|
Terms and Conditions to the Agreement
<br />
<br />13
<br />v100120
<br />respect to TPx and TPx’s employees. This Agreement does not create a partnership or joint venture between the
<br />parties.
<br />(c) Insurance. TPx will provide and maintain during its rendition of the Services, but only for losses arising out of
<br />TPx independent contractor work for Customer: (a) Worker’s Compensation and related insurance as prescribed
<br />by the law of the state applicable to the employees performing such Services; (b) employer’s liability insurance with
<br />limits of at least one million dollars ($1,000,000) for each occurrence; (c) comprehensive/commercial general liability
<br />insurance including products liability with one million dollars ($1,000,000) per occurrence combined single limit and
<br />two million dollars ($2,000,000) general aggregate, including coverage for the use of subcontractors, products
<br />liability and completed operations, and not containing an exclusion for explosion, collapse and underground
<br />coverage; (d) comprehensive motor vehicle liability insurance, including coverage for owned, hired, leased, rented
<br />and non-owned vehicles of at least one million dollars ($1,000,000) for combined single limit for bodily injury,
<br />including death, and/or property damage; and (e) professional liability insurance covering the effects of errors and
<br />omissions in the performance of professional duties in the amount of one million dollars ($1,000,000) for each
<br />occurrence and in the aggregate associated with Services.
<br />(d) Export Controls. Customer will cooperate with TPx as reasonably necessary to permit TPx to comply with the
<br />laws and regulations of the United States and all other relevant countries, relating to the control of exports (“Export
<br />Laws”). Customer may not import, nor export or re -export directly or indirectly, including via remote access, any
<br />part of the Services into or to any country for which a validated license is required for such import, export or re -
<br />export under applicable Export Laws, without first obtaining such a validated license.
<br />(e) Assignment and Succession. Customer may not assign or transfer the Agreement without TPx’s prior written
<br />consent, which will not be unreasonably withheld. Any unauthorized assignment or transfer by Customer will be
<br />null and void. Subject to the foregoing, the Agreement will be binding upon and inure to the benefit of the parties
<br />and their respective heirs, executors, administrators, legal representatives, successor and authorized assigns. The
<br />right to payments under any Equipment Addendum are assignable by TPx without consent as provided in su ch
<br />Equipment Addendum.
<br />(f) Governing Law. With the exception that the enforceability of Section 8 is governed both procedurally and
<br />substantively by the FAA (as stated above), the Agreement will be construed pursuant to the laws of the State of
<br />California without regard to the conflicts of law provisions thereof.
<br />(g) Force Majeure. TPx will not be liable for any failure of performance of the Services due to causes beyond
<br />TPx’s control, including fire, flood, electric power interruptions, national emergencies, civil disorder, acts of terrorists,
<br />network attacks, riots, strikes, lockouts, work stoppages, Acts of God, or any law, regulation, directive, or order of
<br />the United States government, any other governmental agency, including state and local governments having
<br />jurisdiction over TPx or the Services provided hereunder, or the actions and failures to act of Customer or any third
<br />party.
<br />(h) Entire Agreement and Modifications. The Agreement and all other documents specifically referred to in the
<br />Agreement (including each applicable Equipment Addendum) constitute the entire and final agreement and
<br />understanding between Customer and TPx with respect to the subject matter of the Agreement and supersede all
<br />prior agreements relating to such subject matter, which are of no further force or effect. Any and all exhibits referred
<br />to in the Agreement are integral parts of the Agreement and are made a part of the Agreement. The Agreement,
<br />including each applicable Equipment Addendum, may only be modified or supplemented by an instrument in writing
<br />executed by both Customer’s and TPx’s duly authorized representatives or by a written notice of change pursuant
<br />to Section 1(d) hereof. Each Equipment Addendum relating to the Agreement is considered a separate and
<br />independent obligation of Customer to pay TPx for equipment purchased thereunder and the Agreement, as i t
<br />relates to the equipment and amounts payable in connection with any installment purchase option, is subject to the
<br />terms of such Equipment Addendum.
<br />(i) Severability. If any provision of the Agreement is held to be invalid or unenforceable by a court or administrative
<br />agency with jurisdiction over the Services, such provision will be deemed amended to the minimum extent
<br />necessary to render it enforceable.
<br />ENV91971328-9742-EAEE-4663-DBAC
<br />03/11/2021 21:41 PM UTC
|