Purchase Order Terms and Conditions

WWT Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions, including Attachment 1 Government Contract-Related Terms and Conditions where applicable, (collectively "Terms" or "Agreement") govern World Wide Technology, LLC's ("WWT") purchase of hardware, software, licensing including subscriptions, and cloud and software as a service offering including associated support and maintenance services (respectively and collectively "Products") from the seller ("Vendor").  Vendor's acceptance of the WWT purchase order or its performance shall be considered acceptance of these terms and conditions. WWT reserves the right to update these Terms from time to time, and the version of these Terms in effect at the time of the Order will apply. "Party" means WWT or Vendor individually, and "Parties" means WWT and Vendor collectively.

Purchase Order Terms and Conditions

1. Scope. These Terms govern WWT's purchase of Products from Vendor for resale to the WWT customer ("Customers"). Subject to these Terms, Vendor hereby grants to WWT a non-exclusive right and license to resell the Products to Customers. No licenses are granted by either party except those expressly set forth in these Terms. 

 2. Affiliates.  The Affiliates of Vendor may desire to sell, and Affiliates of WWT may desire to purchase and resell under these Terms. Such WWT Affiliates may do so through the issuance of purchase orders (each an "Order"), and such Vendor Affiliates may do so through the acceptance of Orders. No other Vendor or WWT Affiliate will have any liability or obligation whatsoever in connection with the order or participation agreement of another Affiliate. For purposes of these Terms, "Affiliates" shall mean a corporation, partnership, or other entity controlling, controlled by, or under common control of a Party. 

3. Acceptance. WWT's offer to purchase the Products is expressly limited to, and expressly made conditional on, Vendor's acceptance of these Terms. WWT objects to any different or additional terms. For greater certainty, order forms, quotes or other ordering documentation issued by Vendor are for administrative purposes only; terms and conditions contained in any such documentation are null and void. Vendor will be deemed to have accepted these Terms: (i) even if Vendor's acceptance purports to make acceptance conditional on acceptance of inconsistent, additional or different terms; (ii) when acknowledged by Vendor in writing; or (iii) if Vendor makes any shipment or performance in response to or in anticipation of an Order.

4. Price; Taxes; Payment Terms; Set Off. The quantity and description of any Product will be set forth in the WWT Order to Vendor. WWT makes no representations regarding the number of Orders to be placed or volume of Products to be purchased, beyond what is specified in the applicable Order. Vendor shall submit invoices in a form acceptable to WWT, utilizing Coupa (instructions provided upon onboarding completion), with the correct WWT Order number on such invoice. Payment terms are net sixty (60) days from the date of WWT's receipt in Coupa of a correct and undisputed invoice in local currency. In the case of invoices to WWT's affiliate, Softchoice, Vendor shall provide Softchoice with an invoice for each Order to invoices@softchoice.com, as well as a monthly statement of account to cap@softchoice.com. Vendor shall include all applicable sales, excise, use, or value added tax. All such taxes shall be separately itemized on each invoice, including a valid Vendor tax ID for any international tax fees, indicating the tax and the charges against which such tax was calculated. Vendor shall be solely responsible for any and all taxes, levies, customs, or duties payable with respect to Vendor's net income or property. Without prejudice to any other right or remedy, WWT and its Affiliates may set off, deduct, or withhold from any amount otherwise payable to Vendor under these Terms or any Order any amount that Vendor or any Vendor Affiliate owes to WWT or any WWT Affiliate, whether arising under these Terms, any Order, or any other agreement between them, and whether such amount is liquidated or unliquidated, presently payable or contingent. WWT will give Vendor written notice of any set-off exercised under this Section.

5. Warranty. Vendor represents and warrants that: (i) the Product conforms to the end user license agreement ("EULA"); (ii) the Product does not and will not infringe upon, violate or misappropriate any intellectual property rights of any third party; and (iii) the Product is free and clear of all liens, claims or encumbrances; and (iv) it will comply with all applicable laws, rules or regulations (including, but not limited to all applicable import/export laws, privacy laws, anti-corruption and anti-bribery laws, and human trafficking and slavery laws).

6. Shipment and Delivery; Acceptance. Unless otherwise set forth in the Order, Products with physical shipments are made FCA WWT designated shipping point (Incoterms 2020), and title and risk of loss of damage and responsibility shall pass from Vendor to WWT (or its Affiliate) at the destination specified in the Order. All shipments and deliveries of Product must be in accordance with the quantities and schedules stated in the Order. Substitutes will not be accepted without written approval from WWT. Time is of the essence. Vendor will promptly notify WWT of any known or anticipated delay or failure to meet any requirements of the Order. All Products are subject to inspection and acceptance. 

7. Inbound Unit Load Specification. The purpose of WWT's Inbound Unit Load Specification (the      "Unit Load Specification"), the current version of which is available         at https://www.wwt.com/api/public-content/68a6313feeb044baff7a79f2/file?format=pdf, is to       communicate WWT's requirements relating to the physical delivery of materials into WWT facilities. Vendor shall comply with all specifications documented in the Unit Load Specification in respect of every delivery to a WWT facility, including requirements as to pallet type and condition, unit load dimensions, weight, stacking, wrapping, banding, labelling and barcoding, packing lists, and advance shipment notification. Where a delivery does not conform to the Unit Load Specification, WWT may (without limiting its other rights) refuse the delivery, or accept it and recover from Vendor the reasonable costs of any additional handling, sortation, repalletizing, relabeling, or storage required, and any such delivery is not accepted for the purposes of this Section 7 until it has been brought into conformity. Vendor shall procure that its carriers and any third party delivering on its behalf comply with the Unit Load Specification. 

8. Confidentiality. 

(a). Confidential Information shall mean any information in whatever form, and however delivered or communicated, including, without limitation, all code, documentation, product plans, trade secrets, business plans, customer lists, know-how, and all other information of whatever nature related to or incorporated into the business of a Party or other business entity which is an Affiliate of a Party and which is reasonably understood to be of a confidential nature. Confidential Information includes information of others that a Party has agreed to keep confidential or that is conceived, compiled, developed, discovered, or received by or made available by a Party to the other Party ("Receiving Party") in any manner. Confidential Information of a Party shall not include information or material that (i) is otherwise rightfully known to the Receiving Party; (ii) is released by a Party to any other person, firm or entity without restriction; (iii) is generally known or easily ascertainable by non-parties of ordinary skill in computer design, computer application software consulting and programming; (iv) is in the public domain through no fault of the Receiving Party; (v) lawfully obtained by the Receiving Party from a third party; or (vi) a Receiving Party is required to disclose by legal process, provided the other Party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Nothing contained in this Section 8 shall be construed to allow a Party to reverse engineer or decompile the other Party's Confidential Information. 

(b).  For a period of five (5) years from the receipt of any information deemed Confidential Information hereunder, (or, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law), each Party hereto shall take all steps that are necessary or reasonable to safeguard the secrecy and confidentiality of, and proprietary rights to, the Confidential Information disclosed or provided by another Party, and shall not disclose the foregoing to any third party (other than any employee, agent, director, officer, consultant, Affiliate or contractor informed on a "need to know" basis and who has been advised of the confidential nature thereof). Each party shall be responsible for the compliance of such third parties with the restrictions set forth in this Section 8. Upon request, each party will promptly return to the other party, or destroy and certify the destruction of, all of the other party's Confidential Information, provided that the receiving party shall be entitled to retain archival copies of the Confidential Information as required for legal, regulatory, or compliance purposes, and nothing shall require the erasure or destruction of back-up media made in accordance with the receiving party's document-retention policies.

(c). "Personal Information" means information or data that: (i) identifies or can be used to identify an individual (including names, signatures, addresses, telephone numbers, e-mail addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including employee identification numbers, government-issued identification numbers, financial account numbers, or other personal identifiers). Personal Information shall be deemed Confidential Information hereunder. For the avoidance of doubt, business contact information shall not by itself be deemed to be Personal Information. To the extent Vendor is provided with or has access to Personal Information of WWT or any Customer in the course of Vendor's performance under these Terms, Vendor agrees that it shall comply with its obligations under applicable data protection legislation.

9. Insurance.  The Vendor will maintain, at the Vendor's expense, the following insurance coverages with insurers having an AM Best's Rating of at least A-, VII, and all policies shall be written and respond to claims in the USA and in countries and jurisdictions where the Products are being sold and the Vendor's policies shall be primary and non-contributory to any policies maintained by WWT:

(a) Comprehensive General and Product Liability Insurance including but not limited to liability for completed operations, products liability and product recall written on an occurrence basis for personal and bodily injury, property damage and broad form contractual liability with minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. Insurance shall name WWT, and its Affiliates, Customers, Directors, Officers and Employees as an additional insured and grant a waiver of subrogation in favor of these same listed parties.

(b) Umbrella/Excess Liability sitting on top and following form of (a) primary coverage above with minimum limits of $5,000,000.

(c) Professional Liability including Network Security & Privacy Liability Insurance including but not limited to coverage for any act, error and omission relating to the manufacturing, services or design with minimum limits of $5,000,000.

If any of the above coverages are written on a claims made policy form, the Vendor shall provide a policy retroactive date at commencement of this Agreement and shall remain in effect for at least three (3) years beyond termination of this Agreement through a continuous renewal of the same policy or purchasing of an extended discovery and reporting period policy to include the beginning date of this Agreement and three (3) years after termination of these Terms.

Upon request, the Vendor shall provide WWT with certificates of insurance evidencing this coverage.  Evidence of this coverage shall be automatically provided by the Vendor to WWT within three (3) days prior to new policy inception dates. 

The insurance required under this Agreement does not represent that coverage and limits will necessarily be adequate to protect the Vendor nor shall it be deemed as a limitation of the Vendor's liability to WWT or its Customers.  

10. Indemnity. Vendor shall indemnify, defend, and hold harmless WWT and its Affiliates, Customers, directors, officers, employees, representatives, successors and assigns from and against any and all actions, demands, allegations, claims, liability, investigations, suits, loss or expense, including, without limitation, reasonable attorneys' fees and cost of litigation ("Claims"), arising out of or related to: (i) the actual or alleged infringement, violation, or misappropriation of a third party's intellectual property rights by Vendor or the Products; (ii) any breach of Vendor's representations, warranties, or obligations under these Terms; or (iii) Vendor's negligence or willful misconduct. Should the Product become, or in the opinion of Vendor be likely to become, the subject of a such a Claim, Vendor may, at its reasonable option: (a) procure for Customers the right to continue to use the Product(s); (b) replace or modify, in whole or in part, the Product(s) to make it non-infringing and substantially comparable in functionality; or (c) require the return of the Product(s) and promptly refund to WWT any fees paid by WWT which are reasonably attributable to such Product(s). 

11. Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY LOSSES, DAMAGE OR EXPENSES OF ANY KIND, OR FOR BUSINESS INTERRUPTION, LOST OR CORRUPTED DATA, LOST REVENUE, LOST PROFITS, LOST SAVINGS OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF IT HAS BEEN ADVISED OF THEIR POSSIBLE EXISTENCE, OR EVEN IF SAME WERE REASONABLY FORESEEABLE.

12. Term; Termination. 

(a) These Terms will begin on the earlier date of Vendor's acceptance of these Terms or Vendor's acceptance of an Order governed by these Terms (the "Effective Date") and continue for one (1) year (the "Initial Term"). Thereafter, these Terms shall automatically renew for additional periods of one (1) year (each, a "Renewal Term", together with the Initial Term, the "Term") unless terminated in accordance with Section 12(b).

(b) These Terms may be terminated at any time by either Party upon: (i) at least thirty (30) days' written notice to the other party for any or no reason; (ii) written notice if the other Party breaches any material term of this Agreement and such breach remains uncorrected for fifteen (15) business days following written notice from the other Party; or (iii) upon written notice in the event that the other Party is adjudged bankrupt, or a receiver is appointed on account of its insolvency.  

(c) Termination shall not relieve Vendor of its obligation to fulfil any accepted Orders still outstanding as of the date of termination, and WWT shall pay for such Orders in accordance with the payment provisions of these Terms.  

13. Independent Contractor.  Vendor represents and warrants that it is an independent contractor and not an employee, agent, joint venture or representative of WWT. Nothing in these Terms will be construed as creating an employer-employee or a principal-agent relationship. Vendor has no authority to bind or otherwise obligate WWT in any manner.

14. Notices.  Any notice required to be given to a party will be in writing and will be personally delivered or sent to the party's address noted on the Order with a copy emailed to WWT at legal notices@wwt.com and to Vendor at Vendor's email address, if known.

15. Force Majeure.  Neither Party will be liable for any loss, damage, or delay resulting from any event beyond such Party's reasonable control. Delivery and performance dates will be equitably extended to the extent of any such delays. Each Party will promptly notify the other upon becoming aware that any such delay has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under these Terms. 

12. Miscellaneous. The validity, performance, and all other matters relating to the interpretation and effect of these Terms shall be governed by the laws of the State of New York, USA without regard to its conflict of law principles. The United Nations Convention on the International Sale of Goods (1980) (as amended from time to time) shall not apply to these Terms or any transactions relating thereto. Vendor may not assign any of its rights or delegate any of its responsibilities under these Terms (by operation of law or otherwise) without the written consent of WWT and any purported attempt to do so will be null and void. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. Neither Party's failure to exercise any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.  These Terms constitute the complete agreement between the Parties and may not be altered or modified except in writing, duly executed by an authorized representative of WWT. WWT objects to any inconsistent, additional or different terms in any prior or subsequent invoice, acknowledgment, confirmation or other document. Trade custom, trade usage and past performance are superseded by these Terms and may not be used to interpret these Terms. If any provision of the Terms becomes void or unenforceable by law, the remaining provisions are still valid and enforceable. 

Attachment 1

Government Contract-Related Terms and Conditions

1.  Applicability. When World Wide Technology, LLC or one of its affiliates ("WWT") purchases Products or Services from your company ("Company") (i) in support of—either directly or as a subcontractor—a contract with any department, agency, division, or office of the federal government of the United States (a "Federal Contract") or (ii) in support of—either directly or as a subcontractor—a contract with any department, agency, division, or office of any state government or non-federal political division of the United States (a "State Entity Contract", together with Federal Contracts, "Government Contracts"), relevant portions of these Government Contract-Related Terms and Conditions (hereinafter, "Government Terms") apply.

2.  Federal Contract Flow Downs.  When a purchase is being made to support a Federal Contract, the following apply in such manner as is necessary to reflect the position of Company as a subcontractor/supplier to WWT and to enable WWT to meet its obligations. All applicable clauses and provisions of the Federal Acquisition Regulation ("FAR") and supplements, thereof (e.g., the Defense Federal Acquisition Regulation Supplement ("DFARS"), the General Services Acquisition Regulation Supplement ("GSARS")), referenced in these Government Terms are hereby incorporated by reference. 

1. Company represents and warrants that it has completed the annual representations and certifications electronically in SAM accessed through http://www.sam.gov and that each of the Products and Services purchased by WWT is a "Commercial Product" or "Commercial Service" as defined in FAR 2.101, Definitions.
2. Terms used in this paragraph have the meanings given them in FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment, and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Unless advised otherwise by Company, WWT has represented that Company is not providing covered telecommunications equipment or services hereunder; Company shall immediately inform WWT if Company has reason to suspect such representation is inaccurate.  Company is prohibited from providing and represents that it will not provide any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system unless an exception at paragraph (c) of FAR 52.204-25, applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104, Waivers.  In the event Company identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance hereunder, Company shall comply with the reporting requirements in FAR 52.204-25(d).  Company shall insert the substance of FAR 52.204-25, including FAR 52.204-25(e) in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products and/or commercial services.
3. The rights and obligations set forth (and, when applicable, as specially tailored in the underlying Federal Contract and/or prime contract in support, thereof) in subsections (a), Inspection/Acceptance, (e), Definitions, (h), Patent Indemnity, (j), Risk of Loss, (k), Taxes, (l), Termination for the Government's Convenience, (m), Termination for Cause, (n), Title, (o), Warranty, (q), Other Compliances, (r), Compliance with Laws Unique to Government Contracts, and (u), Unauthorized Obligations, of FAR 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services, shall apply, except that "Contractor" shall mean "Company" and "Government" shall mean "WWT", provided, however, that, with respect to FAR 52.212-4(u)(1), "Government" shall mean "Government and/or WWT, as applicable".
4. Where the Federal Contact contains FAR 52.227-15, Representation of Limited Rights Data and Restricted Computer Software, Company shall complete the representation included in such clause and provide its response to WWT.
5. 52.222-90 Addressing DEI Discrimination by Federal Contractors (a) Definitions. As used in this clause—Program participation means membership or participation in, or access or admission to: training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the contractor or subcontractor. Racially discriminatory diversity, equity, and inclusion (DEI) activities means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), contracting (e.g., vendor agreements), program participation, or allocation or deployment of an entity's resources. (b) In connection with the performance of work under this contract, the Contractor agrees as follows:  (1) The Contractor will not engage in any racially discriminatory DEI activities.  (2) The Contractor will furnish all information and reports, including providing access to books, records, and accounts, as required by the Contracting Officer, for purposes of ascertaining compliance with this clause.  (3) In the event of the Contractor's or a subcontractor's noncompliance with this clause, this contract may be canceled, terminated, or suspended in whole or in part, and the Contractor or subcontractor may be declared ineligible for further Government contracts.     (4) The Contractor will report any subcontractor's known or reasonably knowable conduct that may violate this clause to the Contracting Officer and take any appropriate remedial actions directed by the Contracting Officer. (5) The Contractor will inform the Contracting Officer if a subcontractor sues the Contractor and the suit puts at issue, in any way, the validity of this clause. (6) The Contractor recognizes that compliance with the requirements of this clause are material to the Government's payment decisions for purposes of 31 U.S.C. 3729(b)(4). (c) The Contractor must include the substance of this clause, including this paragraph (c), in subcontracts at any tier, including those for commercial products and commercial services, for which the place of delivery or performance is in the United States.
6. Additionally, if and to the extent the following clauses or provisions are included in the underlying Federal Contract and/or the prime contract in support, thereof, such clauses and/or provisions apply as though Company is the "Contractor", "Offeror" and/or "subcontractor", as the case may be. Full text of these clauses and provisions may be provided upon request, and they are also available via the internet. WWT may flow down additional terms and conditions included in the underlying Federal Contract and/or prime contract in support, thereof, as necessary to reflect the position of Company as a subcontractor/supplier to WWT and to enable WWT to meet its obligations.
7. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (additionally, when a sale is in support of a DOJ award, Company represents and warrants that it will distribute the "Whistleblower Information for Employees of DOJ Contractors, Subcontractors, Grantees, or Sub-Grantees or Personal Services Contractors" document found at https://oig.justice.gov/sites/default/files/2020-04/NDAA-brochure.pdf as required by the DOJ clause WHISTLEBLOWER INFORMATION DISTRIBUTION)
8. FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities, as required by any purchase order hereunder
9. FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment
10. FAR 52.204-27 Prohibition on a ByteDance Covered Application
11. FAR 52.203-13, Contractor Code of Business Ethics and Conduct
12. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements
13. (A) FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders—Prohibition.

(B) Alternate I of 52.204-30

1. FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services
2. FAR 52.219-8, Utilization of Small Business Concerns (Jan 2025). (applicable to all subcontracts that offer further subcontracting opportunities, except subcontracts to small business concerns, where the subcontract exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract award)
3. FAR 52.222-21, Prohibition of Segregated Facilities
4. FAR 52.222-26, Equal Opportunity
5. FAR 52.222-35, Equal Opportunity for Veterans
6. FAR 52.222-36, Equal Opportunity for Workers with Disabilities
7. FAR 52.222-37, Employment Reports on Veterans
8. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act
9. FAR 52.222-41, Service Contract Labor Standards
10. (A) FAR 52.222-50, Combating Trafficking in Persons

(B) Alternate I of 52.222-50

1. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment-Requirements
2. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services-Requirements
3. FAR 52.222-54, Employment Eligibility Verification
4. FAR 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026
5. FAR 52.222-62, Paid Sick Leave Under Executive Order 13706
6. (A) FAR 52.224-3, Privacy Training

(B) Alternate I of 52.224-3.

1. FAR 52.225-26, Contractors Performing Private Security Functions Outside the United States
2. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations
3. FAR 52.227-14, Right in Data—General (applicable when data will be produced, furnished, or acquired under these Terms or an Order, unless excepted by FAR 27.409(b)(1)(i)-(vii))
4. FAR 52.227-18, Rights in Data—Existing Works (applicable where Company has provided Existing Works as defined in FAR 27.405-2)
5. FAR 52.227-19, Commercial Computer Software License
6. FAR 52.232-40, Providing Accelerated Payments to Small Business
7. FAR 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities
8. FAR 52.244-6, Subcontracts for Commercial Products and Commercial Services
9. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels
10. DFARS 252.204-7004, DoD Antiterrorism Awareness Training for Contractors (applicable where Company has routine physical access to a Federally controlled facility or military installation)
11. DFARS 252.204-7009, Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information (applicable where Company services support Government activities related to safeguarding covered defense information and cyber incident reporting)
12. DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting (applicable where Company provides operationally critical support, or where Company's performance will involve covered defense information)
13. DFARS 252.204-7018, Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services
14. DFARS 252.204-7020, NIST SP 800-171 DoD Assessment Requirements (applicable unless transaction is solely for the acquisition of COTS items)
15. DFARS 252.211-7003, Item Unique Identification and Valuation (applicable where Company provides any item subject to a Unique Item Identifier)
16. DFARS 252.223-7008, Prohibition of Hexavalent Chromium (applicable where Company provides supplies, maintenance and repair services, or construction materials)
17. DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals (applicable where Company provides items containing specialty metals)
18. DFARS 252.227-7013, Rights in Technical Data-- Other Than Commercial Products and Commercial Services (applicable whenever any technical data for other than commercial products and commercial services , or for commercial products and commercial services developed in any part at Government expense is delivered to the Government)
19. DFARS 252.227-7015, Technical Data – Commercial Products and Commercial Services (applicable whenever any technical data related to commercial products and commercial services developed in any part at private expense is delivered to the Government)
20. DFARS 252.227-7019, Validation of Asserted Restrictions – Computer Software
21. DFARS 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends
22. DFARS 252.227-7028, Technical Data or Computer Software Previously Delivered to the Government
23. DFARS 252.227-7037, Validation of Restrictive Markings on Technical Data (applicable whenever Company delivers technical data)
24. DFARS 252.239-7010, Cloud Computing Services (applicable whenever Company efforts involve or may involve cloud services)
25. DFARS 252.244-7000, Subcontracts for Commercial Products and Commercial Services (DoD Contracts)
26. DFARS 252.246-7007, Contractor Counterfeit Electronic Part Detection and Avoidance System (applicable whenever Company provides electronic parts or assemblies containing electronic parts)
27. DFARS 252.246-7008, Sources of Electronic Parts (applicable whenever Company provides electronic parts or assemblies containing electronic parts and Company is not the original equipment manufacturer of such electronic parts or assemblies containing electronic parts)
28. DFARS 252.247-7023 Transportation of Supplies by Sea (applicable whenever acquisition is at or below the simplified acquisition threshold)

1. State Entity Contract Flow Downs.  Company understands and acknowledges that State Entity Contracts, may contain conditions that WWT is unable to negotiate. To the extent the applicable State Entity Contract contains limitations of liability, indemnification, termination for convenience, changes, information security, technical data and computer software, liquidated damages, warranties, insurance, and compliance with law requirements, Company accepts such additional terms and conditions as binding on Company as though Company is WWT.
2. Order of Precedence.  These Government Terms shall govern in the event of any conflict between these Government Terms and any other contractual documentation between the Parties related to the subject transaction.  A conflict shall not be deemed to exist where the requirements and obligations of Company under these Government Terms are lesser or lower than those contained in other relevant contractual documentation between the Parties.