AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. No exceptions have been agreed to by DIR and Successful Respondent. (Remainder of this page intentionally left blank.)
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. No exceptions have been agreed to by DIR and Successful Respondent.
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. A. Appendix A, Section 1, Contract Scope is hereby restated in its entirety as follows: The Vendor shall provide the products and related services specified in Section 3 of the Contract for Products and Related Services for purchase by Customers. Terms used in Appendix A shall have the meanings set forth in Section 3 or elsewhere in Appendix A. The terms used but not defined herein shall have the meaning ascribed to them elsewhere in the Contract, as appropriate.
B. Appendix A, Section 2, No Quantity Guarantees is hereby restated in its entirety as follows:
C. Appendix A, Section 3, Definitions is hereby restated in its entirety as follows:
A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Lower Colorado River Authority, a volunteer fire department, as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code.
B. Compliance Check – an audit, at DIR’s expense, of Vendor’s compliance with the Contract may be performed by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract management staff or their designees.
C. Contract – the document executed between DIR and Vendor into which this Appendix A is incorporated.
D. CPA – refers to the Texas Comptroller of Public Accounts.
E. Day - shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. Furthermore, the parties hereby clarify that “day” shall mean calendar day (unless otherwise specified) when used in Appendices D - O or in an Ordering Document.
F. Order Form – is Vendor’s standard ordering document forms used by Customer when placing an order; copies of the standard forms are attached as samples in Appendices E-1 – E-9. The standard forms may be updated by Vendor from time to time. An Order Form requires the signature of the Customer and the Order Fulfiller.
G. Order Fulfiller – the party, either Vendor or a party that may be designated as a Reseller (as defined in Section 7.B) by Vendor who is fulfilling a Purchase Order pursuan...
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. 1. Section 5.2, Ownership, is hereby replaced in its entirety with the following:
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. A. Section 10.12 “Limitation of Liability” is hereby deleted and replaced in its entirety with the following:
A. For any claim or cause of action arising under or related to the Contract, to the extent permitted by the Constitution and the laws of the State, none of the parties shall be liable to the other for punitive, special, or consequential damages, even if it is advised of the possibility of such damages.
B. Successful Respondent and a Customer may include in a Purchase Order a term limiting Successful Respondent’s liability for damages in any claim or cause of action arising under or related to such Purchase Order; provided that any such term may not limit Successful Respondent’s liability below two-times the total value of the Purchase Order. Such value includes all amounts paid and amounts to be paid over the life of the Purchase Order to Successful Respondent by such Customer as described in the Purchase Order.
C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful Respondent’s liability contained herein or in a Purchase Order shall not apply to claims of bodily injury; violation of intellectual property rights including but not limited to patent, trademark, or copyright infringement; indemnification requirements under the Contract, except as provided in sub-section 10.12(D) hereunder. DocuSign Envelope ID: 56B167E3-6315-451F-9742-4C78A3C2B703
D. Successful Respondent and Customer may include in a Purchase Order a term limiting Successful Respondent’s total aggregate liability to such Customer for indemnification requirements as specified under Section 10.1.1(A)(i) and Section 10.1.1(A)(iii) arising under such Purchase Order; provided that any such term may not limit Successful Respondent’s total aggregate liability below (a) two-times the total value of the Purchase Order or (b) $2Million whichever is greater. Such limitation shall be distinct and calculated separately from any limitation included in such Purchase Order pursuant to Section 10.12(B) above. Such term shall not be valid unless it is stated on a standalone page signed by both parties and attached to the corresponding Purchase Order. NOTE: CUSTOMER SHOULD CONSULT WITH LEGAL COUNSEL AND CAREFULLY CONSIDER POTENTIAL RISKS ASSOCIATED WITH A DATA BREACH TO DETERMINE LIMITATIONS APPROPRIATE FOR SUCH PURCHASE ORDER.
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS. A. Section 3.9, Purchase Order Definition, is hereby replaced in its entirety with the following:
AUTHORIZED EXCEPTIONS TO APPENDIX A, STANDARD TERMS AND CONDITIONS a) Section 10.1.2 Infringements is hereby deleted and replaced in its entirety with the following: If Successful Respondent becomes aware of an actual or potential claim of an Infringement, or Customer provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful Respondent may (or in the case of an injunction against Customer, shall), at Successful Respondent’s sole expense: (i) procure for Customer the right to continue to use the affected portion of the product or service, or (ii) modify or replace the affected portion of the product or service with functionally equivalent or superior product or service so that Customer’s use is non-infringing. Successful Respondent shall have no liability under this Section 10.1 to the extent the alleged infringement is caused Docusign Envelope ID: DAE13E65-9402-437C-8207-840D64BFAA85 by: (i) use of the work product or service for a purpose or in a manner for which the work product or service was not designed, (ii) any modification made to the work product without Successful Respondent’s written approval, (iii) any use of the work product or service by Customer that is not in conformity with the terms of any applicable license, service, maintenance, or SaaS agreement, (iv) any intellectual property right owned or licensed to a Customer that is a party to the Purchase Order that is the subject of the infringement claim, or (v) the Customer’s failure to use any corrections or modifications made available by Successful Respondent.
