不良研究所

These base terms and conditions (which may also be referred to as the 鈥�base terms鈥� or 鈥�Base Terms鈥�) describe 不良研究所鈥檚 minimum requirements for a vendor or service provider and may be attached to different types of commercial contracts, as follows:

1.1 If 不良研究所 engages the Company by issuing a PO referencing these base terms by a URL and there is no other contract between the parties related to the subject matter of the PO, these base terms and any Attachments are incorporated into the PO and together comprise a Contract referred to as a 鈥�PO-Based Contract."

1.2 If 不良研究所 enters into an engagement with the Company by attaching these base terms to an Order or referencing these base terms by URL in an Order (other than a PO), these base terms and any Attachments are incorporated into the Order and together comprise a Contract referred to as a 鈥�Single-Use Contract.鈥� A Single-Use Contract is effective when the Order is signed by both parties.

1.3 If 不良研究所 and Company agree to terms governing one or more present or future Orders, these base terms and any Attachments and Orders referencing the Contract are incorporated into a Contract Cover Sheet and together comprise a Contract referred to as a 鈥�Master Contract.鈥� A Master Contract is effective when the Contract Cover Sheet is signed by both parties.

1.4 If 不良研究所 issues a PO under a Master Contract or Single-Use Contract, the PO describes the quantity, nature, and price of the Goods and Services identified in the PO and the PO鈥檚 base terms linked by URL do not amend the Master Contract or Single-Use Contract.

1.5 If the parties (or their Affiliates) execute separate contracts that govern legal, regulatory, corporate responsibility, and industry requirements that 不良研究所 requires vendors to comply with whether or not in the context of vendor relationships (each a 鈥�Corporate Responsibility Contract鈥�), the Corporate Responsibility Contracts govern this Contract to the extent applicable and, in the event of a conflict between this Contract and a Corporate Responsibility Contract, the Corporate Responsibility Contract will govern. If there is a conflict between Corporate Responsibility Contracts, the conflict will be resolved in the manner that permits 不良研究所 to satisfy its legal, ethical, and commercial requirements and best practices.

1.6 If there is a conflict between the parts of this Contract: (A) an Attachment controls over these base terms; and (B) these base terms and any Attachments, respectively, control over any Order, Contract Cover Sheet, or PO.

1.7 Capitalized terms that are used but not otherwise defined in these base terms have the meaning assigned in the Definitions section. This Contract is not an exclusive arrangement. 不良研究所 is permitted to negotiate and enter contracts with any person for the same or similar activities.

This section applies only to a PO-Based Contract. The PO is an offer to Company from 不良研究所 to purchase Goods and Services described in the PO subject to these base terms and any Attachments. 不良研究所 is permitted to cancel the PO, in whole or in part, before Company accepts the offer. The Contract is formed when Company accepts the offer. Company can accept the offer when it (a) expressly accepts the PO, (b) commences performance of any of the Goods and Services in the PO, or (c) fails to provide to 不良研究所 a written rejection or a written counteroffer within 5 days after the Company鈥檚 receipt of the PO. By accepting the offer, the Company agrees that no Company terms and conditions apply to the Goods and Services and any such terms included with the Goods and Services are void. The Company acknowledges and agrees that 不良研究所 would not engage the Company under any terms other than these base terms. If the PO refers to a project proposal or similar document from the Company, the reference will be limited to the description and quantity of Goods and Services described in the document if included in the PO.

Company will provide the services described in and subject to the Contract. The Company acknowledges that 不良研究所 expects exceptional service, quality, professionalism and support from its vendors, and the Company must therefore provide services in accordance with the highest standards in its industry. Except to the extent expressly provided otherwise in the Contract, Company must perform its Contract obligations entirely within the United States and must not send or make available outside the United States any 不良研究所 information. This section describes the Company鈥檚 minimum obligations with respect to services. An Attachment may provide additional or different terms for services (for example, a Master Services Attachment).

4.1 Company will provide the licenses described in and subject to the Contract. An Order will provide the license terms for any licensed materials, but if Company provides its intellectual property to 不良研究所 and no license is specified, Company hereby grants to 不良研究所 a worldwide, non-sublicensable, fully paid, royalty free license for 不良研究所, its Affiliates, and its third party service providers to use the intellectual property to fulfill the purposes of this Contract and solely for the benefit of 不良研究所 as long as such third party service providers are bound to confidentiality provisions no less stringent than those in the Confidentiality section of this Contract.

4.2 不良研究所 and Company, respectively, own their previously existing or independently created intellectual property and retains their rights to third party intellectual property in their possession. Company assigns to 不良研究所 and will perform all actions necessary to perfect the assignment of each deliverable and all intellectual property rights to any deliverables under the Contract. If protectable by copyright, Company and 不良研究所 agree that deliverables are 鈥渨orks made for hire鈥� in favor of 不良研究所 within the meaning of the United States Copyright Act of 1976. If an Order provides that Company will retain intellectual property rights to materials it creates for 不良研究所, Company hereby grants to 不良研究所 an exclusive right to the intellectual property for 3 years after its acceptance by 不良研究所.

4.3 If Company incorporates its intellectual property into a deliverable, Company grants to 不良研究所 a perpetual, worldwide, assignable license for 不良研究所 and its third-party service providers to use that intellectual property in a manner consistent with 不良研究所's use of the deliverable as described in the Contract (or, at minimum, in a commercially reasonable manner).

4.4 If 不良研究所 provides any of its property to the Company, the Company is permitted to use such material only to perform its Goods and Services and for no other purpose whatsoever. If the Goods and Services include, for example, the use of 不良研究所鈥檚 trademarks to create materials for the public (including 不良研究所 personnel), the Company must seek 不良研究所鈥檚 approval of each such use.

4.5 Company owns any feedback or suggestions made by 不良研究所 only if 不良研究所 submits the feedback or suggestion using a feedback form (such as on a website or within an application) except that (a) the feedback and suggestions are provided "AS IS" and 不良研究所 disclaims all representations and warranties relating thereto, and (b) 不良研究所 retains all intellectual property rights with respect to its confidential information. 不良研究所 retains all rights to any feedback or suggestions submitted any other way.

Company will deliver the goods described in and subject to this Contract. Title to goods will pass to 不良研究所 upon the earlier of (1) delivery at 不良研究所鈥檚 designated facility or destination or (2) payment. Company will bear risk of loss until delivery at 不良研究所鈥檚 designated facility or destination. Company will include a packing slip clearly identifying this Contract (and applicable PO number, if any) with each shipment of goods. 不良研究所鈥檚 count of delivered goods will be deemed final and conclusive for goods delivered without a packing slip. Company will secure the lowest transportation and insurance rates and fulfill any carrier requirements. 不良研究所 will have no obligation to pay drayage, boxing or packing charges except to the extent expressly provided otherwise in the Contract. Company will be responsible for shipping costs for goods that are not shipped as provided for in this Contract, and 不良研究所 is permitted to (a) deduct these costs from amounts it owes to Company or (b) require Company to pay the costs directly. In the absence of specific instructions, Company will ship goods using the most economical mode of commercially reasonable transportation available consistent with the time and handling requirements in the Contract. This section describes the Company鈥檚 minimum obligations with respect to goods. An Attachment may provide additional or different requirements for certain Goods and Services (for example, a Master Purchase Attachment).

不良研究所 has the right to accept or reject Goods and Services. 不良研究所 is permitted to reject Goods and Services that 不良研究所 determines in its sole discretion do not to strictly conform to 不良研究所鈥檚 Requirements. Payment for any part of the Goods and Services does not constitute acceptance by 不良研究所. At 不良研究所鈥檚 request, Company will promptly correct or replace nonconforming Goods and Services at Company鈥檚 sole cost until the Goods and Services are conforming. If Company does not promptly correct or replace nonconforming Goods and Services, Company must refund all amounts paid for the nonconforming Goods and Services and reimburse (or, at 不良研究所鈥檚 request, offset the amounts against any other amounts owed by 不良研究所) 不良研究所鈥檚 costs to correct or replace the nonconforming Goods and Services. 不良研究所 has the right to return rejected Goods and Services or Goods and Services supplied in excess of quantities stated in this Contract at Company鈥檚 expense. 不良研究所 and Company will comply with the Testing and Acceptance Attachment, if attached.

不良研究所 is permitted to use licenses, goods, and services for 不良研究所鈥檚 benefit and for the benefit of (a) any 不良研究所 Affiliate, (b) any entity that is partly owned by 不良研究所 or an Affiliate and for which 不良研究所 Corporation or its wholly owned subsidiary is authorized to direct operations and bind to legal obligations, or (c) any entity that 不良研究所 or a 不良研究所 Affiliate manages pursuant to a management agreement. 不良研究所 is permitted to also direct the Company to deliver Goods and Services to any of (a) 鈥� (c) (individually and collectively, 鈥�Service Recipients鈥�).

8.1 Each party is required to hold the other party鈥檚 confidential information in confidence and will protect the other party鈥檚 confidential information using the level of care the party receiving confidential information (or creating confidential information on the other party鈥檚 behalf) would use to protect its own sensitive and confidential information, but in no event less than reasonable care.

8.2 Each party is permitted use the other party's confidential information only for the purpose of performing its obligations or exercising its rights under this Contract and will not use the information for any other purpose whatsoever.

8.3 Neither party will, without the written permission of the other party, disclose the other party's confidential information to any person who does not have a need to know the information to perform its obligations or exercise its rights under this Contract, or to any third party. Each party is permitted to disclose the confidential information of the other party only (a) as expressly permitted in writing by the other party, (b) in response to a lawful government order, and (c) as otherwise required by Law, and must in each case disclose only the minimum necessary confidential information. If a party is required to disclose confidential information by Law, it will, if permitted by Law, provide the other party with prompt written notice so that the other party can seek a protective order. Any person to whom the receiving party discloses the disclosing party鈥檚 confidential information must be bound by confidentiality terms no less stringent than those in this section.

8.4 A party will notify the other party of a breach of this section or any other improper disclosure of confidential information within 24 hours after it has reason to believe the breach or disclosure occurred.

8.5 A violation of this section will cause irreparable harm that cannot be adequately compensated by a judgment for damages and the damages would in any event be difficult to calculate. The non-breaching party is entitled to injunctive relief to enforce this section without any requirement to post bond.

8.6 The receiving party will return or destroy (and certify destruction of) the confidential information of the other party within 30 days after the termination or expiration of the Contract. The receiving party will promptly notify the other party if the return or destruction of confidential information is impossible or impracticable. The receiving party may retain confidential information of the other party in the receiving party鈥檚 customary data backups subject to the terms of this Contract even if the Contract is terminated or expires.

8.7 Confidential information of a party includes any information the party provides to the other party (or that the other party creates) in connection with this Contract that a reasonable person in the disclosing party's position would deem confidential, including derivative works, subsets, summaries, and other materials incorporating confidential information. Except for any personally identifiable information, Confidential Information does not include information that is lawfully and without breach of any confidentiality obligation: (a) already known to or otherwise in the possession of a party at the time of receipt from the other party; (b) available to the public; (c) obtained from a third party; or (d) independently developed by a party.

8.8 Even if the Contract is terminated or expires, the receiving party鈥檚 obligations under this section will continue (a) for 5 years after disclosure of the confidential information or (b) with respect to any trade secret or personally identifiable information, indefinitely.

8.9 The Company will implement and maintain at its sole cost information security, privacy and governance policies and practices that are, at minimum, appropriate for the requirements of this Confidentiality section and that comply with Law.

9.1 Prices set forth in this Contract are firm and not subject to change except as expressly provided otherwise in the Order. If Company replaces Goods and Services with another, higher-priced good, deliverable, or service acceptable to 不良研究所, the price in the Order for the replaced good, deliverable, or service will apply to the new good, deliverable, or service. Without limiting any of 不良研究所鈥檚 other rights or remedies under this Contract, if Company replaces any Goods and Services with another good, deliverable, or service with reduced quality, functionality, or features, 不良研究所 may at its sole discretion accept the Goods and Services and reduce fees equitably. Company warrants that prices for Goods and Services must be no greater than the lowest price Company offers to its customers for similar Goods and Services and will reduce its prices under this Contract correspondingly. 不良研究所鈥檚 sole financial obligation for Goods and Services will be the fees described in this Contract.

9.2 Within 20 days after the earlier of completion and delivery of Goods and Services, or the end of each calendar month, Company will submit a complete and accurate invoice as directed in writing by 不良研究所. 不良研究所 will have no obligation to pay for Goods and Services for which an invoice is submitted more than 90 days after the charges are incurred. 不良研究所 will have no obligation to pay, and Vendor will not, directly, or indirectly, request reimbursement or charge 不良研究所 for related expenses or any other expense not required to perform any Goods and Services. Any permitted expenses must comply with 不良研究所鈥檚 then-applicable policies and procedures.

9.3 不良研究所 will pay complete and correct undisputed invoices within 60 days after 不良研究所鈥檚 receipt of the invoice. If 不良研究所 disputes an invoice, Company must issue separate replacement invoices for the undisputed and disputed portions, and 不良研究所 will pay the invoice for the undisputed portion in accordance with this provision. 不良研究所 is permitted to withhold payment of the disputed invoice (or the replacement invoice issued for the disputed portion) without penalty or interest, and the parties will negotiate in good faith to resolve the dispute as soon as practicable and continue to perform their obligations in this Contract. If the dispute is not resolved informally within 30 days after 不良研究所鈥檚 notice thereof, 不良研究所 or Company will then be permitted to pursue their respective rights or remedies available under this Contract, at law or equity. If attached, this dispute is subject to the Dispute Resolution Attachment. 不良研究所 is permitted to set off claims or amounts that Company or its Affiliates owe under the Contract against any amounts 不良研究所, or its Affiliates owe under this Contract or any other contracts with Company or its Affiliates.

Applicable state and local sales, use and other similar taxes, and any customs duties, excise tax, value added tax, processing tax or any levy or imposition which Company now or hereafter will be required to pay to any authoritative governmental body as a result of this Contract or the Goods and Services, on behalf of 不良研究所, when identified as a line item, will be added to all applicable invoices and 不良研究所 shall be responsible for reimbursement to Company of any such taxes relating to undisputed invoices. Unless otherwise agreed between the parties, it is the Company鈥檚 responsibility to remit such applicable taxes to the State jurisdiction as required by law, if Company has invoiced and collected such taxes from 不良研究所. Additionally, 不良研究所 will be responsible for any personal property taxes imposed on all materials owned by 不良研究所, including both inventory and finished, products, goods, and services, and held at Company鈥檚 plants or warehouses, all as determined by the transfer of title for finished goods. If upon audit Company is assessed additional taxes in connection with this Contract or the Goods and Services, Company reserves the right to invoice 不良研究所 retroactively for such additional assessment for taxes, but not interest and penalties. 不良研究所 reserves the right to require that any such invoiced additional taxes be appealed through the respective authoritative governmental body鈥檚 administrative and judicial processes. The cost of such an appeal will be borne by Company if the assessed additional tax is reduced, and by 不良研究所 if the assessed additional tax is upheld. 不良研究所 may provide Company with an exemption certificate, prepared as per applicable law, or any other evidence reasonably acceptable to Company that any such taxes do not apply to products, goods and other Goods and Services provided to 不良研究所 by Company. If any Goods and Services or portion thereof believed to be exempt from taxes based on such certificate, is determined subsequently to be taxable, 不良研究所 shall hold Company harmless from the tax liability assessed and pay the tax due, including any interests and penalty. 不良研究所 will not be responsible for any taxes levied or imposed on the gross or net income of Company. In no event will 不良研究所鈥檚 obligation exceed the relevant state statute of limitations on assessment of an applicable tax. Any income, franchise, gross receipts, or other taxes, whether related to, or imposed by employment withholding for Company鈥檚 personnel or Company鈥檚 property or not, and any associated penalties or interest, assessable under State law against the Company are the sole responsibility of the Company.

11.1 Time is of the essence with respect to the Company鈥檚 performance of the Goods and Services.

11.2 The Company will implement and maintain at its cost disaster preparedness plans appropriate to the Goods and Services.

11.3 Neither party will be liable for breach of this Contract to the extent a Force Majeure Event makes performance impossible, but only if the affected party promptly, but in no event longer than 7 days after its occurrence, notifies the other party of the Force Majeure Event. If Company is the affected party and seeks protection under this provision, it must also comply with the Probem Notice Addendum, if attached. Company will use best efforts to mitigate the effects of a Force Majeure Event, including allocating all available production and resources to 不良研究所 before allocating production and resources to other Company customers. If 不良研究所 experiences a Force Majeure Event, if requested in writing by 不良研究所, Company will suspend performance of affected Goods and Services and resume performance of Goods and Services when the Force Majeure Event has ceased. 不良研究所 will have no liability for any Goods and Services affected by the Force Majeure Event.

12.1 The Contract will be in effect from its effective date through the term that is stated in the Contract Summary (or, if not stated, for one year).

12.2 不良研究所 is permitted to terminate this Contract in whole or in part for convenience upon reasonable, but no more than 15 days, prior written notice. 不良研究所 is permitted to terminate this Contract and any Order or PO under it, immediately upon written notice if Company: (a) is in default hereunder and has not cured the default within 30 days after written notice of the default; (b) fails to use properly skilled personnel and good quality materials to provide the Goods and Services; (c) fails to make prompt payment to any of its employees, subcontractors or suppliers; (e) provides Goods and Services that are defective or do not conform to this Contract; (f) experiences a Force Majeure Event affecting the Goods and Services lasting longer than 5 days; (g) fails to comply with Law; or (h) breaches its confidentiality obligations. 不良研究所 is also permitted to immediately terminate this Contract and any Order or PO under it to the extent directed to do so by a government entity, or if a government entity鈥檚 acts or omissions materially change the circumstances in relation to which this Contract or any Order or PO under this Contract relate. 不良研究所 may also terminate this Contract if 不良研究所 experiences a Force Majeure Event. Company is permitted to terminate this Contract if 不良研究所 fails to cure a material default under this Contract within 30 days after 不良研究所 receives written notice of the material default. Either party is permitted to terminate this Contract if the other party becomes insolvent or the subject of any proceeding under the laws relating to bankruptcy or the relief of debtors or is otherwise unable to pay its debts when they become due. 不良研究所 is permitted to require a financial statement from Company at any time during the term of this Contract for the purpose of determining Company鈥檚 financial responsibility and request assurances of Company鈥檚 future performance against the terms of this Contract.

12.3 Following notice of termination by 不良研究所, unless requested otherwise, Company will (a) immediately stop all Goods and Services (including the shipment of goods), (b) immediately cancel orders and commitments to its subcontractors and cause all subcontractors to cease all work related to this Contract, and (c) return or destroy (and certify destruction of) 不良研究所鈥檚 confidential information. 不良研究所 must pay only for the Goods and Services completed, or requested to be completed, before the termination and accepted by 不良研究所. Except as expressly provided above, 不良研究所 has no obligation to pay for any Goods and Services provided after notice of termination or for any costs incurred by Company or its subcontractors that Company could reasonably have avoided. Company will have no other claim against 不良研究所 on account of 不良研究所鈥檚 termination of this Contract.

13.1 Company must retain: (a) for 4 years after termination or expiration of this Contract complete and accurate records to validate Company's compliance with this Contract, provision of Goods and Services, and fees, expenses, and other charges related to the Contract, all in accordance with generally accepted accounting principles consistently applied; (b) until the expiration of 7 years after the furnishing of Goods and Services hereunder, or such longer period as may be required by Law, all contracts, books, documents, papers and other records involving transactions related to the Medicaid, Medicare Advantage, the Affordable Care Act, and Prescription Drug Plans aspects of the Contract; and (c) certain records in accordance with a Corporate Responsibility Contract.

13.2 Company will, upon written request, make these records available to 不良研究所 and any governmental or regulatory authority and their respective duly authorized representatives. Company must provide reasonable assistance to 不良研究所 or its designated agent to conduct audits. Any audit by 不良研究所 will be conducted upon reasonable notice and during regular business hours and will be at 不良研究所鈥檚 expense unless the audit reveals an overcharge of more than 5% for the audited Goods and Services or a material violation of Company鈥檚 obligations, in which event Company will promptly reimburse 不良研究所 the reasonable cost of the audit and any identified overcharges and take other remediation activities required by 不良研究所. 不良研究所鈥檚 use of any third-party auditor that is a competitor of Company will be subject to Company鈥檚 prior written approval, such approval not to be unreasonably withheld or delayed.

Company will indemnify, defend, and hold harmless 不良研究所 Indemnitees from and against any and all Losses arising from or related to third-party Claims against any 不良研究所 Indemnitee: (a) for injuries (including death) to persons and loss or damage to tangible property caused by the act or omission of Company Parties in connection with this Contract; (b) resulting from Company Parties鈥� negligence, intentional misconduct or violation of Law in connection with this Contract; (c) resulting from any misrepresentation, breach of warranty, or non-fulfillment of any obligation or agreement made by Company Parties in connection with this Contract; (d) any co-employment or other employment claim relating to Company personnel; and (e) Company Parties鈥� failure to pay taxes that are its or their responsibility to collect or pay in connection with this Contract. Company must not settle any Claim that requires anything more than a monetary payment or that admits 不良研究所鈥檚 fault without 不良研究所鈥檚 prior written approval.

15.1 Company must maintain insurance coverage by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which Company Parties are engaged and must require the same for its subcontractors and agents. Company must maintain the specific coverage and satisfy the requirements in the Insurance Attachment, if attached. The limits of coverage under each policy do not limit Company鈥檚 liability and obligations under the Contract.

16.1 Company represents and warrants that:

A. All Goods and Services, including any repaired or replaced by Company: (a) are unencumbered, and free of any liens or restrictions; (b) conform to the Requirements and Documentation; (c) are well made, of good materials, merchantable, fit and sufficient for the purpose intended including any special requirements of 不良研究所 which have been disclosed to Company; (d) will be performed in a timely, competent, workmanlike manner; (e) goods are new when shipped (unless repaired as part of warranty obligations to 不良研究所) and indicate the correct country of origin; (f) do not contain any toxic or hazardous materials (such as those set forth in 29 C.F.R. 1910); (g) must remain free from defects, whether latent or patent, in material and workmanship for one year after acceptance by 不良研究所 unless a longer period is stated elsewhere in this Contract; (h) in the case of edibles, will be wholesome and fit for human consumption; and (i) will be free of errors, viruses, malware, Trojan Horses and similar deficiencies.

B. Company has not made, and will not make any payments, directly or indirectly, by or on behalf of Company to or for the benefit of any employee or agent of 不良研究所 who may reasonably be expected to influence the decision to requisition, issue or take any action with respect to this Contract, and this Contract will not otherwise create a conflict of interest.

C. Company will comply with Law and with 不良研究所 Standards.

Company and its personnel will not act (or fail to act) that might reasonably be considered: (i) to be immoral, deceptive, scandalous, or obscene; or (ii) to injure, tarnish, damage or otherwise negatively affect the community and/or the reputation and goodwill associated with 不良研究所, in each case as reasonably determined by 不良研究所.

D. Company has all rights necessary to grant the licenses in this Contract, and intellectual property licensed or provided to 不良研究所 or otherwise used in connection with the Goods and Services does not infringe the intellectual property rights of any other person.

E. No Company Party or any person performing any part of this Contract is or will be excluded from participation in government contracts or has been an officer, director, agent, or affiliate of an entity that was at the time excluded from participation in government contracts.

16.2 Company must, at 不良研究所鈥檚 sole discretion, immediately replace, repair or reperform, free of charge, at Company鈥檚 cost including shipping and insurance costs to and from 不良研究所鈥檚 designated location, any Goods and Services that do not conform to the warranties under this Contract.

16.3 If the Company determines that any of its warranties under this Contract is not or is likely not to be true, it will inform 不良研究所 within 24 hours.

The Company must not use 不良研究所鈥檚 trademarks or trade names or other intellectual property for any purpose other than providing the Goods and Services and must not otherwise identify 不良研究所 as the Company鈥檚 customer in writing or otherwise without 不良研究所鈥檚 prior written consent.

18.1 Any attempt by Company to assign or delegate this Contract without 不良研究所鈥檚 consent is void.

18.2 Unless otherwise provided in this Contract, any notice to be given under this Contract will be deemed to have been given (a) when emailed to the party鈥檚 notice email address provided in the Contract Summary, with written confirmation of receipt with a delivery receipt or (b) one day after being emailed without delivery receipt. Each party is permitted to change its notice address by providing written notice to the other party.

18.3 The parties are permitted to amend or vary the Contract and any right or remedy under the Contract only in a writing signed by an authorized representative of each party. Waiver by a party is effective only (a) in writing from an authorized representative of the party and not, for example, by acceptance, payment, failure to insist on performance, or otherwise, and (b) with respect to the specific instance for which it is sought. An Order may amend this Contract only if it contains a section titled 鈥淥verride Section鈥� that includes (a) the specific section references and language to be overridden in the Contract and (b) the overriding language. An Order cannot, under any circumstances, amend a Corporate Responsibility Contract and any attempt to do so is void. No click-through, shrink-wrap or similar terms or those described on Company鈥檚, or a third party's website will be binding upon 不良研究所.

18.4 不良研究所鈥檚 rights and remedies provided in this Contract are cumulative and will be in addition to those implied by or available at Law.

18.5 This contract is governed by the laws of the State of Missouri without regard to conflict of laws principles and the state or federal courts of the State of Missouri will be the exclusive jurisdiction for any action brought under this Contract. The parties agree to the dispute resolution procedures in a Dispute Resolution Attachment, if attached.

18.6 Company acknowledges that it is an independent contractor and not an employee, agent, joint venturer, or partner of 不良研究所 and is acting on its own behalf and not for the benefit of any other person.

18.7 Any provision of the Contract, which expressly survives expiry or termination of the Contract or which, by its terms, requires performance after the termination or expiry of the Contract, or has application to events that may occur after the termination or expiry of the Contract, will survive such expiry or termination (including indemnification and confidentiality, data security and privacy obligations).

18.8 The parties intend each provision of the Contract to be distinct and severable. If any provision of the Contract is found to be unenforceable, the enforceability of the remaining provisions will not be affected.

18.9 Section headings are used for convenience and will not affect the construction or interpretation of this Contract.

18.10 This Contract (other than a PO-Based Contract) may be executed in counterparts and by facsimile or emailed PDF signature, all of which taken together constitute a single agreement between the parties. Each signed counterpart, including a signed counterpart reproduced by reliable means (such as facsimile and emailed PDF), will be considered as legally effective as an original signature.

鈥�Affiliate鈥� means an entity that controls, is controlled by, or is under common control with the party. 不良研究所鈥檚 Affiliates include 不良研究所 Service Recipients.

鈥�Attachment鈥� means a document attached to the Contract that describes rights and obligations related to the specific commercial relationship between 不良研究所 and Company and that may amend or supplement these base terms. Each Attachment is incorporated into the Contract. The Attachments may include, e.g., the Master Services Attachment, an Insurance Attachment, and, for informational purposes, documents such as a Business Associate Agreement.

鈥�不良研究所鈥� means 不良研究所 Management Company, LLC, unless otherwise specified in the Contract Summary.

鈥�不良研究所 Indemnitee(s)鈥� means 不良研究所, its Affiliates, and their respective directors, officers, agents and employees.

鈥�不良研究所 Standards鈥� means 不良研究所鈥檚 Code of Conduct (/content/dam/centenedotcom/documents/不良研究所CodeOfConduct_508.pdf) and 不良研究所鈥檚 Vendor Code of Conduct (/content/dam/centenedotcom/documents/CNC_Vendor_Sustainability_Code.pdf), as well as 不良研究所鈥檚 policies and procedures applicable to vendors and visitors.

鈥�Claims鈥� means allegation, demand, action, suit, proceeding or claims (whether actual or threatened, civil, criminal, administrative or investigative) including any regulatory body.

鈥�Company鈥� means the counterparty to 不良研究所 identified in the Contract Summary (sometimes referred to as 鈥淰endor鈥�).

鈥�Company Parties鈥� means Company, its Affiliates, and their respective directors, officers, subcontractors, agents and employees.

鈥�Contract Cover Sheet鈥� is the signature page or cover sheet to a Master Contract that is signed by both 不良研究所 and Company.

鈥�Contract Summary鈥� means the description of parties, facts and intent, including the Contract effective date and duration, that is set forth in: (a) the PO in the case of a PO-Based Contract; (b) the Order in the case of a Single-Use Contract, and (c) the Contract Cover Sheet in the case of a Master Agreement.

鈥�Documentation鈥� means the information or instructions provided by Company with a delivered service, deliverable or good. Some examples of Documentation: user manual, product specification, software documentation or datasheet.

鈥�Force Majeure Event鈥� means circumstances beyond the reasonable control of a party that it could not prevent or overcome by taking reasonable precautions. Examples of Force Majeure Events: acts of God, acts of civil or military authorities, war, terrorist acts, riot, rebellion, insurrection, or revolution, sabotage, contamination, nuclear incidents, fires, epidemics, earthquakes, floods, hurricanes, storms or other severe or extraordinary weather conditions. Examples of circumstances that are not Force Majeure Events include: failing to have alternate and backup suppliers for components and materials, not having an adequate contingency plan or disaster recovery program, or not following them, not having backup power, not having redundant telecommunications circuits, not maintaining alternate transportation and logistics capacity, or failing to properly test and maintain equipment, and striking workers under the control of the party asking for relief.

鈥�Goods and Services鈥� means delivering the goods, performing the services, granting the licenses, and providing the deliverable outputs that are each described in the Contract.

鈥�Law鈥� means all laws, rules, regulations judicial and administrative decisions and guidance, and ordinances including without limitation all local, state and federal laws. Law also includes provisions of any contract between 不良研究所 and a government entity that 不良研究所 informs the Company in writing that the Company must comply with.

鈥�Losses鈥� means loss, liability, costs, and expenses (including court costs and attorneys鈥� fees), forensic examinations, damages, settlements, fines, penalties, and judgments.

鈥�Order鈥� means an order form, statement of work, or other ordering document describing the quantity, nature, price, and requirements or specifications of licenses, goods and services for a single commercial engagement, as well as a price list.

鈥�PO鈥� means a purchase order issued by 不良研究所 to Company.

鈥�Requirements鈥� means design and performance specifications, drawings, plans, instructions, samples or other description furnished or adopted by 不良研究所, as well as compliance with this Contract.