Tredence Acquires KMK Consulting to Accelerate Healthcare and Life Sciences Growth.
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Tredence Acquires KMK Consulting to Accelerate Healthcare and Life Sciences Growth.
Read the announcement.
Last Updated – June 18, 2025
These TREDENCE, INC. VENDOR TERMS AND CONDITIONS OF PURCHASE (the “T&C”) govern the rights, obligations and remedies of Tredence, Inc. or any of its subsidiaries (“Tredence”) and the supplier (“Supplier”, “you” or “your”) providing items and materials, including products, hardware, software, furniture, equipment, and merchandise (“Goods”) and/or professional services (“Services”) under a purchase orders (“PO”) issued by Tredence and/or any other agreements, including engagement letters, statements of work (“SOW”), order form or other documents executed by Tredence and Supplier that refer to or incorporate these T&C (each a “Purchase Document”).
BY (1) EXECUTING A PURCHASE DOCUMENT THAT REFERENCES THESE T&C OR (2) PROVIDING SERVICES OR GOODS TO TREDENCE, THE SUPPLIER AGREES TO THESE T&C. IF THE INDIVIDUAL ACCEPTING THESE T&C, IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE T&C, IN WHICH CASE THE TERM “SUPPLIER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE T&C DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE T&C, SUCH INDIVIDUAL MUST NOT ACCEPT THESE T&C AND SHALL NOT PROVIDE SERVICES/GOODS TO TREDENCE.
The following document(s), are incorporated into these T&C, as applicable, as of the date of the Purchase Document and can be updated from time to time by Tredence : (i) the THIRD-PARTY SECURITY AND PRIVACY POLICY. When any changes to these T&C are made, Tredence will post the most current version of the T&C on its website. If a revision to the T&C is material, Tredence may notify you of the change via email or other means. If you do not agree with the modified T&C, you should notify Tredence of the same, your continued use of the site will be deemed acceptance of such changes. It is your responsibility to review the T&C periodically to ensure familiarity with the most current version.
If Supplier is engaged to provide services, the details of such Services, including associated deliverables, will be specified in the applicable Purchase Document(s).
If Supplier is supplying goods or products (“Goods”), such procurement will be governed by the applicable PO issued by Tredence.
Any entity affiliated with Tredence (“Affiliate(s)”) may procure Services or Goods from Supplier.
Supplier shall perform all of its obligations to Tredence (i) with due care, skill and diligence, (ii) in a professional and workmanlike manner, (iii) in accordance with high industry standards and practices, (iv) in conformity with the specifications in the Purchase Document, and (v) without a conflict of interest with respect to a third party. All results of the Services developed by Supplier, either alone or jointly with others, whether completed or in-progress (the “Deliverables”) shall conform to the relevant specifications in the Purchase Document and, to the extent there are no directly relevant specifications, to high industry standards. All Goods shall be merchantable, free from defects in design, workmanship and materials, and conform to the specifications in a Purchase Document. All Goods and Deliverables (including any item or process used by Supplier to provide the Services) shall be free of hidden features and security defects. No component of any of the Goods or Deliverables shall include any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs (“Malicious Code”). Supplier shall not transmit to Tredence, or cause any Tredence system to be exposed to Malicious Code. Supplier shall notify Tredence in writing and in reasonable detail immediately upon becoming aware of the existence of any Malicious Code contained in a Good or Deliverable. If any Good or Deliverable contains Malicious Code, or if Supplier transmits any Malicious Code to a Tredence system, Supplier shall cooperate with Tredence, at Supplier’s expense, to promptly remove the Malicious Code and repair any corrupted files or data.
To the extent that any Purchase Document requires or permits performance of Services by Supplier at Tredence facilities, Supplier will perform all Services during Tredence’s normal working hours (Monday through Friday, 8:00 a.m. to 7:00 p.m.), unless it would interfere with Tredence’s daily business and computer operations, or Tredence otherwise specifically requests the Services to be done outside of Tredence’s normal working hours. Supplier Personnel performing Services at Tredence facilities shall be designated as a “visitor” of Tredence, and may be required to execute a standard confidentiality agreement upon each visit to Tredence facilities.
Delivery of Goods and Deliverables shall be strictly in accordance with the schedule set forth in a Purchase Document. Any delays in shipment shall be reported immediately by Supplier to Tredence. No partial deliveries or deliveries of additional items shall be made without Tredence’s express prior written consent. Tredence reserves the right to cancel a Purchase Document in whole or in part if Supplier fails to make deliveries in accordance with its terms. All Goods and Deliverables to be shipped shall be prepared for shipment according to Tredence’s instructions, if any, and otherwise in a manner that follows good commercial practice, is acceptable to common carriers, and is adequate to ensure safe arrival. Supplier shall mark all containers with necessary lifting, handling and shipping information, purchase order number, date of shipment and the names of Tredence and Supplier. Notwithstanding any prior inspections, Supplier bears all risk of loss, damage, or destruction until acceptance of Goods or Deliverables by Tredence.
“AI System” as used herein shall mean any artificial intelligence technology together with its underlying data, content and software (excluding all Tredence Materials, defined below). Artificial Intelligence. In no event will Supplier use any Tredence Data, or Deliverables thereof (whether or not such Tredence Data has been anonymized or deidentified), to train or improve any algorithm or model used in any artificial intelligence product or services without Tredence’s express prior written consent. In no event will Supplier use any artificial intelligence, including generative artificial intelligence, products or services to perform the Services or generate or produce any Deliverables (or any components thereof) without the express prior written consent of Tredence.
Supplier shall determine the methods, details, and means of performing the Services. Unless set forth in a Purchase Document, Tredence will not control, direct, or supervise Supplier’s employees, independent contractors, vendors, agents, permitted subcontractors, and invitees (“Supplier Personnel”) in the performance of the Services or preparation of any Goods or Deliverables. Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skills to perform the Services or preparation of any Goods or Deliverables. Supplier agrees to take all reasonable measures to ensure that Supplier Personnel will not engage in inappropriate conduct while performing Services or preparation of any Goods or Deliverables for Tredence and should Tredence notify Supplier that any Supplier Personnel (a) does not have the requisite knowledge or skill to perform the Services or (b) has violated any Tredence safety/security or any applicable policies including but not limited to Tredence Code of Conduct or rules or regulations, Supplier shall immediately remove and replace such Personnel . Supplier shall require Supplier Personnel performing any of the Services or preparation of any Goods or Deliverables to observe at all times the security, confidentiality, and safety policies of Tredence. All Supplier Personnel shall meet the licensing, security, labor and site requirements for the locale where the Services are being performed, or Goods or Deliverables are being prepared. All Supplier Personnel performing Services or preparing any Goods or Deliverables are, and shall for the period of assignment remain, employees or, where permitted by these T&C, subcontractors of Supplier and such Supplier Personnel will not be entitled to any of Tredence’s employee benefits. It shall be Supplier’s sole responsibility to compensate and/or pay Supplier Personnel.
Prices for Services, Deliverables, and Goods are as specified in the Purchase Document. All applicable direct and indirect taxes, duties and similar levies, excluding value added tax (VAT), shall be included in the estimated project costs contained in each Purchase Document and shall be clearly identified on applicable invoices. For purposes of these T&C, “indirect taxes” mean sales tax, use tax, value added tax (VAT), goods and services tax and/or consumption tax which Supplier may have an obligation to charge and collect from Tredence, as per applicable law. Supplier is not responsible for a change in the indirect taxes resulting from a change in any code or regulation implemented after the submission of the estimated project cost.
Unless otherwise provided in the Purchase Document, (i) Supplier shall, upon receipt of a valid PO from Tredence, raise an invoice to Tredence on monthly basis ; (ii) Tredence reserves its right to dispute an invoice, promptly notifying the Supplier of the basis for the dispute, setting forth the details of such dispute in reasonable specificity. Tredence shall make payments for the undisputed invoices raised by the Supplier within forty-five (45) days from the date of receipt of the undisputed invoice. An acceptable invoice shall include reference to: (i) the Tredence entity, (ii) the applicable PO number, (iii) a description of the items, quantities, and unit prices for all Services, Deliverables and/or Goods invoiced; (iv) the name of the individual from Tredence who ordered the Services, Deliverables and/or Goods, (v) the contact information of authorized representative of the Supplier, and (vi) any applicable tax information.
Supplier will not be entitled for reimbursed of any travel, living or other expenses unless such expenses are expressly authorized in a Purchase Document and are pre-approved by Tredence.
Payment shall not constitute acceptance of Goods or Deliverables. Unless otherwise provided in a Purchase Document, “Acceptance” of Goods or Deliverables shall be deemed to occur if each Good or Deliverable conforms to the relevant specifications, acceptance criteria, and standards specified in the applicable Purchase Document and, in the case of Deliverables, is also approved in writing by an authorized representative of Tredence. Tredence shall have the right to reject all or part, or require the correction, of any Good or Deliverable found not to meet the relevant specifications and standards, which item shall be promptly replaced or corrected by Supplier. Tredence shall have no payment obligation and/or shall be entitled to a refund for defective or non-conforming Deliverables or Goods. In the event the revised Deliverables again fail to conform to the acceptance criteria, Tredence, in its sole discretion, may: (i) agree to allow Supplier another opportunity to remedy any remaining deficiencies and re-submit the Deliverables to Tredence for its acceptance pursuant to this clause; (ii) terminate the relevant Purchase Document and receive a full refund of all fees and expenses paid thereunder to Supplier relating to the Good(s) or Deliverable(s).
Unless otherwise set forth in the applicable Purchase Document, Supplier warrants that for a period of three (3) months following Acceptance, Goods and Deliverables will conform to the specifications in the Purchase Document and, to the extent there are no directly relevant specifications, to high industry standards. During the applicable warranty period, Supplier will test, remedy and/or replace, without charge to Tredence, any and all portions of any Deliverables or Goods which Tredence finds to be defective or non-conforming. If Supplier is unable to remedy any defective or non-conforming Deliverable or Good within a reasonable period of time, Tredence may (a) terminate the Purchase Document, (b) return all or part of the defective or non-conforming Deliverables or Goods to Supplier and/or (c) keep the defective or non-conforming Deliverables and Goods. Tredence shall have no payment obligation and/or shall be entitled to a refund for defective or non-conforming Deliverables or Goods.
Supplier shall establish and maintain appropriate business standards, procedures, and controls to ensure that no conflict of interest arises out of Supplier’s performance of the Services, and specifically (without limitation) between Services undertaken for any of Tredence’s clients and any other services that Supplier or its affiliates may perform for such client. Supplier shall not accept or engage in any assignment that would be conflict with Supplier’s prior or current obligations to other clients, or that may place Supplier in a position of not being able to carry out the Services in Tredence or Tredence’s clients’ best interests.
For purposes of these T&C, “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
“Tredence Materials” means any Tredence information, facilities, equipment, systems, or property (including intellectual property). Tredence grants to Supplier a limited, nonexclusive license to use the Tredence Materials solely as necessary to perform the Services. Such limited license shall terminate immediately upon the earlier of: (i) notice by Tredence ; or (ii) termination of the applicable Purchase Document. Tredence grants Supplier no rights to Tredence Materials beyond the scope of these T&C.
Unless otherwise agreed in the applicable Purchase Document, Supplier agrees that any Deliverables (and all Intellectual Property Rights therein) will be the sole and exclusive property of Tredence. All elements in the Deliverables that are protected by copyright are “works made for hire” for which Tredence is the “author”, Tredence will exclusively own the copyright in all such Deliverables upon their creation. To the extent that any aspect of the Deliverables is not protected by copyright or is found as a matter of law not to be a “work made for hire,” and except for Supplier’s Intellectual Property Rights in any Supplier Materials identified in the applicable Statement of Work, Supplier irrevocably and unconditionally assigns to Tredence all right, title, and interest worldwide in and to the Deliverables and all Intellectual Property Rights therein, free and clear of all liens and encumbrances. Supplier understands and agrees that it has no right to use the Deliverables except as necessary to perform the Services for Tredence.
“Supplier Materials” means intellectual property (1) owned or licensed by Supplier immediately prior to the Effective Date of the Purchase Document and not assigned pursuant to a Purchase Document or (2) independently developed or acquired by Supplier separate from a Purchase Document and without use of any Tredence Materials. Supplier shall retain all rights, title, and interest in and to Supplier Materials, subject to a limited, non-exclusive, royalty-free license granted to Tredence solely to the extent necessary for the use, operation, maintenance, support, and enjoyment of the Services, Goods, and/or Deliverables that incorporate Supplier Materials.
Supplier shall prominently declare in the applicable Purchase Document under a section entitled “Third Party Intellectual Property” any third party intellectual property or open source software (1) incorporated into any Services, Deliverables, or Goods or (2) that is required for use of any Deliverable or Good (each a “Dependency”). Each Dependency declaration shall include all necessary documentation, including license terms and copyright notices, for Tredence to be able to adequately determine its rights to use and reproduce the Dependency. Tredence hereby rejects any Goods or Deliverables containing any Dependency that is not declared in a Purchase Document or that is incompatible with the assignments or licenses granted in these T&C or the Purchase Document.
As used in these T&C, “Confidential Information” means all information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party shall include the terms and conditions of (i) the Purchase Document and (ii) business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving party. During the term of the Purchase Document and for five (5) years thereafter, the Receiving Party shall: (i) use at least the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Purchase Document and these T&C, and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with the Purchase Document and these T&C and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Additionally, Supplier shall provide prompt notification to Tredence of any unauthorized access to or disclosure of Tredence Confidential Information. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. Upon termination or expiration of the Purchase Document, or at the request of Tredence at any time during or after the termination of expiration of the Purchase Document, Supplier will deliver to Tredence or destroy and certify destruction (at Tredence’s election and in the manner designated by Tredence) of all Tredence Confidential Information. Deliverables shall be Tredence Confidential Information, but shall not be Supplier Confidential Information unless agreed in advance in the Purchase Document. Nothing in a Purchase Document shall be construed so as to preclude Tredence from developing, acquiring, marketing or providing products or services that may perform the same or similar functions as the Goods, Deliverables and Services.
As applicable, Supplier shall comply with Tredence’s third party security and privacy policy, as updated from time to time, available at THIRD-PARTY SECURITY AND PRIVACY POLICY.
Supplier shall, at its own cost and expense, maintain the following insurance during the term of a Purchase Document, and shall cause each of its agents, independent contractors and subcontractors performing any Services to maintain industry-standard limits of the same categories of insurance at its sole cost and expense and immediately provide proof of insurance to Tredence upon request and shall name Tredence as an additional insured on all policies related to the performance of this Agreement:
industry standard comprehensive general liability insurance, including product liability and completed operations coverage;
worker's compensation insurance as required by applicable law.
Supplier shall not publicize this Agreement's existence or refer to Tredence in promotion or publication without Tredence’s prior written approval. Neither shall the Supplier disclose the provisions of this Agreement without the prior written approval of Tredence.
The Supplier shall not:
during the Term and for a period of two (2) years from the date of termination of this Agreement, incur losses, claims, damages, costs and expenses on Tredence by involving in any activity of conflict with Supplier’s obligations in this Agreement including, directly or indirectly, employing any person who, to the knowledge of the Supplier, is, or during the Term was, an employee of Tredence or induce any such person to leave his or her employment with Tredence, provided however this restriction shall not apply to employment agreements concluded as a result of non-targeted advertisements calling for employment; or
directly or indirectly, solicit or deal with any individuals, companies, or organizations who, to the knowledge of the Supplier, were or are clients of Tredence during the Term of the Agreement, such restriction to apply for the longer of period of two (2) years from the date of termination of this Agreement.
Supplier shall maintain complete and accurate records to substantiate Supplier’s charges under these T&C (including fees, costs, and expenses) for a period of five (5) years from the date of completion of the Services to which the records apply, and Supplier shall promptly comply with Tredence’s reasonable request for copies of such records. Upon reasonable prior notice, Tredence (or an independent third party designated by Tredence) shall have the right to visit, inspect, and audit Supplier’s facilities, records, and data to ensure Supplier’s compliance with its obligations, including those with respect to financial records and Tredence Confidential Information. All audits described in this Section will be conducted reasonably, during normal business hours, and taking reasonable precautions to minimize disruption to Supplier’s normal business. Such audit will be at Tredence’s expense unless such audit reveals an overcharge of five percent (5%) or greater or a material breach in Supplier’s obligations, in which case such audit will be at Supplier’s expense. All Supplier reviews or audits conducted by Tredence shall be governed by the confidentiality terms described in Section 15 (Confidentiality) above. All review or audits conducted by Tredence’s third party designee shall be governed by a confidentiality agreement between Supplier and Tredence’s third party designee, which shall be the standard confidentiality agreement of such third party designee.
Subject to applicable law, each party’s sole indemnification obligation shall be as follows: (a) Supplier shall indemnify, defend (at Tredence’s option), and hold harmless Tredence and its affiliates, and each of their officers, directors, employees and agents from and against all third-party claims, demands, suits, causes of action, awards, judgments and liabilities, including reasonable attorneys’ fees and costs, (collectively “Claims”) arising out of or alleged to have arisen out of: (i) Supplier or Supplier Personnel’s negligence or intentional misconduct, (ii) any actual or alleged infringement, misappropriation, or violation of any intellectual property rights of a third party by any Deliverable or Good or in performance of the Services, (iii) Supplier’s failure to compensate or otherwise perform any obligation imposed on Supplier by law or contract with respect to Supplier’s employment or engagement of Supplier Personnel, (iv) breach of a provision of a Purchase Document, (v) Supplier’s breach of Supplier of any warranty, or any obligation of confidentiality, privacy, data breach notification and other data security obligations; or (vi) abandonment of the Services under this Agreement; and (b) Tredence shall only indemnify, defend, and hold harmless Supplier from and against third-party Claims to the extent the Claims are due solely to Tredence’s gross negligence or intentional misconduct. Supplier shall have no liability for Tredence’s use of Goods or Deliverables outside the scope set forth in a Purchase Document.
NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL TREDENCE BE LIABLE TO THE SUPPLIER FOR DAMAGES FOR ANY CAUSE WHATSOEVER IN AN AMOUNT IN EXCESS OF THE AMOUNTS PAID OR DUE TO THE SUPPLIER UNDER THE PURCHASING DOCUMENT GIVING RISE TO SUCH CLAIM.
A Purchase Document and these T&C shall continue in force until the later of (a) the completion or expiration of the term specified in the applicable Purchasing Document; (b) completion of the Services; or (c) expiration of all warranties for Goods or Deliverables. A Purchase Document for Goods may be terminated or cancelled by Tredence, in part or in whole, for any reason immediately upon notice. A Purchase Document for Services and/or Deliverables may be terminated or cancelled by Tredence, in whole or in part, for convenience with fifteen (15) days prior notice. A Purchase Document for Services and/or Deliverables may be terminated by Tredence, in whole or in part, effective as of the occurrence of Supplier’s curable breach if Supplier fails to cure the breach within thirty (30) days of notice of such breach from Tredence. A Purchase Document for Services and/or Deliverables may be terminated by Tredence, in whole or in part, immediately upon Supplier’s incurable breach. Supplier has the right to Terminate a Purchase Document by providing 15 days prior notice upon non-Payment of any undisputed invoice(s) due by Tredence. Upon the effective date of termination by Tredence, Supplier shall: (i) immediately cease all work under the Purchase Document and Tredence shall be liable only for authorized work completed as of the date of termination; and (ii) provide Tredence with any and all work in progress or completed work under the Purchase Document. If Tredence elects to have Supplier continue performance under a Purchase Document, it shall remain in effect until both parties have fulfilled all of their obligations. Within thirty (30) days from the date of termination of a Purchase Document, Supplier shall submit to Tredence an itemized invoice for any previously approved fees or expenses accrued but unpaid until the time the Purchase Document was terminated. There shall be no charges for canceling Purchase Documents for standard Goods. Any claim for cancellation charges for nonstandard Goods must be submitted to Tredence in writing within thirty (30) days after receipt of Tredence’s cancellation notice. Supplier’s claim may include: (i) the cost of unique Goods in process, and (ii) the cost of paying claims to Supplier’s vendors for work directly allocable to Goods cancelled and which cannot be diverted to other customers of Supplier’s vendors. Supplier shall, whenever possible, place such Goods in process in inventory and sell them to other customers. In no event shall any such claim for nonstandard Goods exceed the total price for Goods cancelled. Upon payment of Supplier’s claim, Tredence shall be entitled to all work and Goods paid for. Tredence reserves the right to inspect Supplier’s work and Goods in process and to audit all relevant documents prior to paying Supplier’s claim.
Supplier, warrants and agrees that it shall help, support and cooperate with Tredence to establish and maintain a contingency plans, including a plan for Disaster Recovery, Business Continuity Plan (“BCP”) for which Supplier shall take all the requisite steps as communicated by Tredence, including where Tredence so require and request Supplier to hand over and return all the information, details, Confidential Information of Tredence to Tredence and or to any other service provider of Tredence’s choice so that the Services agreed under this Agreement are not disrupted and are continued by a new service provider and in this regard Supplier shall actively inform, explain and help and support the new service provider and its personnel to fully understand the Services and the extent up to which Supplier has already rendered its Services and other required help, support and cooperation for the smooth transfer of the Services from the Supplier to any other service provider of Tredence’s choice.
The Supplier shall comply with all applicable international, federal, state, local labor, human rights, and environmental laws, regulations and ordinances now or hereafter enacted, including: (a) data protection and privacy laws; (b) employment, tax, immigration, benefits, and workers compensation laws; (c) maintaining safe and fair working conditions, implementing anti-discrimination and anti-harassment measures, ensuring worker health and safety; (d) adopting environmentally responsible practices such as reducing greenhouse gas emissions, managing waste responsibly, and protecting biodiversity; and (e) international anti-corruption laws, such as the Foreign Corrupt Practices Act 15 U.S.C. § 78dd-1, et seq. and the United Kingdom Bribery Act. Upon request, Supplier agrees to issue certificates certifying compliance with any of the aforementioned laws or regulations as may be applicable to any Goods, Services or Deliverables being furnished under a Purchase Document. Supplier shall make no payments or transfers of anything of value which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
The governing law of each Purchase Document shall be the local laws of the jurisdiction where the Tredence entity that is a party to the Purchase Document is located, excluding its conflict of laws principles, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods.
Any disputes arising out of or in connection with a Purchase Document shall first be resolved through good-faith negotiations between the Parties. If the dispute is not resolved within thirty (30) days, either Party may escalate the matter to senior management for resolution.
If the dispute still remains unresolved, and judicial resolution is permitted under a Purchase Document, each Party agrees to submit to the exclusive jurisdiction of the courts in a mutually agreed venue that is most suitable for both Supplier and the Tredence entity that is a party to the Purchase Document.
Notwithstanding the foregoing, Tredence may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property, confidential information, or proprietary rights.
Supplier shall not subcontract any Services without the prior written consent of Tredence, which Tredence may grant or withhold in its sole discretion. If Tredence provides such written consent, then Supplier shall have the primary obligation to perform the Services, and shall be fully responsible for the performance of any subcontractor and their compliance with these T&C and the Purchase Document. Supplier shall, in its contracts with all permitted subcontractors and agents in the provision of Services, flow down all of its obligations set forth in these T&C and the Purchase Document.
Supplier may not assign any of its rights or obligations under a Purchase Document, whether by operation of law or otherwise, without the prior written consent of Tredence.
Neither Supplier nor any of its subcontractors or other third parties used by Supplier for the performance of any of the Services will have any lien, claim or encumbrance upon any Tredence Materials , and Supplier hereby waives, and will cause each of its subcontractors and any other third party used by Supplier for the performance of any of the Services to waive, any lien, claim or encumbrance upon any Tredence Materials or Deliverables.
The remedies provided herein shall be cumulative and shall not preclude any party from asserting any other rights or seeking any other remedies against the other party, or such other party's successors or permitted assignees, pursuant to this Agreement, as provided under other agreements, and as provided by applicable law. Nothing contained herein shall preclude a party from seeking equitable relief, where appropriate.
Neither party shall be liable for any default or delay in the performance of its responsibilities under a Purchase Document if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, riots, strikes, civil disorders, quarantine restrictions, epidemics, pandemics, or any other cause beyond the reasonable control of such party (“Force Majeure”); provided the non-performing Party (i) gives prompt written notice of such Force Majeure event, (ii) is without fault in causing such default or delay, and (iii) such default or delay could not have been prevented by reasonable precautions and could not reasonably be circumvented by the non-performing Party through the use of alternate sources, workaround plans or other means. The time for performance for the non-defaulting party under the Purchase Document will be extended as necessary, without penalty or liability to such party, for the same period of time as the delay. However, if it appears that the Force Majeure will result in a delay in Supplier’s performance of more than thirty (30) days, Tredence may, at its option, terminate the Purchase Document immediately by written notice to Supplier.
All notices, requests, waivers and other communications shall be made in writing, in the English language and by letter (delivered by hand, courier or registered post), email or facsimile transmission (save as otherwise stated) (“Notices”) and to the addresses set forth in the Purchase Document, unless the addresses is changed by Notice.
Any term or condition which by its nature is clearly intended to survive the expiration or termination of these T&C, shall survive any expiration or termination of these T&C, including Confidentiality, Indemnification, Limitation of Liability, Records and Audit, Term, and Entire Agreement Sections.
At all times Supplier shall be acting as an independent contractor, and shall not be construed or deemed to be an employee, agent, partner, associate or joint venturer of Tredence within the application of any federal, state, city or local laws or regulations. Neither party has authority to assume or create any obligation or representation, express or implied, on behalf of or in the name of the other party, except as specifically provided herein.
All references to “Purchase Document” include these T&C. A Purchase Document constitutes the entire agreement between the parties with respect to its subject matter, supersedes all prior agreements, whether written or oral, and supersedes and merges all prior discussions between Tredence and Supplier. A Purchase Document may contain additional terms so long as they do not conflict with these T&C. These T&C shall prevail over any conflicting terms of a Purchase Document, unless the conflicting terms are in a Purchase Document signed by Tredence and Supplier and labeled as “Modified T&C”. Any terms, conditions or provisions of any Supplier quotation, confirmation, order acknowledgement, invoice, or other commercial document sent to Tredence are hereby rejected, and shall not constitute additional or modified terms. Purchase Documents shall be construed according to their fair meaning and as if prepared by both parties. A Purchase Document may be amended by a written document executed by both parties. A purchase order issued by Tredence may also be amended through the issuance by Tredence of a revised purchase order. The headings contained in these T&C have been inserted for convenience of reference only and are not intended to define, limit or affect scope or intent. If a provision of a Purchase Document is held to be invalid, illegal or otherwise unenforceable, the remaining provisions shall be unimpaired, and it shall be replaced with a provision which comes closest to the intention of the parties. No failure or delay by either party in exercising any right under a Purchase Document shall constitute a waiver. Any waiver must be in writing executed by Tredence and Supplier and shall not be deemed a waiver of any future breach. The remedies provided in a Purchase Document are in addition to any other remedies of a party at law or in equity.