GENERAL PROCUREMENT TERMS AND CONDITIONS

This Agreement is made by and between (I) the NTT contracting entity (“NTT”); and (II) the supplier (“Supplier”), the details of both companies appear on the Purchase Order and/or Statement of Work, effective as of the date that also appears on the Purchase Order  and/or Statement of Work (“Effective Date”), and sets out the general terms and conditions on which the Supplier will provide Services and/or Goods to NTT.   
In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. Capitalized terms in this Agreement will have the following meanings or, where applicable, as directly indicated in the terms:
“Affiliate” means an entity controlling, controlled by or under common control with either NTT Ltd. or Supplier. For purposes of this definition, “control” means the power to direct the management and policies of an entity through voting rights, contract or otherwise.
“Agreement” means a SOW(s) and/or PO(s) and these terms and conditions, including any relevant NTT Policies.
“Applicable Laws” means all laws, rules, regulations and licensing requirements applicable to (a) the operation of Supplier’s business and (b) Supplier’s performance under this Agreement.
“Bankruptcy Event” means the occurrence of a party being adjudicated as bankrupt, making an assignment for the benefit of creditors, invoking any provision of law for general relief from its debtors, initiating any proceeding seeking general protection from its creditors or being removed or delisted from a trading exchange
“Goods” means the goods (and related accessories, material and documentation) purchased by NTT and provided by Supplier pursuant to a PO.
“Lead Generation Services” means lead and demand generation services which entail the disclosure of Licensed Data after an individual has signed up with the Supplier and agreed for his/her details to be shared by Supplier to Supplier’s customer base. 
“Licensed Data” means an individual’s contact record that includes information regarding a business professional, including the individual’s name, contact information, company affiliation, and other information made available to NTT as part of the Services.
“NTT Data” means, any data (a) provided or transmitted to Supplier or Supplier Personnel by or on behalf of NTT, (b) accessed, hosted or processed by Supplier or Supplier Personnel on behalf of NTT, or (c) created by Supplier or Supplier Personnel on behalf of NTT, in each case in connection with the provision of any Services.
“NTT Group” means NTT Ltd. and all its Affiliates.
“Personal Data” means any information relating to an identified or identifiable person or other similar definition under any Applicable Laws governing treatment of personal data or information.
“Purchase Order” or “PO” means a purchase order issued to Supplier by NTT against a valid quote for Goods and such Purchase Order or PO shall incorporate the terms of this Agreement. 
“Services” means the services to be provided by Supplier to NTT, including (as applicable) the development of any Work Product, pursuant to a SOW.
“Statement of Work” or “SOW” means a document, in a form reasonably agreed by the parties, describing the Services to be provided by Supplier to NTT, along with any other details or terms and conditions agreed by the parties, and such Statement of Work or SOW shall incorporate the terms of this Agreement. 
“Work Product” means all intellectual property and other materials uniquely created or developed for NTT under this Agreement, including any and all software, software features, computer files, reports,  documents, marketing assets, plans, drawings, specifications, records, forms, templates, methodologies, processes, technologies, designs, charts, flow charts, user interfaces, templates, menus, buttons, icons, tools, data, algorithms, ideas, concepts, know-how and methods or other manifestations of efforts of Supplier, regardless of their form and including drafts.
1.2. In this Agreement, the following rules apply: (a) clause headings are for convenience only and will not impact the interpretation or meaning of any terms; (b) unless the context otherwise requires, words in the singular will include the plural and in the plural include the singular; (c) a reference to the word “include” or “including” is to be without limitation; (d) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns; (e) a reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment or modification, and includes any subordinate legislation for the time being in force made under it; (f) any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done; and (g) a reference to a “writing” or “written” includes e-mails.

2. AGREEMENT FRAMEWORK

2.1. Under this Agreement, NTT may enter into (a) SOWs for Services to be performed by Supplier and/or (b) POs for Goods to be provided by Supplier. Each SOW and PO will automatically be subject to the terms of this Agreement upon signature of the SOW or the PO; unless and until such time that a customized agreement is concluded to cater for a specific engagement, if any.
2.2. NTT Affiliates may use the Goods and/or Services. If applicable, the details of such extended use or supply may be recorded in a SOW or PO.
2.3. In the event of a conflict between the terms of a SOW or PO and the terms of this Agreement, the terms of this Agreement will take precedence unless (a) the SOW or PO expressly references the conflicting provision of this Agreement and expresses an intent to override it or (b) a specific term of this Agreement is expressly stated to give deference to a term of the SOW or PO.

3. SERVICES & GOODS

3.1. The Supplier agrees to perform the Services set out in any SOW and/or provide the Goods set out in any PO in accordance with the terms this Agreement, including (as applicable) any additional terms as may be required.
Goods:
3.2. Unless otherwise specified on the PO (which will be interpreted in accordance with Incoterms® 2010 rules), the following terms will apply: Supplier assumes all risk of loss of the Goods until receipt by NTT. Title to the Goods will pass to NTT upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed or damaged prior to title passing to NTT, NTT may at its option cancel the PO or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of, or damage to, the Goods is partial, NTT will have the right to require delivery of the Goods not destroyed or damaged. In the event that Goods received are defective or do not conform with the descriptions in the PO, then within ten (10) business days of receipt of the Goods NTT may return the Goods to the Supplier. Any costs associated with the return will be paid by the Supplier. Supplier will, at NTT’s option, either repair or replace such Goods, or credit NTT’s account for the same. The Supplier’s standard warranty terms will apply to all Goods. Replacement and repaired Goods will be warranted for the remainder of the warranty period or twelve (12) months, whichever is longer.
Services:
3.3. Supplier represents and warrants that (i) all Services will be completed in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures, and conforming to any applicable occupational health and safety standards, (ii) the Services will be completed in accordance with applicable specifications and will be correct and appropriate for the purposes contemplated in the SOW and/or this Agreement and (iii) the performance of the Services will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Supplier is bound or infringe or misappropriate any third party’s Intellectual Property Rights.
3.4. Lead Generation Services (ignore if not applicable but do not delete)
In the event that Supplier provides Lead Generation Services to NTT, NTT will receive Licensed Data that includes Personal Data of business professionals. Supplier will ensure that such business professionals have agreed to and confirmed in writing, that their Personal Data may be disclosed to NTT or Supplier’s customers. Supplier warrants that it has the necessary rights, permissions and authorizations to provide the Licensed Data to NTT in accordance with the terms of this Agreement, the California Consumer Privacy Act of 2018, as amended (“CCPA”), the General Data Protection Regulation 2016/679 (“GDPR”), and any equivalent law, statute or regulation regarding the processing, integrity, security and protection of Personal Data. Once NTT receives the Licensed Data, NTT will use the Licensed Data in accordance with Applicable Law and it will not sell, license, or sublicense any Licensed Data provided or otherwise made available pursuant to this Agreement. NTT understands and agrees that Supplier is not responsible for its use of the Licensed Data. Supplier will (a) not disclose the Personal Data of a business professional or include such Personal Data in the Licensed Data if it has not secured written consent from the business professional allowing Supplier to share his/her Personal Data with NTT; (b) not disclose the Personal Data of a business professional or include such Personal Data in the Licensed Data if prior to disclosure, Supplier has processed a valid deletion or ‘do not share’ request in accordance with Applicable Laws and (c) as required under Applicable Laws, notify NTT in a timely fashion if it subsequently processes a valid deletion or ‘do not share’ request in accordance with Applicable Laws by a business professional whose Personal Data is included in the Licensed Data. Supplier indemnifies NTT against liability arising from third-party claims due to Supplier’s breach of this clause. To the extent that any Services involve the transfer of NTT’s Personal Data to Supplier, then NTT’s standard Data Processing Agreement will govern such transfer and use. 
Work Product:
3.5. To the extent permissible under Applicable Laws, Work Product will be considered work made for hire pursuant to the U.S. Copyright Act, 17 U.S.C. §§ 101 et seq., and any foreign equivalent thereof. All Work Product will be and remain the sole and exclusive property of NTT. If NTT does not own full rights, title and interest in and to the Work Product, Supplier irrevocably assigns and transfers to NTT all of its worldwide right, title and interest in and to the Work Product including all associated Intellectual Property Rights.  NTT will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that NTT deems appropriate.
3.6. Supplier agrees (i) to disclose promptly in writing to NTT all Work Product in its possession, (ii) to assist NTT in every reasonable way, at NTT’s expense, to secure, perfect, register, apply for, maintain, and defend for NTT’s benefit all Intellectual Property Rights and all other proprietary rights or statutory protections in and to the Work Product in NTT’s name as it deems appropriate, and (iii) to otherwise treat all Work Product as NTT Confidential Information. 

4. PAYMENT

4.1. As full consideration for the delivery of the Goods and performance of the Services, including (as applicable) the assignment of rights in any Work Product, NTT will pay Supplier the amount specified in the applicable SOW and/or PO. Unless otherwise specified in the SOW and/or PO, the stated price for the Services and/or Goods includes all charges and fees payable by NTT (including shipping costs), but excludes any taxes billed in accordance with Applicable Laws, which must be stated separately on Supplier’s invoice. The Supplier will provide NTT with an estimate of applicable taxes for the Services and/or Goods. NTT will provide to Supplier all documentation substantiating a claim for tax exemptions. Supplier may not bill any taxes to NTT which are the liability of Supplier, including property taxes, franchise taxes and taxes based upon net income.
4.2. The Services and/or Goods will be invoiced as set out in the applicable SOW and/or PO.
4.3. Unless otherwise specified in the applicable SOW and/or PO, NTT will pay the invoiced amount (excluding any amounts subject to dispute) within sixty (60) days after the date such invoice was properly received by NTT. Supplier must continue performing its obligations under the Agreement in the event of any billing dispute. Payment of an invoice is not evidence or an admission that the Services and/or Goods meet applicable requirements or specifications.

5. INDEPENDENT CONTRACTOR

Suppler is an independent contractor for all purposes, without express or implied authority to bind NTT by contract or otherwise, and nothing in this Agreement creates any employment, agency, partnership, fiduciary or joint venture relationship between Supplier or Supplier’s directors, officers, employees, agents, contractors or subcontractors (collectively, “Supplier Personnel”) and NTT. Neither Supplier nor any Supplier Personnel are employees of NTT, and therefore are not entitled to any employee benefits of NTT, including any type of health insurance.

6. INSURANCE

6.1. Subject to any additional or more specific insurance requirements set out in a SOW and/or PO, Supplier must, for the term of the Agreement, maintain (at its own expense) insurance policies with reputable insurers which (a) are compliant with Applicable Laws, including workers compensation, disability or similar legislation and (b) provide coverage consistent with acceptable best practice in Supplier’s trades or businesses which is sufficient to cover Supplier’s liability under this Agreement. The Supplier will ensure such coverage extends to NTT property under the care, custody or control of Supplier or Supplier Personnel, if applicable.
6.2. Supplier will provide NTT with certificates of insurance or evidence of coverage consistent with clause 6.1 upon NTT’s request.
6.3. Suppler will not do or omit to do anything which might invalidate or adversely affect such insurance and will notify NTT immediately if such cover is or is likely to be invalidated, in which case NTT may terminate this Agreement (and all SOWs and POs) with immediate effect.

7. INDEMNITY

7.1. Suppler will indemnify, defend, and hold NTT and its Affiliates (including NTT’s and its Affiliates’ respective officers, directors, agents and employees) harmless from and against all third party claims and associated liabilities, damages, losses, expenses (including attorneys’ fees) and cost of suit arising, directly or indirectly, out of or in any way connected with:
(a) any breach by Supplier of Applicable Laws;
(b) any claim based on the death or bodily injury to a person or destruction or damage to property arising out of Supplier’s acts or omissions relating to this Agreement;
(c) Supplier failing to satisfy any legislative or similar requirements for qualification as an independent contractor;
(d) any claim for any taxes, wages, or benefits brought by any Supplier Personnel; and
(e) any claim by a third party alleging that the Goods, Services and/or Work Product (including any related products or processes provided in connection therewith) or NTT’s use of any of the foregoing, infringe any patent, registered design, trademark, copyright or other intellectual property or proprietary right (“Intellectual property Rights”).
7.2. In the event of any claim subject to clause 7.1 above, NTT will (a) notify Supplier and (b) hand over defense and related settlement negotiation of the claim, subject to NTT’s right to participate (at Supplier’s cost) in such defense. Notwithstanding the foregoing, if Supplier fails to respond to a notification as set out in this clause 7.2 within ten (10) calendar days, then NTT may proceed to settle or otherwise defend the claim as NTT deems appropriate. In such instance, Supplier remains fully responsible for all costs and expenses incurred by NTT, including any amounts awarded by a court or other judicial body or otherwise agreed in a settlement.

8. INFRINGEMENT

If an infringement claim is made or appears likely to be made in connection with any Goods, Services and/or Work Product (including any related products or processes provided in connection therewith), Supplier will, in addition to Supplier’s indemnification obligations as set forth in clause 7.1, at NTT’s option, either (a) procure for NTT the right to continue to use the affected Goods, Services and/or Work Product, (b) modify the Goods, Services and/or Work Product so that it is no longer infringing or (c) replace it with a non-infringing Goods, Services and/or Work Product of substantially similar function. If the parties determine that none of these options is commercially reasonable, the applicable SOW and/or PO will be terminated and NTT will be refunded all amounts paid for the infringing Goods, Services and/or Work Product.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event will the parties be liable for (a) any loss of revenue; business interruption loss; wasted time and expenditure loss; pure economic loss, loss of profits; loss of anticipated profits or anticipated savings; loss of opportunity; loss of business; loss of contract; loss of use; loss of goodwill; loss of reputation; loss or corruption of data, or (b) any incidental, indirect, special or consequential damages arising out of, or in connection with, this Agreement, in each case whether foreseeable or not. In no event will the parties aggregate liability for direct damages arising out of, or in connection with a breach of this Agreement exceed the total amount of fees paid or payable by NTT for the services over the full contract term. The above limitation will not apply to the Supplier for a breach of the following clauses: 3 (Goods and Services); 7 (Indemnities); 10 (Confidentiality); 11 (Compliance with Laws; Business Integrity); 14 (Delays).

10. CONFIDENTIALITY.

10.1. “Confidential Information” means all non-public information (whether marked as confidential or which may reasonably be supposed to be confidential by its nature) that is disclosed before, on or after the Effective Date, by a party (“Discloser”) to the other party (“Recipient”) in connection with, or in furtherance of its performance under this Agreement, including the terms and existence of this Agreement and information relating to the Discloser’s products, operations, processes, plans or intentions, product information know-how, trade secrets, market opportunities, clients and business, but expressly excluding information that can be reasonably shown was (a) in the public domain at the time of disclosure or becomes available to the general public afterwards other than by Recipient’s breach of this Agreement; (b) rightfully known by, or later becomes available to, Recipient on a non-confidential basis from a source other than Discloser that is not prohibited from disclosing such information to Recipient; or (c) independently developed by Recipient without use or reference to Discloser’s Confidential Information.
10.2. With respect to Discloser’s Confidential Information, Recipient will (a) not use the Confidential Information for any purpose other than the performance or administration of its obligations or exercise of its rights under this Agreement, (b) disclose it to Recipient’s (or, if applicable, Recipient’s Affiliates’) directors, officers, employees, professional advisors, contractors, and, in the case of NTT as Recipient, its third-party service providers used in the performance or administration of this Agreement, on a need-to-know basis only and subject to sufficient obligations of confidentiality with such parties (and Recipient will remain fully liable for a breach of this clause 10 by any entity or individual to which it transfers the Confidential Information as set out herein); and (c) protect it using the same level of care (but no less than reasonable care) Recipient uses to protect its own information of a confidential nature.
10.3. The Recipient may disclose Discloser’s Confidential Information to the extent required by law or any governmental or other regulatory authority (including by a court or other authority of competent jurisdiction) (a “Disclosure Order”), provided that (a) Recipient’s disclosure is limited to the minimum amount necessary to comply and, (b) to the extent permitted by law, the Recipient (i) gives the Discloser prior written notice of the Disclosure Order as soon as practicable, (ii) provides the Discloser with a reasonable opportunity to make representations to the relevant authority to oppose the Disclosure Order; and (iii) reasonably cooperates with Discloser to oppose or limit the Disclosure Order or otherwise obtain the maximum possible continuing protection for such Confidential Information.
10.4. The Parties acknowledge and agree that damages may be an inadequate remedy in the event of a breach by Recipient of any confidentiality obligation, and, subject to the court’s discretion, the Discloser may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will constitute a breach. 
10.5. Upon the earlier to occur of Discloser’s written request or the termination of this Agreement, Recipient will promptly, at Discloser’s option, permanently and securely destroy or return all Confidential Information (and all copies) and, if requested by Discloser, promptly certify in writing that all such Confidential Information has been returned or destroyed in compliance with this clause. The foregoing notwithstanding, Recipient may retain documents and materials containing, reflecting, incorporating, or based on Discloser’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause 10 will continue to apply to any documents and materials retained by the Recipient. 
10.6. Supplier will not use the name or trademarks of NTT or the NTT Group or refer to or identify NTT or the NTT Group in any marketing materials (including without limitation testimonials or customer listings) or press releases without the prior written consent of NTT.
10.7. These confidentiality obligations will remain valid for a period of 3 years after the expiration or termination of this Agreement.

11. COMPLIANCE WITH LAWS; BUSINESS INTEGRITY

11.1. NTT is committed to responsible business practices and to high standards of ethical behaviour. Accordingly, Supplier will comply with NTT’s Code of Conduct, Anti-Bribery and Corruption Policy or other applicable policies (“NTT Policies”), as may be provided (or updated) by NTT from time to time. Without limiting the general obligations under this clause, Supplier shall not engage in nor permit any form of unauthorized or improper favors or payments (including bribery, corruption, extortion or embezzlement) in connection with this Agreement, the performance of the Services and/or provision of Goods, or in the conduct of Supplier’s business. 
11.2. Supplier’s failure to comply with Applicable Laws and any relevant NTT Policy will constitute a material breach of this Agreement.

12. AUDIT RIGHTS

NTT and its authorized representatives will have a right, both during the term of the Agreement and up to 12 months after termination, to audit Supplier’s records relating to this Agreement to verify compliance with this Agreement and the accuracy of Supplier’s charges. 

13. TERM AND TERMINATION

13.1. This Agreement commences on the Effective Date of each SOW or PO and will continue for an initial term as set out in the SOW or PO, unless otherwise terminated in accordance with this clause 13. No automatic renewal rights will be applicable. In the event that the Parties wish to extend the term of any SOW or PO, they will do so in writing via an Amendment to the SOW or PO. 
13.2. NTT may terminate any SOW and/or PO by giving at least sixty (60) days (or such other more suitable notice period) prior written notice to the Supplier.  Supplier shall cease performing the applicable Services and/or providing the applicable Goods on the date of termination specified in such notice.
13.3. Either party may terminate any SOW or PO immediately upon delivery of written notice if the other Party (a) commits a material breach that cannot be remedied; (b) commits a material breach that can be remedied but fails to do so within 30 days after receiving prior written notice detailing the breach; or (c) becomes subject to a Bankruptcy Event. In the event Supplier is exercising its termination rights for NTT’s material breach pursuant to (a) and (b) of this clause 13.3, such rights will be limited to terminating the SOW and/or POs under which such material breach occurred.
13.4. Upon the expiration or termination of any SOW or PO (i) each party will be released from all obligations to the other, except for those which are either expressed to survive its expiration or termination, or which it is contemplated by their nature or context that they are to survive (including, without limitation, confidentiality, warranties, indemnities and limitation of liability), and (ii) NTT will be liable to Supplier only for those Services satisfactorily performed and those conforming Goods delivered to NTT through the date of termination.

14. DELAYS

14.1. Supplier acknowledges that time is of the essence in the performance of its obligations under this Agreement. If the Supplier believes that it may not be able to provide NTT with the Goods and/or Services by the relevant due date set out in the PO or SOW, as applicable, the Supplier will:
(a) promptly provide NTT with notice in writing, detailing: (i) the reasons for the anticipated delay; (ii) an estimate of the additional time that Supplier believes it will need to meet its obligations; (iii) details of (1) actions the Supplier intends to take to minimize the delay and (2) the Supplier recommendations of tasks to be done by NTT to minimize the delay (if any); and
(b) commit such additional resources at no additional cost to NTT (including suitably qualified and experienced personnel) in order to: (i) accelerate work to ensure provision of the delayed performance as soon as is reasonably possible; and
(c) use its best commercial efforts to require any authorized third party supplier or subcontractor of any Goods and/or Services, whose fault or delay has caused or contributed to the delay, to: (i) allocate a suitably qualified technical person to assist in overcoming the delay until the delay has been overcome; (ii) allocate a manager of sufficient seniority to supervise the implementation of the remedy for the delay by the authorized third party supplier or subcontract and to report to NTT on the progress thereof; and (iii) implement any other procedures for the minimization of the delay as may be set out in a project management plan agreed to by NTT and Supplier.
14.2. Notwithstanding anything else in this clause 14, if Goods and/or Services are more than 10 calendar days late for any reason other than a cause attributable to NTT or an event set out in clause 15.1 below (Force Majeure), NTT may terminate the relevant PO or SOW with immediate effect, with no liability to Supplier for the delayed Goods and/or Services and NTT may procure similar substitute products or services from alternate suppliers. Supplier will provide a prorate refund of all payments made in advance to the Supplier for the unexpired portion of the term.

15. GENERAL TERMS

15.1. Force Majeure. Neither party shall be liable to the other for any delay or failure in performing its obligations under the Agreement to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, and which by its nature could not have been foreseen by such party or, if it could have been foreseen, was unavoidable, provided that the Supplier shall use all reasonable endeavours to cure any such events or circumstances and resume performance under the Agreement. If any events or circumstances prevent the Supplier from carrying out its obligations under the Agreement for a continuous period of more than thirty (30) calendar days, NTT may terminate this Contract immediately by giving notice to the Supplier. 
15.2. Business Administration Data. Supplier acknowledges and accepts, without the need for further notification or consent (unless required by Applicable Laws), that NTT may transfer (both domestically and cross-border) and disclose Supplier’s business administration data (including contact information for relevant Vendor personnel) to NTT’s (and its Affiliates’) personnel, subcontractors, and third-party service providers that have a need-to-know such information for the purposes of administering the performance of this Agreement. NTT will process and maintain such business administration data, including any Personal Data contained therein, in accordance with its privacy policies and Applicable Laws, provided that Vendor remains solely responsible for obtaining any individual consents or authorizations that may be required in connection with the contemplated processing activities set out in this clause 15.2. 
15.3. Notices. Any notice required in connection with this Agreement must be in writing and will be deemed given when (a) delivered in person, (b) received by mail (postage prepaid, registered or certified mail, return receipt requested), or (c) received by an internationally recognized courier service (proof of delivery received by the noticing party) at the physical notice address, with an electronic copy sent to the electronic notice address. The addresses of the parties will be set out in a SOW or PO, or any other transaction documentation such as invoices, quotations etc.
15.4. Governing Law; Jurisdiction. The laws of England and Wales, without regard to its choice-of-law principles, generally govern the construction and enforcement of this Agreement and the parties irrevocably agree that the courts of London which will have exclusive jurisdiction to settle any dispute that arises in connection with this Agreement. In the event that the NTT contracting entity is located in: (i) South Africa, then the laws of the Republic of South Africa will govern the construction and enforcement of this Agreement and the parties irrevocably agree that the courts of South Africa will have exclusive jurisdiction to settle any dispute; (ii) Australia, then the laws of New South Wales will govern the construction and enforcement of this Agreement and the parties irrevocably agree that the courts of New South Wales and the Commonwealth of Australia will have exclusive jurisdiction to settle any dispute; and (iii) in the event that NTT Ltd. Group Services America Inc. is the contracting party, then the laws of the State of New York will govern the construction and enforcement of this Agreement and the parties irrevocably agree that the courts of the State of New York will have exclusive jurisdiction to settle any dispute
15.5. Assignment. Supplier may not assign or subcontract this Agreement or any of its rights or obligations under this Agreement, without the prior written consent of NTT.  Any assignment or transfer without such written consent shall be null and void. 
15.6. No Variation. No variation of this Agreement will be effective unless it is in writing and duly signed by NTT and Supplier. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment, “click-through”, “shrink-wrap” or other document submitted by Supplier.
15.7. Severability. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15.8. Waiver. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.
15.9. Non-Solicitation. Supplier may not, during the term of this Agreement and for a period of 12 calendar months after its termination or expiration (including termination or expiration of all POs and/or SOWs entered hereunder), directly or indirectly (whether by itself or through the use of a third party) engage, recruit or employ any employee of NTT who is or was at one time involved in the performance of this Agreement, unless such employee responds (without prompting from the hiring party or any representative acting on its behalf) to a general advertisement made in good faith for the purposes of recruitment and not merely to circumvent this clause.
15.10. No Exclusivity. This is not an exclusive agreement. NTT is free to engage others to perform Services or provide Goods the same as or similar to Supplier's.
15.11. No Third Party Rights. A person who is not a party to the Agreement shall not have any rights under or in connection with it. 
15.12. Data Privacy. In the event that the parties Process each other’s Personal Data, they will do so in accordance with NTT’s standard Data Processing Agreement, the terms of which will take precedence over any conflicting terms in this Agreement. To view NTT’s Standard Data Processing Agreement, click on this link NTT Ltd Generic Vendor DPA v1 2022.pdf.
15.13. Entire Agreement. This Agreement is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof.