Consortium | Terms and Conditions for the Provision of Services

Definitions.
1. “Change Order” means a written change to this SOW, mutually agreed to in writing and signed by the Parties.
2. “Customer Responsibilities” means the obligations and responsibilities of the Customer set forth herein.
3. “Claims” means any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees).
4. “Confidential Information” means all non-public information exchanged under this whether in oral, written or electronic form, or whether in photographic or machine readable form that, is identified as confidential at the time of disclosure or in writing within thirty (30) calendar days of disclosure, or that should be reasonably inferred to be confidential and/or proprietary to the disclosing Party based on industry standards, prudent business judgment, the nature of the information being disclosed or the manner in which it is disclosed.
5. “Deliverables” means the result of the Services provided to Customer by Consortium Networks.
6. “Effective Date” means the date in which this SOW becomes effective.
7. “Fees” means the compensation owed to Consortium by Customer under the terms of this SOW.
8. “Personal Data” means personally identifiable data and/or protected health information as defined under the Health Insurance Portability and Accountability (HIPAA) or any other applicable law.
9. “Representatives” means a Party’s employees, agents, advisors, or third-party contractors who require access to Confidential Information to perform the Services and/or provide the Deliverables.
10. “Services” means the professional services provided to Customer by Consortium as described in this SOW.
11. “Systems” means the systems and networks in relation to which the Customer requires the Services to be performed, together with any software systems and networks linked to the same and data passing across or contained in any of the foregoing.
12. “Term” means the length of time this SOW shall remain in effect from the Effective Date.
13. “Tools” means proprietary software, solutions, solutions output, tools, tools outputs, data, frameworks, algorithms, and models.
14. “Work Product” means Services and Deliverables as a finished product, collectively.
Relationship of the Parties.
1. The Customer hereby engages the Consortium as an independent contractor to provide the Services described herein to the Customer and Consortium does hereby accept and agree to such engagement. The Consortium shall provide all Services in a professional and workmanlike manner, with diligence, and utilizing best efforts. Neither Party shall be deemed an employer or employee of the other and neither shall be afforded the rights or benefits afforded to an employee, including, without limitation, paid time off, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, pension, retirement or any other employment benefit that either Party may provide for its regular employees. Nothing in this SOW shall be construed to create an employee-employer relationship between the Parties. Customer acknowledges that Consortium provides similar services to other Customers and that nothing in this SOW will prevent Consortium from carrying on such business or providing such services provided Consortium does not breach its obligations of confidentiality hereunder.
Payment Terms.
1. Invoices. Customer shall remit payment to Consortium within thirty (30) calendar days following Customer’s receipt of an invoice from Consortium. Payment shall be made in United States Dollars and exclusively via Automated Clearing House (ACH) electronic transfers. Payments by credit card or other means will not be accepted (i.e. PayPal, Venmo, etc.). Late fees may be assessed for all past due invoices at Consortium’s sole discretion. Such late fees may be a flat-fee or a percentage based late fee. If Consortium must seek legal assistance in collection of payment owed, Customer shall pay all costs of collection, including but not limited to attorney fees and litigation costs. If Customer, in good faith dispute the accuracy of an invoice, Customer shall provide a written explanation of the basis of the dispute no later than fifteen (15) calendar days following the date of the invoice and shall pay the portion of the invoice not in dispute by the due date. Any disputed amounts determined to be properly due and payable shall be paid within ten (10) days of such determination, together with any late fees or interest which may have accrued from the original due date to the date paid.
2. Taxes. Should any sales, value added, use tax, and/or any other tax, except for taxes based upon Consortium’s income, (“Taxes”) be imposed on any part of the provision of the Services, said tax shall be Customer’s sole responsibility.
Confidentiality.
1. Use. The Parties may exchange Confidential Information prior to and while providing the Services, in the performance of, or as authorized by, this SOW. The Party that receives Confidential Information (hereafter the “Recipient”) from the other Party (hereafter the “Discloser”) agrees not to disclose such information to any third party except as expressly provided herein. The Parties shall not and shall not encourage, solicit, or permit any third party to access, export, migrate, copy, or reverse engineer any Tools or remove or circumvent security or technological safeguards, including any notices or disclaimers provided with any of the Parties’ Confidential Information. Each Party agrees not to disclose Confidential Information of the other Party to anyone other than Representatives who need to have access to such information in order for each Party to perform its obligations under this SOW. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information. Without limiting the foregoing, each Party shall take at least those measures that such Party takes to protect its own Confidential Information of a similar nature. The obligation of Confidentiality shall remain in effect indefinitely.
2. Exclusions. Confidential Information does not include: (i) information that was publicly available at the time of disclosure or that subsequently becomes publicly available other than by a breach of this provision; (ii) information previously known by or developed by the Recipient independent of the Confidential Information, and reasonable written documentation exists to demonstrate such knowledge or development; (iii) information that the Recipient rightfully obtains without restrictions on use and disclosure; or (iv) information that is required to be disclosed pursuant to any law or regulation or by the rules of any stock exchange or by a court of competent jurisdiction.
3. Security Incidents. Recipient shall immediately notify the Discloser in writing of any incident in which the confidentiality, security, or integrity of the Discloser’s Confidential Information has been compromised (a “Security Incident”). In addition, within seven (7) business days after discovery of a Security Incident, Recipient shall provide to Discloser (i) a description of the Security Incident, including the date that the applicable Security Incident was discovered; (ii) a list of the individuals actually impacted by the Security Incident; (iii) an inventory of the data elements; (iv) a description of what corrective action Recipient took or will take to prevent further non-permitted access, uses or disclosures; (v) a description of what Recipient did or will do to mitigate any deleterious effect of the Security Incident; and (vi) such other information as Discloser may reasonably request. Further, Recipient shall promptly implement a remediation plan acceptable to Discloser to address such Security Incident (including coordinating with Discloser in providing notice to any individuals whose Personal Data may be compromised by the Security Incident and covering any reasonable related expenses) and shall further cooperate with Discloser to investigate, correct and prevent the recurrence of any similar Security Incident.
4. Personal Data. In providing the Services hereunder, if the Consortium receives, processes, transfers, or discloses Personal Data, the Consortium agrees to provide at least the same level of privacy and security protection for Personal Data as is required by applicable statutes, laws, regulations, ordinances, rules or orders relating to Personal Data. Without limiting the foregoing, with respect to all Personal Data received or in the possession of the Consortium in connection with its provision of the Services hereunder, the Consortium shall process such Personal Data only on behalf of and for the benefit of Customer and solely to carry out its obligations pursuant to this SOW or Customer’s written instructions, including with regard to transfers, unless required to do otherwise by applicable law (in which event, the Consortium shall inform Customer of the legal requirement before processing Personal Data other than in accordance with Customer’s instructions, unless that same law prohibits Consortium Networks from doing so on important grounds of public interest). Consortium represents and warrants that it has implemented technical and organizational measures appropriate to protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing, and that these measures ensure a level of security appropriate to the risks presented by the processing and the nature of the data to be protected having regard to the state of the art and the cost of their implementation. Consortium shall: (i) taking into account the nature of the Services hereunder, provide reasonable assistance to Customer, insofar as this is possible, for the fulfilment of Customer’s obligations under applicable data privacy laws in respect of data security, data breach notification, data protection impact assessments, prior consultation with supervisory authorities and the fulfilment of data subjects’ rights; (ii) inform Customer within three (3) days of any inquiry or complaint received from an individual or supervisory authority in relation to Personal Data; and (iii) make available to Customer all information reasonably necessary to demonstrate compliance with the terms of this SOW, and allow for and contribute to audits, including physical inspections, conducted by Customer or its Representatives bound by appropriate obligations of confidentiality, with reasonable prior written notice and during Consortium’ normal business hours.
5. Retention of Deliverables. Consortium has the right to retain copies of the Deliverables, provided that the foregoing does not include rights to distribute, disclose or create derivative works of Customer’s Confidential Information incorporated into the Deliverables and any Deliverables will be treated as Confidential Information hereunder. Additionally, Customer agrees that Consortium may use de-personalized anonymous Customer information, compiled as a result of the Services, for internal business purposes.
Warranty.
1. Consortium warrants that (i) all Services will be performed in a good and workmanlike manner and in accordance with highest industry standards for services of a like kind, and (ii) it shall comply with all relevant and applicable laws in the United States while performing the Services. Except as set forth in this Section 5 (Warranty), Consortium makes no other representations or warranties regarding the Services, express or implied, and expressly disclaims the implied warranties of merchantability, fitness for a particular use or non-infringement. Consortium provides no warranty that any recommendations provided during the term of this SOW will prevent or guarantee avoidance of any future security breaches or unauthorized access to Customer’s networks, systems, or physical locations. No advice or information, whether oral or written, obtained from Consortium or its employees or representatives shall create any warranty not expressly stated in this SOW. All such other warranties are hereby disclaimed
Conflicts.
1. The execution, delivery, and performance of this SOW by Consortium and Consortium Representatives do not conflict with any agreement to which they are a party or by which they are bound. Should a conflict arise, Consortium will promptly provide written notification to Customer.
Back-Ups.
1. Customer shall fully back-up all data and copies of all computer programs and data immediately prior to commencement of the Services, and which may be affected by the provision of the Services. Where appropriate, Customer will regularly perform such back-ups during the performance of the Services.
Disruptions.
1. Customer agrees that while Consortium will use all reasonable efforts and industry best practice to avoid disruption of Customer’s network, the tools and techniques used may cause disruption to the Customer’s Systems and/or possible loss of or corruption to data and/or software, and the Customer agrees to make back-ups pursuant to Section 7 (Back-Ups).
Incidental Access.
1. While providing the Services, Consortium may obtain incidental access to Personal Data. Customer represents and warrants that it has obtained all necessary consents required to enable Consortium to gain incidental access to such Personal Data and to perform its obligations under and incidental to this SOW, and that Consortium Network’s incidental access to such Personal Data does not violate any applicable law, rule, regulation or order of any jurisdiction.
Acceptance.
1. Upon notification by Consortium (including any authorized subcontractor) of completion of Services (which may be provided via written communication, email, formal presentation, or other agreed-upon means), Customer shall have five (5) business days in which to accept or reject the Work Product. Customer must act reasonably when determining whether the Services are to be rejected and will only be entitled to reject if Consortium fails to materially provide the Services in accordance with any written specifications herein. Rejection must be in writing and delivered to Consortium within the above five-day period. Customer shall clearly state in writing and with particularity all reasons for any rejection. Within five (5) business days of receipt any notice of rejection, Consortium shall present a corrective plan of action to Customer. Consortium, at no additional expense to Customer, shall then make the appropriate corrections (and Customer shall permit Consortium to make such corrections). If Customer does not provide a written rejection within the above timeframe, or if Customer otherwise indicates acceptance (including by using or relying upon the Work Product), it shall be deemed accepted by Customer on the sixth (6^th) day.
Unauthorized Computer Coding.
1. The Work Product will not contain any computer code designed to impede the operation of the Customer’s business operations or any associated software, computer system or network (including “viruses” or “worms”), that would impair in any way their operation based on the elapsing of a period of time or exceeding an authorized number of copies (including “time bombs,” “time locks,” or “drop dead” devices), or that would permit Consortium or any other third party not authorized by the Customer to access its software, computer system or network to cause such impairment (including “traps,” “access codes” or “trap door” devices.).
Rights in Work Product.
1. Subject to this Section, and provided all Fees have been paid hereunder, all Deliverables (excluding Consortium Information) created specifically for and provided to Customer by Consortium shall be the property of Customer. Customer acknowledges that the Deliverables are not a “work made for hire” and Customer shall not sell, transfer, publish, disclose, display or otherwise make available any Consortium Information within a Deliverable without the prior written approval of Consortium. Customer agrees and acknowledges that Consortium may use existing proprietary or Confidential Information to perform the Services, or include such information in any Deliverable, including but not limited to software, appliances, methodologies, code, templates, tools, policies, records, working papers, knowledge, data or other intellectual property, written or otherwise (collectively, “Consortium Information”). Customer agrees that all such Consortium Information, including all intellectual property rights therein, shall remain the exclusive property of Consortium. To the extent that Consortium incorporates any Consortium Information into the Deliverables, Consortium hereby grants to Customer a royalty-free, non-exclusive, non-transferable license to use such Consortium Information solely for Customer’s internal business purposes, in accordance with the limitations set forth in this SOW.
Liability, Insurance & Indemnification
1. Indemnification. Consortium shall indemnify, defend, and hold harmless Customer against any costs, liabilities or damages arising from any claim that Customer’s authorized use of any Deliverable infringes any patent, copyright, trademark or trade secret. The foregoing obligations are conditioned on the Customer immediately notifying Consortium in writing of any such claim or suit. Notwithstanding the foregoing, Customer’s failure to so notify Consortium shall not diminish Consortium’ indemnity obligations hereunder except to the extent such delay prejudices Consortium’ defense of such matter. Consortium shall have sole control of any such suit (including without limitation the right to choose counsel and settle on behalf of Customer), and Customer shall cooperate with Consortium in connection with its defense at the reasonable expense of Consortium. If Customer is enjoined from using any Deliverable, or if Consortium believes that any Deliverable is likely to become the subject of an infringement claim, Consortium shall, at its option, (i) obtain the right for Customer to continue to use such Deliverable or (ii) replace or modify the Deliverable to make it non-infringing and substantially comparable in functionality. If after using commercially reasonable efforts, Consortium is unable to do either (i) or (ii) above, such Deliverable shall be returned to Consortium and Consortium’s sole liability shall be to refund Customer the amount paid to Consortium for such item or portion thereof. Notwithstanding the foregoing, Consortium will have no liability for any infringement claim based on (iii) use of a Deliverable other than in accordance with applicable documentation or instructions provided by Consortium, (iv) modification of any Deliverable other than by Consortium, (v) the use or combination of any Deliverable with materials not supplied by Consortium, (vi) information supplied by Customer to Consortium that is included in any Service or Deliverable, or (vii) Customer’s use of a superseded version of the Deliverable if the infringement could have been avoided by using the latest version of the Deliverable provided by Consortium. Each Party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its Representatives (“Indemnified Parties”) from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorney’s fees) (“Claims”) arising from any willful misconduct or negligent act or omission of the Indemnifying Party or its Representatives during the performance of this SOW to the extent they cause (viii) loss, damage to or destruction of physical property of the Indemnified Parties or third parties, and/or (ix) death or injury to any person, except that Consortium shall have no liability under this provision for an Intrusion as that term is defined herein. The Indemnified Parties shall promptly notify the Indemnifying Party of any Claim that may give rise to a claim of indemnity hereunder; provided, however, that the failure by an Indemnified Party to notify the Indemnifying Party of a Claim will not relieve the Indemnifying Party of any indemnification responsibility under this SOW, except to the extent the failure, if any, to provide the notice materially prejudices the Indemnifying Party in defending the Claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within fifteen (15) days thereafter, to assume and control the defense of such Claim. The Indemnified Parties shall have the right to participate in the defense of the Claims, at their sole expense. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to any Claim without the prior written consent of the Indemnifying Party. An Indemnifying Party may not, without the prior written consent of the Indemnified Party, settle or compromise any Claim or consent to the entry of any judgment with respect to any Claim unless (x) such settlement, compromise or consent includes an unconditional general release of the Indemnified Party, (xi) such settlement, compromise or consent does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (xii) such settlement, compromise or consent provides that the Indemnifying Party is solely responsible for all payments and does not contain any equitable order, judgment or term that in any manner affects, restrains, adversely impacts or materially interferes with the business of the Indemnified Party. Customer acknowledges that the performance of Services bears risk of potential losses and damages and Customer has been informed of such risks in the SOW under the Section titled “Consent for Services” (“Risks”). Customer agrees to hold harmless Consortium Networks from and against any and all claims, damages, losses, and expenses arising out of or resulting from Risks, including without limitation loss of data, disruption of service, exposure of sensitive data, and damage to information and technology systems, except to the extent such damage is caused by Consortium Networks’ gross negligence or willful misconduct. Where Consortium is required to provide security testing as part of the Services, Consortium may find it appropriate or may be required to probe, test and even infiltrate upon Customer’s personal and real property, without explicit notice or advance permission (“Intrusions”). Customer agrees that any such Intrusions will not constitute a trespass and no legal consequences shall ensue. Customer agrees to advise Consortium of any and all hazardous conditions of their real or personal property that may be encountered by Consortium during such Intrusions. Customer further agrees to fully indemnify and hold harmless Consortium and its Representatives from any and all losses, liabilities and claims related to an Intrusion. Consortium shall advise Customer of any and all successful Intrusions in a timely manner as per the applicable SOW.
2. Limitation of Liability.
  1. Exclusion of Damages. Subject to Section 13(b)(ii) (Liability) below and notwithstanding anything to the contrary, neither Party will be liable to the other Party or its Representatives or any third party for any indirect loss, damage, cost, expense or other claim (including consequential, special, or punitive damages or loss of data or profits) arising out of this SOW even if such Party has been advised of the possibility of such damages.
  2. Subject to this Section b (Liability), a Party’s total aggregate liability to the other Party, its members and any third party under any claims (inclusive of reasonable attorney fees) arising from this SOW shall not exceed the Fees paid by Customer under this SOW. Neither Party excludes or limits its liability for: (c) death or personal injury caused by its negligence or the negligence of its Representatives; (d) any matter which it would be illegal for it to exclude from its liability; (e) its fraud (including, without limitation, fraudulent misrepresentation), gross negligence or willful misconduct; or (f) its indemnification or confidentiality obligations under this SOW. Should any of the foregoing liability limitations not be allowed by the applicable law of this SOW, then the liability of Consortium, and the remedy of Customer, shall be limited to: (g) the re-supply of any Work Product; or (h) the refund of any amounts paid by Customer for such defective Work Product.
3. Insurance. Consortium will maintain during the term of this SOW sufficient insurance against all risks related to the provision of the Services, including (i) General Liability insurance, with liability limits of at least five hundred thousand dollars ($500,000), (ii) Professional Liability coverage with limits of at least one million dollars ($1,000,000) and (iii) workers’ compensation insurance as required by the state or local law in which the work is performed. Upon Customer’s written request, Consortium shall provide Customer a copy of certificates evidencing such insurance coverage.
Ethics, Laws & Regulations.
1. This SOW, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this SOW, or the negotiation, execution or performance of this SOW (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this SOW or as an inducement to enter into this SOW), shall be governed by, and enforced in accordance with, the internal laws of the State of New York, including its statutes of limitations, without regard to any borrowing statute that would result in the application of the statute of limitations of any other jurisdiction. Further, any legal action or proceeding arising under this SOW shall be brought exclusively in the state or federal courts located in the State of New York, and the parties hereby irrevocably consent to the jurisdiction of such courts.
2. Both Parties agree to comply with all applicable laws, regulations, and standards relevant to the performance of their obligations under this SOW, including but not limited to the General Data Protection Regulation (GDPR) (EU 2016/679) and the Digital Operational Resilience Act (DORA) (EU Regulation 2022/2554), as well as any other data protection, privacy, cybersecurity, or operational resilience regulations that may apply. Each Party shall implement and maintain appropriate measures to ensure compliance and shall cooperate fully with the other Party to facilitate adherence to such requirements.
3. Reseller and Customer shall abide by the requirements of 41 CFR 60-300.5(a); 41 CFR 741.5(a); 41 CFR 60-1.4; and 29 CFR part 471, Appendix A to Subpart A, as applicable. These regulations prohibit discrimination against qualified individuals based on protected veteran status and disability and require affirmative action to employ and advance in employment qualified individuals with disabilities.
4. In no event shall Confidential Information, Products, or any other consideration received from Reseller under this SOW be used to solicit, procure, perform, fund, sponsor, or otherwise support illegal, criminal, unethical, corrupt, or fraudulent activities.
5. Party shall abide by applicable Export Control Laws, including, but not limited to the International Traffic in Arms Regulations, 22 C.F.R. Parts 120 et seq., the Export Administration Regulations, 15 C.F.R. Parts 730 et seq., and the sanctions regulations promulgated by the U.S. Department of Treasury’s Office of Foreign Assets Control. Customer shall not share or grant access to any software, hardware, equipment, SaaS, licenses, technology, or other items provided pursuant to this SOW, or otherwise provided by Reseller, to any person who is not a “U.S. person” as such term is defined in 15 C.F.R. § 772.1, without Reseller’s prior written consent. Furthermore, Customer shall not transfer any software, hardware, equipment, licenses, technology, or other items provided pursuant to this SOW, or otherwise provided by Reseller, either physically or virtually, outside the United States without Reseller’s prior written consent. Customer shall indemnify, defend, and hold harmless Reseller and its officers, agents, sub-contractors and employees from and against any and all liability, loss, damages, costs, legal costs (including reasonable attorney’s fees), professional and other expenses and any other liabilities of whatever nature, awarded against or agreed to be paid or otherwise suffered, incurred or sustained by Reseller, whether direct, indirect or consequential arising out of Customer’s breach of this Section 10.5.
Miscellaneous
1. Waiver. No waiver by any Party of any breach of any provision(s) of this SOW shall be deemed to be a waiver of any subsequent or other breach and no failure to exercise or delay in exercising any right or remedy under this SOW shall constitute a waiver thereof.
2. Force Majeure. The Parties shall not be liable to each other or be deemed to be in breach of this SOW by reason of any delay in performing, or failure to perform, any of their obligations under this SOW if the delay or failure was for a reason beyond that Party’s reasonable control (including, without limitation, fire, flood, explosion, pandemic or epidemic, riot, civil commotion, any strike, lockout or other industrial action, act of God, war or warlike hostilities or threat of war, terrorist activities, accidental or malicious damage, or any prohibition or restriction by any governments or other legal authority which affects this SOW and which is not in force on the date of this SOW). A Party claiming to be unable to perform its obligations under this SOW (either on time or at all) in any of the circumstances set out above must notify the other Party of the nature and extent of the circumstances in question as soon as reasonably practicable. If such circumstances continue for more than thirty (30) calendar days, the other Party shall be entitled to terminate this SOW by giving one (1) month’s written notice.
3. Term; Termination. The term of this SOW will begin on the Effective Date and continue until its Expiration Date, unless earlier terminated in accordance with this Section (“Term”). This SOW may be terminated by either Party upon written notice if the other Party breaches any material term of this SOW and such breach remains uncorrected for fifteen (15) business days following written notice from the non-breaching Party. Any failure to pay Fees due, after notification and sufficient time has been provided for the Customer to remedy such failure to pay, shall be deemed a material breach of this SOW. Customer shall pay any invoices submitted for Services performed up to the date of termination.
4. Survival. The following provisions will survive termination of this SOW for any reason: Sections 4 (Confidentiality), 5 (Warranty), and 13 (Liability, Insurance & Indemnification) and any other provision which, by its terms would be expected to survive termination. For clarity, all payment obligations under this SOW shall survive the termination or expiration of this SOW for any reason.
5. Legal Notices. To be effective, notice under the Agreement must be given in writing. Each Party consents to receiving electronic communications and notifications from the other Party in connection with this Agreement. Consortium agrees that it may receive notices from Customer regarding this SOW: (i) by email to legal@consortium.net; or (ii) by registered or certified mail, return receipt requested (or by nationally recognized courier service) addressed to 100 Springdale Road, Suite A3, PMB 353, Cherry Hill, New Jersey 08003, addressed “Legal Notices”. Customer agrees that it may receive notices from Consortium regarding this SOW (a) at the email address provided for Customer’s project manager for this project or (b) by registered or certified mail, return receipt requested (or by nationally recognized courier service) addressed to the mailing address provided in the introduction of this SOW, if addressed to Customer’s legal representative. Notice will be deemed given upon written verification of receipt.
6. Complete SOW. This SOW, including all exhibits, contains the complete agreement between the Parties relating to the Services and any prior understanding or representation, oral or written, relating to the subject matter hereof preceding the date of this SOW will not be binding upon either Party and is superseded hereby. For the avoidance of doubt, any additional or different terms appearing on any invoice, purchase order or other document, including terms and conditions in standard or pre-printed documents or on Customer’s website, that are inconsistent with this SOW shall be void and have no force or effect.
7. Change Orders & Amendments. This SOW may only be modified by a Change Order signed by authorized representatives of Consortium and Customer. Circumstances that require a Change Order include (without limitation) Customer’s failure to meet the Customer Responsibilities by any agreed upon deadlines (in which case, Consortium’ additional time and/or resources expended in accounting for any delay must be provided for in a Change Order) and a change in any applicable law.
8. Assignment. Neither Party may assign, transfer, charge or deal in any other manner with any of its rights under this SOW without having obtained the prior written consent of the other Party, except that no consent is required if a Party merges, is acquired, has a change in control, or has substantially all of its assets acquired by a separate legal entity. Notwithstanding the above, Consortium shall be entitled to sub-contract any or all of the Services to any third-party subcontractor without the prior written consent of Customer provided that Consortium remains liable for the acts or omissions of its subcontractors as if they were Consortium’ own acts or omissions.
9. Use of Names. Neither Party shall, without the prior written consent of the other Party, refer to, use the name of, or attribute any information to the other Party for any publicity or marketing purpose, including without limitation in press releases, web sites, Customer lists or advertising.
10. Counterparts. This SOW may be signed in counterparts by wet-ink or electronic signatures, both of which are legally binding and equally enforceable. Fully executed copies transmitted by electronic mail, fax, or other electronic means shall be deemed original and valid for all purposes.