GENERAL PROCUREMENT TERMS AND CONDITIONS

These General Procurement Terms and Conditions (these 'Terms'), including any materials incorporated by reference herein, along with the relevant SOW or PO referencing these Terms, form the binding Agreement by and between NTT DATA and Supplier (as each such party is defined below) and govern the supply and provision of Products or Services to NTT DATA by Supplier, as specified in the relevant SOW or PO.

By entering into an SOW or Order Form or accepting a PO (as set out in clause 2 (Agreement Framework) below), Supplier acknowledges that it has carefully read and fully understood these Terms and agrees to be bound thereto. Any terms and conditions contained, hyperlinked to or referenced on any Supplier documentation will not apply. Supplier expressly acknowledges and accepts that these terms are maintained at this webpage by NTT DATA on an ongoing basis and may, subject to the terms of clause 18.10 (Waivers and Variations) below, be updated by NTT DATA from time-to-time.

In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

1. Definitions
   

   Capitalized terms in this Agreement will have the following meanings or, as applicable, as directly indicated in the terms:

   'Affiliate(s)' means a legal entity that controls, is controlled by or that is under common control with either NTT DATA or Supplier. For the purposes of this definition, 'Control' means the power to direct the management and policies of an entity through voting rights, contract or otherwise. For purposes of NTT DATA, this includes NTT DATA, Inc. and all its direct and indirect subsidiaries.

   'AI or Artificial Intelligence' means any machine-based system designed to perform tasks that typically require human intelligence, such as recognizing patterns, making predictions, generating content, providing recommendations, or making decisions.

   'AI Output' means predictions, content, recommendations, suggestions, decisions, text, or other information, that result from operating or using an AI System in response to requests or input.

   'AI System' means any artificial intelligence feature or tool, including artificial intelligence models, algorithm-based systems, intelligent agents or computer systems that can learn and make decisions independently, whether deployed on-premises or as a cloud service, including large language models, generative models and other predictive or classification systems.

   'Agreement' means these terms and conditions, including the applicable terms of the attachments, Riders, SOWs, Order Forms and POs.

   'Applicable Laws' means any court judgment or statute, by-law, directive, treaty, regulation, rule or policy issued by a regulatory authority which is applicable to the general business operations of a party and: (a) in the case of Supplier, is applicable to Supplier's license, delivery, provisioning and billing of the Solutions including laws that apply to the development and deployment of an AI System; and (b) in the case of NTT DATA, is applicable to NTT DATA's receipt, use of, payment, license, sub-license or resale of the Solutions (as applicable based on the nature of the Supplier engagement) including laws that apply to NTT DATA's use of an AI System.

   'Background IP' means any Intellectual Property Rights owned, created, developed, leased and/or licensed by a party prior to, outside of or independently from this Agreement, including without limitation technology, tools, methods, algorithms, application programming interfaces, know-how and data.

   'Customer' means an NTT DATA Group client that obtains the right to use, access, execute, store or display or otherwise receives, directly or indirectly, the Solutions.

   'Customer Data' means any data of NTT DATA, NTT DATA Group and/or Customer that Supplier or any of its agents and subcontractors' access, collect, submit, process, transfer, host or store utilizing the Solutions, including any data or information derived from or based on the aforementioned data.

   'DPA' means the data processing agreement between the parties to regulate any Personal Data processing conducted for business purposes.

   'Force Majeure' means a circumstances which is beyond the reasonable control of NTT DATA or Supplier or an unexpected and disruptive event, which results in NTT DATA or Supplier being unable, delayed or otherwise hindered in its ability to observe or perform an obligation under this Agreement and such circumstances include, but are not limited to, the following examples: (a) acts of God, earthquakes, or any natural disasters; (b) changes in Applicable Laws; (c) applicable trade or banking sanctions (except where imposed directly or indirectly against Supplier or its Affiliate), acts of sovereign states, blockade, embargo, public disorder, acts of war or public enemy, or terrorism; (d) epidemics and pandemics (or a lesser spread of disease that causes interruption or delay); and (e) shortages of materials or labor.

   'Hardware' means equipment, materials and other physical goods, including any software or firmware embedded therein and any tools, maintenance, support, installation and documentation required for their use.

   'Insolvency Event' means the occurrence of a party being adjudicated as bankrupt or insolvent, making an assignment for the benefit of creditors, invoking any provision of law for general relief from its debtors or initiating any proceeding seeking general protection from creditors.

   'Intellectual Property Rights' means all intellectual property rights of every kind and description, including without limitation (a) rights in or to trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) rights in or to copyrights, whether or not registered, (d) rights in or to trade secrets and confidential information, including without limitation know-how, technology methods, ideas and inventions, (e) rights in software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.

   'NTT DATA Group' means NTT DATA, Inc. and all its Affiliates.

   'NTT DATA Systems' means physical or virtual systems managed or controlled by NTT DATA.

   '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 personal information.

   'Purchase Order or PO' means a document issued by NTT DATA, against a valid quote for Products or Services, which shall incorporate these Terms and authorize Supplier to invoice NTT DATA for the amounts set forth in such PO.

   'Order Form' means the ordering document executed or agreed by the parties that sets forth Software, SaaS, or Hardware specific terms for a particular business transaction.

   'Proper Invoice' means an invoice that (a) has been submitted to NTT DATA within 90 days after Supplier has the right to invoice NTT DATA under the Agreement, (b) except as otherwise set forth in the applicable Order Form or SOW, is not dated prior to the date the Solutions reflected in such invoice are received by NTT DATA, and (c) is in a format acceptable to the parties and includes the information reasonably required by NTT DATA to validate the invoice against the PO (including for chargeback purposes) which shall be stated on such invoice. Accordingly, any invoice dated prior to the actual receipt by NTT DATA of the Solutions reflected in such invoice, or otherwise does not meet such requirements, will be considered void and must be resubmitted by Supplier.

   'Protected Data' means any information or data (excluding Personal Data) that is subject to Applicable Laws or industry or compliance standards or regulations concerning its use, storage, transmission or similar function performed in connection therewith.

   'Regulated Customers' means any Customers that are subject to mandatory sector‑specific regulatory, supervisory or statutory requirements imposed by a governmental, regulatory or supervisory authority, including requirements relating to operational resilience, information and communication technology, cybersecurity, data protection, safety, reliability, or continuity of services.

   'Rider' means the Services Rider, Software and SaaS Rider, Hardware Rider and any other Rider that references this Agreement.

   'Service' means any services provided by Supplier to NTT DATA Group, including (as applicable) the development of Work Product, pursuant to a SOW.

   'Software' means a Supplier computer program (whether in source code, object code or any other form), and any tools, maintenance, support, installation, and documentation required for its use, including all improvements, corrections, modifications, alterations, revisions, extensions, upgrades, updates, new releases, national language versions and/or enhancements to the software and/or documentation made during the Term of this Agreement.

   'Software-as-a-Service or SaaS' means a centrally-hosted software application that is owned, managed and maintained by Supplier, or for which Supplier is ultimately responsible, and delivered to NTT DATA Group over the internet or other network (commonly referred to as software-as-a-service) and any tools, maintenance, support, installation and documentation required for its use, including all improvements, corrections, modifications, alterations, revisions, extensions, upgrades, updates, new releases, national language versions, and/or enhancements to the software and/or documentation made during the Term of this Agreement.

   'Solution' means any Services, Software, SaaS, and Hardware purchased or licensed by NTT DATA Group under this Agreement.

   'Statement of Work or SOW' means the document executed by the parties pursuant to the Services Rider that describes the Services to be provided by Supplier to NTT DATA Group, along with any other details or terms and conditions agreed by the parties, and such SOW shall incorporate the terms of this Agreement.

   'Supplier Trade Compliance Terms' means NTT DATA's then-current trade compliance terms applicable to Supplier's performance under the Agreement, which is made available to Supplier upon request.

   'Third-Party AI Supplier' means any third-party provider of any AI components, features, tools, models, or systems used and/or incorporated in the AI System.

   'Work Product' means all materials exclusively and specifically created, developed, authored, produced or modified for NTT DATA and/or Customer under this Agreement whether created by human effort, AI Systems or any combination thereof, including Intellectual Property Rights therein, such as, but not limited to, 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.

2. Agreement Framework
   2. 2.1. NTT DATA may enter into (a) Statements of Work or Order Forms for Solutions to be performed by Supplier or (b) Purchase Orders for Products to be provided by Supplier. Each SOW, Order Form and PO will automatically be subject to the terms of this Agreement upon signature of the SOW or Order Form or when the Supplier commences rendering the Services or providing the Goods to NTT DATA, whichever comes first.
   3. 2.2. NTT DATA Affiliates may use the Goods and/or Solutions without need for further terms or consent from Supplier. If applicable, the details of such extended use or supply may be recorded in a SOW or PO. Riders are additional master level terms that pertain to the particular Solution. The fulfilment of an SOW or Order Form is subject to the issuing of a PO by NTT DATA.
   4. 2.3. In the event of a conflict between the terms of a SOW or Order Form and the terms of this Agreement, the terms of this Agreement will take precedence unless (a) SOW or Order Form 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 Order Form.
3. Solutions
   3. 3.1. Supplier agrees to perform and provide the Solution(s) in accordance with the terms of this Agreement, including (as applicable) the relevant additional terms set out in the Riders.
   4. 3.2. Supplier acknowledges that the Solutions are intended for the NTT DATA Group's internal use, and Supplier expressly authorizes any and all such usage and without limitation to any more specific terms set out herein, grants all rights and licenses necessary for the NTT DATA Group to use the Solutions as contemplated under this Agreement.
   5. 3.3. NTT DATA does not guarantee Supplier a minimum purchase of Solutions by the execution of this Agreement.
   6. 3.4. NTT DATA may, without penalty and at any time, reduce the volume of one or more Solutions purchased and/or increase the volume of other Solutions (a) subscribed to in the relevant SOW or Order Form, (b) or generally made available by Supplier at the time of the Swap (a 'Swap'). A Swap is subject to the following provisions: (i) NTT DATA will provide Supplier written notice at least 30 days prior to the requested effective date of the Swap describing the Solutions, and volume affected by the Swap; (ii) Supplier and NTT DATA will execute a new SOW or Order Form that documents the revised Solutions, associated volume(s), credits and/or fees after the Swap; (iii) for the remainder of the agreed term, the sum of the annual fees under the affected SOW or Order Form will not be increased and must be equal to or less than the remaining fees before the Swap; and (iv) all Solutions under any SOW or Order Form affected by the Swap must have a term ending on the same date.
   7. 3.5. NTT DATA and its Affiliates' operations and business are continuously adapting due to the adoption and use of AI. As a result, the volume of Solutions required by NTT DATA and its Affiliates may change during the term of the Agreement. Supplier agrees that NTT DATA may: (a) allocate or transfer any applicable licenses required to use the Solutions to natural persons or any AI agentic users. If such allocation or transfer results in a Swap, as defined above, the terms of clause 3.4 will apply to the transfer; (b) on each annual anniversary date of the applicable SOW or Order Form, adjust the volume of one or more Solutions subscribed to under a SOW or Order Form, as a result of the adoption and use of AI ('Adjustment). Following an Adjustment, the sum of the annual Solution(s) fees for the affected SOW or Order Form may be revised accordingly, subject to any applicable price increase terms. To perform an Adjustment Reduction: (i) NTT DATA will provide Supplier written notice at least 30 days prior to the requested effective date of the Adjustment describing the Solutions, and volume to be adjusted; and (ii) Supplier and NTT DATA will execute a new SOW or Order Form that documents the revised Solutions, associated volume(s), credits and/or fees after the Adjustment.
   8. 3.6. Supplier agrees that, upon reasonable request by NTT DATA, it shall, at no additional cost to NTT DATA (a) make enhancements or modifications to any Solution to improve the Solution's performance, usability, or functionality; (b) eliminate any identified constraints or restrictions that negatively impact the intended use or efficiency of the Solution; (c) consider and implement any feedback, recommendations, or suggestions provided by NTT DATA that are reasonably necessary to meet the agreed specifications, industry standards, Applicable Laws, or NTT DATA's operational requirements. All such improvements, removals, or implementations shall be completed within a reasonable timeframe, as mutually agreed upon by both parties, and shall not diminish the existing functionality or quality of the Solutions.
4. Resale by NTT DATA
   4. 4.1. In the case of resale by NTT DATA of the Solution, Supplier grants NTT DATA a non-exclusive, limited license to (i) use the Supplier's trademarks solely to promote the Solution in accordance with Suppliers branding and usage guidelines. Upon termination or expiration of this Agreement, NTT DATA will immediately cease use of Supplier trademarks. NTT DATA will not use any Supplier trademarks in any way that may dilute, tarnish or otherwise diminish the Supplier's distinctiveness.
   5. 4.2. Prior to providing the Solution to the Customer, NTT DATA will pass through any applicable terms and conditions and/or EULA, or terms similar thereto of the Supplier to the Customer.
   6. 4.3. NTT DATA will have sole discretion to determine the pricing at which the Supplier's Solution will be sold to Customers.
5. Payment

   Payment by NTT DATA

   5. 5.1. As full consideration for the delivery of the Solutions (including as appliable) the assignment of rights in any Work Product, NTT DATA will pay Supplier the amount specified in the applicable SOW, Order Form or PO. Unless otherwise specified in the SOW, Order Form or PO, the stated price for the Solutions includes all charges and fees payable by NTT DATA (including shipping costs), but exclude any taxes billed in accordance with Applicable Laws, which must be stated separately on Supplier's invoice.
   6. 5.2. The Solutions will be invoiced as set out in the applicable SOW, Order Form or PO. Upon renewal of a SOW and Order Form, Supplier shall notify NTT DATA in writing of any intention to increase the fees charged to NTT DATA at least 90 days prior to the proposed renewal date. Such increase will be no greater than 2%.
   7. 5.3. Unless otherwise specified in the applicable SOW or PO, NTT DATA will pay the invoiced amount (excluding any amounts subject to dispute) within 90 days after receipt of a Proper Invoice. NTT DATA will be entitled to a 2% payment discount on the invoiced charges for payments made by NTT DATA within 15 days after receipt of a Proper Invoice.

   Invoicing Process and Billing Disputes

   5. 5.4. Supplier will invoice, cooperate and participate with NTT DATA's applicable invoicing and procurement processes, including (if applicable) using NTT DATA's e-sourcing, e-procurement, e-invoicing and procure-to-pay electronic data interchange technology according to NTT DATA's specifications.
   6. 5.5. NTT DATA may withhold payment of invoiced amounts that it disputes in good faith. If it is determined that all or part of such withheld amounts are payable to Supplier, either NTT DATA will pay from the previously submitted invoice or Supplier will submit a new invoice for such amounts and no interest will be due. Supplier must continue performing its obligations under the Agreement in the event of a billing dispute.
   7. 5.6. Supplier will have no recourse with respect to, and NTT DATA will not be obligated to pay any charges if an original invoice has not been received by NTT DATA within 90 days after Supplier has the right to invoice such charges, regardless of whether NTT DATA has approved those charges. Any invoice received more than 90 days after the Supplier has the right to invoice NTT DATA may not be billed back to the Customer by NTT DATA or allocated to the correct accounting period, therefore Supplier must submit invoices on a timely basis. Notwithstanding, NTT DATA shall give Supplier an opportunity to escalate to NTT DATA's Chief Procurement Officer or designee for reconsideration of the non-payment of any invoice issued greater than 90 days after such applicable invoice should have been submitted. If NTT DATA pays Supplier any excess, improper or invalid charges, Supplier must reimburse NTT DATA for such payments promptly upon discovery or request.
   8. 5.7. NTT DATA's payment of Supplier invoices does not waive or limit NTT DATA's right to later challenge any or all charges in those paid invoices. Payment of an invoice is not evidence or an admission that the Solution meets applicable requirements or specifications.

   Rebates and Offsets (if applicable)

   5. 5.8. If Supplier issues credit memos to NTT DATA in payment for, or is otherwise obligated to pay NTT DATA for, rebates, incentives, or marketing funds, NTT DATA, to the extent permitted by applicable law, may offset the amount Supplier owes NTT DATA against all amounts payable by NTT DATA to Supplier under this Agreement. In addition, if Supplier fails to pay any amounts owed to NTT DATA within 60 days of its receipt of an invoice from NTT DATA, NTT DATA, in its sole discretion, may, without further action of the parties hereto, offset such amounts against monies due to Supplier under this Agreement.

   Taxes and Currency

   5. 5.9. NTT DATA will, as applicable, provide to Supplier documentation substantiating a claim for exemption from any tax. Supplier may not bill any taxes to NTT DATA which are the liability of the Supplier, including property taxes, franchise taxes and taxes based on net income. Should any payment under this Agreement be subject to any withholding tax, NTT DATA will ensure (a) that such withholdings are made and remitted to the relevant government entity or authority and (b) the net amount after such withholding is paid to Supplier, with payment of (a) and (b) constituting full settlement of the sums owing for such payment.
   6. 5.10. Prices are to be invoiced and paid in the currency as specified in the Order Form, SOW or PO.
6. Business Continuity
   6. 6.1. Supplier shall maintain a Business Continuity and Resiliency Plan ('BCRP') that includes procedures for disaster recovery which are adequate to reasonably ensure continuity of operation of Supplier's business processes (or the business processes of any third party on whom Supplier relies) so as to reasonably ensure that there is no disruption to all or any part of its business which would cause Supplier not to be able to perform its duties and obligations under this Agreement. Where the Solutions support, or are reasonably capable of supporting, Regulated Customers, Supplier shall ensure that its business continuity, disaster recovery and resilience measures are proportionate to the regulatory expectations applicable to such Regulated Customers, as notified by NTT DATA from time to time. Supplier shall provide the BCRP to NTT DATA for review upon NTT DATA's request. Should NTT DATA deem the BCRP to be inadequate with reasonable justification, such as, but not limited to, a Customer's requirements, confidential information or data security, or the intended use of the Solutions, Supplier shall, at its own expense, work with NTT DATA to amend its BCRP and implement such changes as are necessary to ensure its adequacy. In addition to the BCRP, the SaaS Rider sets forth specific business continuity and disaster recovery obligations applicable to any SaaS Solution.
7. Insurance
   7. 7.1. Subject to any additional or more specific insurance requirements set out in an Order Form or SOW, Supplier must, for the term of the Agreement and a period of 3 years after expiration or termination, 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 respect of the risks arising from Supplier's performance of this Agreement, including (at a minimum): (i) Commercial General Liability; (ii) Professional Liability/Errors & Omissions (E&O); (iii) Automobile Liability; (iv) Property Damage (assets) and Business Interruption; (v) Marine/Goods in transit; and (vi) Commercial Crime. Supplier will ensure such coverage extends to NTT DATA property under the care, custody or control of Supplier or Supplier Personnel. Supplier will ensure that all Supplier subcontractors will comply with the same, or similar obligations contained herein under this clause 7.
   8. 7.2. Supplier will provide NTT DATA with certificates of insurance or evidence of coverage consistent with clause 7.1 upon NTT DATA's request.
   9. 7.3. Supplier will not do or omit to do anything which might invalidate or adversely affect the insurance Supplier is obligated to maintain under this Agreement and in the event any such policies become subject to (or are likely to become subject to) cancellation or any other material change, Supplier will provide NTT DATA with no less than 30 days' prior written notice.
   10. 7.4. In no event will Supplier seek contribution from NTT DATA's own insurance and the lack of insurance coverage shall not reduce or limit Supplier's indemnification obligations set out in this Agreement.
   11. 7.5. For the avoidance of doubt, Supplier's non-compliance with the terms of this clause 7 will constitute a material breach of this Agreement.
8. Intellectual Property

   Ownership

   8. 8.1. Each party shall own its Background IP. To the maximum extent permitted by Applicable Laws, NTT DATA shall exclusively own Work Product as of the date of its creation and Supplier hereby assigns such rights to NTT DATA. 'Work Product' is "work made for hire" under applicable copyright law and copyright and all other Intellectual Property Rights therein are owned exclusively by NTT DATA. To the extent that any Work Product is not considered a "work made for hire", Supplier hereby irrevocably assigns and transfers all its right, title, and interest in and to the Work Product, including all Intellectual Property Rights therein, to NTT DATA. Supplier shall ensure that its employees, subcontractors, representatives, agents or other contractors engaged under this Agreement shall comply with the requirements of this Section. Where applicable, or at the request of NTT DATA, Supplier shall deliver an executed, written assignment to NTT DATA of the Work Product and all Intellectual Property Rights therein including, without limitation, those developed by its employees, subcontractors, representatives, agents or other contractors. No jointly owned Intellectual Property Rights are created under or in connection with this Agreement.

   License to Background IP

   8. 8.2. If any Supplier Background IP or part thereof is incorporated in the Work Product or is otherwise necessary for the use of the Work Product, Supplier hereby grants to NTT DATA a perpetual, irrevocable, non‑exclusive, worldwide, royalty‑free, fully paid-up license, with the right to sublicense through multiple tiers, to use, make, sell, offer for sale, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Supplier's Background IP solely in connection with the applicable Work Product, and authorize others to do any, some, or all of the foregoing.

   License to NTT DATA Materials

   8. 8.3. To the extent NTT DATA delivers to Supplier, or provides Supplier access to any software, specifications, documentation, data, hardware, tools, know-how, methodologies, processes and/or any other materials, information or Intellectual Property Rights owned, leased and/or licensed by NTT DATA Group or Customer ('NTT DATA Materials'), Supplier shall have the non-exclusive right to use NTT DATA Materials solely for NTT DATA's benefit and for the purpose of performing its obligations under this Agreement. Supplier may not physically remove any NTT DATA Materials from NTT DATA's or a Customer's premises or otherwise transfer, distribute or convey NTT DATA Materials outside of NTT DATA's or Customer's environment unless expressly authorized in an Order Form or SOW. In addition, Supplier will use the NTT DATA Materials in compliance with any applicable use restrictions that are contained in agreements governing the use of any NTT DATA Materials or otherwise provided by NTT DATA to Supplier.

   Documentation; Cooperation; Enforcement

   8. 8.4. Supplier will, as part of the Work Product, disclose promptly in writing to NTT DATA all of the Work Product and document all Intellectual Property Rights therein as NTT DATA may direct. Supplier shall, upon request, provide to NTT DATA all of the Work Product. Supplier will fully cooperate with NTT DATA and take any action requested by NTT DATA to affect the provisions of this Section including, without limitation, applicable waivers of moral rights.

   Customer Data

   8. 8.5. All proprietary right, title and interest in and to the Customer Data shall remain with NTT DATA, NTT DATA Affiliate or the Customer, as applicable, and that all uses of the Customer Data by Supplier shall not create any interest or right, express or implied, in the Customer Data, and that Supplier does not and will not assert any claim to any ownership thereof. Supplier shall treat all such Customer Data in strict accordance with the DPA and this Agreement.

   AI Output

   8. 8.6. To the maximum extent permitted by Applicable Laws, NTT DATA, the NTT DATA Group or Customer (as applicable) will own all right, title and interest in and to AI Output created from or derived from Customer Data or NTT DATA Materials. Supplier warrants that AI Output will be free from restrictions, claims, or rights asserted by and Third-Party AI Supplier.
9. Confidentiality
   9. 9.1. '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. 9.2. 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 it 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 DATA 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 9 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.
   11. 9.3. 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 of such Confidential Information 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.
   12. 9.4. 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.
   13. 9.5. 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) including any copies resident in AI Systems, caches, logs, or backup media, subject to technical feasibility and legal retention requirements, 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 8 will continue to apply to any documents and materials retained by the Recipient.
   14. 9.6. Supplier will not use the name or trademarks of NTT DATA or the NTT DATA Group or refer to or identify NTT DATA or the NTT DATA Group in any marketing materials (including without limitation testimonials or customer listings) or press releases without the prior written consent of NTT DATA.
   15. 9.7. These confidentiality obligations will remain valid for a period of 5 (five) years after the expiration or termination of this Agreement and for Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality will continue for as long as the information remains eligible for trade secret protection.
10. Independent Contractor
    10. 10.1. Supplier is an independent contractor for all purposes, without express or implied authority to bind NTT DATA by contract or otherwise, and nothing in this Agreement creates any employment, agency, partnership, fiduciary or joint venture relationship between NTT DATA and Supplier or Supplier's directors, officers, employees, agents, contractors, or subcontractors (collectively 'Supplier Personnel'). For the avoidance of doubt (and without limiting the foregoing), neither Supplier nor any Supplier Personnel are entitled to any employee benefits of NTT DATA.
11. Compliance

    General Compliance

    11. 11.1. Each party warrants that it has complied with and will comply with all Applicable Laws in the performance of this Agreement including, but not limited to, any privacy or data protection laws, operational resilience, cybersecurity, artificial intelligence, and export controls, economic sanctions, customs and restrictions on international trade and investment ('Trade Compliance Laws'), and prevention of bribery and corruption ('ABAC Laws'). Supplier's failure to comply with Applicable Laws will constitute a material breach of this Agreement.
    12. 11.2. Supplier acknowledges that Applicable Laws may change or new regulatory requirements may be introduced during the term of this Agreement which may affect the performance of this Agreement or the Solutions. Where compliance with any such change or new requirement necessitates an amendment to this Agreement or the Solutions, the parties shall in good faith agree such amendments as are reasonably necessary to ensure ongoing compliance, without materially diminishing the agreed scope, functionality or security of the Solutions.

    Trade Compliance

    11. 11.3. Without limiting the generality of the obligations set out in clause 11.1 above, Supplier agrees to comply with NTT DATA's then-current Supplier Trade Compliance Terms, the breach of which by Supplier will be a material breach of the Agreement.
    12. 11.4. Supplier shall have the sole responsibility for obtaining any permit, license, exemption, or other government authorization, including any export or re-export authorization, required under any Trade Compliance Laws, in connection with Supplier's performance of the Agreement and the provision of any Solutions (including the transfer of any item or technical data under this Agreement) to NTT DATA, any affiliate of NTT DATA, or to a Client on NTT DATA's behalf (where applicable).

    Regulated Customers

    11. 11.5. Where Applicable Laws require the inclusion of specific contractual terms in respect of Regulated Customers, the parties shall promptly and in good faith conclude any required amendments, or addendums to this Agreement reflecting such mandatory terms.

    Artificial Intelligence

    11. 11.6. Supplier may not use AI or any AI System in the delivery and provision of any Solutions and associated Work Product, and in the performance of Supplier's obligations under the Agreement (including back-office functions, contract administration, data processing, or any other activity that may impact the management, interpretation, or execution of this Agreement) without prior written consent from NTT DATA.
    12. 11.7. If, and to the extent, Supplier intends to use any AI or AI System, or where the Solution includes any AI or AI System, Supplier must:
        1. disclose all Third-Party AI Suppliers and all AI models used in the AI System;
        2. ensure Third-Party AI Suppliers are subject to equivalent obligations to those imposed on Supplier in clauses 11.5 and 11.6;
        3. obtain all necessary licenses, consents, rights and permissions for the Supplier, NTT DATA, NTT DATA Group and/or Customer to use the AI System (as applicable) including obtaining any licenses, consents, rights and permissions from Third-Party AI Suppliers;
        4. implement and maintain appropriate governance, data protection and security measures including (i) principles ensuring ethical use of AI, including fairness, accountability, and transparency, (ii) measures to ensure the protection of data in compliance with Applicable Laws, (iii) procedures for regularly testing and auditing the AI System for bias, discrimination, accuracy and reliability, and implementing corrective actions where necessary, (iv) mechanisms for continuous monitoring, logging and human oversight, and (v) procedures for breaches and incidents;
        5. use reasonable commercial efforts to obtain and provide information about the AI System's training data sources, testing methodologies, and limitations when used in connection with the Solutions and Work Product;
        6. participate in NTT DATA's AI impact or risk assessment processes when requested by NTT DATA; and disclose known risks and collaborate on mitigation measures;
        7. notify NTT DATA of (i) material changes to the AI System; (ii) any instances of non-compliance with clauses 11.4, 11.5 and/or 11.6, and; (iii) any incident regarding the use of AI Systems;
        8. ensure that the AI System complies with Applicable Laws and use any AI System in compliance with Applicable Laws; and
        9. ensure Supplier Personnel are trained on the use and deployment of AI and the AI System and Supplier must procure that Supplier Personnel comply with all restrictions and requirements applicable to AI and AI Systems set out in this Agreement.
    13. 11.8. Supplier shall not, and shall not permit any Third-Party AI Supplier, subcontractor or Supplier Personnel to use, access, process, retain, store, disclose, or otherwise exploit Customer Data, NTT DATA Materials, NTT DATA Protected Data, NTT DATA Personal Data, NTT DATA Confidential Information, or AI Output, whether in identifiable, de-identified, anonymized, pseudonymized, derived, embedded, vectorized, transformed, or aggregated form, for any purpose other than strictly performing its obligations under this Agreement. Without limitation, Supplier is expressly prohibited from, using, or permitting any Thir-Party AI Supplier, subcontractor or Supplier Personnel to use any such data or AI Output:
        1. for any analytics, benchmarking, research or product improvement activities;
        2. for developing, training, fine-tuning, evaluating, calibrating, or otherwise improving or enhancing any AI Systems (including any models, designs, algorithms, datasets, prompts, weights, embeddings, training data, or tools) whether internal, external, commercial, or open source;
        3. for any marketing, commercial, statistical or unrelated internal purposes;
        4. to create derivative datasets, embeddings, chases, prompts, vectors, weights, or any other persistent or reusable model artifacts; or
        5. in any multi-tenant, shared or non-segregated AI environment.

    Access to NTT DATA Systems and Customer Data

    11. 11.9. To the extent applicable, Supplier is provided, during the term of the applicable SOW or PO, a license to use NTT DATA Systems for the sole and exclusive purpose of providing the Solutions. This license will terminate automatically upon expiration or termination of the applicable SOW or PO (or, as applicable, any Transition Period thereunder).
    12. 11.10. Supplier will limit access to, and use of, NTT DATA Systems and Customer Data to only Supplier Personnel that need to access or use Customer Data to provision or support the Solution. Supplier will procure that such Supplier Personnel are informed of the confidential nature of Customer Data (if applicable) and comply with all restrictions and requirements applicable to the relevant NTT DATA Systems and Customer Data, as set out in this Agreement or otherwise directed by NTT DATA. Supplier is fully responsible for any breach of such restrictions and requirements by Supplier Personnel.
    13. 11.11. In the event of any unauthorized access to or use of NTT DATA Systems or Customer Data or any loss or corruption of Customer Data or an incident regarding the use of any AI System ('Security Incident'), Supplier must (i) immediately notify NTT DATA (no later than 24 hours after reasonably suspecting the occurrence of a Security Incident); (ii) provide all available information (at the time of notification and as is subsequently discovered) regarding the Security Incident, including identification of the impacted NTT DATA Systems, Customer Data, or AI System (as applicable), the duration and any other information reasonably requested by NTT DATA; (iii) take immediate steps to mitigate the harmful effects of the Security Incident, including those requested by NTT DATA; and (iv) cooperate with NTT DATA efforts to satisfy its obligations (1) to any third parties (including any clients of NTT DATA) impacted by the Security Incident or (2) under any Applicable Laws. In the event any specific security breach or incident notification or mitigation obligations are set out in the terms applicable to Personal Data or Protected Data or otherwise required by Applicable Laws, those more specific obligations will take precedence over these general terms.

    Personal Data and Protected Data

    11. 11.12. To the extent any Customer Data accessed, used, processed, stored, hosted or transferred is Personal Data, Supplier will comply with all Applicable Laws in respect of such Personal Data in the performance of the Services, and at a minimum, NTT DATA's Vendor Data Processing Agreement will apply.
    12. 11.13. To the extent any Customer Data accessed, used, processed, stored, hosted or transferred by Supplier is Protected Data, the parties will enter into additional agreements reflecting the industry, jurisdiction or other specific compliance requirements with respect to such Protected Data.

    NTT DATA Policies and Training

    11. 11.14. Supplier must comply with any NTT DATA Code of Business Ethics and NTT DATA Supplier Code of Conduct and any other applicable policies, practices, standards, and procedures (as may be supplemented or updated by NTT DATA from time to time). Supplier will ensure that any Supplier Personnel that have access to any NTT DATA Systems (a) undergo all training required by NTT DATA, including courses or other training relating to compliance, data protection and security awareness; and (b) certify, in a form reasonably acceptable to NTT DATA, completion of any such training and acknowledge receipt of and agreement to comply with all NTT DATA Policies.

    Information Security Certifications

    11. 11.15. Upon request during the Term, Supplier shall provide proof of appropriate information security certificates and attestations, including ISO/IEC 27001, SOC 2 type 1 and SOC 2 type 2 certification controls and any related audit reports, as applicable to the Solutions being provided. NTT DATA may assess Supplier's applicable general controls and security processes and procedures to ensure compliance with applicable privacy laws and safeguarding data through confidentiality, integrity and availability, including if applicable, the PCI DSS certification. NTT DATA may share Supplier Information Security certifications with Customer. In the event Supplier is unable to provide proof of Information Security certification as set forth in this Section 10.4, such failure will be deemed to be a material breach of the Agreement.

    Supplier Personnel

    11. 11.16. Supplier agrees that:
        1. Supplier Personnel on NTT DATA Group's premises and/or the premises of NTT DATA's Customers or suppliers, Supplier's Personnel, agents and subcontractors will abide by any environmental, health and safety requirements provided to Supplier in writing or made available by NTT DATA or Customer.
        2. Supplier Personnel assigned to any projects pursuant to a SOW or Order Form have been subject, to the extent permissible under Applicable Laws, to an industry standard background check or the equivalent including (i) verification of identify, employment history, and academic credentials, (ii) check for criminal violations (for all countries for the last seven years) including crimes involving violent behavior, drugs and crimes of dishonesty, and (iii) drug screening.
    12. 11.17. Supplier Personnel (i) with any record of violent behavior, (ii) who have been convicted of any felonies, (iii) who have been convicted of any misdemeanors involving illegal drugs, fraud or moral turpitude, (iv) who fail to pass drug screening for illegal drugs or (v) who pose a national security risk to any country in which Supplier Personnel may be assigned to provide Services will not be assigned to NTT DATA.
    13. 11.18. If NTT DATA is dissatisfied with a particular Supplier Personnel for failing to perform the Services in accordance with the policies, programs and procedures of NTT DATA and if Supplier has failed to correct the individual or individuals' performance promptly following notice from NTT DATA, then NTT DATA, at its option and without prejudice to its other rights and remedies, has the right to demand the Supplier to immediately remove such Supplier Personnel, and Supplier, at NTT DATA's request, will remove such Supplier Personnel on demand and furnish a replacement(S) acceptable to NTT DATA as soon as reasonably practicable.

    Disclaimer and Reservation of Rights

    11. 11.19. NTT DATA assumes no responsibility for, and will not be liable for, any costs incurred or loss resulting from Supplier's violation of Applicable Laws, including Suppliers failure to obtain any permit, license, exemption, or other government authorization pursuant to this clause 11. Without limiting any termination rights reserved by NTT DATA under the Agreement, in the event NTT DATA is prevented from timely performing any obligation because of the denial, delay, cancellation, withdrawal, or non-renewal of any permit, license, exemption, or other government authorization required for NTT DATA's performance under any Applicable Laws, NTT DATA's failure to perform will be excused for as long as Supplier's non-compliance persists.
    12. 11.20. NTT DATA reserves its rights to immediately suspend Supplier's access to NTT DATA Systems, Customer Data and NTT DATA Materials in the event that (a) Supplier fails, or NTT DATA reasonably suspects that Supplier fails to (a) comply with the obligations as per this clause 11, (b) any audit, due diligence, vetting and oversight activities reveal any non-compliance or material findings and/or (c) Supplier fails to remediate any non-compliance or material findings in such period as agreed with NTT DATA.
12. Audit Rights and Due Diligence
    12. 12.1. NTT DATA and its authorized representatives will have a right, both during the term of the Agreement and up to 7 (seven) years thereafter, to audit Supplier's performance and records relating to this Agreement to verify compliance with this Agreement, including Supplier's adherence to NTT DATA Policies (or similar compliance obligations) and the accuracy of Supplier's charges. Where requested by NTT DATA, Supplier will participate and provide timely cooperation with NTT DATA's reasonable efforts to conduct such due diligence, including (but not limited to) the timely completion of questionnaires, participation in reasonable interviews or business reviews and utilization of NTT DATA's third-party vetting, on-going monitoring and risk management tools and platforms. Upon request from NTT DATA, Supplier will provide updated information relating to the financial condition or status of Supplier.
    13. 12.2. Supplier acknowledges that to comply with laws, regulations, and Customer requirements and to maintain competency and controls certifications, NTT DATA must conduct reasonable due diligence, vetting and oversight in its supply chain during all phases of the parties' business relationship. Such due diligence may include, without limitation, financial health, IT infrastructure, integrity and data security (including the handling of Personal Data and Protected Data), disaster recovery, business continuity, anti-corruption, trade compliance and performance. Supplier shall participate and provide timely cooperation with NTT DATA's efforts to conduct such due diligence, at no charge to NTT DATA. Such due diligence may include, without limitation, (a) submission of questionnaires and assessments, (b) participation in interviews and business reviews, (c) provision of supporting materials upon request, and (d) active cooperation with and utilization of NTT DATA's web-based third-party vetting, on-going monitoring and risk management tools and platforms.
    14. 12.3. Supplier acknowledges that, for Solutions supporting Regulated Customers, competent supervisory authorities or their delegates may require access, information or audit rights in relation to the Solutions. Supplier shall reasonably cooperate with any such request, subject to confidentiality and security safeguards.
    15. 12.4. If the audit, due diligence, vetting or oversight activities reveals that Supplier overcharged NTT DATA or was overpaid by NTT DATA, Supplier shall, upon demand and within 60 days of notification, reimburse NTT DATA for any such overcharges or overpayments. If the audit reveals other material non-compliance, Supplier shall remedy such non-compliance within 30 days of receipt of written notice from NTT DATA of such non-compliance. NTT DATA shall bear the expense of the audit, provided that if the audit reveals that Supplier overcharged NTT DATA by 5% or more during the period examined in such audit, then in addition to reimbursing NTT DATA for the overcharges, Supplier shall pay NTT DATA all reasonable costs and expenses incurred in connection with such audit. If Supplier fails to pay amounts due under this Section, NTT DATA may, upon 30 days' notice, offset any such amounts against payments due Supplier.
13. Term and Termination
    13. 13.1. The Agreement commences as set out in clause 2 (Agreement Framework).
    14. 13.2. Each SOW, Order Form or PO will have the term set out therein. A SOW, Order Form or PO shall not automatically renew.
    15. 13.3. Either party may terminate a SOW, Order Form or PO (in whole or in part) immediately upon delivery of written notice if the other party:
        1. commits a material breach that cannot be remedied, or a material breach that can be remedied but fails to do so within 30 days after receipt of written notice detailing the breach; or
        2. becomes subject to an Insolvency Event.

        In the event Supplier is exercising its termination rights for NTT DATA's material breach pursuant to (a) and (b) of this clause 13.2, such rights will be limited to terminating the SOW, Order Form or PO under which such material breach occurred.

    16. 13.4. NTT DATA will have the further right to terminate a SOW, Order Form or PO immediately (and without penalty) upon delivery of written notice if:
        1. the Supplier is, in NTT DATA's reasonable discretion, likely to become subject to an Insolvency Event or is otherwise impeded (or is likely to become impeded) in its ability to perform its obligations under this Agreement (or any SOW or Order Form hereunder) due to a materially adverse change in Supplier's financial condition or status;
        2. any audit reveals any material deficiency in Supplier's performance of this Agreement, provided that if such material deficiency is capable of remedy, Supplier will have 30 days from receipt of NTT DATA's written notice specifying such deficiency before NTT DATA may exercise the termination right set out in this clause; or
        3. any audit, due diligence or vetting reveals any condition or circumstance that, in NTT DATA's reasonable discretion, (i) exposes (or could potentially expose) NTT DATA or Regulated Customers to a fine, assessment, or penalty from a regulatory authority, or (ii) materially compromises Supplier's ability to perform its obligations under this Agreement in a manner that is compliant with Applicable Laws, NTT DATA Policies, or the requirements otherwise set out or applicable in the Agreement, provided that if the condition or circumstance is capable of remedy Supplier will have 10 days from receipt of NTT DATA's written notice specifying such deficiency before NTT DATA may exercise the termination right set out in this clause.
    17. 13.5. In the event NTT DATA is exercising its termination rights for Supplier's material breach pursuant to 13.3 and/or 13.4, Supplier will reimburse NTT DATA all pre-paid charges.
    18. 13.6. NTT DATA may terminate any SOW, Order Form or PO for any reason by giving no less than 30 days prior written notice to Supplier. Supplier will cease providing the applicable Solutions on the date of termination specified in such notice.
    19. 13.7. NTT DATA may, without liability for any resulting loss, additionally terminate any SOW, Order Form or PO in its entirety and cease performance or implementation of any payment or other obligation under this Agreement without notice if NTT DATA reasonably determines that this engagement would expose NTT DATA (or any Affiliate of NTT DATA) to any sanction, liability, prohibition, penalty, or restriction under any Trade Compliance Laws or ABAC Laws. NTT DATA's termination rights under this clause 13.7. will apply notwithstanding any alleged or actual claim of Force Majeure asserted by Supplier.
    20. 13.8. Unless more specific provisions are set out in this Agreement or the applicable SOW or Order Form, NTT DATA may, at any time prior to the expiration of termination of any SOW, Order Form, provide notice to Supplier that it requires Supplier to extend the Services (or a portion thereof), at the same rates, terms and conditions, for a reasonable period from the previously scheduled date of expiration or termination ('Transition Period'). During any such Transition Period, Supplier will in addition to the continuation or the relevant Services, provide reasonable transition assistance at no additional cost of NTT DATA, including the handover or (a) any information or documentation relating to NTT DATA system configurations, settings, or designs, (b) Customer Data (c) Protected Data, and (d) Personal Data, in each case, to either NTT DATA or another supplier (as directed by NTT DATA) ('Transition Services').
14. Representations and Warranties
    14. 14.1. Supplier represents and warrants during the Term of any SOW, Order Form or PO: (a) Supplier is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof and the person entering into the Agreement on behalf of Supplier is authorized to do so; (b) Supplier and the Solutions comply with all Applicable Laws; (c) this Agreement and the Solutions do not breach any other agreement to which Supplier is a party or bound; (d) Supplier has all the necessary rights, consents, permissions, authorizations and licenses in such Solution, including any component thereof to grant to NTT DATA Group the contemplated use rights for the Solutions without any further license requirements.
    15. 14.2. Supplier shall promptly notify NTT DATA of any fact, event or circumstance that would make any representation or warranty provided by Supplier untrue or inaccurate in any respect.
15. Indemnity
    15. 15.1. Supplier will defend, indemnify and hold harmless NTT DATA and its Affiliates and all of their respective directors, officers, employees, agents and Customers from and against any and all liabilities, damages, losses, judgments, authorized settlements, expenses (including attorney's fees in connection with any third-party claim), action, demand, or legal proceeding arising out of or in any way connected with:
        1. any breach by Supplier of Applicable Laws, or where applicable, the NTT DATA Vendor Data Processing Agreement,
        2. any breach by Supplier of the NTT DATA Supplier Trade Compliance Terms;
        3. third party alleging that the Solution or Work Product (including any related products or processes provided in connection therewith), or NTT DATA's use of any of the foregoing, infringe any Intellectual Property Rights;
        4. in relation to employment claims, including Supplier Personnel or any regulatory authority that are against NTT DATA for employment taxes, wages or benefits in connection with any supplier personnel or otherwise arising from the Supplier failing to satisfy statutory or similar requirements for qualification as an independent contractor;
        5. Customer claim against NTT DATA arising from the Supplier's act or omission which caused the loss of corruption of Customer Data;
        6. a security incident on NTT DATA Systems, including without limitation the loss or corruption of or any unauthorized access to any data accessed by Supplier
        7. any claim based on bodily injury or death or damage to real or tangible personal property or contamination of the environment or any associated clean-up costs, arising out of or Supplier's acts or omissions relating to this Agreement;
        8. use of any AI System to the extent such claim arises from Supplier's breach of Supplier's obligations contained in clause 11.
    16. 15.2. In the event of any claim subject to clause 15.1 above, NTT DATA will: (a) notify Supplier provided, however, that the failure to give such notice shall not relieve Supplier's obligations hereunder except to the extent that Supplier is prejudiced by such failure; (b) hand over defense and related settlement negotiation of the claim subject to NTT DATA right to participate (at Supplier's cost) in such defense; and (c) at Supplier's expense, reasonably cooperate with Supplier in the defense thereof. Supplier shall keep NTT DATA reasonably informed as to the status of Supplier's efforts. Supplier shall not settle or compromise any such claim in a manner that does not unconditionally release NTT DATA from liability without first obtaining NTT DATA's prior written consent, which NTT DATA shall not unreasonably withhold. Upon NTT DATA's request, Supplier shall disclose to NTT DATA the terms of any settlement of claim and only to the extent such disclosure is not a violation of the applicable settlement. Notwithstanding the foregoing, if Supplier fails to respond to a tender within 30 days (unless a shorter period is required to preserve the parties' rights to respond to the claim) or Supplier refuses to accept tender, then NTT DATA may proceed to settle or otherwise defend claim as NTT DATA deems appropriate. In such instance, Supplier remains fully responsible for all reasonable costs and expenses incurred by NTT DATA, including any amounts awarded by a court or other judicial body. Without limiting other remedies available to NTT DATA, including joinder of Supplier in the underlying action, NTT DATA may immediately offset expenses as they are incurred from amounts payable to Supplier.
    17. 15.3. If an infringement claim is made or appears likely to be made about a Solution or Work Product, Supplier will, in addition to Supplier's indemnification obligations as set forth in this Section, at Supplier's option, either (a) procure for NTT DATA the right to continue to use, market and sell the Solution, (b) modify the Solution so that it is no longer infringing or (c) replace it with a non-infringing Solution. If the parties determine that none of these alternatives is commercially reasonable, the impacted Order Forms, SOWs and POs will be terminated, and NTT DATA will be refunded all amounts paid for the infringing Solution or Work Product.
16. Limitation of Liability
    16. 16.1. Except for Supplier's breach of Applicable Laws, Supplier's indemnification obligations and liabilities, Supplier's data protection and data security obligations contained in any DPA, Supplier's breach of its disaster recovery or business continuity obligations, Supplier's abandonment of the Agreement or any SOW or Order Form, or Supplier's intentional breach or gross disregard of its obligation to provide transition services, neither party shall be liable for any incidental, indirect, punitive, special, or consequential damages under any part of this Agreement, including without limitation, any lost profits, lost savings, lost value or lost sales even if advised or aware of the possibility of such damages and even if a party asserts or establishes a failure of the essential purposes of any limited remedy provided in this Agreement.
    17. 16.2. Subject to clause 16.1 and 16.3 , neither party's aggregate liability arising out of or in connection with this Agreement shall exceed 2 (two) times the charges and fees paid by NTT DATA to Supplier under the applicable SOW or Order Form in the 12 (twelve) months prior to the act that gave rise to the liability, in each case, whether or not such party has been advised of the possibility of such damages.
    18. 16.3. Nothing in this clause 16 shall limit either party's liability arising from gross negligence, fraud, or willful misconduct, breach of confidentiality, or any liability which cannot be limited or excluded by law.
    19. 16.4. Supplier's liability for a data security incident or breach of data protection and data security obligations contained in any DPA and Supplier's breach of Artificial Intelligence obligations contained in clause 11 shall not exceed the greater of 3 (three) times the annual charges and fees paid by NTT DATA under the Agreement and USD 5 million.
17. Delays
    17. 17.1. Supplier acknowledges that time is of the essence in the performance of its obligations under the Agreement. If Supplier believes that it may not be able to provide NTT DATA with the Products or Solutions by the relevant due date set out in the SOW, Order Form or PO as applicable, Supplier will:
        1. promptly provide NTT DATA 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 DATA to minimize the delay (if any); and
        2. commit such additional resources at no additional cost to NTT DATA (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 (ii) reasonably ensure performance of all subsequent obligations on time; and
        3. use its best commercial efforts to require any authorized third party supplier or subcontractor of any Products 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 DATA 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 DATA and Supplier.
    18. 17.2. Notwithstanding anything else in this clause 17, if Products or Services are more than 10 calendar days late for any reason other than a cause attributable to NTT DATA or an event set out in clause 18.1 below (Force Majeure), NTT DATA may termination the relevant SOW, Order Form or PO with immediate effect, with no liability to Supplier for the delayed Products 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 Supplier for the unexpired portion of the term.
18. General Terms

    Force Majeure

    18. 18.1. 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 Force Majeure, provided that the affected party will provide prompt notice to the other party of any such Force Majeure and, in the case of Supplier as the affected party, 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 30 days, NTT DATA may terminate this Agreement immediately by giving notice to the Supplier.

    Business Administration Data

    18. 18.2. Supplier acknowledges and accepts, without the need for further notification or consent (unless required by Applicable Laws), that NTT DATA may transfer (both locally and cross-border) and disclose relationship management and other business administration data related to Supplier (including contact information for relevant Supplier personnel) ('Business Administration Data') to NTT DATA'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 DATA will process and maintain Business Administration Data, including any Personal Data contained therein, in accordance with its privacy policies and Applicable Laws, provided that Supplier 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 18.2.

    Sustainability

    18. 18.3. In executing this Agreement, Supplier shall comply with the 'NTT Group Guidelines for Sustainability in Supply Chain' and 'NTT Group Green Procurement Standards', each of which is set forth at https://group.ntt/en/procurement/supplier/index.html (collectively, the 'Guidelines'). NTT DATA may examine Supplier's compliance with these Guidelines on a periodic basis, including after the termination or expiration of the Agreement.

    Non-Solicitation

    18. 18.4. 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 SOWs entered hereunder), directly or indirectly (whether by itself or through the use of a third party):
        1. engage, recruit or employ any employee of NTT DATA 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;
        2. solicit (or otherwise circumvent NTT DATA to deal directly with) any Customer of NTT DATA for the purpose of offering such Customer goods or services which are substantially similar to or compete with the Solutions being provided by NTT DATA through or in connection with this Agreement; and
        3. interfere with, disrupt, alter, or attempt to disrupt or alter, the relationship (contractual or otherwise) between NTT DATA and any Customer being provided Solutions through or in connection with this Agreement.
    19. 18.5. Nothing in this clause will have the effect of limiting Supplier's obligations in respect of Confidential Information to the extent any information relevant to the restrictions in this clause 18.4 are also subject to the express limitations and restrictions set out in clause 16 above. NTT DATA will be entitled to damages at law as well as injunctive relief if Supplier violates the terms of this section.

    Assignment and Subcontracting

    18. 18.6. Supplier may not assign or subcontract this Agreement, any of its rights or obligations under this Agreement or any SOW, Order Form or PO, without the prior written consent of NTT DATA. Any assignment or transfer without such written consent shall be null and void and constitute a material breach of this Agreement. If NTT DATA consents to Supplier subcontracting its rights or obligations hereunder, Supplier will (a) ensure that the subcontractor commits, in a legally enforceable contract, to obligations and requirements that are the same or no less restrictive than those set out herein, (b) be responsible for all acts, omissions, and breaches of this Agreement and any Order Form or SOW by its subcontractor(s) to the same extent as if Supplier had committed such act, omission or breach itself (c) provide NTT DATA with reasonable advance notice of any changes to subcontracting arrangements and shall not implement such changes where NTT DATA reasonably objects on regulatory grounds. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of NTT DATA without restriction.

    Notice

    18. 18.7. 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 on the SOW, Order Form or PO, with an electronic copy also sent to the electronic notice addresses in the SOW, Order Form or PO.

    Governing Law and Jurisdiction

    18. 18.8. The following laws, without regard to choice-of-law principles, will govern the construction and enforcement of the Agreement, SOW, Order Form or PO and the parties irrevocably agree that the following courts will have exclusive jurisdiction to settle any dispute that arises in connection thereof, according to the location of incorporation of the relevant NTT DATA entity entering into the relevant SOW, Order Form or PO:

        Location of Contracting NTT DATA Entity	Laws / Venue
        Australia	The laws of New South Wales / the courts of New South Wales and the Commonwealth of Australia.
        South Africa	The laws of the Republic of South Africa / the courts of South Africa.
        United States	The laws of the State of New York / the courts of the State of New York.
        All other locations	The laws of England and Wales / the courts of London.

    Waivers and Variations

    18. 18.9. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing wavier or a waiver of any other default or any other term or condition.
    19. 18.10. NTT DATA may update these Terms by publishing a revised version at this URL (or successor site). Any such updated version of these Terms will be effective from the date of publication, without need for further notice to Supplier. Supplier may, within 30 days from the effective date of the update, notify NTT DATA of an objection to an update to these Terms, in which case the parties will discuss in good faith whether an accommodation may be made for Supplier. Any agreed accommodation must be recorded in a written amendment mutually executed by the parties. Notwithstanding the obligation to discuss in good faith whether an accommodation may be made, NTT DATA will be under no obligation to agree to Supplier's requested accommodation. In the event the parties cannot agree to a resolution within 30 days of receipt of Supplier's objection, NTT DATA may terminate the relevant SOW or PO without penalty or liability (beyond payment for Services rendered or conforming Products delivered), and Supplier will provide a prorate refund of all payments made in advance to Supplier for the unexpired portion of the term.
    20. 18.11. The terms and conditions of this Agreement shall prevail notwithstanding any variance with the terms and conditions of any acknowledgment, 'click-though', 'shrink-wrap' or other document submitted by Supplier.

    Severability

    18. 18.12. 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.

    No Exclusivity

    18. 18.13. This is not an exclusive agreement. NTT DATA is free to engage others to perform Services or to provide Solutions the same or similar to the Suppliers.

    No Third-Party Rights

    18. 18.14. A person who is not party to the Agreement shall not have any rights under or in connection with it.

    Entire Agreement

    18. 18.15. This Agreement is the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof.

Attachment A   Services Rider (If Applicable)

In addition to the terms and conditions set out above, the following additional terms apply to Supplier's performance of the Solutions. To the extent of any inconsistency between the terms and conditions set out above and the additional terms set out herein, the terms of this Attachment will prevail.

1. Acceptance
   1. 1.1. NTT DATA will have a reasonable time after receipt of Services and/or Work Product to inspect Services for conformity to specifications. If Services or Work Product do not wholly conform to the Agreement, NTT DATA will have the right to reject such Services and/or Work Product. If NTT DATA rejects the Services and/or Work Product or other deliverable, Supplier shall remedy the same to NTT DATA's satisfaction within 30 days or NTT DATA will not be obligated to pay for such Services, Work Product or other deliverable and Supplier will refund all fees previously paid by NTT DATA for the rejected Services, Work Product or other deliverable within 60 days of such failure to remedy.
2. Warranties
   2. 2.1. Supplier represents and warrants that: (a) Services shall will be completed in accordance with the applicable specifications and will be correct and appropriate for the purposes contemplated in this Agreement; (b) Services will be performed 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; and (c) 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. Change Management
   3. 3.1. NTT DATA may, at any time, request to modify the scope of Services upon written notice to Supplier, describing the requested modifications in sufficient detail. Supplier will submit to NTT DATA, within ten (10) business days following receipt of notice, an estimate of the cost and schedule impact to affect the modifications. Supplier shall implement the modifications only upon written authorization from NTT DATA.
4. NTT DATA Premises
   4. 4.1. If Supplier is provided with access to any facilities or premises owned, leased, licensed or operated by NTT DATA, NTT DATA Group or Customer ('NTT DATA Facilities') under the Agreement, Supplier will:
      1. comply with all policies and other directions issued by NTT DATA from time to time while accessing NTT DATA Facilitates;
      2. take all reasonable precautions to avoid injury or damage to people and property while accessing NTT DATA Facilities;
      3. not interfere with NTT DATA's activities or those of any other person on NTT DATA Facilities;
      4. immediately notify NTT DATA upon becoming aware of any event that results in, or has the potential to result in personal injury or ill health to any person on NTT DATA Facilities; and
      5. not bring any toxic, hazardous or otherwise regulated substance or material onto any NTT DATA Facilities except to the extent necessary to perform its obligations under the Agreement, and then Supplier may do so only to the extent that Supplier (i) complies with all Applicable Laws, (ii) provides all appropriate warnings and notifications to NTT DATA and (iii) provides NTT DATA with all information necessary for NTT DATA to comply with any obligations that are imposed upon NTT DATA due to the existence of such substance or material (alone or together with other substances or materials).
   5. 4.2. Supplier will ensure that any Supplier Personnel granted access to NTT DATA Facilities have agreed to confidentiality obligations in accordance with clause 9 of the Agreement or, if requested by NTT DATA, execute written confidentiality undertakings directly with NTT DATA.
5. Lead Generation Services
   5. 5.1. If Supplier provides Lead Generation Services (defined below) to NTT DATA, NTT DATA will receive Licensed Data (defined below) 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 DATA or Supplier's customers. Supplier warrants that it has the necessary rights, permissions and authorizations to provide the Licensed Data to NTT DATA in accordance with the terms of this Agreement, and any Applicable Laws regarding the processing, integrity, security and protection of Personal Data. Once NTT DATA receives the Licensed Data, NTT DATA will use the Licensed Data in accordance with applicable laws and it will not sell, license, or sublicense any Licensed Data provided or otherwise made available pursuant to this Agreement. NTT DATA understands and agrees that Supplier is not responsible for its use of Licensed Data. Supplier will (i) 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 the business professional's personal data with NTT DATA; (ii) 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 (iii) as required under applicable laws, notify NTT DATA 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 DATA against liability arising from third-party claims, including claims from business professionals, due to Supplier's breach of this clause. To the extent that any Services involve the transfer of NTT DATA's Personal Data to Supplier, then the DPA will govern such transfer and use. For the purposes of this Section, '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; and '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 DATA as part of the Services.

Attachment B    SOFTWARE AND SaaS RIDER (If Applicable)

In addition to the terms and conditions set out above, the following additional terms apply to Supplier's performance of the Solution. To the extent of any inconsistency between the terms and conditions set out above and the additional terms set out herein, the terms of this Attachment will prevail.

Part A.  Additional terms applicable to Software and SaaS

1. Licensing

   License

   1. 1.1. To the extent applicable, Supplier hereby grants NTT DATA a, worldwide, non-exclusive, multi-language, royalty-free, perpetual and transferable license to use such Software and/or SaaS for the NTT DATA Group's business purposes, including, if applicable, providing services to its Customers. In the case of resale or providing a managed service to Customers by NTT DATA, Supplier grants NTT DATA a non-exclusive right to supply or sub-license the Solution to its Customers.
   2. 1.2. In the event NTT DATA sublicenses any Software and/or SaaS to a Customer, then in addition to the rights granted to NTT DATA, Supplier hereby grants NTT DATA the right to use, access, execute, store or display the Software and/or SaaS sublicensed for the purpose of performing NTT DATA's service obligations to the relevant Customer ('Access'). Access shall commence as of the date of delivery or installation of the Software and shall continue in effect until the earlier of (a) Supplier's receipt of written notice from NTT DATA that NTT DATA's need to Access the Software has ceased, or (b) the expiration or termination of NTT DATA's obligations to the applicable Customer. Upon termination of Access, NTT DATA shall discontinue all use of the Software sublicense to the applicable Customer.

   Use

   1. 1.3. Other than the limitations expressly described in this Agreement, users will have no other limitations on their access to or use of the Software and/or SaaS. Unless otherwise indicated in an Order Form, there are no restrictions related to the numbers of users or devices that use or access the Software and/or SaaS, nor are there restrictions related to database size(s) or the number of documents or transactions processed.
   2. 1.4. Except as provided or allowed by law, NTT DATA shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the Software and/or SaaS.

   Demonstration and Evaluation License

   1. 1.5. Supplier grants NTT DATA, at no charge, a worldwide, non-exclusive, non-transferable, and royalty-free licence to the Software and/or SaaS to perform demonstrations, evaluations, proof of concepts or other tests for prospective Customers.

   Training

   1. 1.6. Supplier will provide NTT DATA, at no charge, with any training required to Access and/or participate as a reseller of the Software and/or SaaS.
2. Acceptance
   2. 2.1. Supplier shall provide NTT DATA with written notice at least 90 days prior to the release of any new feature, update, enhancement or modification to any Software ('Feature Release'). This notice shall, at a minimum, include (a) a detailed description of the feature, update, enhancement or modification, including functionality, purpose, changes to existing workflows or user interfaces, access instructions and availability dates; (b) the testing activities conducted by Supplier prior to the Feature Release, including (i) types of testing performed and testing methodology, (ii) summary of test results, including any known limitations, mitigations and resolutions; (iii) confirmation that the feature, update, enhancement or modification meets the agreed quality and performance standards as set out in this Agreement or any Order Form; (c) a summary of any training materials that have been developed in preparation for the Feature Release; and (d) an outline of any expected impacts on system performance, integrations or user experience. Supplier shall not implement the Feature Release without the written consent of NTT DATA. This shall not prevent Supplier from implementing the Feature Release generally for its other customers. NTT DATA reserves the right to request additional information, training or clarification where necessary.
3. Representations and Warranties
   3. 3.1. Supplier represents and warrants that the Software and/or SaaS: (a) will conform to Supplier's published specifications and documentation as well as to any specifications and descriptions set forth in the Order Form during the term of the Order Form, (b) have been designed and developed and are being maintained (throughout the entire software development lifecycle) subject to information security policies that are aligned to industry best practices and standards, (c) do not contain any code or component designed to disrupt, disable, harm, erase, permit unauthorized access to NTT DATA Systems or Customer data or which includes or implements, worms, Trojan horses, viruses, or other harmful code; (d) does not include any open source or other third-party code that subjects NTT DATA to a third-party license agreement for which Supplier has not secured the right to sublicense to NTT DATA or a NTT DATA Customer on terms that are no different than those included by Supplier hereunder; and (e) Supplier Support will be provided in a good, professional and workmanlike manner and on a timely basis.
4. Updates and Upgrades
   4. 4.1. 'Updates and Upgrades' includes, without limitation, all updates, upgrades, enhancements, features, options, connectors, interfaces, extensions, modules, bug fixes, patches, error corrections, follow-ons, versions, revisions, releases, re-namings, replacements, substitutes, supplements, successors, add-ons, derivatives, permutations, additions, offshoots, descendants, translations and modifications to the Software and/or SaaS regardless if Supplier, its assignee or a successor markets them separately to other customers for an additional fee. Updates and Upgrades will include any third-party software marketed by Supplier if such third-party software replaces or supplements functionality similar to that in any Software and/or SaaS.
   5. 4.2. The Software and/or SaaS, includes all Updates and Upgrades; which will be incorporated therein when made commercially available by Supplier, its assignee or a successor. Supplier will promptly notify NTT DATA from time to time as Updates and Upgrades become available. Updates and Upgrades will be made available to NTT DATA no later than the date the relevant Update or Upgrade is released to Supplier's other customers. All new Updates and Upgrades shall incorporate all previously released Updates and Upgrades. Supplier will not make any changes that result in a reduction in the level of performance, security, functionality or availability of the Software and/or SaaS.
   6. 4.3. In the case of Software, Supplier will provide NTT DATA with all Updates and Upgrades necessary to support a new release of the designated operating system, database, or application server within 90 days of a new release of the designated operating system, database or application server at no additional charge, provided that NTT DATA is then current and not otherwise in breach of its obligations to Supplier regarding Supplier Support which NTT DATA has purchased from Supplier. With respect to each Update or Upgrade release, Supplier shall dedicate an NTT DATA-directed portion of the Supplier work effort to features, bug fixes, developments, enhancements, or other extensions identified and prioritized by NTT DATA to be included in such Update or Upgrade.
5. Maintenance and Support

   Supplier Support

   5. 5.1. Unless otherwise specified in an Order Form, Supplier will provide all support, maintenance and assistance necessary to enable NTT DATA to install and use the Software and/or SaaS, including without limitation: (a) diagnosing and troubleshooting problems; (b) identifying and providing Updates and Upgrades and the appropriate documentation to minimize any disruption to NTT DATA's use; (c) tracking technical support incidents by maintaining an issue tracking system that tracks all technical support incidents reported by NTT DATA (date submitted, technical notes, current status, etc.) and in the case of Software (d) installing, configuring and verifying proper operation of Software (collectively, 'Supplier Support'). NTT DATA will be entitled to receive, at no additional charge, any support, maintenance and assistance as Supplier may make available to other users of the Software and/or SaaS.
   6. 5.2. Supplier Support provided under this Software and SaaS Rider will be subject to the Services Rider, as applicable.
   7. 5.3. NTT DATA will designate persons on its technical support staff who will be authorized to contact Supplier ('NTT DATA Support Contacts'). NTT DATA may submit requests for Supplier Support to Supplier via Supplier's website, by telephone or by email. Unless otherwise specified in the applicable Order Form, Supplier will assign technical support staff ('Supplier Support Contacts') to staff its online and telephone support 24 hours a day, 7 days a week ('Support Hours'). Supplier Support shall enable NTT DATA Support Contacts' messages to be recorded. Supplier will maintain enough Supplier Support Contacts to ensure timely responses to requests for Supplier Support and to otherwise satisfy Supplier's obligations under this Agreement.

   Response and Escalations

   5. 5.4. Supplier Support Contacts will respond to NTT DATA requests for Supplier Support within 2 hours (if NTT DATA's request is made within the Support Hours) or within 2 hours after the start of the next Support Hours (if NTT DATA's request is made outside the Support Hours). If the NTT DATA Support Contact states that the problem is critical, a Supplier Support Contact will respond by telephone within 1 hour after NTT DATA's request for Supplier Support is made regardless of the time of day that request is made. Supplier will use best efforts to answer questions and correct problems (or to provide suitable temporary solutions or workarounds for problems) in the Supplier Support Contact's initial response to NTT DATA. If further action is necessary, Supplier will use best efforts to answer the question or correct the problem within 12 hours after the Supplier Support Contact's initial contact with NTT DATA; provided, however, that if NTT DATA reasonably believes and states that the problem is critical, Supplier will use best efforts to correct the problem within 2 hours after the Supplier Support Contact's initial contact with NTT DATA and will continue efforts to correct the problem until resolution.
6. Source Code

   SaaS

   6. 6.1. In the case of SaaS, in the event of Supplier's bankruptcy, insolvency or as otherwise ceasing to be an active business and unable to provide its services to NTT DATA, Supplier shall place the source code, including any associated documentation, with an escrow agent acceptable to both parties ('Escrow Agent').

   Software

   6. 6.2. In the case of Software, following the Effective Date of the Agreement or effective date of the Order Form, Supplier shall place the source code, including any associated documentation, with an Escrow Agent pursuant to an escrow agreement which includes a provision that the escrow agent shall release the source code escrow to NTT DATA upon the occurrence of a Supplier's Failure to Continue Service. 'Failure to Continue Service' means (a) Supplier's anticipated insolvency, bankruptcy, or involvement in an involuntary proceeding for protection of its creditors; (b) Supplier's material breach of this Rider; (c) Supplier's failure to continue development of the Software; (d) Supplier's failure to provide NTT DATA with the most recent version of the Software if contractually obligated to do so; or (e) any other circumstance whereby Supplier can no longer satisfy its obligation to provide the Software or Supplier Support to NTT DATA under the applicable Order Form.
   7. 6.3. Supplier will update the source code placed with the Escrow Agent annually or with each Update and Upgrade, whichever is more frequent. In addition, upon the release of the source code, Supplier shall be deemed to have granted NTT DATA a perpetual, irrevocable, nonexclusive, fully paid-up, non-terminable, royalty-free, world-wide license to use, modify, copy, display, disclose to persons who have entered into a written agreement containing substantially the same confidentiality provisions as in the Agreement for the purpose of accessing and maintaining the Software for NTT DATA, and otherwise to utilize the Software, the source code and other materials necessary to maintain and improve the Software for use by NTT DATA and otherwise treat the source code as object code.
7. Transition Services
   7. 7.1. Upon termination or partial termination of an agreement with a Customer for cause, or upon any transfer of equipment incorporating Software to a Customer or third party, (as a remedy due to a breach or fault by NTT DATA) (i) NTT DATA may sublicense the applicable Software and/or SaaS to such Customer, third party, or a replacement supplier ('Transferee'); (ii) the applicable license may be assigned to such Transferee; or (iii) upon request by NTT DATA, the Software and/or SaaS will be licensed directly by Supplier to Transferee. Any assignment or sublicensing in accordance with this clause shall be at no additional charge to NTT DATA or Transferee, and NTT DATA shall have no further liability or responsibility with respect to Software and/or SaaS under this clause 7.1.

Part B.  Further Additional terms applicable to SaaS

1. Performance Requirements

   Availability and Performance

   1. 1.1. This Part B, Section 1 will apply to the SaaS solution or platform unless a separate Service Level Agreement is agreed between the parties.
   2. 1.2. Uptime for the SaaS will be 7 days a week, 24 hours a day ('Scheduled Uptime'). Supplier warrants that the SaaS will be available for a minimum of 99.999% of the Scheduled Uptime monthly, excluding scheduled maintenance.

   Service Credits and Termination

   1. 1.3. Supplier shall credit NTT DATA a service credit of 10% of the average monthly fees payable for the SaaS for the prior four (4) months under the applicable Order Form for every 1% that the Scheduled Uptime falls below 99.999%.
   2. 1.4. If Scheduled Uptime falls below 99.999% for two (2) consecutive months or four (4) times in any consecutive twelve (12) month period, then NTT DATA will have the right to terminate the affected Order Form(s) upon 30 days prior written notice to Supplier. Supplier will refund all prepaid unused fees for the affected Order Form(s) within 60 days of notice of termination.

   SaaS Maintenance and Security

   1. 1.5. Supplier will perform security scans, such as penetration tests and vulnerability assessments for hosting infrastructure and the SaaS and remediate the vulnerabilities every quarter or after every major change deployment, whichever comes first, as described in Supplier's security control program.
   2. 1.6. Unless otherwise agreed, Supplier will provide NTT DATA with no less than 30 calendar days' prior written notice or with agreed maintenance windows published in advance of all non-emergency maintenance to be performed.
   3. 1.7. Supplier will provide NTT DATA with as much prior notice as is commercially practicable in the event of any emergency maintenance required to be performed. In addition, upon request, Supplier will provide NTT DATA with a detailed description of all emergency maintenance performed no more than one (1) calendar day following such request.
   4. 1.8. Supplier will promptly notify NTT DATA of any known outages or service degradation that may impact the availability and performance of the SaaS. Supplier shall submit availability and performance reports as set forth in Order Form or as requested by NTT DATA.
2. Customer Data

   Hosting

   2. 2.1. Supplier will provide hosting services for Customer Data submitted to and stored by Supplier in accordance with NTT DATA's use of the SaaS.

   Data Conversion

   2. 2.2. If applicable, NTT DATA will provide Supplier with existing Customer Data for secure conversion. Supplier will complete conversion and make Customer Data available by way of the SaaS within the time period specified in the Order Form. Supplier's obligations set forth in the DPA will apply to Supplier's performance of the conversion services.

   Backup

   2. 2.3. If Supplier provides hosting services, Supplier is responsible for maintaining a backup of Customer Data. If the SaaS is interrupted, Supplier is responsible for an orderly and timely recovery of Customer Data. Supplier will maintain a contemporaneous backup with a Recovery Time Objective ('RTO') of four (4) hours and a Recovery Point Objective ('RPO') of twenty-four (24) hours. Additionally, Supplier will store a backup in an off-site 'hardened' facility no less than daily. Any backups will not be considered in calculating storage used by NTT DATA. For clarity, RTO refers to the maximum acceptable time that can be tolerated for SaaS being down following a disruptive event; and RPO is the maximum acceptable amount of data loss that can be tolerated after SaaS being disrupted, expressed as a time period.

   Access to SaaS

   2. 2.4. Following the Effective Date, the parties will cooperate in good faith to agree on and implement a mechanism to provide for the enforceable transfer of the SaaS hosting provider account ownership and credentials to NTT DATA in the event of Supplier's Failure to Continue Service to provide NTT DATA with access and control over the Customer instances of the SaaS solution or platform.

   Non-Production Environment

   2. 2.5. If requested by NTT DATA, Supplier will install a running copy of the SaaS and Customer Data in an NTT DATA owned non-production environment with the Supplier's hosting provider ('Non-Production Environment'), separate from the Supplier account where the SaaS is hosted. The license grant and rights provided to NTT DATA in the event of Supplier Failure to Continue Services will apply to the Non-Production Environment.

   Retrieval and Return

   2. 2.6. Upon termination or expiration of the Agreement or any Transition Services, Supplier will (i) provide NTT DATA with secure access to all Customer Data stored or processed within the SaaS; (ii) enable the retrieval and export of Customer Data in a structured, commonly used, and machine readable format to facilitate data portability; (iii) ensure that such access remains available for a minimum period of six (6) months following termination, without additional charge, in compliance with applicable laws. Supplier will provide reasonable assistance to support the transfer of Customer Data to another service or environment, ensuring continuity and minimizing disruption.

   Restrictions on Use

   2. 2.7. Supplier is provided, during the term of the applicable Order Form, a license to use Customer Data hereunder for the sole and exclusive purpose of providing the SaaS. This license will terminate automatically upon expiration or termination of the applicable Order Form (or, as applicable, any Transition Service thereunder). Supplier shall not use, access, process, retain, store, disclose, or otherwise exploit Customer Data, whether in identifiable, de‑identified, anonymised, pseudonymised, derived, embedded, vectorized, transformed or aggregated form, for any purpose other than strictly performing its obligations under this Agreement. Without limitation, Supplier is expressly prohibited from, using, or permitting any third party to use Customer Data for (a) any analytics, benchmarking, research, or product improvement activities; (b) for any marketing, commercial, statistical or unrelated internal purposes; or (c) in any multi‑tenant, shared, or non‑segregated environment.

   Minimum Necessary Access

   2. 2.8. Supplier will limit access to, and use of, Customer Data to only Supplier Personnel that need to access or use Customer Data to provision or support the SaaS. Without limiting the general obligations set out in the Agreement, Supplier will procure that such Supplier Personnel are informed of the confidential nature of Customer Data (if applicable) and comply with all restrictions and requirements applicable to the Customer Data, as set out in the Agreement or otherwise directed by NTT DATA. Supplier is fully responsible for any breach of such restrictions and requirements by Supplier Personnel.

   Security Breaches

   2. 2.9. In the event of any unauthorized access to or use of Customer Data or any loss or corruption of Customer Data ('Security Incident'), Supplier must (i) immediately notify NTT DATA (no later than 24 hours after reasonably suspecting the occurrence of a Security Incident); (ii) provide all available information (at the time of notification and as is subsequently discovered) regarding the Security Incident, including identification of the impacted Customer Data, the duration and any other information reasonably requested by NTT DATA; (iii) take immediate steps to mitigate the harmful effects of the Security Incident, including those requested by NTT DATA, and (iv) cooperate with NTT DATA efforts to satisfy its obligations (a) to any third parties (including any Customers) impacted by the Security Incident or (b) under any Applicable Law. In the event any specific security breach or incident notification or mitigation obligations are set out in the terms applicable to Personal Data or Protected Data, or otherwise required by Applicable Law, those more specific obligations will take precedence over these general terms.

Attachment C    HARDWARE RIDER (If Applicable)

In addition to the terms and conditions set out above, the following additional terms apply to Supplier's performance of the Agreement. To the extent of any inconsistency between the terms and conditions set out above and the additional terms set out herein, the terms of this Attachment will prevail.

1. Fulfilment and Delivery

   Packing

   1. 1.1. Supplier will package all items in suitable containers to permit safe transportation and handling, or otherwise in accordance with NTT DATA's instructions. Supplier will be responsible for any loss or damage resulting from its failure to properly preserve, pack, handle or otherwise secure the Hardware for shipping. Each delivered container must be labeled indicating the necessary lifting, handling and shipping information and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. NTT DATA's PO number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.

   Shipping and Delivery

   1. 1.2. Supplier will ship all Hardware in accordance with good commercial practice to ensure timely arrival of the Hardware at the named destination, by the time specified in the PO and according to any other instructions NTT DATA may give to Supplier. Supplier will bear all associated costs for packing, shipping and delivery.
   2. 1.3. Delivery of Hardware will be made pursuant to the schedule, via the carrier and to the place specified on the applicable PO, consistent with Incoterms®^[1] 2010 rules. NTT DATA may reschedule any delivery at any time prior to shipment of the Hardware. NTT DATA will not be subject to any charges or other fees as a result of such rescheduling. NTT DATA reserves the right to return all Hardware received in advance of the delivery schedule shipping charges collect. If no delivery schedule is specified, the order will be filled promptly and delivery will be made by the most expeditious form of land transportation. Supplier will promptly notify NTT DATA if it is unable to deliver the Hardware within the time specified. In the event Supplier fails to deliver the Hardware within the time specified, NTT DATA may, at its option, decline to accept the Hardware and terminate the PO or may demand its allocable fair share of Supplier's available Hardware and terminate the balance of the PO. Supplier will be liable for the actual and reasonable costs and damages NTT DATA incurs if NTT DATA purchases replacement Hardware elsewhere due to the failure of Supplier to deliver such Hardware within the required time.

   Risk of Loss

   1. 1.4. Unless otherwise specified in 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 Hardware until receipt by NTT DATA. If Supplier delivers the Hardware to NTT DATA and does not provide installation, implementation or other Services for the Hardware, then risk of loss will pass to NTT DATA upon accepted delivery. If Supplier provides implementation, installation and/or other Services for the Hardware, then risk of loss will pass to NTT DATA upon the successful completion of such Services. If the Hardware is destroyed or damaged prior to title passing to NTT DATA, NTT DATA may at its option cancel the PO or require delivery of substitute Hardware of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of, or damage to, the Hardware is partial, NTT DATA will have the right to require delivery of the Hardware not destroyed or damaged. Title of the Hardware will pass from Supplier to NTT DATA, subject to clause 1.7 below, upon NTT DATA's acceptance of the Hardware.

   Cancellation and Returns

   1. 1.5. NTT DATA may cancel any PO with 10 calendar days advance notice prior to shipment by Supplier. All Hardware may be returned within 60 days from the date on the packing slip or invoice for a credit or a refund of the purchase price paid, less shipping and handling, and any applicable restocking fee, which will be payable by Supplier within 60 days of such return.

   Warranties

   1. 1.6. Supplier represents and warrants that all Hardware provided will (i) be new and will not be used or refurbished, unless expressly agreed by NTT DATA in writing, (ii) be free from defects in design, materials and workmanship and will conform to all applicable specifications for a period of fifteen (15) months from the date of delivery to NTT DATA or for the period provided in Supplier's standard warranty covering the Hardware, whichever is longer, (iii) be free of and clear of all liens, security interests or other encumbrances and Supplier has good title to the Hardware, and (iv) not infringe or misappropriate any third party's Intellectual Property Rights. Supplier hereby agrees that it will make spare parts available to NTT DATA for a period of five (5) years from the date of shipment at Supplier's then current price, less applicable discounts. Additionally, Hardware purchased will be subject to all written and oral express warranties made by Supplier's suppliers and manufacturers. All warranties will be construed as conditions as well as warranties and will not be exclusive. To the extent that it is more favorable to NTT DATA than the foregoing warranties, Supplier will furnish to NTT DATA, Supplier's (or the applicable suppliers or manufacturer's) standard warranty and service guaranty applicable to the Hardware. All warranties and service guaranties will run to, and be enforceable by, both NTT DATA and its Customers. If NTT DATA identifies a warranty problem with the Hardware during the warranty period, NTT DATA will promptly notify Supplier of such problem and will return the Hardware to Supplier, at Supplier's expense. Within ten (10) business days of receipt of the returned Hardware, Supplier will, at NTT DATA's option, either repair or replace such Hardware, or credit NTT DATA's account for the same. Replacement and repaired Hardware will be warranted for the remainder of the warranty period or twelve (12) months, whichever is longer.

   Inspection

   1. 1.7. NTT DATA will have a reasonable time after receipt of Hardware to inspect them for conformity hereto, and Hardware received prior to inspection will not be deemed accepted until NTT DATA has run an adequate test to determine whether the Hardware conforms to the specifications hereof. Use of the Hardware for the purpose of such testing will not constitute an acceptance of the Hardware. If Hardware tendered do not wholly conform to the Agreement, NTT DATA will have the right to reject such Hardware. Nonconforming Hardware will be returned to Supplier freight collect and risk of loss will pass to Supplier upon NTT DATA's delivery to the common carrier.
2. Support and Services
   2. 2.1. Unless otherwise agreed, Supplier will provide all support and assistance necessary to enable NTT DATA to install and operate the Hardware, including without limitation: (i) diagnosing and troubleshooting Hardware problems; (ii) identifying and providing appropriate documentation to minimize any disruption to NTT DATA's use of Hardware; (iii) installing, configuring and verifying proper operation of Hardware; and (iv) tracking technical support incidents by maintaining an issue tracking system that tracks all technical support incidents reported by NTT DATA (date submitted, technical notes, current status, etc.). NTT DATA will be entitled to receive, at no additional charge, like support, maintenance and assistance as Supplier may make available to other users of the Hardware. Such services will be included in the price of the Hardware.
   3. 2.2. The terms and conditions by which Supplier will provide any Services or other services not described herein or not included in the price of the Hardware, shall be set forth in a Services SOW under this Agreement.
3. License and Pass-Through Warranties
   3. 3.1. To the extent any software is incorporated into any Hardware provided to NTT DATA, Supplier hereby grants NTT DATA a perpetual, irrevocable, non-exclusive, transferable, worldwide, fully paid-up, royalty-free license to use such software for NTT DATA and its Affiliates business purposes, including if applicable, providing services to Customers.
   4. 3.2. Supplier hereby assigns and passes through to NTT DATA all third-party manufacturers and licensors warranties and indemnities for the Hardware.
4. Miscellaneous

   Hazardous Materials

   4. 4.1. Supplier represents and warrants that: (i) if Hardware include hazardous materials, Supplier understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials and will provide a safety data sheet to NTT DATA; and (ii) no Hardware contain any substance or material that is subject to a reporting requirement under Applicable Law.

   Customs

   4. 4.2. Upon NTT DATA's request, Supplier will promptly provide NTT DATA with a statement of origin for all Hardware and any customs documentation for Hardware wholly or partially manufactured outside of the country to which they are delivered.

   Sole Remedy

   4. 4.3. For the purchase of Hardware, Supplier's sole remedy in the event of breach of this Agreement by NTT DATA will be the right to recover damages for any losses it may incur if it is unable to resell the relevant Hardware, which in no event will exceed the purchase price specified in the applicable PO. No alternate method of measuring damages will apply to this transaction. Supplier will have no right to resell Hardware for NTT DATA's account in the event of wrongful rejection, revocation of acceptance, failure to make payment or repudiation by NTT DATA and any resale so made will be for the account of the Supplier.

   UN Convention

   4. 4.4. The applicability of the UN Convention on Contracts for the International Sale of Products is hereby expressly waived by the parties and it will not apply to the terms and conditions of this Agreement or any SOW, Order Form or PO.

   Price Adjustment

   4. 4.5. Supplier will provide NTT DATA with a written explanation of the cause and amount of any price change with 30 days' advance notice. When transition to a new product becomes necessary, Supplier will notify NTT DATA of the proposed replacement configuration 180 days prior to the transition. It is Supplier's intent to move NTT DATA over to the new configurations at parity pricing; however, at times due to multiple performance enhancements by component manufacturers, Supplier costs may increase in the new configurations. Supplier will work with NTT DATA to set a mutually agreed upon fixed price not more than 5 % above the current product price.
5. SLAs and KPIs
   5. 5.1. The Supplier will meet the following SLAs and KPI's.

      Supplier Hardware SLAs and KPIs

      KPI	Definition	Minimum target	Interval	Explanation	Formula
      ETA date	% of ETA dates communicated for purchase orders placed	90%	Monthly	Supplier will communicate the Estimated Time of Arrival within 72 hours from order acceptance	Number of POs with estimated time of arrival dates communicated to NTT DATA divided by the number of accepted POs
      ASN reports	Delivery of Advanced Ship Notice reports	90%	Monthly	Supplier will deliver a daily shipment report that presents commonly used order information, including PO number, item number, item description, quantity, ETA dates, actual ship dates, tracking numbers, serial numbers, etc.	Number of days an ASN report was provided to NTT DATA divided by number of business days within the month
      Order rejection	PO rejection	10%	Monthly	Supplier will communicate rejection of a PO to NTT DATA with 48 hours of PO delivery	Total # rejected POs communicated to NTT DATA within 48 hrs divided by the total # of POs sent to Supplier per month.
      Order status reports	Delivery of Order Status Reports	90%	Monthly	Supplier will deliver a daily report showing on the order status that includes common order information, including PO number, item number, item description, quantity, ETA dates, actual ship dates, tracking numbers, serial numbers, etc.	Total # daily reports delivered per business day per month divided by business days in the applicable calendar month

1. 'Incoterms' is a trademark of the International Chamber of Commerce.