1. ACCEPTANCE AND AGREEMENT
1.1 Cambium Networks, Ltd (“Cambium”) shall only be bound by an order (“Order”) if it is issued on Cambium’s standard purchase order form and signed by a duly authorised representative of Cambium.
1.2 The Order constitutes an offer by Cambium to purchase the products (which may include Software as defined in Condition 7 below) specified in this Order (“Products”), and/or the provision of services to be provided under this Order (“Services”) subject to these conditions. Accordingly, any acceptance of the Order by the person, firm or company (the “Supplier”) shall establish a contract for the sale and purchase of those Products and/or Services on these conditions. Any counter-offer made by the Supplier to supply the Products and/or Services on other conditions shall only be validly accepted if such acceptance is in writing and signed by a duly authorised representative of Cambium.
1.3 The execution and return of the acknowledgement copy of the Order form by the Supplier, or the Supplier’s execution, commencement of work or commencement of delivery pursuant to the Order constitutes whichever occurs first, and will constitute acceptance of this Order and all of its terms and conditions ( the date of such acceptance being the “Acceptance Date”). Supplier may not revoke its acceptance or otherwise refuse to fully perform its obligations under this Order.
1.4 These conditions shall prevail over any inconsistent terms or conditions contained in or referred to in the Supplier’s quotation, acceptance, correspondence or elsewhere or implied by law, trade custom, practice or course of dealing.
1.5 No addition to, variation of, exclusion or attempted exclusion of the Order or these conditions or any of them shall be binding on Cambium unless in writing and signed by a duly authorised representative of Cambium.
1.6 Where the Order is for more than one item, it shall (following acceptance by the Supplier) be regarded as a single contract for all Products and/or Services supplied pursuant to that Order.
1.7 This Order constitutes the entire agreement between Cambium and the Supplier and, except to the extent inconsistent with a separate agreement signed by the parties that expressly applies to the subject matter of this Order, this Order supersedes all other oral or written agreements, arrangements, representations and communications regarding its subject matter and these conditions shall prevail over any inconsistent terms or conditions contained in or referred to in the Supplier’s acceptance, correspondence, shrink-wrap, click-through or packaging terms or elsewhere or implied by law, trade custom, practice or course of dealing, including without limitation, quotations, proposals, or bids. All such proposed terms will not operate as a rejection of this offer but are deemed a proposed material alteration, and this offer will be deemed accepted by Supplier without such additional, different or conflicting terms. If this Order is deemed under applicable law to be an acceptance of a prior offer by Supplier, such acceptance is limited to and expressly conditioned on Supplier’s agreement to the terms contained in this Order.
2.1 The price of the Products and/or Services are as indicated on the face of this Order, in US dollars unless any other currency is indicated (“Price”), and Price is inclusive of all of Supplier’s costs (including labelling, packaging, taxes, duties, insurance, carriage and handling).
2.2 If the Price is omitted from the Order, the Price will be the lower of: (a) the lowest prevailing market price; and (b) the lowest price paid for similar Products/Services under prior Cambium orders.
2.3 Supplier hereby warrants, represents and undertakes that the Price is Supplier’s best price to any customer for the same or similar products and/or services and is competitive with any other seller’s price for similar products and/or services (“Price Guarantee”). Cambium may terminate this Order in whole or in part without liability if Supplier breaches the Price Guarantee and has no obligation to pay any amount in excess of the Price Guarantee. Supplier shall keep appropriate records to demonstrate compliance with this Condition 2.3.
3. INVOICING AND PAYMENT
3.1 Unless otherwise instructed by Cambium in writing, Supplier shall invoice Cambium upon receipt of Products by Cambium at its facility, completion of Supplier’s performance of Services, or for Software, acceptance by Cambium, in each case as relevant and whichever occurs last.
3.2 Cambium’s payment of the invoice will be made only in accordance with the terms of this Order and shall not be deemed an acceptance of any terms and conditions proposed by Supplier’s documents.
3.3 At Cambium’s request, Supplier will invoice and accept payment in other currencies at prevailing currency exchange rates stipulated by Cambium.
3.4 The Supplier shall separately state on each invoice any import duties or sales, use, value added, excise or similar tax. The Supplier shall not charge tax if Cambium is exempt from such taxes and furnishes the Supplier with a certificate of exemption. Cambium will be responsible for any sales, use, VAT, or similar taxes, import duties or any other such assessment however designated.
3.5 Except as provided in Condition 3.8, below, all payments due under this Order will be made without deduction or withholding, unless required by any applicable law of any relevant governmental revenue authority then in effect, in which case, Cambium will pay Supplier’s invoice net of the required deduction/withholding, pay the required amount to the relevant governmental authority, and furnish Supplier with evidence of the withholding tax payments which, to the extent permitted by law, will be in the name of Supplier.
3.6 Unless a different period is indicated by Cambium on the face of this Order, payment is due net sixty (60) calendar days from the latest of: the date of Cambium’s acceptance in its sole discretion that the Products or Services conform to the Order and any other specifications or requirements in all respects; or the date of Cambium receipt of an invoice; or, for disputed amounts, ten (10) calendar days after the dispute is resolved and a corrected invoice received.
3.7 Supplier may not assign, pledge, discount or otherwise encumber Cambium receivables without Cambium’s prior written consent. Supplier shall work cooperatively with Cambium to ensure timely payment of any amounts payable to Cambium.
3.8 In addition to all rights of setoff or recoupment provided by law, Cambium may, at any time and in its sole discretion, apply any amounts payable or other amounts due or owing by Supplier or any affiliate of the Supplier, whether arising under this Order or any other order, contract, obligation or undertaking (“Cambium Receivables”) to reduce any amounts payable or other amounts due or owing by Cambium, whether arising under this Order, any other order, contract, obligation or undertaking (“Cambium Payables”), and without regard to which of Supplier or its affiliates are parties to the transactions. Neither Supplier nor its affiliates may exercise rights of set-off or recoupment with respect to Cambium Receivables or Cambium Payables without Cambium’s prior written consent.
4. CONFIDENTIAL INFORMATION
4.1 “Confidential Information” means confidential or proprietary data, materials or information disclosed by Cambium to Supplier: (i) in written, graphic, machine recognisable, electronic, sample, or any other tangible or visually perceptible form, which is clearly designated as “confidential” and/or “proprietary” at the time of disclosure or which ought reasonably to be considered proprietary and/or confidential to Cambium or its licensors; and (ii) in oral form, if it would be reasonable given the circumstances surrounding disclosure to conclude that Cambium considered such orally disclosed information confidential or proprietary. Notwithstanding the foregoing, all Cambium information delivered by Cambium relating to this Order, including product specifications, prototypes, designs, samples, testing processes and results, quality and manufacturing procedures and requirements, customer information, software and related documentation, product or technology roadmaps, cost or price information, demand or volume information, market share, market or financial projections and other similar information, and the existence of this Order and its terms and conditions, is Confidential Information whether or not confirmed or designated as “confidential” or “proprietary”.
4.2 Confidential Information is and at all times will remain the property of Cambium (or its licensors) and Cambium’s ability to use or disclose the Confidential Information is not and will not be restricted in any way.
4.3 Supplier shall:
4.3.1 maintain the confidentiality of Confidential Information and not disclose it to any third party, except as authorised by Cambium in writing;
4.3.2 restrict disclosure of, and access to, Confidential Information to its employees, contractors and agents who a) have a “need to know” in order for Supplier to perform its obligations under this Order, and b) are bound to maintain the confidentiality of the Confidential Information by terms of nondisclosure no less restrictive than contained herein;
4.3.3 handle Confidential Information with the same degree of care as Supplier uses for its own confidential information, but in no event less than reasonable care;
4.3.4 use Confidential Information only for the purpose of performing and, to the extent necessary, to fulfil its obligations under this Order; and
4.3.5 promptly notify Cambium upon discovery of any unauthorised use, access or disclosure of the Confidential Information, take all necessary steps to regain possession and protection of the Confidential Information and prevent further unauthorised actions or breach of this Order.
4.4 Except as otherwise provided in this Order, no use of any Confidential Information is permitted, and no grant under any Intellectual Property Rights of Cambium is given or intended, including any license implied or otherwise. Supplier shall not directly or indirectly export or re-export any Confidential Information to any country for which any applicable government, at the time of export or re-export, requires an export license or other governmental approval, without first obtaining the license or approval.
4.5 Supplier shall not reverse engineer, de-compile, or disassemble any Confidential Information.
4.6 If Supplier is required to access Cambium computer resources, systems or premises, Supplier shall, and shall cause any person who may require access on Supplier’s behalf to, first execute and deliver to Cambium, an information protection and security/confidentiality agreement.
4.7 Upon fulfilment, expiration, or termination of this Order or receipt of Cambium’s written request, Supplier shall immediately stop using and return to Cambium all Property (defined below) of Cambium and Confidential Information including without limitation all items that contain any Confidential Information, all Cambium-consigned inventory, all types of Cambium Property, all Cambium software and all other Cambium materials in Supplier’s possession. Supplier acknowledges that Confidential Information contains information that is proprietary and valuable to Cambium and unauthorised dissemination or use of the Confidential Information will cause irreparable harm to Cambium.
4.8 Supplier’s obligation to keep confidential the Confidential Information will survive for five (5) years following the later of fulfilment, expiration or termination of this Order or Supplier’s return or destruction of the Confidential Information and certification of such return or destruction.
5. OWNERSHIP OF PROPERTY, SPECIFICATIONS AND WORK PRODUCT
5.1 Supplier shall provide all labour, materials, tools, equipment, personnel, supervision, and facilities necessary to provide the Products and Services.
5.2 All tools, equipment, dies, gauges, models, drawings, software or other materials paid for by Cambium or furnished or lent by Cambium to Supplier (“Property”) are, and remain, the sole property of Cambium and shall be used only for manufacturing, testing or supplying the Products and Services to Cambium under this Order.
5.3 Supplier agrees that any suggestions, comments or other feedback provided by Supplier to Cambium with respect to Products, Services, Cambium products or Confidential Information provided by Cambium (“Feedback”) is given entirely voluntarily and Supplier grants Cambium the right to use, have used, disclose, reproduce, modify, license, distribute or exploit the Feedback for any purpose, entirely without obligation, payment or restriction on use or disclosure of any kind.
5.4 Cambium will retain all right, title or interest to the Intellectual Property Rights (defined below) in any specifications and other documentation created by or on behalf of Cambium for the Products and Services and will be the owner of all Intellectual Property Rights modifications and enhancements made by or for Cambium or by or for Supplier to such specifications and documentation, including without limitation any modifications or enhancements to such Specifications based on Supplier’s Feedback (such documentation, modifications and enhancements are together referred to as the “Specifications”).
5.5 Supplier agrees that all materials in whatever form and all modifications or enhancements to the Products or Services prepared or produced by Supplier under this Order (“Work Product”) are commissioned by Cambium and that all right, title or interest in or to the Intellectual Property Rights in such Work Products shall belong to Cambium.
5.6 Supplier hereby assigns to Cambium, by way of present assignment of present and future rights, with full title guarantee the whole legal and beneficial interest in any and all Intellectual Property Rights in the Specifications and the Work Product and shall execute (or procure the execution of) all documents and do (or procure the doing) of all things necessary to ensure that such rights vest in Cambium. “Intellectual Property Rights” means all intellectual property rights (whether or not any of these rights are registered, and including applications and the right to apply for registration of any such rights), including patents, supplementary protection certificates, petty patents, utility models, trade marks, database rights, rights in designs, copyrights (including rights in computer software) and topography rights and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, in each case for their full term, and together with any renewals or extensions.
5.7 Supplier shall: (a) safeguard all Property: while it is in Supplier’s custody and control; (b) be liable for any loss or damage to the Property; (c) keep the Property free from all liens or charges of any type; (d) use the Property only for Cambium Products; and (e) return the Property to Cambium upon request without further bond or action. Supplier agrees to waive and hereby does waive any lien it may have in regard to the Property and to ensure that subcontractors do the same. Supplier may not sell, recycle or otherwise dispose of excess, obsolete, scrap, work-in-process, raw materials, or finished Products associated with this Order without Cambium’s permission. Supplier’s obligations as stated in this Condition 5.7 survive the fulfilment, expiration, or termination of this Order.
6.1 Supplier represents and warrants that:
6.1.1 the Products and Services are free of any condition that would pose a potential environmental or safety hazard;
6.1.2 for a period of twenty-four (24) months from the date of receipt by Cambium, all Products free from defects in design, materials and workmanship, of the highest quality, and conform to the terms and conditions of all applicable schedules, specifications, drawings, documentation, Cambium instruction books or service manuals, Cambium test and quality standards, and industry standards;
6.1.3 the Services will be provided will all due skill care and diligence and in accordance with best industry practice;
6.1.4 the Products and Services meet all the quality requirements in Condition 14 of this Order;
6.1.5 the Products and Services are fit and safe for the purpose intended by Cambium;
6.1.6 the Products are wholly new and contain new components and parts throughout;
6.1.7 Supplier has good and warrantable title to the Products and Services, free and clear of any liens, encumbrances or other restrictions on use or distribution;
6.1.8 Supplier has full power and authority to license the Software (as defined in Condition 7 below) and to convey all other rights and licenses granted to Cambium under this Order;
6.1.9 the Products are properly packaged and labelled;
6.1.10 Services will be performed by qualified persons utilising, if applicable, Cambium parts or parts of equal quality, except for Services involving intrinsically safe equipment, for which only Cambium parts shall be utilised;
6.1.11 Supplier has obtained all necessary approvals, consents and authorisations to enter into this Order and to perform and carry out its obligations under this Order; and
6.1.12 Supplier’s performance under this Order does not violate any provision of any law, rule, regulation, or any other governing authority of Supplier and has been duly authorised by all necessary partnership or corporate action.
6.2 Supplier further represents and warrants that: (a) Supplier has no knowledge of, and there are no unresolved assertions, demands or pending litigation alleging that the Products or Services infringe or misappropriate any third party Intellectual Property Rights; (b) Supplier has obtained all necessary rights under any third party Intellectual Property Rights necessary for the manufacture, sale, use or other distribution of the Products and provision of Services; and (c) the Products and Services do not infringe or misappropriate any third party Intellectual Property Rights.
6.3 If Supplier receives a third-party assertion of infringement or misappropriation of Intellectual Property Rights related to a Product or Service, Supplier shall use best endeavours to avoid interruption in supply or performance and shall take all appropriate actions to handle the assertion responsibly in accordance with established legal practice, including, without limitation: (a) obtaining opinion(s) of outside counsel regarding non-infringement by Supplier or invalidity of the asserted Intellectual Property Rights; (b) instituting proceedings to invalidate the asserted Intellectual Property Rights; c) investigating and implementing design changes that avoid such asserted Intellectual Property Rights; and/or (d) investigating and procuring licensed components or license rights under the asserted Intellectual Property Rights, that would exhaust, cover or encompass such asserted Intellectual Property Rights.
6.4 Supplier hereby grants to Cambium and its customers and acknowledges and agrees that Cambium and its customers are entitled to all warranties that arise by implication or operation of law, and Supplier shall extend to Cambium all warranties Supplier receives from its suppliers, service providers and subcontractors (collectively, its “Supply Chain”). All warranties survive any inspection, acceptance, payment, or resale by Cambium.
7. ADDITIONAL WARRANTIES FOR SOFTWARE
7.1 For purposes of this Order, “Software” means object code and/or source code provided to Cambium by, or at the direction of, Supplier, including any firmware, free-standing object code or source code that works with or runs on Products, or that is used on or in conjunction with Cambium products or Cambium internal systems, documentation and all bug fixes, updates and upgrades relating to such code.
7.2 Supplier represents and warrants that all Software is free from any “Vulnerabilities”, meaning: self-destruction mechanisms; illicit code; any copy protection schemes that interfere with the use of the Software or with Cambium’s or an end user’s ability to exercise its rights and privileges under this Order; and security vulnerabilities, including any vulnerabilities that allow unauthorised destruction of, access to or control of Product(s) or Cambium product(s), other elements of a system that includes Product(s) or Cambium product(s), or any information residing on Product(s), on Cambium product(s), an end user’s product(s) or system(s), or other elements of a system that includes Product(s). Supplier further represents and warrants that it complies with general industry practices regarding the detection and correction of Vulnerabilities. Supplier shall promptly notify Cambium if Supplier becomes aware of any actual or potential Vulnerability, including a description of the concern, an analysis of the actual or potential threats and Supplier’s proposed mitigation plan.
7.3 Supplier shall not, without Cambium’s written consent, incorporate (in whole or in part) into any part of the Products, any Software that contains or is derived in any manner (in whole or in part) from software that is:
7.3.1 distributed as free software, open source software or similar licensing or distribution models;
7.3.2 distributed pursuant to a distribution model in which any party can be a licensee without notice to the licensor, (including, but not limited to, licenses similar to the General Public License (GPL) or Lesser/Library (LGPL), the Artistic License (e.g., PERL); the Mozilla Public License; the Netscape Public License; the Sun Community Source License (SCSL); the Sun Industry Source License (SISL); and the Apache License); or
7.3.3 licensed pursuant to a licence that includes any of the following requirements: (a) disclosure or distribution of software in source code form; (b) non-assertion or licensing of patents; (c) disclosure of any modifications to the software; (d) redistribution at no charge; or (e) attribution requirements other than to maintain notices within the source code;
(items listed at Condition 7.3.1 or 7.3.3 are collectively referred to as “OSS”).
7.4 Supplier shall provide complete and accurate disclosure and description of any OSS included in the Products/Services and the corresponding OSS license terms.
7.5 Supplier represents and warrants that:
7.5.1 any OSS in the Product or Service: (a) is contained solely within identified packages/components of the Software; (b) does not have any portion residing outside of the Software; and (c) will not be available, intermingled, or dispersed within or outside the Software at any time or in any way to cause exposure, linking or combination with any other software;
7.5.2 it has complied and shall continue to comply with all obligations, terms and conditions imposed under any applicable OSS license, including but not limited to any modification and attribution requirements; and
7.5.3 it has and shall maintain processes and precautions necessary to provide accurate disclosure of OSS and to prevent any risk that any OSS will impose licensing conditions on Cambium, or that any Cambium or third party software will be provided to, or become subject to an obligation to be provided to, the open source community or otherwise enter the public domain, as a result of Supplier’s activities.
8.1 Without prejudice to other rights and remedies provided in this Order and those available at law or in equity, if Supplier defaults on or breaches its obligations under any provision of this Order or delivers Products or Services that are late, defective, non-conforming, in Cambium’s opinion present a potential safety or environmental issue, or otherwise fail to comply with the representations and warranties in this Order, whether or not apparent upon inspection, Supplier shall immediately and at its sole expense:
8.1.1 at Cambium’s option, immediately re-perform, repair or replace the affected and potentially affected Products and Services, or provide a refund for such Products and Services;
8.1.2 expedite late deliveries and performance; and
8.1.3 take immediate remedial action for affected and potentially affected Products and Services according to a corrective action plan approved by Cambium.
8.2 Supplier shall be liable for all direct, indirect, incidental and consequential damage, loss and expense to Cambium and its customers arising from any breach of any provision of this Order, including, without limitation, all liabilities, losses, costs, expenses, charges, fines, penalties or damages incurred by Cambium or its customers related to all Products and Services (“Damages”). Damages include without limitation costs to create and/or procure replacement products, software, or services, all costs of applying appropriate software patches, updates or upgrades, investigating, inspecting, sorting, repairing, replacing, reworking, repackaging, reflashing, removing, re-installing, retesting, recovering or recalling the Products or Services, or Cambium products or services that incorporate or are otherwise potentially affected by such Products or Services, storing, shipping, expediting, stop of line, plant closures, lost profits, damage to goodwill and reputation, customer concessions or penalties, and any injury to person or property.
8.3 Cambium in its sole discretion, (without liability of any kind, including without limitation, liability for raw materials, work-in-process or finished goods Supplier may have on hand) may reschedule or cancel this Order and any other order or forecast for: (a) such affected or potentially affected Products or Services; (b) any other potentially affected products or services; and (c) any related products or services. Supplier further agrees that none of Cambium’s rights and remedies under this Order or arising at law or in equity, including, without limitation, the total amount and type of damages Cambium may recover, or the time in which Cambium must assert a claim or file a lawsuit, are or may be limited, restricted, or reduced in any way. Cambium also shall have the right to seek and Supplier agrees that Cambium is entitled to receive specific performance by Supplier of its obligations under this Order.
9. LICENCE GRANTS
9.1 Supplier grants to Cambium (with the right to sublicense for Cambium’s benefit) and to its third-party distributors, manufacturers and contractors, a perpetual, irrevocable, worldwide, nonexclusive, royalty free, fully paid-up licence, to:
9.1.1 use, make, reproduce, demonstrate, perform, create derivative works of, market or otherwise distribute Software, related documentation and application program interfaces;
9.1.2 use, review, inspect, scan, modify, maintain, support and reproduce Software source code; and
9.1.3 assemble, edit, merge, translate and compile additional copies of Software source code (including derivative works), to Software object code, for incorporation into or use with Product(s) or Service(s);
9.1.4 use, make, have made, demonstrate, market, import, offer for sale, sell, license, or otherwise distribute, Cambium’s products incorporating or used with Software or Service(s), and provide to end users and customers of Cambium’s products incorporating or used with Software or Services a limited right to use the Software.
9.2 Within 15 days of Cambium’s request, Supplier agrees to deliver to Cambium’s designated escrow agent (“Escrow Agent”), at Supplier’s sole expense, all source code and object code (including the most recent version thereof and all related documentation), designs, data, schematics, manuals, “read me” files, software tools (debugging, support, test and validation), hardware tools (including masks), libraries, specifications, RTL code and other materials necessary for repair, support, manufacture, and supply of Product(s), Software and Service(s) related to this Order (“Deposit Materials”) pursuant to the terms of the Escrow Agent’s escrow agency agreement.
9.3 Upon occurrence of any of the release conditions or any of the events set out in Condition 11 of this Order, Cambium may unilaterally direct the Escrow Agent to deliver to Cambium the Deposit Materials free and clear of all claims, liens and other encumbrances without regard to any objection by Supplier.
9.4 Supplier hereby grants Cambium (with the right to sublicense to third parties for Cambium’s benefit) a present, perpetual, irrevocable, worldwide, non-exclusive, royalty free, fully paid-up, transferable right and licence under Supplier’s and its licensors’ Intellectual Property Rights to:
9.4.1 use, make, have made, demonstrate, market, import, offer for sale, sell, license, or otherwise distribute, support, or maintain Products or Services (or derivatives thereof) throughout the world;
9.4.2 use, have used, make or have made, copy, reproduce, have reproduced, modify, have modified, execute, translate, compile, display, perform, prepare derivative works of, distribute copies of, the tools, equipment, documentation, Software, materials and other information, whether owned by Supplier or Cambium, that Supplier uses, or that otherwise are necessary, to manufacture, supply and support the Product(s) or perform the Service(s);
9.4.3 provide to Supplier’s own suppliers (including without limitation fabricators and foundries) (collectively, “Upstream Suppliers”) a limited right to do all of the preceding for Cambium’s benefit, notwithstanding any contractual or other prohibition against such actions (which Supplier hereby waives);
9.4.4 decompile, reverse engineer, and derive source code of Software and create derivative works of the derived Software source code and exercise all rights under this Condition 9 with respect thereto; and
9.4.5 have access to Supplier’s tools, equipment, materials and premises to do any of the foregoing. Supplier authorises Cambium to disclose the terms of this Order to Upstream Suppliers and authorises the Upstream Suppliers to contract directly with Cambium to provide products and services to fulfil this Order;
provided, however that Cambium will not exercise its rights under Conditions 9.4.1 to 9.4.5 unless and until: (a) a release event occurs under Cambium’s escrow agreement with the Escrow Agent or a condition for termination under Condition 11 occurs; or (b) a product or service discontinuance event occurs under Conditions 12 or 16.
9.5 Supplier understands that Cambium may use one or more additional suppliers of product(s) the same or similar to Supplier’s Products (“Similar Component(s)”), and Supplier agrees:
9.5.1 not to assert, bring, cause to be brought or threaten to bring against Cambium, its manufacturers or customers (collectively “Cambium Parties”) any claim, action or proceeding alleging that a Cambium Party’s: (a) purchasing, having made, using, importing, offering for sale, selling or distributing any Similar Component(s); or (b) purchasing, manufacturing, having made, using, designing, assembling, importing, offering for sale, selling or distributing any Cambium product(s) incorporating Similar Component(s), infringes or misappropriates any of Supplier’s Intellectual Property Rights; and
9.5.2 not to seek to prevent or exclude from importation or otherwise interrupt the purchase, manufacture, use, importation, offer for sale, sale, or distribution of (a) Similar Component(s) by, to, or for the Cambium Parties; or (b) such Cambium product(s).
9.6 The licences, rights and covenants under Supplier’s Intellectual Property Rights in this Condition 9 are binding on Supplier’s successors in interest to, and all transferees, assignees, and any exclusive licensee of, any of Supplier’s Intellectual Property Rights. Supplier agrees to inform all successors in interest, transferees, assignees and licensees of such licenses, rights and covenants and to obtain their written consent to be bound by this Condition 9.
9.7 No licence, implied or express, of any of Cambium’s Intellectual Property Rights is conveyed to Supplier by Cambium under this Order. Cambium may allow third parties to exercise the rights and licences granted pursuant to this Condition 9 for the benefit of Cambium or its customers. All licences granted and rights accorded to Cambium and end users in this Condition 9, and all Supplier’s obligations in this Condition 9, will survive fulfilment, expiration, or termination of this Order.
10. CAMBIUM TRADE MARKS
10.1 All trade marks, service marks, insignia, symbols, or decorative designs, and trade names and other words, names, symbols and devices associated with Cambium and Cambium’s products and services (“Cambium Marks”) are the sole property of Cambium.
10.2 Supplier acknowledges and agrees that it:
10.2.1 has no right to use Cambium Marks without Cambium’s prior written consent;
10.2.2 will take no action which might derogate from Cambium’s rights in, ownership of, or the goodwill associated with, such Cambium Marks; and
10.2.3 will remove all Cambium Marks from any Products (including scrap and excess materials) not purchased by Cambium.
11.1 Cambium may terminate all or any part of this Order immediately at any time for its convenience, without liability to Supplier, upon written notice to Supplier.
11.2 In addition to all remedies provided elsewhere in this Order and at law or in equity, Cambium also may terminate this Order immediately, without liability to Supplier upon written notice if Supplier:
11.2.1 breaches any provision in these terms and or in this Order;
11.2.2 provides a Product or Service that infringes or misappropriates any Intellectual Property Right of a third party;
11.2.3 ceases to trade (either in whole, or as to any part or division involved in the performance of this Agreement);
11.2.1 becomes bankrupt, insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to Supplier;
11.2.2 a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of Supplier, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
11.2.3 the ability of Supplier’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
11.2.4 any process is instituted which could lead to Supplier being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); and/or
11.2.5 fails to timely pay an amount owed to its any of its Supply Chain.
11.3 Supplier may terminate this Order only based on Cambium’s material breach of an obligation under this Order and only after providing Cambium with thirty (30) days advance written notice and a reasonable opportunity to cure the breach.
11.4 The representations, warranties, indemnities and other obligations that explicitly survive, or by their nature or context are intended to survive, fulfilment, expiration, or termination of this Order shall survive.
11.5 Upon fulfilment, expiration or termination of this Order, at Cambium’s request, Supplier will transfer all records that pertain to this Order to Cambium, but retain a copy of any records required to be kept by law, rule, regulation, or in connection with any legal process or proceeding, subject at all times to applicable confidentiality obligations.
12.1 Supplier shall indemnify, defend, indemnify and hold harmless Cambium and all of its past, present, and future affiliates, customers, distributors, officers, directors, employees, contractors, successors, assigns, agents, attorneys and insurers (“Indemnified Parties”) against any and all claims, damages, costs, expenses (including without limitation legal costs and expenses), suits, losses, or liabilities of any type, under any theory of liability or recovery, (“Claim(s)”) arising from or related to:
12.1.1 any death, injury, or property damage caused by acts or omissions of Supplier, or its past, present or future officers, directors, employees, contractors, subcontractors, representatives or agents (“Indemnifying Parties”);
12.1.2 acts or omissions of the Indemnifying Parties, including without limitation Supplier’s performance of, or failure to fully, properly and timely perform, any obligation in this Order (including, e.g., delivery of Product(s) or Service(s) that are, or are alleged to be, defective, non-conforming, or not in compliance with the warranties in this Order);
12.1.3 any possible, actual or asserted infringement or misappropriation of any Intellectual Property Rights arising from or related to any Product, Software, or Service, or to a Cambium product or service by virtue of incorporation of or use with, a Product, Software, or Service, either alone or in combination; or
12.1.4 Supplier’s non-compliance with Conditions 19 to 23.
12.2 If the purchase, manufacture, having made, use, importation, offer for sale, sale, or distribution of any Product(s) or Service(s) or portion thereof, or any Cambium product or service by virtue of incorporation of a Product or Service, is sought to be, is reasonably likely to be, or is in fact, enjoined or excluded from importation, then:
12.2.1 Supplier, at its sole expense and on terms acceptable to Cambium, shall: (a) procure the right for the Indemnified Parties to continue purchasing, manufacturing, having made, using, importing, offering for sale, selling, and distributing such Product(s)/Service(s) and Cambium products and services incorporating or used with them; (b) subject to Cambium’s prior written approval, replace or modify such Product(s)/Service(s) so that they become non-infringing, are fully backward compatible, and meet all of Cambium’s requirements, including without limitation ensuring that quality, quantity, price and delivery are equal or superior to that of the Product(s)/Service(s) being replaced or modified; or (c) at any Indemnified Party’s request, promptly issue a full refund of the total amounts paid for such Product(s)/Service(s) returned;
12.2.2 Cambium shall be entitled to reschedule or cancel any or all pending Orders and forecasts for: (a) such Products/Services; (b) any related products or services; and/or (c) any other potentially impacted products or services, without liability of any kind; and/or
12.2.3 at Cambium’s request, Supplier shall assist Cambium in making alternative supply arrangements for such Products/Services, related products or services, and other potentially affected products or services, including but not limited to delivering to Cambium Deposit Materials for such Product(s)/Service(s) and related product(s) or service(s) so that Cambium can exercise its license rights under Condition 9 as if such Product(s)/Service(s) and related product(s)/service(s) were discontinued.
12.3 Supplier will not enter into any settlement that affects any Indemnified Party without Cambium’s prior written consent. Cambium may at its own expense actively participate in any suit or proceeding through its own counsel, except that Supplier shall reimburse Cambium for such expenses if Cambium’s participation through its own counsel is needed to avoid conflicting interests between the parties, to pursue any Cambium defences, or to comply with a court or tribunal’s rules or orders.
12.4 Supplier agrees that time is of the essence and shall use best efforts and act in good faith to satisfy its obligations under this Condition 12.
12.5 If Supplier disputes its obligation or fails to fully and timely perform its obligations hereunder each and all of the Indemnified Parties may assume the defence and/or settlement of the matter, provided, however, Supplier shall remain fully and solely responsible for the Claim.
12.6 Cambium has no obligation to indemnify Supplier under any circumstances. Supplier agrees that its obligations as set forth in this Condition 12 will survive the fulfilment, termination, cancellation, or expiration of this Order.
13.1 Supplier shall not make changes to Products or Services or to the manufacturing, testing, quality or other processes, the bill of materials, materials, design, tools, sources of materials, or locations used to manufacture, assemble, or package the Products or perform Services (in each case following the date of the Order) without Cambium’s prior written approval. Any unauthorised change of any type will render the changed Products and Services non-conforming and will constitute a material breach of Supplier’s obligations under this Order, and Supplier is responsible for all resulting Damages.
13.2 Cambium may request changes to Products or Services at any time upon written notice to Supplier. Supplier shall implement the Cambium requested changes, and this Order will be deemed amended to incorporate the changes. However, if the requested changes will affect the cost of performance or the time required to perform, Supplier shall advise Cambium in writing within 30 days of Cambium’s change request, and shall not implement the change without Cambium’s written approval.
14. QUALITY AND INSPECTION
14.1 All Product(s) and Service(s) must:
14.1.1 be in conformity with all applicable schedules, specifications, drawings, documentation, Cambium instruction books or service manuals, including without limitation, the materials traceability specifications set out at https://mcms.Cambiumsolutions.com (as may be updated periodically);
14.1.2 satisfy Cambium’s test and quality standards and processes;
14.1.3 meet applicable industry quality and performance standards;
14.1.4 comply with all applicable legal and regulatory requirements; and
14.1.5 be merchantable, fit, and safe for the purpose intended by Cambium.
14.2 Supplier shall perform its obligations under this Order in strict compliance with these requirements, and to Cambium’s quality processes on an ongoing basis, with the objective of delivering zero defects for all Products and Services. If the standards, requirements, processes, procedures, or terms and conditions related to the Products, Services or this Order, vary or conflict, the most stringent will apply, as determined by Cambium. Any deviation from these requirements is a material breach of this Order.
14.3 Payment for Products or Services does not constitute acceptance. Products and Services will only be deemed accepted when they have actually been counted, inspected and tested by Cambium and found to be in conformance with this Order. Cambium will have a reasonable opportunity to inspect Products and Services.
14.4 At Cambium’s request, Supplier promptly shall issue a return material authorisation (“RMA”) to Cambium for non-conforming Products, and Products rejected, in excess of the amount ordered, or delivered in advance of the delivery schedule. All returns to Supplier are at Supplier’s expense. Title to Products designated for return by Cambium will immediately revert to Supplier at the time of Cambium’s designation. Supplier promptly shall evaluate the Products/Services to identify the root cause of the defect or non-conformance, and provide Cambium with a detailed analysis. Cambium’s return or non-acceptance of Products/Services will not affect Cambium’s other rights and remedies under this Order or applicable law, including without limitation the right to reject or revoke acceptance of defective or non-conforming Products or Services. Nothing contained in this Order relieves Supplier of its obligation to ensure that proper testing, inspection and quality control is performed. Cambium has the right to inspect Supplier’s and Supplier’s Supply Chain’s facilities, equipment, materials, records, and the Products and Services, and may audit for compliance with this Order.
15. PACKING, DELIVERY AND SHIPMENT
15.1 All Products shall be packed and shipped in accordance with instructions or specifications contained in this Order or provided by Cambium. In the absence of any such instructions, Supplier shall comply with best commercial practices to ensure safe arrival at destination at the lowest transportation cost.
15.2 Time is of the essence in relation to this Order. Products shall be delivered by the date specified in the Order or, if no such date is specified, within 30 days of the date of the Order. Supplier shall pay all costs of expediting delivery of the Products and/or Services. If Supplier fails to timely perform or deliver, Supplier shall reimburse Cambium all Damages incurred by Cambium as a result of late delivery or performance. In addition, Cambium is entitled to terminate this Order without liability as to Products not yet shipped or Services not yet rendered by the delivery date in the Order, by written notice effective upon receipt by Supplier, and to purchase substitute products or services elsewhere and Supplier shall pay any Damages incurred in relation to the delay.
15.3 Unless otherwise stated on the face of this Order, the delivery term for all deliveries under this Order is “FCA delivery point stated in this Order (Incoterms 2010)”. If no delivery point is stated in this Order, the delivery term is “FCA closest airport to Supplier’s factory (Incoterms 2010).”
15.4 Supplier is responsible for loss or damage caused by Supplier and discovered after transfer of title. No charge will be allowed for packing, labelling, commissions, customs, duties, storage, crating, express handling or travel, unless specifically indicated on this Order or under a mutually agreed separate logistics support program.
15.5 The Products shall be at the risk of Supplier until delivery to Cambium. Supplier shall off-load Products at its own risk as directed by Cambium. Title to the Products shall pass to Cambium on completion of delivery in accordance with the Order, except that if Products are paid for before delivery title shall pass to Cambium once payment has been made. The passing of title to the Products is without prejudice to any right of rejection to which Cambium may be entitled under the terms of this Order or otherwise.
16. DISCONTINUANCE OF PRODUCTS OR SERVICES
16.1 Supplier shall not stop providing any Product or Service to or for Cambium for any reason, for the longer of:
16.1.1 two (2) years after commercial production qualification by Cambium of: (a) the Product or Service; or (b) a Cambium product or service incorporating the Product or Service (whichever occurs later); or
16.1.2 three (3) years from the issue date of this Order (“Minimum Order and Supply Period”).
16.2 After the Minimum Order and Supply Period expires, if Supplier intends to stop providing any Product or Service to or for Cambium for any reason, Supplier shall give Cambium at least 12 months prior written notice (“End of Life Period”), during which time Cambium may continue to place orders for such Product(s) and Service(s), with delivery not to exceed 12 months from the date of the order.
16.3 At Cambium’s request, Supplier shall:
16.3.1 assist Cambium in making alternative supply arrangements for the discontinued Product(s) or Service(s); and
16.3.2 deliver to Cambium or its third-party designees all materials needed to manufacture or offer, service, and support, the discontinued Product(s)/Service(s) (including all Deposit Materials for such Product(s)/Service(s)) so that Cambium can exercise its licensed rights under Condition 9.
16.4 In addition to the rights and licenses in Condition 9, Supplier also authorises and grants Cambium and its designated third-party manufacturers, without any consideration owed to Supplier, the right to source products, materials and services required to continue supply of the discontinued Product(s)/Service(s), directly from Supplier’s Supply Chain on terms no less favourable than those provided to Supplier, and upon Cambium’s request, Supplier shall provide Cambium with authorisation letter(s) providing such sourcing rights. Further, at Cambium’s request, Supplier shall return to Cambium all items containing any Confidential Information related to the discontinued Product(s)/Service(s).
17. SERVICE AND SUPPORT
17.1 Supplier shall provide training and documentation as requested by Cambium.
17.2 Supplier shall provide Cambium information about outstanding deliverables and any actual or potential issues related to Supplier’s performance under this Order.
17.3 Upon request, Supplier shall provide spare parts and spare Products to Cambium authorised service centres for service and repair of Product(s) and Cambium product(s) and shall provide Cambium access to and use of any tools, equipment, materials, software, premises, and Intellectual Property Rights necessary for the repair, support, manufacture, or supply of Products or Services or for use of Products or Services in or with Cambium product(s) or service(s).
17.4 Unless a longer period is specified, Supplier shall make spare parts and repair services available for 7 years after last delivery under this Order. Supplier shall have a detailed, written business interruption and recovery plan, including business impact and risk assessment, crisis management, information technology disaster recover, and business continuity. Supplier shall update the plan annually and notify Cambium in writing of any activation of the plan. Within 60 days of Cambium’s request, Supplier shall provide Cambium a copy of the plan.
18.1 Supplier shall take out and maintain adequate insurance at its own expense on terms reasonably satisfactory to Cambium with a reputable insurer to cover all losses, claims, demands, proceedings, damages, costs, charges and expenses for injuries or damage to any person or property which may result from the fault or negligence of Supplier in carrying out or purporting to carry out its obligations under or in connection with this Agreement. The cover must include, without limitation, the following insurance policies, or such insurance policies which are equivalent to the foregoing to the extent available to Supplier in the country in which the Order is placed:
18.1.1 Broad Form Commercial General Liability, including Contractual Liability for liability incurred under this Order, of a minimum US $1,000,000 per occurrence;
18.1.2 Product Liability for liability incurred under this Order, of a minimum US $1,000,000 per occurrence; and
18.1.3 Umbrella / Excess Liability of a minimum US $5,000,000 per occurrence on behalf of Supplier and its subcontractors.
18.2 Supplier shall ensure that:
18.2.1 Supplier shall cause all of its insurance to be designated as primary and provide for thirty (30) days’ minimum prior notice of cancellation to Cambium;
18.2.2 at Cambium’s request, Supplier shall furnish Certificates of Insurance from a locally licensed insurance provider reasonably acceptable to Cambium; and
18.2.3 Supplier shall require its Supply Chain to maintain, at a minimum, the same coverage and limits required of Supplier.
19. COMPLIANCE WITH LAWS
19.1 Supplier shall ensure, and on behalf of itself and its Supply Chain, represents and warrants, that all Products and Services are performed, produced and supplied in compliance with all applicable laws, orders, rules, regulations and standards, including without limitation applicable product safety, environmental and recycling laws and regulations, and the requirements set out in Conditions 19 to 23 (as may be updated periodically).
19.2 Supplier shall maintain appropriate compliance systems and be able to demonstrate a satisfactory record of compliance in its business conduct. Cambium (and its designated agents) may conduct inspections or audits for compliance with this Condition 19 at Supplier’s expense.
19.3 Supplier further agrees to communicate and flow down the requirements of Conditions 19 to 23 of these terms to its Supply Chain.
19.4 Supplier shall immediately correct any non-compliance and fully defend, indemnify, and hold harmless the Indemnified Parties against any Damages caused by any breach of Conditions 19 to 23.
20. ETHICS, BRIBERY, ANTI CORRUPTION AND UNFAIR BUSINESS PRACTICES
20.1 Supplier shall at all times conduct itself, directly through its employees and officers, and indirectly through third parties, in the performance of each Order honestly and fairly, using the highest ethical standards, and treat its employees, agents, contractors and customers with dignity.
20.2 Supplier shall, and shall procure that any person associated with Supplier shall:
20.2.1 comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including (as applicable) but not limited to the Bribery Act 2010 in the United Kingdom, the U.S. Foreign Corrupt Practices Act and all national and local anti-corruption laws (“Relevant Requirements”) and Cambium’s policies and procedures relating thereto as may be updated from time to time;
20.2.2 have and shall maintain in place its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act and all national and local anti-corruption laws, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate;
20.2.3 promptly report to Cambium any request or demand for any undue financial or other advantage of any kind received by Supplier and/or any persons associated with Supplier in connection with the performance of the Order; and
20.2.4 promptly report to Cambium any payment suspected to have been received or made for any undue financial or other advantage by Supplier, its employees, or any persons performing services in connection with the Order.
For the purpose of this Condition 20.2 (UK Bribery Act 2010 and US Foreign Corrupt Practices Act), the meaning of “adequate procedures” and whether a person is associated with another person shall be determined in accordance with the Bribery Act 2010 (and any guidance issued under section 9 of that Act).
20.3 Cambium will not do business with any entity or person where Cambium believes that payoffs or similar improper or unethical practices are involved. Cambium expects its suppliers to abide by this policy and not to have a relationship with another entity or person, or engage in any activity that results or may result in a conflict of interest, or embarrassment to Cambium, or harm to Cambium’s reputation.
20.4 Supplier shall:
20.4.1 provide the Products and Services with the highest ethical standards;
20.4.2 maintain integrity, transparency and accuracy in corporate recordkeeping;
20.4.3 act lawfully and with integrity in the proper handling of competitive data, confidential and proprietary information and intellectual property rights;
20.4.4 comply with legal requirements regarding fair competition and antitrust, and accurate and truthful marketing; and
20.4.5 not engage in corrupt practices, including public or private bribery or kickbacks.
21. MATERIAL SAFETY DATA SHEETS/ENVIRONMENTAL PROTECTION
21.1 Supplier shall:
21.1.1 provide electronically material safety data sheets, chemical safety data sheets, or equivalent documentation for all chemicals and applicable articles sold to Cambium under this Order; and
21.1.2 implement a functioning environmental management system in accordance with ISO 14001 or equivalent (third-party registration is strongly recommended but not required).
21.2 Supplier certifies that Products and their parts do not contain and are not manufactured with a process that uses any Class I ozone-depleting substances (as identified in 40 CRF Part 82 Appendix A to Subpart A, or as subsequently identified by the U.S. Environmental Protection Agency as Class I ozone-depleting substances). Supplier further certifies that all substances, preparations and articles provided to Cambium comply with all applicable EU REACH Directive Requirements (1907/2006 and 1272/2008).
22.1 Supplier shall comply with all import and customs laws, regulations and administrative determinations of the importing country and all security criteria of the importing country’s government security program.
22.2 If Supplier is providing Products to be delivered to, or services to support delivery to, the United States, Suppler shall comply with the security criteria of the U.S. Customs and Border Protection’s Customs-Trade Partnership against Terrorism (C-TPAT) Program (available at www.cbp.gov). If Supplier is the exporter of record for any shipments, Supplier shall obtain all export authorisations from the United States government or other governments that may be required to lawfully make such shipments. In addition to any other remedies Cambium may have, Supplier shall be liable for all Damages related to any representations made by Supplier with respect to documentation or other Customs or Governmental requirements with regard to entry requirements, classification, valuation, preferential treatment, duty drawback or trade terms (INCOTERMS).
Supplier warrants, represents and undertake that any Products supplied under this Order will not contain minerals that directly or indirectly finance or benefit illegal armed groups (“Conflict-free”). Upon request, Supplier shall provide Cambium with evidence that the Products are Conflict-free.
24. GOVERING LAW AND JURISDICATION
The Order and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Order, its subject matter or its formation (including non-contractual disputes or claims).
25.1 Subject to Condition 25.7, Supplier must formally initiate any legal action or claim against Cambium for non-payment within 6 months of the date on which the payment was due. Failure to do so shall constitute a knowing and intentional waiver of all claims for non-payment, and Supplier shall be estopped from pursuing any claim for non-payment more than 6 months after the date on which the alleged payment was due.
25.2 Subject to Condition 25.7, Supplier must formally initiate any legal action or claim against Cambium for an alleged breach of any obligation related to or arising out of this Order within 2 years of the date of the alleged breach or be forever barred from pursuing such action or claim.
25.3 Supplier shall not issue a press release or make any other disclosure regarding this Order, or about Cambium or Cambium’s business generally, without Cambium’s prior written consent. Supplier shall maintain all records related to Products, Services and this Order, as required by this Order, law, rule, or regulation.
25.4 Supplier may not assign this Order or any of its rights or obligations hereunder, or subcontract any of its obligations under this Order, without the prior written approval of Cambium.
25.5 Cambium may assign its rights or obligations under this Order, in whole or in part, without the need for Supplier’s approval and at no additional cost to Cambium or to the assignee.
25.6 Supplier retains responsibility for all Services subcontracted under this Order and will fully defend, indemnify and hold harmless Cambium against any liability for Damages caused by the acts or omissions of Supplier’s subcontractors.
25.7 Nothing in these terms and conditions shall limit either party’s liability for death or personal injury resulting from their negligence or for fraud.
25.8 Subject to Condition 25.7, Cambium shall not be liable for indirect or consequential damages, including, without limitation, lost profits. Cambium’s total liability for damages under this order shall not exceed the price allocable to the specific products or services giving rise to the claim.
25.9 Any notice, approval or consent required or permitted under this Order shall be in writing and will be deemed to have been duly given if mailed by registered or certified mail, postage prepaid, or delivered by overnight courier service with tracking capabilities to the respective addresses of the parties set forth in this Order (or such other addresses a party may designate in writing).
25.10 Nothing in these terms or the Order shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and neither party shall have authority to bind the other in any way. Supplier is an independent contractor in the performance of its obligations under this Order, and Cambium is to have no control over the methods and means Supplier uses to fulfil its obligations under this Order. Neither Supplier nor its employees shall be considered employees of Cambium or entitled to participate in any Cambium employee benefits or plans of any kind.
25.11 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under the Order or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
25.12 A person who is not a party to eh Order has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Order but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
25.13 This Order constitutes the entire agreement and understanding of the parties relating to the subject matter of this Order and supersedes any previous agreement or understanding between the parties in relation to such subject matter. In entering into the Order, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to the Order or not) other than as expressly set out in the Order. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Clause it might otherwise have had in relation to any of the foregoing. Nothing in this Condition 25.13 shall limit or exclude any liability for fraud.
25.14 If any provision of these terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties.
25.15 For a period of 1 year after the Acceptance Date, Supplier shall not actively recruit, induce, or solicit for hire or employment, whether directly or indirectly, any Cambium personnel associated with this Order other than by means of a national advertising campaign open to all comers and not specifically targeted at any of the staff of the other party.