Terms and Conditions Governing Aligned Purchases
- Acceptable Use Policy
- Insurance Requirements
- Building Rules
- Terms and Conditions Governing Aligned Purchases
These terms and conditions govern the relationship between Aligned Holdings, LP or its affiliate, with offices located at 2800 Summit Avenue, Plano, Texas 75074, and the provider of any products or services (the “Vendor”). Aligned and Vendor are referred to herein as the “Parties” or individually as a “Party”.
a. “Agreement” shall mean the agreement between Vendor and Aligned
b. “Vendor” is the entity providing any products or services to Aligned.
c. “Aligned” means Aligned Holdings, LP and its affiliate(s).
2. Charges and Payment Terms. Vendor shall invoice Aligned for the products or services provided. Aligned will pay such invoice on the later of (i) forty-five (45) calendar days following Aligned’s receipt of the applicable invoice and (ii) when Aligned is paid by its customer on the project utilizing the ordered products or services. If Aligned has a bona fide, good faith dispute with any of the amounts on an invoice, Aligned will pay, in accordance with the foregoing terms, all amounts not in dispute and provide Vendor with a written request for a billing adjustment, together with all supporting documentation. In the event of a billing dispute, the parties shall attempt to promptly resolve the dispute by mutual agreement or, if the parties cannot mutually agree, by arbitration in accordance with the process described in Section 6.
3. Taxes. Vendor shall be responsible for and shall pay all applicable federal, state and local taxes, fees, charges, surcharges or other similar exactions (hereinafter called “taxes”) imposed on or with respect to its provision of products or services to Aligned. Vendor shall indemnify and hold Aligned harmless for any liability or claims related to such unpaid taxes. Vendor covenants and agrees to provide its taxpayer identification number to Aligned so as to permit Aligned to issue a Form 1099, as may be required by law or regulation.
4. Insurance. THIS SECTION IS APPLICABLE IF VENDOR PERFORMS SERVICES AT AN ALIGNED LOCATION, PERFORMS SERVICES AT AN ALIGNED CUSTOMER’S LOCATION, OR PROVIDES PROFESSIONAL SERVICES: Vendor shall at all times maintain in full force and effect the following insurance: (i) commercial general liability insurance having a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate for products and completed operations, and insuring against claims for bodily injury, personal injury, death, and property damage, including loss of use, arising out of Vendor’s acts or omissions; (ii) professional liability (errors and omissions) insurance in an amount not less than $5,000,000 each claim covering damages arising out of acts, errors or omissions of the Vendor in connection with performance of professional services under this Agreement; (iii) automobile liability insurance having a limit of not less than $1,000,000 inclusive per occurrence and insuring against claims for bodily injury, including death, and for property damage arising out of the use of the Vendor’s leased and non-owned vehicles if such vehicles are used in the performance of this Agreement; and (iv) workers’ compensation insurance in compliance with the laws and other statutory obligations imposed by the jurisdiction in which Vendor operates or performs services. All insurance shall be maintained on a continuous basis for two (2) years following Vendor’s provision of products or services pursuant to this Agreement. Vendor will deliver to Aligned up-to-date insurance certificates evidencing such required coverage and name Aligned as an additional insured, as is reasonably required by Aligned, provided that Aligned has no obligation to examine such certificates or to advise Vendor in the event its insurance is not in compliance with this Agreement. Neither the providing of insurance by Vendor in accordance with the requirements of this Agreement nor the insolvency, bankruptcy or failure of any insurance company to pay any claim accruing shall be held to waive any of the provisions of this Agreement with respect to the liability of Vendor or otherwise. The presence or absence of such insurance coverage as contemplated by this Agreement does not in any way decrease the Vendor’s liability owed to Aligned.
5. Confidentiality. All technical and business information of Aligned, including, but not limited to, engineering designs, patents, patent applications, trademarks, tradenames, know-how, financial statements, business plans, pricing, descriptions of equipment and services and technology in whatever form furnished by Aligned to Vendor under or in contemplation of this Agreement (collectively, “Confidential Information”) shall remain the property of the Aligned. Aligned’s Confidential Information: (a) shall be held in confidence by the Vendor and used by Vendor only for the purposes of performing Vendor’s obligations under this Agreement; (b) shall not be reproduced or copied in whole or in part, except as necessary for use as authorized in this Agreement; (c) shall be made available only to those employees of Vendor who have a need to have access to such Confidential Information and have agreed to comply with the terms of this Section; and
(d) shall, together with any copies thereof, be returned, be destroyed, or, if in the form of software recorded on an erasable storage medium, be erased when no longer needed by Vendor to perform its duties under this Agreement or when this Agreement terminates, whichever occurs first. Aligned’s Confidential Information shall not include information that: (i) is independently developed by Vendor as evidenced by documentation in its possession; (ii) Vendor has lawfully received from another source free of restriction and without breach of this Agreement; (iii) has become generally available to the public without breach of this Agreement by Vendor; or (iv) is otherwise known, or becomes known to
Vendor free of any obligation to keep in confidence. Notwithstanding the foregoing, in the event Vendor is required to disclose Aligned’s Confidential Information under any applicable law, regulation, or order from a court or an administrative or regulatory agency having competent jurisdiction, Vendor shall have the right to make such required disclosure without being deemed to have breached this Agreement; provided, that Vendor shall exercise commercially reasonable efforts to (i) promptly notify Aligned in order to provide Aligned an opportunity to seek any available protective order; (ii) provide Aligned with reasonable cooperation, upon reasonable request by Aligned and at Aligned’s expense; and (iii) disclose only the portion of Aligned’Confidential Information that is required to be disclosed under such law, regulation or order.
6. Miscellaneous. Vendor shall perform all services in a good and workmanlike manner and in accordance with industry best practices. All products delivered by Vendor will be free from defects in workmanship, material, function and operation for the twelve months following Aligned’s acceptance of the product (or resulting product incorporating such product) by Aligned’s customer. Vendor shall conduct a background check and screening process consistent with industry best practices on each of its employees, agents and consultants. Vendor will be liable to Aligned for any and all losses, costs, damages and expenses which Aligned may incur or suffer as a result of the Vendor’s negligence or willful misconduct in connection with this Agreement or a breach by Vendor of any provision of this Agreement. Vendor acknowledges and agrees that the results of all work performed by Vendor for or on behalf of Aligned are works made for hire and Aligned shall therefore be deemed to be the sole author and owner of any and all right, title, and interest therein, including, without limitation, intellectual property rights. This Agreement is not assignable or transferable by operation of law or otherwise by Vendor without the prior written consent of Aligned. Vendor may not subcontract the performance of any of its obligations without the prior written consent of Aligned. The parties agree that they are independent contractors and that this Agreement and relations between Aligned and Vendor hereby established do not constitute a joint venture, agency or contract of employment between them, or any other similar relationship. Neither party has the right or authority to assume or create any obligation or responsibility on behalf of the other. This Agreement is intended solely for the benefit of the parties and is not intended to confer third party beneficiary rights upon any other person or entity. The Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Executed counterparts of the Agreement may be delivered by facsimile or scanned and sent by email, which shall be sufficient evidence of execution without any need for delivery of the original executed counterpart. Any notice, report, approval or consent required or permitted hereunder shall be in writing, and effective on the date of delivery (sent by hand, first class US mail, or courier). Notices will be sent to Vendor at the address set forth on Vendor’s documentation. Notices to Aligned shall be sent to: Aligned, 2800 Summit Avenue, Plano, TX 75074 ATTN: CFO, with a copy to the General Counsel’s Office at the same address. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of the Agreement shall be adjudged by any court or arbitrator of competent jurisdiction to be illegal, unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable. The Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York without regard to conflicts of laws provisions thereof. No waivers, amendments, changes or modifications to this Agreement shall be effective unless set forth in a written agreement executed by Vendor and an executive of Aligned having the title of Senior Vice President or a greater title. This Agreement (and all other agreements, exhibits and schedules referred to in the Agreement) is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to any of the subject matter of the Agreement. Any amendment to the Agreement will supersede stated clauses in the Agreement only if accepted and signed by both parties. The Agreement shall be deemed to have been mutually drafted and shall be construed fairly and in accordance with its terms. No party shall be entitled to any presumption or construction in such party’s favor as a result of any party assuming the burden of memorializing the parties’ agreement hereunder. Binding arbitration shall be the sole and exclusive remedy for resolution of disputes between the parties. Such dispute shall be submitted for arbitration in Dallas, TX before a single arbitrator agreed upon by the parties, or, if they are unable to agree on a single arbitrator, before a panel of three arbitrators, with one arbitrator selected by each party and the third selected by the two arbitrators selected by the parties. Such arbitration shall be governed by the commercial rules of the American Arbitration Association. The arbitrator’s decision will be final and may be entered into any court of competent jurisdiction. The prevailing party will be entitled to recover its attorney’s fees and costs in connection with such arbitration.