Last updated: March 20, 2024
This Purchase Order and Terms and Conditions of Purchase Order (together “PO”) is issued by Rocket Software, Inc. if purchases are made in the U.S. or by other applicable Rocket Software affiliate or subsidiary set forth on the PO (collectively “Rocket Software”) to the party listed on the face of this PO (the "Supplier") for the purchase of goods or services, including tangible materials, items, goods, products or components ("Material") or licensed software or services ("Services"), which may be described in a mutually agreed Supplier order form, statement of work, estimate, proposal, quote or similar document (“SOW”) that are set forth in this PO and any other agreement between the parties signed by Rocket Software (“Agreement") pursuant to which this PO is issued. The terms and conditions of the Agreement, if any, are incorporated herein by reference. Rocket Software, in its sole discretion may modify these Terms and Conditions of Purchase Order on the face of the PO, in which case the modified terms in the PO shall apply. Supplier’s delivery of the Material or Services described or referenced in this PO or acceptance of payment constitutes Supplier’s acceptance of this PO.
1. Delivery and Acceptance
1.1. Time and date of delivery are of the essence. Unless otherwise designated on the face of this PO, risk of loss shall remain with Supplier until receipt of Material by Rocket Software or Rocket Software's agent at destination or until title passes to Rocket Software, whichever is later. In addition, Rocket Software reserves the right to refuse delivery of Material made more than one (1) week in advance of the delivery schedule included herein and return such Material to Supplier at Supplier's expense. Unless otherwise agreed to by both parties, Rocket Software may return Material, for any reason, to the Supplier within thirty (30) days of acceptance for a refund of the amount paid by Rocket. Title to the Material shall pass to Rocket Software upon acceptance by Rocket Software. Supplier shall furnish any and all documentation required to grant Rocket Software an unencumbered title and free and clear ownership to the Material.
1.2. Material and Services are subject to Rocket Software's inspection and acceptance within a reasonable time after delivery. If the Material or Services or any portion thereof is defective or fails to conform to any specifications, drawings, samples or other description referenced on the face of the PO, the Agreement or an applicable SOW, or if the Material or Services are not acceptable to Rocket Software, Rocket Software may, at its sole discretion, (1) reject such Material and/or Services and receive a full refund of any amounts paid by Rocket Software with respect thereto, (2) provide Supplier a commercially reasonable time to deliver conforming Material and/or Services, or (3) cancel this PO without prejudice to Rocket Software's right to damages for such breach.
2. Invoicing, Price and Payment
2.1. Supplier expressly agrees that the prices quoted in this PO are firm and shall remain firm until all Material and Services have been delivered, unless otherwise agreed in writing by both parties.
2.2. Rocket Software shall not be obligated to pay for any Material or Services delivered in excess of any not-to-exceed amounts or caps on fees. Unless otherwise expressly agreed to on the face of this PO, all shipments for Material shall be FOB Rocket Software’s place of business to which the Material are to be delivered. All costs, including freight charges, insurance, packaging and protection of Material shall be born by Supplier until delivery by Supplier to Rocket Software as provided in this PO.
2.3. Rocket Software may provide a tax exemption certificate or tax payment receipt within 30 days from invoice date.
2.4. Each Supplier invoice shall be at time of delivery for Material and in arrears for Services and each invoice shall reference this PO and include supporting detail and documentation of all charges.
2.5. Unless otherwise agreed by Rocket Software in writing, if this PO is issued by Rocket Software, Inc. all amounts are due and payable in U.S. dollars and if issued by other Rocket Software entity all amounts are due and payable in the applicable currency within ninety (90) days from the date on which Rocket Software receives a correct invoice from Supplier that includes approved PO number applicable to each charge.
2.6. Credits due to rejections or discrepancies on paid invoices may, at Rocket Software’s discretion, be offset and deducted from subsequent payments.
2.7. Payments due hereunder may be made via credit card, automated clearing house (ACH), or other method determined in Rocket Software’s sole discretion. Rocket Software reserves the right, without penalty, to withhold payment of any disputed amounts until the parties have resolved such dispute to their mutual satisfaction. Thereafter, Rocket Software will pay such outstanding amounts in accordance with such mutual resolution within thirty (30) days.
3. Termination
3.1. For Cause.
Rocket Software may terminate this PO in whole or in part at any time by written notice (including via electronic mail) in the event that Supplier: (1) fails to comply with any term or condition of this PO or attachments or exhibits hereto, including but not limited to delivery terms, or (2) appoints a receiver or trustee in bankruptcy or other similar officer over any or all of its property or assets, files a voluntary petition or has filed against it an involuntary petition in bankruptcy which remains in effect for thirty (30) days, merges with or is acquired by a third party, or assigns any of its rights or obligations under this PO to a third party without Rocket Software's advance written consent. Upon the occurrence of any one of the aforesaid events, and in addition to any remedies which Rocket Software may have at law or in equity, Rocket Software may cancel this PO by notifying Supplier in writing of such cancellation. Rocket Software shall have no liability to Supplier beyond payment of any amounts owed under this section following such termination under this section.
3.2. For Convenience.
Rocket Software may, in its sole discretion, terminate this PO for convenience at any time upon fifteen (15) days prior written notice (including via electronic mail) without penalty or liability except for payment due to Supplier for (i) Material provided and accepted by Rocket Software or (ii) for costs and expenses of Services performed or incurred under the SOW up to the termination date thereof. Rocket Software shall have no liability to Supplier beyond payment of any amounts owed under this section following such termination under this section.
4. Confidential Information
Without express prior written consent of Rocket Software, Supplier shall neither disclose to any person other than its wholly-owned affiliates, employees, agents and representatives on a need-to-know basis, nor use for its purposes other than performing its obligations under the PO, any information received from Rocket Software in connection with the Material and/or Services to be provided under this PO including, but not limited to, trade secrets and non-public information regarding marketing plans, present or future products, processes or services, input and output for Services, suppliers, customers, pricing and financial information and any personal data of Rocket Software employees, contractors, agents, or customers (“Personal Data”) (such afore-mentioned Rocket Sofware information, “Confidential Information”). Confidential Information includes information in any tangible or intangible format or medium, including without limitation, oral, written, electronic, recorded, photographic, or machine readable, whether or not marked or otherwise identified as “confidential,” if the information should reasonably be considered to be confidential. Confidential Information shall also include, but not be limited to, any deliverables generated by Supplier in performance of its obligations hereunder. Upon the earlier termination of this PO or completion of the provision of Material or Services hereunder, Supplier shall automatically destroy or return to Rocket Software all Confidential Information delivered to Supplier or generated by Supplier pursuant to the performance of this PO and, in case of deletion, shall confirm its destruction upon request.
5. Security Procedures.
5.1. Supplier agrees that it has in place and will maintain appropriate, industry-standard technical and organizational measures in order to protect Confidential Information and agrees to promptly notify Rocket Software in the event of any breaches of Sections 4 or 6 or other accidental or unlawful loss, destruction, alteration, exposure, unauthorized access, or misuse of Confidential Information and assist with response steps as necessary. Any Confidential Information will be encrypted in storage and when transmitted. Supplier has a documented effective Information Security Framework (e.g., ISO, NIST, SOC, etc.) in place supported by relevant standards and processes and which is regularly audited by external independent certified auditors.
5.2. If the Supplier obligations or Services hereunder are performed at a Rocket Software facility, Supplier will, and will cause its personnel assigned hereunder to, comply with all Rocket employee and security policies and procedures (including the requirements set forth in Section 7 below). Supplier personnel are subject to written confidentiality agreements no less stringent than the confidentiality terms set forth herein and are trained in relevant information security training at least annually, which should be aligned with industry standards and any Rocket Software security and compliance policies provided to Supplier.
6. Data Protection and Privacy.
In order to provide the obligations or Services hereunder, Supplier may be given access, collect and/or otherwise process Personal Data, either as a processor (or subprocessor) on Rocket’s behalf, or as an independent controller. To the extent that Supplier is a processor (or subprocessor) of Personal Data, the Data Processing Addendum applies: /data-processing-agreement-vendor. To the extent Supplier is a controller of Personal Data, Supplier agrees to comply with all data protection and privacy regulations applicable to such Personal Data, including to following: (i) maintain appropriate technical and organizational measures to protect the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Personal Data; (ii) ensure any third parties are subject to written terms which require them to process the Personal Data to the standard required under applicable data protection and privacy laws; (iii) process the Personal Data solely as necessary to perform the obligations or Services hereunder, with lawful grounds; (iv) not to resell, share, disclose, or otherwise make available to any third party for commercial benefit; and (v) promptly notify Rocket Software of a data breach with regard to the Personal Data in accordance with Section 5 hereof.
7. Compliance with Laws and Regulations; Code of Conduct.
7.1. Supplier shall, at its own expense, comply with all applicable country and local laws, ordinances, rules, regulations, and codes in the performance of the Services or provision of the Material hereunder, as well as the requirements applicable to vendors/suppliers set forth in Rocket’s Code of Conduct, located at www.rocketsoftware.com/company/legal/code-of-ethics.
7.2. Supplier acknowledges that any software, technical data, and information provided by Rocket Software is subject to export control laws and regulations, including but not limited to, the U.S. Export Administration Regulations (“EAR”) and regulations promulgated by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Supplier will treat all technical information on a Rocket- Software proprietary and confidential basis. Supplier will not use the software, technical data, or information in any manner prohibited by U.S. law, and Supplier certifies that Supplier and any persons provided by Supplier to perform Services is eligible to receive such software, technical data, and information under U.S. export controls and OFAC regulations. Supplier agrees not to export or transfer, or allow access to or use of the software, technical data, and information without authorization from Rocket, and the U.S. Government if applicable, and that diversion contrary to U.S. law is prohibited.
7.3. Supplier agrees to comply with all applicable foreign or domestic anti-corruption and anti-bribery Laws, as in effect from time to time, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any laws intended to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively, “Anti-Corruption Laws”). Without limiting the generality of the foregoing, Supplier agrees not to make, authorize, offer, grant, or promise to make or give any money, pecuniary advantage, or any other thing of value, directly or indirectly, to any current or former government official or employee (including employees of a state-owned or controlled enterprise or of a public international organization), candidate for political office, or an official of a political party, or any current or former employee, director or consultant of a non-government organization which is either a customer, prospect or partner of Rocket Software , for the purpose of securing any improper or unfair advantage or obtaining or retaining business in connection with the activities contemplated hereunder or for the purpose of improperly inducing or rewarding favorable treatment or advantage in connection with this Agreement. Supplier agrees to immediately notify Rocket Software of any request that it receives to take any action that might constitute, or be construed as, a violation of the Anti-Corruption Laws.
7.4. Supplier agrees to act ethically, transparently and fairly in performing its activities under the Agreement and represents that it has an established internal compliance program. Supplier shall conduct its employment practices in full compliance with all applicable laws and regulations, including those applicable to human rights, fair and equal opportunity employment, promotion of healthy and safe working conditions, the payment of minimum wages, the prevention of slavery, forced labor, child employment, human trafficking, discrimination and harassment of any kind. For the avoidance of doubt, Rocket Software requires Supplier to fully comply with t the UK Modern Slavery Act of 2015 and the Australian Modern Slavery Act of 2018, as well as requirements related to supply chain due diligence, such as those outlined in the German Act on Corporate Due Diligence Obligations in Supply Chains and the California Transparency in Supply Chains Act.
7.5. Suppliers are required to promptly report to Rocket Software any actual or suspect violations of applicable either by contacting a member of Rocket’s legal department or via https://secure.ethicspoint.com/domain/media/en/gui/88762/index.html, Rocket Software’s anonymous reporting hotline.
7.6. Rocket Software reserves the right to require Supplier to affirm its acceptance and compliance with applicable law and the requirements set forth herein or complete an evidence-based assessment scored by a third party or allow an on-site audit to monitor conformance with and encourage continuous improvement against applicable law. In the case of violation of these requirements or law, Rocket Software may suspend or terminate its relationship with the Supplier. In the case of a violation of the law, Rocket Software may also disclose the matter to the appropriate authorities.
8. Relationship of the Parties; Obligations
8.1. Independent Contractor. Supplier is providing Material or Services to Rocket Software as an independent contractor and not as an employee, agent, partner, joint venture, or other form of representative of Rocket Software. In no event will Supplier have any power or authority to act for, represent, or bind Rocket Software in any manner unless specifically authorized in writing by a Rocket Software corporate officer. At no time will Supplier purport to commit or obligate Rocket Software in any way to Rocket Software’s customers or any other third party with respect to the Material or Services or otherwise.
8.2. Supplier Personnel.
8.2.1. All personnel supplied or used by Supplier to perform its obligations or provide Material or Services hereunder are employees of Supplier and will not be considered employees, agents, or subcontractors of Rocket Software for any purpose. Supplier is and will remain fully and exclusively liable for the actions of all Supplier personnel performing the obligations or Services. Supplier’s personnel will not be entitled to any of the benefits made available to Rocket Software personnel. Supplier will pay and report as required, for all personnel assigned hereunder, applicable wages, federal and state income tax withholding, social security taxes, and unemployment insurance. Supplier will bear sole liability for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled. Supplier represents and warrants that it has obtained executed written agreement from each of its personnel (employees, agents, contractors, or subcontractor) supplied or used by Supplier to perform its obligations or provide Material or Services hereunder that: (1) assigns to Supplier all rights, title, and interest in any intellectual property created or developed in connection with their duties under supplier, and (2) waives all Moral Rights (personal rights associated with authorship of a work under applicable law) to the extent permitted by law.
8.2.2. To the extent that Supplier provides Services on-site at a Rocket Software facility, or as a subcontractor to Rocket Software at a Rocket Software customer facility,
8.2.2.1. Rocket Software reserves the right to reasonably determine the quality of Supplier’s performance (which includes the performance of any approved subcontractors) under this PO.
8.2.2.2. Rocket Software shall retain the right to reject any of Supplier’s personnel (which, for the avoidance of doubt, includes Supplier’s approved subcontractors) who’s qualifications, experience or conduct, in the discretion of Rocket Software render such personnel unsuitable for the project.
8.2.2.3. Supplier shall, and shall ensure that its employees and approved subcontractors, perform the Services on or with access to Rocket Software premises at all times in compliance with all applicable safety and security protocols of which Supplier is notified in addition to any specific site and security procedures specified in the applicable SOW or Agreement including, but not limited to: (a) compliance with the terms of this PO, including compliance with applicable laws, (b) compliance with ethical and professional standards applicable to the profession in which Supplier and its personnel are engaged, (c) no carrying or possession of a weapon, ammunition, alcohol or drugs while on Rocket Software’s premises or attending Rocket Software-sponsored activities, and (d) no working while under the influence of alcohol or illegal drugs while performing Services.
8.2.2.4. If Rocket Software determines that any personnel assigned to a particular project are unsuitable, for any reason, to perform the Services requested, Supplier shall promptly replace such personnel.
8.2.2.5. If, at any time, Supplier, any approved Supplier subcontractor or personnel providing Services believe that they have not complied with the applicable policies and procedures or become aware of an incident of non-compliance, Supplier shall promptly notify Rocket Software management.
8.2.2.6. If this PO is issued by Rocket Software, Inc., to the extent permitted by applicable law, Supplier shall, at minimum and at its expense, conduct pre-hiring, criminal and background screening (collectively, “Background Check”) on all Supplier personnel who will perform Services including, without limitation, approved Supplier subcontractors and Supplier shall ensure all such personnel satisfy the requirements in the Background Check prior to being assigned to perform Services. All criminal background investigations and drug screening must be completed by a National Association of Professional Background Screeners (“NAPBS”) or equivalent certified company and to Rocket Software’s satisfaction.
9. Government Contracting
9.1. If Supplier-provided Material or Services are to be used as part of a U.S. Government prime contract or subcontract, the applicable provisions of the FAR and the Department of Defense Supplement to the FAR ("DFARS"), in effect on the date of this PO, unless otherwise specified, are applicable to and are incorporated by reference into the PO (in addition to these terms and conditions) with the same force and effect as if set forth in full text. Supplier’s obligations are thereunder similar to the obligations of Rocket Software under its Government prime contract or subcontract. In addition to the following clauses, there are also incorporated by reference into this PO any and all clauses or terms and conditions which are required to be in federal procurement subcontracts as a matter of law.
9.2. Supplier shall, to the extent they apply, abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin and require affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability.
9.3. Rocket Software seeks to engage with diverse vendors, if Supplier meet the definition of a diverse vendor, it shall provide Rocket Software the diversity classification details and a current copy of Supplier’s diversity certification(s).
10. Intellectual Property; Ownership.
10.1. Supplier Materials. All information and materials, including computer software, provided to Rocket Software by Supplier or otherwise used by Supplier in connection with the Services, that Supplier developed or acquired prior to or independently of this PO (the “Supplier IP”) are and remain the property of Supplier or its licensors, which retain all Intellectual Property Rights therein. Supplier IP include derivative works created to the foregoing, even if the derivative works were created as part of the Services, to the extent such derivative works do not incorporate any Deliverables (defined below), Confidential Information, and/or Rocket IP.
10.2. Licensed Supplier Materials. “Licensed Supplier IP” means Supplier IP that is incorporated in Deliverables. Supplier hereby grants to Rocket Software a nonexclusive, irrevocable, world-wide, perpetual, fully paid-up and royalty-free license to use, copy, modify, maintain, support, and create derivative works of Licensed Supplier IP as part of the Deliverables. The foregoing license includes use by Rocket Software employees, third party vendors, consultants, auditors, agents, and representatives, providing services to or on behalf of Rocket Software. Licensed Supplier IP that is based on Confidential Information and/or know how are licensed by Supplier exclusively to Rocket Software.
10.3. Rocket Materials. All information, materials and technology, including computer software, provided to Supplier by Rocket Software or otherwise used by Rocket Software in connection with Services hereunder, including modifications, changes and derivatives thereto whether or not created as part of the Services (“Rocket IP”) are and remain the property of Rocket Software or its licensors, which retain all intellectual property rights therein. Supplier obtains no right, title, or interest therein, except that during the performance of Services hereunder Supplier may use the Rocket IP for the sole, exclusive, and limited purpose of performing Services under this PO, related SOW or Agreement, if any. Supplier will comply with the terms of any license or agreement applicable to Rocket IP. Supplier will return to Rocket Software all Rocket IP in Supplier’s possession or control upon Rocket Software’s request and, in any event, upon termination of the applicable SOW or other Services document, including this PO.
10.4. Deliverables. All software programming (including all object code, source code, and materials pertaining thereto), work product and other deliverables (including APIs), and all related written reports, requirements documents (including newly created technical and non-technical data embodied therein), specifications, program materials, flow charts, notes, outlines and the like, and all intermediate and partial versions thereof, that are developed, authored, conceived, originated, prepared, or created by Supplier or its employees, agents, contractors or subcontractors in connection with Supplier’s performance of Services hereunder (collectively, “Deliverables”), and all intellectual property rights in and thereto and derivative works created therefrom, are the sole and exclusive property of Rocket Software, from the date of conception, creation, or fixation of the Deliverables in tangible form. All newly created copyright aspects of Deliverables are considered a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended. If and to the extent Deliverables, or any part thereof, is found by a court of competent jurisdiction not to be a “work-made-for-hire” within the meaning of the Copyright Act of 1976, as amended, Supplier hereby assigns all exclusive right, title, and interest in and to those newly created copyrightable aspects of Deliverables, and all copies thereof, to Rocket Software without further consideration. Notwithstanding the foregoing, all intellectual property rights in and to the Deliverables and any of the ideas contained therein are automatically assigned to Rocket Software without further consideration.
10.5. Use of Artificial Intelligence.
10.5.1. Supplier shall not supply or use any artificial intelligence systems, models, algorithms, or processes (collectively, “AI”) in connection with the Material, Services, Rocket material, or Rocket IP, without prior written consent of Rocket Software. “Supplier AI” is any AI that is used or supplied (directly or indirectly) by Supplier in connection with the Material, Services, Rocket Material, or Rocket IP.
10.5.2. All information, data, intellectual property, or other input to the Supplier AI (collectively, “AI Input”) shall be exclusively owned by Rocket Software. All intellectual property, generated, developed, or produced by AI, including but not limited to inventions, algorithms, data models, software code, copyrights, trademarks, and designs (collectively, “AI Output”) shall be exclusively owned by Rocket Software. Supplier agrees to treat the AI Input and the AI Output as confidential information and to take all necessary measures to prevent its unauthorized disclosure or use, including but not limited to, implementing adequate security measures, and restricting access to authorized personnel only.
10.5.3. Supplier shall prevent any AI Input, AI Output, Rocket Material, or Rocket IP from being used to train Supplier AI. Supplier’s use of any unauthorized AI Input, AI Output, Rocket Material or Rocket IP in conjunction with AI may result in irreparable harm to Rocket Software, including but not limited to loss of competitive advantage, damage to reputation, and potential legal liability.
11. Indemnification
11.1. Supplier shall defend, indemnify and hold Rocket Software harmless from and against any and all loss, liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement (“Losses”) based on, arising out of or otherwise in connection with any claim (threatened or actual) made by a third party based upon or arising out of (i) infringement or misappropriation of any intellectual property rights in connection with the Material and/or Services furnished by Supplier to Rocket Software under this PO or (ii) arising out of or related to Supplier AI. If, as a result of any such claim, Supplier is enjoined from providing any Material or Service to Rocket Software or Rocket Software is enjoined from using any Material and/or Services, or in Supplier’s opinion either of the foregoing is likely to occur, Supplier, at its expense, shall take one or more of the following actions: (i) modify the Material and/or Services, as the case may be, so that it is no longer infringing (provided its functionality is not impaired); (ii) replace the Material and/or Services with functionally equivalent materials or services that do not infringe or misappropriate such intellectual property rights; and/or (iii) obtain the right for Supplier to continue providing the Material and/or Services. If Supplier cannot remedy the situation within a reasonable period of time, then at Rocket Software’s election and request, Supplier shall reimburse Rocket Software for all charges paid pursuant to the PO pertaining to such Material and/or Services, or reimburse Rocket Software for the full cost to replace the infringing Material and/or Services. Notwithstanding any such reimbursement, replacement or modification, Supplier’s obligations to defend and indemnify Rocket Software shall not be diminished or eliminated.
11.2 Supplier shall defend, indemnify and hold harmless Rocket Software from and against any claims brought by third parties and any and all Losses based on, arising out of or otherwise in connection with: (i) damage to, destruction of, or loss of property or for bodily injury or death arising out of or in connection with Supplier’s performance of its obligations hereunder, (ii) Supplier’s breach of any representation, warranty or obligation under this PO, or (iii) the negligent or wrongful acts or omissions of Supplier, its employees or subcontractors.
11.3. Supplier will indemnify, defend, and hold Rocket Software harmless from and against any liabilities, claims or demands (including the costs, expenses, and attorneys’ fees) that may result from (i) breach by Supplier (or persons furnished by Supplier) of the confidentiality obligations and warranties set forth in this PO; (ii) death or injuries to persons, including without limitation any injuries or damages claimed under workers’ compensation or similar acts, by persons furnished by Supplier for performance hereunder; (iii) damages to real or tangible personal property caused by Supplier or persons furnished by Supplier; or (iv) theft by Supplier or persons furnished by Supplier for performance hereunder.
11.4. In the event of a claim by a third party for which Rocket Software seeks indemnification hereunder, Rocket Software shall notify Supplier in writing of such claim and forward all related documents to Supplier. Supplier shall then defend the case at its own expense; provided however Rocket Software reserves the right to be represented by counsel at the expense of Rocket at any proceeding or settlement discussions related thereto. Supplier shall have sole control of the defense of any such claim, provided that Rocket Software and its counsel shall have the right at Rocket Software’s expense to participate in the defense of the claim. Supplier shall not agree to any settlement that imposes restrictions on Rocket or requires any action by Rocket Software without Supplier first obtaining Rocket Software’s written consent, and if Supplier fails or elects not to either defend or settle any such claim, Rocket Software may defend or settle such claim and Supplier shall pay to Rocket Software any and all damages and expenses (including attorney’s fees) incurred and amounts paid in settlement by Rocket with respect to such claim.
12. Warranty
Supplier warrants to Rocket Software that: (1) all Material delivered hereunder will be new, merchantable, conform to accepted commercial standards and applicable regulations, and will be suitable for the purposes for which intended if such purposes were made known to Supplier; (2) all Material delivered hereunder is free from defects in design, material and in workmanship; (3) Supplier has good title to the Material and has conveyed such good title to Rocket Software pursuant to the terms and conditions of this PO; (4) the Material and/or Services purchased hereunder conform to applicable specifications, drawings, samples or other description referenced on the face of this PO, the Agreement, or an applicable SOW; (5) Services provided hereunder will be performed in a good and workmanlike manner within the specified time schedule, in accordance with the highest applicable industry standards and all applicable statutes, laws, ordinances, and regulations of any governmental authority having jurisdiction over such matters and (6) the Material, Services and Deliverables and Rocket Software’s use of the Material, Services and Deliverables will not infringe upon any intellectual property rights of any third party. This warranty shall survive termination of any Agreement or this PO.
13. Limitation of Liability
WITH THE EXCEPTION OF SUPPLIER BREACH OF SECTIONS 4-10, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, REVENUE, OR PROFIT, ARISING IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Rocket Sofware's liability to the Supplier for damages, from any cause whatsoever and regardless of the form of action, shall be limited to the charges paid or payable by Rocket Software to Supplier under this PO for the particular Material or Services from which the liability arises.
14. Insurance Requirements
14.1. Supplier shall have and maintain throughout the term of this PO the following minimum insurance coverage:
14.1.1. Workers’ Compensation Insurance as prescribed by state, province or country where the work is to be performed with Statutory Limits;
14.1.2. Employer’s Liability limits at least: $100,000 per accident / $500,00 per policy / $100,000 per employee
14.1.3. Professional Liability Insurance with limits of not less than one million dollars ($1,000,000) USD per occurrence;
14.1.4. Commercial General Liability Insurance: Including Bodily Injury and Property Damage Liability in an amount not less than $1,000,000 combined single limit, per occurrence, and $2,000,000 aggregate.
14.1.5. Rocket Software, Inc. or applicable ordering subsidiary or affiliate is named as an additional insured as it relates to the general liability; and
14.1.6. A waiver of subrogation applies in favor of Rocket Software, Inc. in regard to the general liability.
14.1.7. Insurance policies are Primary & Non-Contributory
14.2. If automobile use is required in performance hereunder, Supplier will maintain Automobile Liability Insurance with limits of not less than:
14.2.1. One million dollars ($1,000,000) per occurrence for bodily injury and property damage, including owned, hired and non-owned vehicle coverage.
14.2.2. Rocket Software, Inc. or applicable ordering subsidiary or affiliate is named as an additional insured as it relates to the automobile liability; and
14.2.3. A waiver of subrogation applies in favor of Rocket Software, Inc, or applicable ordering subsidiary or affiliate in regard to the automobile liability.
14.3. Umbrella or Excess Liability Coverage: Not less than $2,000,000 per occurrence and in the aggregate: If the underlying limits do not meet the required limits, an umbrella policy may be used to reach the full limits.
14.4. Failure to maintain the required insurance coverage will not relieve Supplier from liability nor will the above requirements limit Supplier’ obligations or liabilities hereunder. Rocket Software will be added as an additional insured where permitted under the applicable policy. Supplier insurance coverage is to be primary and non-contributory to Rocket. In the event of insurance cancellation Supplier will provide Rocket Software with thirty (30) days’ notice of cancellation (10 days for non-payment of premium).
15. General
15.1. No Waiver: The failure of either party hereto to enforce any right under this PO, related SOW, or Master Agreement will not constitute a waiver of that right, of the damages caused thereby, or of any other current or future rights under this PO, related SOW or Master Agreement.
15.2. Assignment and Subcontracting: This PO and Supplier’s rights and obligations hereunder may not be assigned, subcontracted, or otherwise transferred, in whole or in part (including by operation of law or in connection with a change of control), without Rocket’s written consent.
15.3. Governing Law.
15.3.1. Governing Law for PO issued by Rocket USA entity: If this PO is issued by Rocket Software, Inc., this PO shall be construed and interpreted in accordance with, and the rights of the parties will be governed by, the substantive laws of the Commonwealth of Massachusetts and the federal laws of the United States, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction, and Supplier consents to personal jurisdiction therein.
15.3.2. Governing Law for PO issued by Rocket entity other than USA entity: If this PO is issued by a non-US Rocket Software subsidiary or affiliate then this PO shall be construed and interpreted in accordance with, and the rights of the parties will be governed by, the laws of the applicable jurisdiction for the Rocket Software legal entity issuing the PO, without giving effect to any choice-of-law rules that may require the application of the laws of another jurisdiction, and Supplier consents to the personal jurisdiction therein.
15.4. Entire Agreement: This PO contains the entire understanding of the parties hereto with respect to the matters contained herein. This PO may not be modified or amended except in writing signed by Rocket Software.
15.5. Conflicting Terms and Conditions: In the event of a conflict between this PO and a SOW, if any, the SOW shall prevail. If Rocket Software and Supplier currently have an active Agreement in place for the purchase of the Material and/or Services, in the event of a conflict between this PO and the Agreement, the Agreement shall prevail. Notwithstanding the foregoing, the provisions of Sections 4-10 shall supersede any SOW or Agreement (unless such SOW or Agreement is more protective of Rocket Software than such provisions). No Supplier terms and conditions attached hereto or referenced in a SOW that add to or modifies these terms and conditions shall apply. Nor shall Rocket Software be bound to any Supplier embededed weblink or click-wrap terms unless such terms are part of the Agreement or other agreement signed by Rocket Software. For the avoidance of doubt, in no event shall Rocket Software be bound by any Supplier autorenewal terms and renewal, if any, must be documented in a separate written agreement signed by Rocket Software.
15.6. Survival: In the event of the expiration or termination of this PO, provisions which by their nature contain continuing obligations shall survive and continue in effect, including but not limited to those provisions regarding taxes, confidential information, intellectual property ownership, warranty, indemnification, and export laws.
15.7. Publicity: Supplier will not use Rocket Software’s logo, trademark, or name for advertisement, promotion or other marketing material or event without Rocket Software’s prior written consent, which may be rescinded at any time.
15.8. Severability: If any provision of this PO or the application of any such provision to any person, entity or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding any portion of the remainder of this PO.