DISTILLERY SUPPLIER STANDARD TERMS AND CONDITIONS
(NORTH AMERICA)
These Terms and Conditions form the basis of the agreement between Distillery USA Inc., as identified in the applicable Purchase Order ("Client"), and the supplier identified in the applicable Purchase Order ("Supplier"). All services provided by Supplier will be on these conditions to the exclusion of all other terms (including any terms Supplier purports to apply under any purchase order, confirmation of order, specification, catalogue or other document).
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions.
1.1.1 “Agreement” shall mean these terms and conditions.
1.1.2. “Business Day” means a day (other than a Saturday, Sunday or public holiday in the United States of America) on which banks in the United States of America are open for general business.
1.1.3. “Employment Losses” means all costs, claims, liabilities and expenses of any nature (including, without prejudice to the foregoing generality, in relation to negligence claims by any third party, wrongful termination, unlawful discrimination or harassment, breach of contract, wage-and-hour claims (including unpaid overtime, minimum wage, or unlawful deductions), and any claim under applicable federal, state, provincial or local employment or human rights legislation) arising out of the employment of any Personnel or the termination thereof (as the case may be).
1.1.4 “End Client” means any third party with whom Client has a contractual or other business relationship in respect of the provision of the Services.
1.1.5. “Intellectual Property Rights” shall include all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any media (existing now or in the future) in any part of the world.
1.1.6. “Personnel” means any individual engaged or supplied by Supplier to perform all or any part of the Services.
1.1.7. “Purchase Order” means the document setting out the order details made by Client for the Services.
1.1.8. “Services” shall mean the services to be performed or carried out by Supplier under this Agreement and as set out in the Purchase Order.
1.1.9. “Works” shall mean all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software programs, inventions, ideas, discoveries, developments, improvements or innovations and all materials embodying them in whatever form, including but not limited to hard copy and electronic form, prepared by Supplier or the Personnel in connection with the provision of the Services.
1.2. Interpretation.
1.2.1. If applicable, references to the End Client shall mean Client's client and shall include, where appropriate, any person or organisation for whom Supplier and/or the Personnel shall perform the Services (as detailed in any Purchase Order).
1.2.2. In this Agreement:
1.2.2.1. where the context so admits, references to the singular shall include the plural and references to the masculine shall include the feminine and in each case vice versa.
1.2.2.2. references to any legislation shall be references to such legislation as may be amended or re-enacted from time to time.
1.2.2.3 headings are for ease of reference only and shall not affect the interpretation of any part of this Agreement.
1.2.3. Where there is any inconsistency between any provision in these terms and conditions and any provision of a Purchase Order, the latter shall prevail.
2. GENERAL.
2.1. Nothing in this Agreement shall be construed to mean that any Personnel is an employee of Client or the End Client.
2.2. It is hereby declared that it is the intention of the parties that this Agreement is a contract for services and Supplier shall be responsible for all income tax liabilities and self-employment taxes, and any applicable federal, state, provincial or other payroll-related contributions (including, in the United States, FICA/Social Security and Medicare contributions) in respect of the fees payable under this Agreement and Supplier hereby indemnifies Client in respect of any claims that may be made by the relevant tax authorities against Client in respect of income tax or such other taxes or contributions relating to the Services hereunder.
3. DURATION AND TERMINATION.
3.1. This Agreement shall commence on the date specified in the Purchase Order and shall continue unless terminated by either party in accordance with the remaining provisions of this clause 3.
3.2. Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if:
3.2.1. the other party commits a material breach of its obligations under this Agreement and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing of the breach;
3.2.2. the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
3.2.3. the other party is considered to be insolvent, is in the process of winding up, goes into administration, becomes bankrupt or is subject to any other similar or equivalent event in any applicable jurisdiction, including proceedings under the U.S. Bankruptcy Code;
3.2.4. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
3.2.5. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes subject to a court-appointed guardianship, conservatorship or similar protective proceeding; or
3.2.6. the other party or its Personnel is guilty of any fraud or dishonesty or acts in any manner which brings or is likely to bring either party or its Personnel into disrepute or is materially adverse to the interests of either party.
3.3. Without prejudice to its other rights or remedies, either party may terminate the Agreement by giving the other not less than 30 days' written notice without cause.
4. SERVICES.
4.1. Supplier shall provide the Services for Client under the terms of this Agreement.
4.2. The Supplier warrants that:
4.2.1. it shall provide the Services with reasonable care, skill and diligence and in accordance with all applicable laws, regulations and industry standards;
4.2.2. it shall appoint suitably qualified staff to perform the Services;
4.2.3. it shall, at its own expense, supply everything necessary for the provision of the Services unless otherwise agreed in writing by Client;
4.2.4. it shall not do anything to bring Client’s (or the End Client’s) reputation into disrepute;
4.2.5. it shall notify Client immediately if it becomes aware of any problems relating to the provision of the Services;
4.2.6. its fulfilment of this Agreement and the Services or materials (including the Works) supplied by Supplier pursuant to this Agreement, and the normal use or possession of such materials (including the Works) by Client and/or End Client will not infringe any Intellectual Property Rights of any third party.
4.2.7. it shall not, and shall ensure that its Personnel and any subcontractors do not, engage in any form of modern slavery, forced labour, human trafficking or child labour in the performance of the Services.
4.3. Client does not give any form of guarantee that the Services of Supplier will be required during the period of this Agreement.
4.4. Client is not obliged to offer work to Supplier and Supplier does not have to accept any work offered under this Agreement.
4.5. Supplier shall be free to offer similar services to any other organisation and Client shall be free to accept similar services from any other organisation providing this does not conflict with the provision of the Services under this Agreement.
5. THE SUPPLIER’S OBLIGATIONS.
5.1. Supplier shall provide the Services at such times and at such locations Client and Supplier shall agree from time to time.
5.2. Supplier shall ensure its Personnel perform the Services with all reasonable care and skill, cooperate with Client's staff, and comply with all reasonable requests regarding the scope of the Services, provided that such requests do not interfere with Supplier's autonomy in determining the manner and means of performing the Services.
5.3. Supplier shall ensure that its Personnel comply with any rules set by Client or End Client when working on its premises, including without limitation rules relating to security, health & safety and the environment, to the extent that they are applicable to an independent contractor providing services on Client or End Client's premises.
5.4. Where required, Supplier’s Personnel will submit timesheets in a form to be agreed with Client to provide a record of the work done by the Personnel.
6. LIABILITY, INDEMNITY AND INSURANCE.
6.1. Supplier acknowledges, understands and agrees that Client will have obligations to End Clients in respect of the performance of the Services by Supplier and that Client has entered into this Agreement in reliance upon a warranty and representation from Supplier that it will perform the Services competently at all times.
6.2. Supplier shall, at the tier applicable to its engagement as set out in Schedule A (Insurance Requirements), throughout the period of this Agreement and for a period of three (3) years after the termination of this Agreement, maintain the insurance policies specified for that tier, each with the minimum indemnity limits set out in Schedule A, and comply with all terms and conditions of such policies at all times. Client shall notify Supplier in writing of the applicable tier at or before the date of the relevant Purchase Order. Supplier shall, on Client's request, produce the insurance certificate giving details of cover and the receipt for the current year's premium, and shall name Client as an additional insured where commercially available to do so.
6.3. Supplier shall be liable for and shall fully indemnify Client and/or the End Client for any loss, damage, injury (including personal injury or death), liability or costs (including legal costs) incurred by Client and/or the End Client arising in connection with the provision of the Services.
6.4. Supplier shall be liable for and indemnify and hold Client harmless from all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Client as a result of or in connection with any claim made against Client in respect of any liability, loss, damage, injury (including personal injury or death), cost or expense sustained by Client, Client’s employees or agents or by the End Client or other third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the provision of the Services or is otherwise as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of this agreement by Supplier.
6.5. Subject to clause 6.6, Client shall under no circumstances whatever be liable to Supplier and its Personnel, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Agreement.
6.6. Nothing in these terms and conditions shall limit or exclude any party’s liability for:
6.6.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
6.6.2. fraud or fraudulent misrepresentation.
6.7. Notwithstanding clauses 6.3 and 6.4, and except in respect of liability arising from: (a) Supplier's fraud, wilful misconduct or gross negligence; (b) breach of clause 8 (Confidential Information), including any data breach; (c) breach of clause 9 (Intellectual Property); (d) death or personal injury caused by Supplier's negligence; (e) the indemnities contained in this Agreement relating to employment status, tax withholding, anti-corruption and sanctions compliance; or (f) any other liability which cannot lawfully be limited or excluded, Supplier's aggregate liability to Client and/or the End Client arising out of or in connection with this Agreement in any twelve (12) month period shall not exceed the greater of: (i) two (2) times the fees paid or payable under the applicable Purchase Order during the twelve (12) months preceding the event giving rise to the claim; or (ii) US$1,000,000.
7. PAYMENT.
7.1. Client shall pay to Supplier the fees as set out in the Purchase Order.
7.2. Any applicable sales, use or similar taxes imposed by law shall be payable in addition to the fees.
7.3. Supplier shall submit invoices for Services provided under this Agreement on a periodic basis as set out in each Purchase Order.
7.4. Client shall pay all undisputed invoices within 30 days after receipt.
7.5. If Client fails to pay any undisputed invoice by its due date, interest shall accrue on the overdue amount from the due date until paid in full at the lesser of 1.5% per month or the maximum rate permitted by applicable law.
8. CONFIDENTIAL INFORMATION.
8.1. Supplier agrees and shall ensure that the Personnel agree to treat as confidential and not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any information in whatever form (whether or not recorded in documentary form or stored on any magnetic or optical disk or memory) relating to Client or End Client's productions, technology, technical processes, business affairs or finances or any such information relating to an associate, supplier, customer or client of Client or End Client where knowledge or details of the information was received during the period of this Agreement.
8.2. The obligations in this clause 8 shall not apply to information which: (a) is or becomes publicly available other than through breach of this Agreement; (b) was already lawfully in Supplier's possession without any obligation of confidence prior to disclosure by Client; (c) is independently developed by Supplier without reference to or use of the confidential information; or (d) is required to be disclosed by law, regulation, or a competent court, government agency, or regulator, provided that Supplier gives Client prior written notice of such requirement where legally permitted to do so.
8.2.1. Notwithstanding clause 8.1, Supplier is hereby notified, pursuant to 18 U.S.C. § 1833(b), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.3. To the extent Supplier processes personal information in connection with the Services, Supplier shall: (a) comply with all applicable data protection and privacy laws, including, as applicable, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), other applicable U.S. state privacy laws; (b) implement and maintain reasonable administrative, technical and physical safeguards to protect such personal information against unauthorized access, use or disclosure; (c) notify Client without undue delay, and in any event within 24 hours of becoming aware, of any actual or suspected data breach involving such personal data, providing sufficient information to allow Client to meet its own regulatory notification obligations. Supplier shall maintain commercially reasonable cybersecurity safeguards including: multifactor authentication; endpoint protection; patch management; and access controls. Supplier shall cooperate fully with Client in investigating, remediating and responding to any actual or suspected data breach or security incident.
9. INTELLECTUAL PROPERTY.
9.1. Supplier acknowledges that all Intellectual Property Rights associated with or deriving from the Works are and shall remain vested absolutely in the End Client or Client (as appropriate).
9.1.1. To the extent any of the Works constitute a “work made for hire” under the United States Copyright Act, 17 U.S.C. § 101, such Works shall be deemed works made for hire, with Client (or End Client, as appropriate) deemed the author and owner thereof. To the extent any Works do not qualify as works made for hire, Supplier hereby assigns, and shall procure that the Personnel assigns, all right, title and interest in such Works to Client (or End Client, as appropriate) as set out in this Clause 9.
9.2. Supplier warrants to Client that it has obtained from the Personnel a written and valid assignment of all existing and future Intellectual Property Rights in the Works and of all materials embodying such rights and a written irrevocable waiver of all the Personnel’s statutory moral rights in the Works to the fullest extent permissible by law and that the Personnel has agreed to hold on trust for Client or the End Client (as appropriate) any such rights in which the legal title has not passed (or will not pass) to Client or the End Client. Supplier agrees to provide Client with a copy of this assignment on or before the date of this Agreement.
9.3. Supplier hereby assigns to Client all existing and future Intellectual Property Rights in the Works and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this agreement, Supplier holds legal title in such rights on trust for Client or the End Client (as appropriate).
9.4. The Supplier undertakes to Client:
9.4.1. to notify Client in writing full details of all Works promptly on their creation;
9.4.2. whenever requested to do so by Client and in any event on the termination of this Agreement, promptly to deliver to Client all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in Supplier’s or Personnel’s possession, custody or power;
9.4.3. not to register nor attempt to register any of the Intellectual Property Rights in the Works, unless requested to do so by Client; and
9.4.4. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works has passed, or will pass, to Client or the End Client (as appropriate), and confirms that the Personnel has given written undertakings in the same terms to Client.
9.5. Supplier undertakes to execute all documents, make all applications, give all assistance and do all acts and things, at the expense of Client and at any time either during or after this Agreement, as may, in the opinion of Client, be necessary or desirable to vest the Intellectual Property Rights in the name of Client or the End Client (as appropriate) and otherwise to protect and maintain the Intellectual Property Rights in the Works. Supplier confirms that the Personnel has given written undertakings in the same terms to Supplier.
9.6. This Clause 9 shall not affect any intellectual property rights belonging to Supplier prior to providing the Services. Supplier shall grant a perpetual, royalty-free licence to Client or End Client in respect of Supplier's intellectual property to the extent necessary for Client or End Client to receive the benefit of the Services.
10. NON-SOLICITATION.
10.1. For the duration of this Agreement and for twelve (12) months after its termination, Supplier shall not and shall ensure that the Personnel shall not without the consent of Client:
10.1.1. solicit, interfere with or endeavour to entice from Client or the End Client any client, customer, contractor or employee with whom Supplier had material contact through the Services during the preceding twelve (12) months;
10.1.2. solicit additional or further work from the End Client with the intention of performing services for the End Client otherwise than directly through Client.
10.2. This clause shall apply only to the maximum extent permitted by applicable law. If any restriction in this Clause 10 is held by a court or tribunal of competent jurisdiction to be void, voidable, illegal or unenforceable, but would be valid, or valid and enforceable, if some part of the restriction were deleted or the period or scope of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid and enforceable. Nothing in this Clause 10 shall apply to the extent restricted or prohibited by applicable law, including, without limitation, the law of the State of California or any other jurisdiction restricting post-termination non-solicitation or non-competition obligations.
11. OBLIGATIONS ON TERMINATION.
11.1. On termination of this Agreement Supplier shall, and shall procure that the Personnel shall:
11.1.1. immediately deliver to Client all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of Client or the End Client or their business contacts, any keys, and any other property of Client or the End Client, which is in Supplier’s or Personnel’s possession or under Supplier’s or Personnel’s control;
11.1.2. irretrievably delete any information relating to the business of Client and the End Client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in Supplier’s or Personnel’s possession or under Supplier’s or Personnel’s control outside the premises of Supplier; and
11.1.3. provide a signed statement that it or the Personnel has complied fully with Supplier’s or Personnel’s obligations under this clause 11.
12. INDEPENDENT CONTRACTOR STATUS.
12.1. The parties intend that Supplier and its Personnel perform the Services solely as independent contractors and not as employees, agents, partners, joint venturers or representatives of Client or any End Client. Supplier shall control the manner and means by which the Services are performed and shall be responsible for all compensation, taxes, insurance and other obligations relating to its Personnel.
12.2. This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly Supplier shall be fully responsible for and shall indemnify Client and/or the End Client for and in respect of payment of the following within the prescribed time limits any income tax, payroll or self-employment taxes and contributions (including, in the United States, FICA/Social Security and Medicare) and any other liability, deduction, contribution, assessment or claim arising from or made in connection with either the performance of the Services or any payment or benefit received by Supplier and/or the Personnel (or their associates) in respect of the Services, where such recovery is not prohibited by law. Supplier shall further indemnify Client and/or the End Client against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by them in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of Client’s or the End Client’s own wilful default.
12.3. Supplier confirms that its Personnel and any other individuals assigned to perform the Services are, and shall remain, employees or contractors of Supplier (or a relevant third party) and not of Client or the End Client. Supplier shall indemnify and hold harmless Client and the End Client against any Employment Losses, or any claim asserting employment, worker, or agency status, brought by any such individual against Client or the End Client arising out of or in connection with the provision of the Services, except to the extent such claim results from Client’s or the End Client’s own act or omission.
12.4. Client may, to the extent permitted by applicable law, satisfy such indemnity (in whole or in part) by deduction from amounts otherwise due to Supplier.
13. FORCE MAJEURE
13.1. Neither party will be liable for any breach of this Agreement by reason of delay or failure to perform any obligation caused by any event of force majeure including Acts of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition, strikes, lockouts or other industrial action or trade union dispute, epidemic, pandemic or other public health emergency, quarantine restriction, action or inaction of any government authority (including any shutdown, lockdown or “shelter-in-place” order), failure of telecommunications or internet infrastructure, power failure or breakdown in machinery or any other event outside the reasonable control of the party affected provided that if the period of delay or non-performance continues for 3 weeks either party may terminate this Agreement by giving 7 days’ notice.
14. USE OF ARTIFICIAL INTELLIGENCE
14.1. For purposes of this Section 14, "AI Tools" means artificial intelligence, machine learning, generative artificial intelligence, large language models and similar automated technologies.
14.2. Supplier shall not use Client Confidential Information, Client intellectual property, End Client intellectual property, or personal information to train, fine tune, retrain, or improve any AI Tools without Client's prior written consent.
14.3. Supplier shall promptly disclose to Client if any material portion of the Services or any deliverable provided under this Agreement is generated or materially assisted by AI Tools. Upon Client's request, Supplier shall identify the nature and extent of such use.
14.4. Supplier represents and warrants that any AI-assisted deliverables: (a) have been reviewed by appropriately qualified Personnel prior to delivery; (b) comply with the requirements of this Agreement; (c) do not knowingly infringe any third-party intellectual property rights; and (d) are not subject to any license, usage restriction or other limitation that would impair Client's or the End Client's intended use of the deliverables.
14.5. Client may direct Supplier not to use AI Tools in connection with particular Services, projects, deliverables, Confidential Information or End Client engagements, and Supplier shall comply with such direction.
14.6. Supplier shall maintain records sufficient to identify any generative AI Tools used in producing a deliverable and shall provide such information to Client upon reasonable request.
14.7. Supplier represents and warrants that no AI-assisted deliverable will be subject to any terms of use, open-source restriction, model provider claim, or other limitation that would prevent Client or End Client from owning, using, modifying, sublicensing or commercializing such deliverable as contemplated by this Agreement.
14.8. Supplier shall remain fully responsible for all Services and deliverables, including any portion generated or materially assisted by AI Tools, and the use of AI Tools shall not limit Supplier's obligations, representations, warranties or indemnities under this Agreement.
15. VARIATIONS.
15.1. No variation to this Agreement shall be valid unless it is in writing and signed by the authorised representatives of both parties.
16. WAIVER.
16.1. No waiver by either party of any provision of this Agreement shall be binding unless it is expressly confirmed in writing.
17. SEVERABILITY.
17.1. If any provision of this Agreement is held to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions of this Agreement.
18. NOTICES.
18.1. Any notice required by this Agreement to be given by either party shall be in writing and shall be served by (a) registered post or recorded delivery to the last known address of the other party, or (b) email to the other party’s last notified email address, and shall be deemed received, in the case of (a), on the date shown on the postal receipt, and in the case of (b), at the time of transmission provided no delivery failure notice is received, or on the next Business Day if sent outside business hours.
19. RIGHTS OF THIRD PARTIES.
19.1. Except as expressly provided in this Agreement, this Agreement does not, and is not intended to, confer any right or benefit on any person who is not a party to it. No third party shall have any right to enforce any term of this Agreement, whether under a third-party-beneficiary theory or otherwise, except as expressly set forth herein.
20. PUBLICITY.
20.1. Supplier shall not identify Client or any End Client, or use Client's or End Client's name, logo, trademarks or service marks, in advertising, publicity, case studies, marketing materials or social media without prior written consent.
21. ENTIRE AGREEMENT.
21.1. This Agreement shall constitute the entire agreement and understanding between the parties in relation to the Services. Supplier acknowledges that in entering into this Agreement it has not relied on any representation, warranty or undertaking given by or on behalf of Client, provided that nothing in this clause shall exclude or limit liability for fraudulent misrepresentation.
22. APPLICABLE LAW.
22.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the State of Delaware without regard to its conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Delaware.
23. COMPLIANCE WITH LAWS; ANTI-CORRUPTION; SANCTIONS.
23.1. Supplier shall comply with all applicable laws in the performance of the Services, including, without limitation, the U.S. Foreign Corrupt Practices Act and applicable trade sanctions and export control laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control.
23.2. Supplier warrants that neither it nor any of its Personnel, officers or directors is a person or entity that is the subject of any applicable trade sanctions, and shall not engage in any transaction prohibited under applicable anti-bribery, anti-corruption, or sanctions laws in connection with the Services.
23.3. Upon reasonable notice, Supplier shall provide reasonable evidence of its compliance with its insurance, information security, data protection and legal compliance obligations under this Agreement.
24. ASSIGNMENT AND SUBCONTRACTING.
24.1. Supplier shall not assign, novate, subcontract or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Client, save that Supplier may subcontract routine or administrative tasks to a third party where Supplier remains fully responsible for such third party’s performance.
24.2. Client may assign or transfer this Agreement, in whole or in part, to any affiliate or to any successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of the relevant assets of Client’s business, upon written notice to Supplier.
25. SURVIVAL.
25.2. Termination of this Agreement, however arising, shall not affect any accrued rights, remedies, obligations or liabilities of either party existing at the date of termination. Any provision of this Agreement which by its nature is intended to survive termination or expiration of this Agreement, including provisions relating to confidentiality, intellectual property, indemnification, payment obligations, restrictive covenants, compliance with laws, dispute resolution and governing law, shall continue in full force and effect following such termination or expiration.
SCHEDULE A - INSURANCE REQUIREMENTS
INSURANCE COVERAGE REQUIREMENTS
Coverage Type
Work Injury Compensation Act
Tier 1: If required by applicable law
Tier 2: Required
Tier 3: Required
Tier 4: Required
Commercial General Liability (CGL)
Tier 1: Recommended
Tier 2: Minimum US$1,000,000
Tier 3: Minimum US$1,000,000
Tier 4: Minimum US$2,000,000
Errors & Omissions
Tier 1: Recommended
Tier 2: Minimum US$1,000,000
Tier 3: Minimum US$1,000,000
Tier 4: Minimum US$2,000,000
Cyber Liability
Tier 1: Not Required
Tier 2: Not Required
Tier 3: Minimum US$1,000,000
Tier 4: Minimum US$2,000,000
TIER DEFINITIONS
Tier 1: Individual freelancers providing services personally with no access to Client or End Client systems or personal data.
Tier 2: Creative, production, marketing, and similar suppliers with limited risk exposure and no material access to Client or End Client systems or data.
Tier 3: Technology, software, hosting, analytics, AI, or data-access suppliers with access to Client or End Client systems or data.
Tier 4: High-risk suppliers handling sensitive, regulated, confidential, or high-volume data, or suppliers providing mission-critical technology, production, or operational services.
GENERAL REQUIREMENTS
Client shall designate the applicable Tier for each engagement on or before issuance of the applicable Purchase Order.
Supplier shall maintain the required insurance coverage throughout the term of the Agreement and for three (3) years following termination or expiration of the Agreement.
All insurance policies shall be issued by insurers of reputable standing authorized to conduct business in the applicable jurisdiction.
Upon reasonable request, Supplier shall provide certificates of insurance or other reasonable evidence of coverage.
Where commercially available, Client may require Supplier to name Client as an additional insured under the General Liability policy.
Supplier's compliance with these insurance requirements shall not limit, reduce, or replace any liability or obligation of Supplier under the Agreement.