Vendor Terms
This Vendor Terms of Service (the "Agreement") is made and entered into by and between Industrie Africa LLC ("Company" or "we"), and you, the party agreeing to terms to become a Company vendor. The terms and conditions contained in this Agreement apply to the vendor term sheet executed between you and Company (the “Statement of Work”). Furthermore, each Statement of Work may have additional terms and conditions that, to the extent they do not conflict and do not expressly supersede the terms of this Agreement, are incorporated as part of this Agreement. By executing a Statement of Work with Company, you expressly consent to all the terms and conditions of this Agreement. If you are under 18 years old, you may provide services to Company only with the approval and signature of your parent or guardian. You may not enter into this Agreement (and must disclose to Company) if you are unable to form a binding contract with Company and are not a person barred from providing services under the laws of the applicable jurisdiction. If you are accepting this Agreement and providing services to Company on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.
- Services
- Agreement to Provide Services
- Acceptance of Deliverables
- Time is of the Essence
- Exclusivity of Services
- Personal Services
- License for Credit and Attribution
- Use of Your Work
- Cooperation
- Compensation
- Service Fees
- Third-Party Payments
- Taxes and Withholding
- Costs and Expenses
- Term & Termination
- Term
- Termination for Convenience
- Termination for Breach or Insolvency
- Effect of Termination or Expiration
- Deliver to the Company all deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by the Company;
- Deliver to the Company all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the confidential information;
- Permanently erase all Confidential Information in your possession; and,
- Certify in writing to the Company that you have complied with the requirements of this provision.
- Relationship of the Parties
- Independent Contractor
- Other Business Activities
- Manner and Means
- Legal Compliance
- Accounting
- Liability for Misclassification
- Third-Party Contracts
- Intellectual Property Ownership
- Company Property
- Ownership of Contractor Materials
- Protection of the Company Property Rights
- Confidentiality & Non-Disclosure
- Definition - “Confidential Information”
- Exclusions
- Confidentiality and Non-Disclosure
- The Defend Trade Secrets Act of 2016
- Required Disclosure
- Equitable Relief
- Duration of Nondisclosure and Confidentiality Obligations
- Representations & Warranties
- Company Representations and Warranties
- Contractor Representations and Warranties
- Indemnification
- Indemnification by the Company
- Indemnification by Contractor
- Dispute Resolution
- Resolving Disputes
- Mandatory Arbitration
- Governing Law
- Choice of Forum and Consent to Personal Jurisdiction
- Limitation of Liability
- Costs, Fees, and Expenses
- Force Majeure
- Equitable Relief
- General Provisions
- Further Assurances
- Amendment and Modification
- Counterparts
- No Assignment
- Entire Agreement
- No-Waiver
- Notices
To: Industrie Africa LLC Attn: Nisha Kanabar 8 The Green, Suite R Dover, Delaware 19901 nisha@industrieafrica.com With courtesy copy to: Premack Rogers PC 800 Bellevue Way NE, Suite 500 Bellevue, WA 98004 legalnotice@premackrogers.com
To: Contractor Attention: [NAME] [STREET ADDRESS] [CITY, STATE ZIP] [EMAIL ADDRESS]
- Schedules
- Section Headings
- Severability
- Successors and Assigns
- Independent Attorney Review