.
12.1 As used in this Section 13, a “Claim” is any claim, demand, loss, damage, liability, cost or expense (including professional fees and costs as incurred) for which one party (the “Indemnifying Party”) may be obligated to defend, indemnify and hold the other party (the “Indemnified Party”) harmless.
12.2 Supplier shall defend, indemnify and hold Tanium harmless from and against any and all Claims as incurred, arising out of or in connection with any (i) act or omission of Supplier (including Supplier Personnel) in the performance of the Work; or (ii) any infringement of Third Party Intellectual Property Rights or any other rights; or (iii) personal injury (including death) or damage to tangible property (not including lost or damaged data).
12.3 The Indemnified Party will provide the Indemnifying Party with prompt written notice of any Claim and permit the Indemnifying Party to control the defense, settlement, adjustment, or compromise of any Claim. The Indemnified Party may employ counsel at its own expense to assist it with respect to any Claim. The Indemnifying Party will have no authority to settle any Claim on the Indemnified Party’s behalf.
12.4 If a third party enjoins or interferes with Tanium’s use of any Work, then in addition to Supplier’s obligations under Section 2, Supplier will use its best efforts to (i) obtain any licenses necessary to permit Tanium to continue to use the Work; (ii) replace or modify the Work as necessary to permit Tanium to continue to use of the Work; or if (i) and (ii) are not commercially reasonable, then (iii) promptly refund to Tanium the amount paid for any Work for which a third party enjoins or interferes with Tanium’s use of the Work.
12.5 Nothing in this Section shall limit any other remedy of the parties.
13.1 NOTWITHSTANDING ANYTHING ELSE IN THE PURCHASE ORDER OR OTHERWISE, TANIUM WILL NOT BE LIABLE TO SUPPLIER WITH RESPECT TO THE SUBJECT MATTER OF THE PURCHASE ORDER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE AMOUNT TANIUM PAID TO SUPPLIER IN THE SIX MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH LIABILITY.
13.2 IN NO EVENT WILL TANIUM BE LIABLE TO SUPPLIER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THE PURCHASE ORDER, WHETHER OR NOT TANIUM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
13.3 THE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. NOTHING IN THE PURCHASE ORDER LIMITS EITHER PARTY’S LIABILITY FOR BODILY INJURY OF A PERSON, DEATH, OR PHYSICAL DAMAGE TO PROPERTY OR ANY LIABILITY WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
Supplier will secure and maintain insurance providing coverage for liabilities to third parties for bodily injury (personal injury) and damage to property in amounts sufficient to protect Tanium in the event of such injury or damage, and will be in compliance with any and all laws, regulations or orders addressing the liabilities of an employer to its employees for injuries and disease suffered. Supplier further will maintain such additional types and limits of insurance as is customary for a company of similar size and similar operations to Supplier in the jurisdiction or jurisdictions in which Supplier’s operations take place.
15. COMPLIANCE WITH LAWS
Supplier represents and warrants that it will comply with all applicable laws and regulations pertaining to its performance of its obligations under this Purchase Order. In particular and without limitation, Supplier shall not act in any fashion or take any action that will render Tanium liable for a violation of any applicable anti- bribery legislation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010), which prohibits the offering, giving or promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist it them or Tanium in retaining or obtaining business or in performing the Work. Without limiting the foregoing, to the extent that Supplier is a US federal contractor or covered subcontractor as contemplated in accordance with the applicable laws and regulations, then Supplier agrees that this Purchase Order will be subject to the requirements of 41 CFR 60-1.4 and 29 CFR part 471, Appendix A to Subpart A, and the requirements of 41 CFR 60-300.5(a) and 41 CFR 60- 741.5(a), which are incorporated herein by reference. The latter two regulations prohibit discrimination against qualified individuals on the basis of protected veteran status and disability and require affirmative action to employ and advance in employment protected veterans and qualified individuals with disabilities. Supplier’s failure to comply with this provision shall constitute a material breach of this Purchase Order.
16. GOVERNING LAW
The Purchase Order will be construed in accordance with, and all disputes will be governed by, the laws of the State of Washington, without regard to its conflict of laws rules. The parties specifically waive application of the UN Convention on Contracts for the International Sale of Goods. Supplier irrevocably consents to the personal jurisdiction of the state and federal courts in and for King County, Washington, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.
17.1 Any notice to be given under the Purchase Order will be in writing and addressed to the party at the address set forth below, with a copy to be sent to the address stated in the front of the Purchase Order in the “Bill To” section. Notices will be deemed given and effective: (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; (iii) if sent by electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal; or (iv) if sent by certified or registered mail, within five days of deposit in the mail.
2100 Powell St. Suite 300
Emeryville, CA 94608
ATTN: Legal Department
17.2 If there is a conflict between or among the Purchase Order and any documents attached to and incorporated by reference, the conflict will be resolved as follows:
(i) A conflict between the terms of the Purchase Order and those set forth in an exhibit or hyperlink will be resolved in favor of the Purchase Order.
(ii) A conflict between the terms of the Purchase Order and those set forth in an SOW will be resolved in favor of the SOW.
(iii) A conflict between the terms of an exhibit or hyperlink and those set forth in an SOW will be resolved in favor of the SOW.
17.3 If any court of competent jurisdiction holds that any provision of the Purchase Order is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of the Purchase Order will not be affected or impaired, and all remaining terms of this Purchase Order remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties.
17.4 A party’s election not to insist on strict performance of any requirement of the Purchase Order will not operate or be construed to waive any future omission or breach, or any other provision of the Purchase Order.