All purchase orders (the "PO Agreement") issued by CEB Inc. or any of their direct or indirect subsidiaries, collectively referred to as "Buyer" in this PO Agreement, are made expressly subject to these additional terms and conditions.
This PO Agreement is between the Buyer and the seller listed on the front of the purchase order "Seller". The PO Agreement constitutes Buyer's offer to Seller, and is a binding contract on the terms and conditions set forth herein when it is accepted by Seller on commencement of performance hereunder. No condition stated by Seller in accepting or acknowledging this PO Agreement shall be binding upon Buyer if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Buyer's written approval. In the event there are conflicting terms and conditions between the PO Agreement and an additional valid agreement fully executed by both parties (the "Other Agreement"), the Other Agreement will prevail through the term of the Other Agreement.
No revisions to the PO Agreement shall be valid unless in writing and signed by an authorized representative of the Buyer.
1. No Authority.
This PO Agreement does not confer any authority on the Seller to enter into any commitment on Buyer's behalf. Any such commitment shall be entered into only with the prior and specific written consent of Buyer.
2. Confidential Information.
During the course of dealings between Buyer and Seller, it may be necessary for Buyer and/or Seller to disclose certain information which the disclosing party considers to be proprietary and/or confidential, including trade secrets, know-how, technical, manufacturing, business, marketing, financial, personnel, customer and other confidential information.
In consideration of the mutual promises contained herein, and as a condition to the mutual disclosure of information, Buyer and the Seller agree as follows:
"Confidential Information" means the terms and conditions of this Agreement, the existence of the discussions between the Parties and all information, in whatever form furnished by one Party (as "Discloser"), orally or in writing, to the other Party (as "Recipient"). Confidential Information includes, but is not limited to, all Services and Deliverables, business, financial, strategic and technical information, technology and computer software (whether pre-existing or developed as part of this Agreement), processes, trade secrets, customer lists, CEB membership lists including contact information, access codes, research plans, and initiatives, and any information about CEB's business or activities. Seller may also have access to information provided to CEB in confidence by its members, Seller or other third parties, which shall likewise be treated as Confidential Information.
Confidential Information shall not include information which (i) shall have otherwise become publicly available other than as a result of disclosure by the "Receiving Party" in breach hereof, (ii) was disclosed to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, which the Receiving Party believes is not prohibited from disclosing such information as a result of an obligation in favor of the Disclosing Party, (iii) is developed by the Receiving Party independently of, or was known by the Receiving Party prior to, any disclosure of such information made by the Disclosing Party, (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by applicable regulatory or professional standards, or (v) is disclosed with the consent of the Disclosing Party (which must be given in writing).
Invoices shall be mailed immediately after shipment of goods or rendering of service is complete to the address shown on the face of the PO Agreement and including an "attention to" line indicating the Seller's primary business contact at Buyer. Delays in receiving invoices, errors, or omissions on invoices or lack of supporting documentation required by the terms of this PO Agreement will be cause for postponing the start of the payment terms until the correct information is received. Buyer will not be responsible for charges on invoices received more than 120 days after the rendering of service is complete or shipment of the goods unless indicated otherwise in a written agreement between Buyer and Seller.
In consideration of the performance of the completion of the obligations by Seller and acceptance by Buyer under the PO Agreement, Buyer will pay the applicable invoice amount. Payment terms are net 45 days from receipt of invoice unless indicated otherwise in a written agreement between Buyer and Seller.
5. Disputed Charges.
Where any item or items on an invoice are disputed Buyer may withhold payment for the item or items so disputed until such time as the dispute is resolved.
Buyer shall not be liable for any of Seller's employment related tax, fee, or charge or corporate income taxes or any franchise tax measured by capital, capital stock, net worth, property value, gross margin or gross profit.
7. Travel & Expenses.
In cases where Buyer may agree to pay Seller for reasonable and customary travel and expenses, all reimbursable expenses must adhere to Buyer's Travel and Expenditures Policy. The PO Agreement will include a line item for Travel & Expenses when applicable.
8. Intellectual Property Rights.
All right, title and interest in and to Intellectual Property Rights of whatever nature arising out of or related to any services or the deliverables shall vest in, and be the sole and exclusive property of, Buyer, whether or not specifically recognized or perfected under applicable law. For purposes of all copyright and similar laws, it is expressly agreed upon between Buyer and Seller that the services and deliverables shall be deemed "works for hire" to be owned by Buyer. Buyer will own all Intellectual Property Rights in any copies, translations, modifications, adaptations or derivatives of any services or deliverables, including any improvements or developments thereof. For the avoidance of doubt, the parties hereby affirm that Buyer shall have the sole right to copy, distribute, amend, modify, develop, sublicense, sell, transfer and assign the services and deliverables, associated documentation, or any enhancements thereof.
"Intellectual Property Rights" means the collective worldwide intellectual property rights now held or hereafter filed, issued, created or acquired, by a party to this PO Agreement, arising under statutory or common law or by contract, for (i) all classes or types of patents and patent applications, (ii) all works of authorship, including all copyrights and moral rights in both published and unpublished works and all registrations and applications; (iii) all mask works and all registrations and applications; and (iv) all inventions, know-how, trade secrets, and confidential and proprietary technical and non-technical information. Intellectual Property Rights shall include, but is not limited to, proprietary rights in any invention, discovery, development, improvement, design, idea, suggestion, writing, computer software, sound recording, pictorial reproduction, schematic, drawing, or other graphic representation, and works of any similar nature, whether or not protectable by statute or common law.
9. Preexisting Works.
Buyer acknowledges Seller's ownership in all Intellectual Property Rights in all material that can be evidenced by Seller to have been created by the Seller prior to the commencement of the work related to the services and production of the deliverables (the "Pre-Existing Works") that do not include or reference Confidential Information of Buyer, which shall remain vested in the Seller. The Seller shall grant to Buyer a worldwide, perpetual, fully paid up, irrevocable, non-exclusive and non-transferable license to use, copy and modify the Pre-Existing Works related to the services and/or deliverables and that are delivered to Buyer.
Seller shall assume entire responsibility for and shall defend, indemnify and hold Buyer, and its directors, officers, employees and agents (collectively, the "Indemnitees") harmless against all losses, liabilities, claims, costs and expenses arising directly or indirectly out of or in connection with the performance related to this PO Agreement and arising from:
Injury to any person in the employment of the Seller or any Seller subcontractors,
Loss of or damage to the property of Seller, any subcontractor and any of their respective personnel whatsoever and howsoever arising, whether or not the negligence or breach of duty of Buyer or its agents has caused or contributed to such injury, loss or damage and
any breach of its confidentiality obligations.
Seller further agrees to indemnify, defend and hold harmless Indemnitees from and against any and all loss, damage, liability, expense, including reasonable defense costs and reasonable legal fees, and claims for damages, in each case to the extent directly and proximately arising from or by reason of any actual or alleged infringement of any United States patent, copyright or trade secret arising out of the services, products and/or deliverables supplied to Buyer by Seller. The provisions of this paragraph 10 shall survive the termination of the Agreement for whatever reason.
11. Limited Liability.
With the exception of Seller's obligations under Section 10, in no event shall either party, or its personnel be liable for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services performed hereunder for an aggregate amount in excess of the fees paid by Buyer to Seller under this PO Agreement.
12. Timely Performance.
Seller acknowledges and agrees that time is of the essence in the delivery of the goods or completion of the services, within the time frame mutually agreed upon by Buyer and Seller, is vital to the interest of Buyer, and that failure to complete the services within such timeframe constitutes a breach of this PO Agreement.
Seller shall deliver the goods or services to Buyer on appropriate media no later than by the dates specified in the PO Agreement.
Seller agrees to provide and to maintain in effect at all times during the term of the PO Agreement, at Seller's sole expense, at least the minimum insurance coverage required by law to protect the parties from any liability which may arise out of or result from performing the obligations of this PO Agreement. Certificates of insurance will be provided to Buyer upon request.
Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the PO Agreement, its contents, or the goods or services without Buyer's prior written consent. Seller shall not use Buyer's name or logo in any of its advertising, client list, or sales promotional material without Buyer's prior written consent.
In the event of a termination, Buyer shall have no further obligations to Seller except to pay for deliverables that were provided to Buyer prior to such termination and were accepted by Buyer. Upon termination, Seller shall provide any transition assistance that may be reasonably requested by Buyer.
17. Dispute Resolution.
In the event of dispute that cannot be resolved between the parties, any and all disputes, controversies and claims arising out of or relating to this PO Agreement shall be settled and determined by arbitration in the State of Delaware, before a panel of one (1) arbitrator pursuant to the Commercial Rules then in effect of the American Arbitration Association. Each party shall have no longer than one (1) day to present its position. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement.
18. Governing Law.
This PO Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the choice of law principles thereof).
Neither party may assign this PO Agreement in whole or in part without the prior written consent of the other.
The headings contained in this PO Agreement are for convenience of reference only and are not intended to have any substantive significance in interpreting this PO Agreement.
21. Conflicts of Interest.
The Seller confirms that it has no conflicts of interest, and will not permit any conflict of interest to arise and/or continue in connection with the provision of the goods and / or services.
22. Force Majeure.
Both parties shall be relieved from any and all liability under or in connection with this PO Agreement to the extent that such liability arises from any failure to perform any of its obligations under or in connection with this PO Agreement has been caused or contributed to by a force majeure event or circumstance including acts of God, war, hostilities (whether war be declared or not), civil disturbance, government action, strikes, lock-outs, or labor disputes, computer virus, or any other event or circumstance or cause whatsoever beyond the reasonable control of the party.
23. Severability of Individual Provisions.
If any term, condition, or provision of this PO Agreement is for any reason declared or found to be illegal, invalid, ineffective, inoperable, or otherwise unenforceable, it shall be severed and deemed to be deleted from this PO Agreement and the validity and enforceability of the remainder of this PO Agreement shall not be affected or impaired thereby the remaining terms shall remain in full force and effect.
24. Use of Subcontractors.
Seller may subcontract any of its obligations under this PO Agreement to a subcontractor provided that (a) Seller shall remain at all times primarily responsible for the acts and omissions of any such subcontractor and shall retain any such liability and responsibility under this PO Agreement as if such subcontracted activities were performed by Seller; (b) Buyer has provided prior written express consent to such subcontractor; and (c) Seller shall not subcontract any of its obligations hereunder to any Buyer's competitor.
25. Waiver of Failure to Enforce a Provision.
Failure by either party at any time to enforce any provision of this PO Agreement against the other shall not be construed as a waiver of such entitlement and shall not affect the validity of this PO Agreement or any part or parts hereof or the right of the relevant party to enforce any provision in accordance with its terms. The rights and/or remedies of either party may only be waived by formal written waiver which is signed by a duly authorized representative of the party waiving its rights and which makes express and unequivocal reference to the waiver being made.
Buyer may reject any good, service and/or deliverable which contains defective material or workmanship or does not conform to specifications, samples or warranties. Any article so rejected may be returned to Seller at Seller's risk and expense, and at full invoice price plus applicable transportation charges both ways.
27. Equal Opportunity.
Supplier will provide Services to CEB Inc. without discrimination on account of race, sex, color, religion, national origin, age, physical or mental disability, or veteran's status.
28. Compliance with Laws.
Seller represents and warrants that no law, regulation or ordnance of the United States, or any state or governmental authority or agency has been violated in the manufacture, procurement, transporting or sale of any of the deliverables or services furnished, work performed or service rendered pursuant to this PO Agreement.
29. Seller Code of Conduct.
Seller hereby acknowledges that it has received the Buyer's Supplier Code of Conduct (the "Code") available at https://www.cebglobal.com/terms-of-service/supplier-code-of-conduct.html and agrees that any and all of its employment sites, subsidiaries, divisions, affiliates, operating entities, personnel or subcontractors doing business with Buyer and/or any of its direct or indirect subsidiaries will abide by the Code. Seller acknowledges that its failure to comply with the Code may result in Buyer's cancellation of all existing orders and termination of its business relationship with Seller.