1. Rider to Master Terms and Conditions for U.S. Government End Users (“Rider”)
2. Master Terms and Conditions
3. A Purchase Order submitted by Customer to Carahsoft incorporating the terms of this Agreement which is accepted by Carahsoft Service Provider (GDT) Affiliate.
The Carahsoft Rider contains mandatory terms for all public sector contracts (i.e. GSA, SEWP, NASPO, Open Market orders, etc.). By signing this document, you agree to the incorporation of these terms into all purchase orders placed by Carahsoft on behalf of Public Sector Entities who buy through Carahsoft and/or Carahsoft’s prime contractors. These terms will take precedence over any conflicting terms in your Commercial Supplier Agreement (i.e. End User License Agreement, EULA, Master Service Agreement, or similar document) with Public Sector Entities. These terms will also take precedence over any conflicting terms contained within the Manufacturer Agreement (i.e. Channel Agreement, Distributor Agreement, Aggregator Agreement, Reseller Agreement, VAD Agreement, VAR agreement, or similar document) you may have in place with Carahsoft Technology Corp., if applicable. Lastly, these terms will take precedence over any conflicting terms in any Statement of Work (or similar document) you may have in place with Carahsoft Technology Corp. A Public Sector Entity (“Licensee”) is defined as one of the following:
Carahsoft Rider for Public Sector Agencies
1. Applicability. The terms and conditions in the Manufacturer Agreement and Commercial Supplier Agreement are hereby incorporated by reference to the extent that they are consistent with applicable public sector law (e.g., the Anti-Deficiency Act (31 U.S.C. § 1341(a)(1)(B)), the Contracts Disputes Act of 1978 (41. U.S.C. § 601-613), the Prompt Payment Act, 28 U.S.C. § 516 (Conduct of Litigation Reserved to Department of Justice (DOJ), and 28 U.S.C. § 1498 (Patent and copyright cases)). To the extent the terms and conditions in the Manufacturer's Agreements or Commercial Supplier Agreement are inconsistent with applicable public sector law (i.e. See FAR 12.212(a)), they shall be deemed deleted and unenforceable under any resultant orders or contracts with Carahsoft.
2. Contract Formation. Subject to FAR Sections 1.601(a) and 43.102, the Commercial Supplier Agreement must be signed by a duly warranted contracting officer, in writing. The same requirement applies to Commercial Supplier Agreement modifications affecting the rights of the parties. All terms and conditions intended to bind the Public Sector Entity must be included within the contract signed by the Public Sector Entity
3. Termination. If a Public Sector Entity cancels or terminates its corresponding order with Carahsoft, Carahsoft’s reseller partner or a higher tier prime or subcontractor, as applicable, then Carahsoft will have the right to cancel the related order with Manufacturer in the same manner as the cancellation or termination is presented by the Public Sector Entity. In such a cancellation event, Carahsoft will notify Manufacturer as soon as reasonably possible on the specific details of the order cancellation.
• Carahsoft may request cancellation or termination of the Commercial Supplier Agreement and applicable Public Sector Entity purchase order on behalf of the Manufacturer if such remedy is granted to it after conclusion of the Contracts Disputes Act dispute resolutions (or applicable dispute resolutions process) or if such remedy is otherwise ordered by applicable jurisdictional court.
4. Consent to Government Law / Consent to Jurisdiction. Subject to the Contracts Disputes Act of 1978 (41. U.S.C §§ 7101-7109), Federal Tort Claims Act (28 U.S.C. §1346(b)), or applicable dispute resolution process.
5. Dispute Resolution and Venue. Any disputes relating to the Commercial Supplier Agreement shall be resolved in accordance with the FAR, the Contract Disputes Act, 41 U.S.C. §§ 7101-7109, or applicable dispute resolutions process.
6. Customer Indemnities. All Commercial Supplier Agreement clauses referencing Customer Indemnities are hereby deemed to be deleted.
7. Contractor Indemnities. All Commercial Supplier Agreement clauses that (1) violate applicable judicial department’s right (i.e. 28U.S.C. 516) to represent the Government in any case and/or (2) require that the Government give sole control over the litigation and/or settlement, are hereby deemed to be deleted.
8. Renewals. All Manufacturer Agreement and Commercial Supplier Agreement clauses that violate the Anti-Deficiency Act (31 U.S.C. 1341, 41 U.S.C. 11) ban (or similar/applicable ban) on automatic renewal are hereby deemed to be deleted.
9. Future Fees or Penalties. All Commercial Supplier Agreement clauses that violate the AntiDeficiency Act (31 U.S.C. 1341, 41 U.S.C. 11), which prohibits the Government from paying any fees or penalties beyond the Contract amount, unless specifically authorized by existing statutes, such as the Prompt Payment Act, or Equal Access To Justice Act 31 U.S.C. 3901, 5 U.S.C. 504 are hereby deemed to be deleted.
10. Travel and Expenses. Out-of-pocket expenses identified in a quote, statement of work, professional services agreement (or similar agreement) must be submitted for payment no more than sixty (60) days after completion of Services or such payment may be denied. Manufacturer shall ensure that travel expenses are incurred in accordance with the limitations set forth in FAR 31.205-46. Manufacturer will provide budgetary estimates for all travel and expense fees on its quotes (or Statement of Works/Professional Service Agreements) to Carahsoft.
11. Limitation of Liability: Subject to the following:
• Public Sector Entity shall not be liable for any indirect, incidental, special, or consequential damages, or any loss of profits, revenue, data, or data use. Further, Public Sector Entity shall not be liable for punitive damages except to the extent this limitation is prohibited by applicable law. This clause shall not impair the Public Sector Entity’s right to recover for fraud or crimes under applicable fraud statute, such as the False Claims Act, 31 U.S.C. §§ 3729-3733.
12. Public Access to Information. Manufacturer agrees that the Commercial Supplier Agreement contains no confidential or proprietary information and acknowledges the Commercial Supplier Agreement will be available to the public.
13. Confidentiality. Any provisions that require the Licensee to keep certain information confidential are subject to the Freedom of Information Act, 5 U.S.C. §552, and any order by a United States Federal Court.
This Master Products and Services Agreement (the “Agreement”) is made and entered into this ____ day of ____________, 2018, ("Effective Date") by and between GENERAL DATATECH, L.P. and its affiliates and subsidiaries (“General Datatech”), with offices at 999 Metromedia Place, Dallas, Texas 75247 and __________________ (“Client”), with offices at ___________________________________.
IN WITNESS WHEREOF, the duly authorized representatives of the parties hereto have caused this Agreement to be duly executed.
1. General Datatech Responsibilities:
1.1. Services – General Datatech will perform the Services described in this Agreement and any incorporated SOW, PO or other agreement hereafter executed by the parties pursuant to this Agreement; Services may include professional consulting services, managed services, cloud services as well as other support services for Hardware and Software to be provided as reflected in Section 1.2 below.
1.2. Hardware and Software – General Datatech will sell to Client Hardware and Software described in this Agreement and/or any incorporated SOW, PO or other agreement hereafter executed by the parties pursuant to this Agreement. The specific Hardware or Software to be provided as well as the terms and conditions under which such sales shall be accomplished will be more fully set forth in SOW’s, POs or other agreements executed by and between the parties.
1.3. Assignment of Rights and Interests:
1.3.1. Each party acknowledges that the other party will own all rights to all data, information, techniques, methodologies and materials, including any patents, patent rights, copyrights, trademarks, trade secret rights and other intellectual property rights embodied therein, that such party owned prior to the commencement of this Agreement (“Pre-existing Intellectual Property Rights”).
1.3.2. The Parties agree that any patentable or copyrightable material, trade secret, or other intellectual property rights which are based on, are an improvement on, or which relate to General Datatech Pre-existing Intellectual Property Rights that may arise out of the performance of this Agreement or any incorporated SOW, PO or other agreement associated with this Agreement by General Datatech (the “Improvements”) to the extent that such improvements do not contain any proprietary or confidential material of Client shall be the sole and exclusive property of General Datatech.
1.3.3. The parties agree that any patentable or copyrightable material, trade secrets or other intellectual property rights which are based on, are an improvement on, or which directly relate to Client’s Pre-existing Intellectual Property Rights that arise out of the performance of this Agreement or any incorporated SOW, PO or other agreement associated with this Agreement by Client, General Datatech or General Datatech personnel (“Client’s Related Rights”) shall be the sole and exclusive property of Client.
1.3.4. In the event General Datatech Pre-existing Intellectual Property Rights or Improvements thereto (collectively “General Datatech Related Rights”) are incorporated into the work product provided under this Agreement or are necessary for Client to use such work product, General Datatech hereby grants a royalty-free, irrevocable, worldwide, nonexclusive, perpetual license to Client to use, disclose, reproduce, sublicense, modify, prepare derivative works from, perform and display General Datatech Related Rights for the sole purpose of utilizing the work product internally.
1.4. Invoicing – General Datatech shall invoice Client monthly for Services rendered, and for any Software or Hardware sold to Client at the time of any such sales pursuant to applicable SOW’s, PO’s or other agreements unless expressly specified otherwise in an associated agreement by and between the parties. Each invoice will indicate the nature of the Services provided and/or the identity and quantity of any specific Hardware of Software sold to Client, as well as the agreement (SOW, PO or other agreement) under which the Services were performed or the Hardware or Software was provided. In addition, General Datatech will invoice Client for all other direct, non-labor charges, if any, incurred by General Datatech. Such charges may include, by illustration, travel, lodging, automobile rental, meals and incidentals, computer time, telephone charges (remote connection to Client’s computer), copy charges, publications (printing, graphics), purchased software, shipping charges, and miscellaneous materials required for General Datatech to perform its obligations under this Agreement.
1.5. Warranty, Disclaimer and Exclusive Remedy:
1.5.1. General Datatech warrants that qualified personnel will perform the Services and that the Services will be of the kind and quality described in the Agreement and associated SOW.
1.5.2. With regard to any Hardware, Software or Cloud Services (“Products”) hosted or manufactured by a third party and purchased by Client from General Datatech pursuant to this Agreement and any associated agreement including but not limited to any incorporated SOW, PO, General Datatech will pass through and provide a copy of the applicable Hardware warranty, end user Software license agreement and/or Cloud acceptable use policy issued or provided by the manufacturer of said Product upon request by the Client. Client's use of any third party Products is governed by the applicable terms and conditions accompanying such Product. Client is responsible to ensure Client is complying with all third-party terms and conditions. General Datatech makes no independent warranty or license with respect to any such Products. Client agrees to look solely to the manufacturer for its warranty and any exclusive remedies with respect to any such Products covered by this Agreement. General Datatech shall not be liable to client or to any third party for any interruption in service of any Products or system, directly or indirectly arising from Client’s use of (or inability to use) or a third party’s unauthorized use of such Products either separately or in combination with other equipment.
1.5.3. With respect to Managed Services and Cloud Services provided by General Datatech, the parties understand and agree that use of telecommunications and data communications networks and the Internet may not be secure and that connection to and transmission of data and information over the Internet and such facilities provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. Information and data transmitted through the Internet or stored on any equipment through which Internet information is transmitted may not remain confidential and General Datatech does not make any representation or warranty regarding privacy, security, authenticity, and non-corruption or destruction of any such information. General Datatech does not warrant that the Services or Client’s use will be uninterrupted, error-free, or secure. General Datatech shall not be responsible for any adverse consequence or loss whatsoever to Client's (or its users’ or subscribers’) use of the Internet. Use of any information transmitted or obtained by Client using the General Datatech’s network or the Internet is at Client's own risk. General Datatech is not responsible for the accuracy of information obtained through its network, including as a result of failure of performance, error, omission, interruption, corruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of information or facilities, or malfunctioning of websites. General Data does not control the transmission or flow of data to or from Datatech’s network and other portions of the Internet. Such transmissions and/or flow depend in part on the performance of telecommunications and/or Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt Client's connections to the Internet. General Datatech does not represent or warrant that such events will not occur and General Datatech disclaims any and all liability resulting from or related to such acts or omissions.
1.5.4. In all situations involving performance or nonperformance of Professional Service by General Datatech under this agreement, Client’s sole and exclusive remedy is to (1) require re-performance of the Professional Services to Client’s reasonable satisfaction; (2) in the event re-performance is not satisfactory by this standard, Client may terminate the applicable order claimed to have been breached by written notice to General Datatech and may receive a pro rata refund of any pre-paid service fees, less any sums due and owing to General Datatech upon return of the work product and documentation.
1.5.5. In all situations involving performance or nonperformance by General Datatech for Managed Services or Cloud Services under this agreement, Client’s sole and exclusive remedy and any service level objectives shall be set forth in the Client SOW.
1.5.6. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, GENERAL DATATECH EXTENDS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EITHER TO CLIENT OR TO THIRD PARTIES, FOR ANY PRODUCTS OR SERVICES PROVIDED TO CLIENT UNDER THIS AGREEMENT OR ANY ASSOCIATED OR INCORPORATED AGREEMENT, INCLUDING ANY SOW OR PO.
1.6. Insurance - General Datatech will maintain insurance coverages as represented in the Certificate of Insurance attached in Exhibit A.
2. Client Responsibilities:
2.1. Payment and Terms of Sale – Client shall pay all amounts invoiced by General Datatech, regardless of the expiration or termination of this Agreement or any incorporated SOW, PO or other agreement or proposal associated with this Agreement, without right of set-off within thirty (30) days of the date of the invoice. All amounts not paid when due will incur a late fee computed at the rate of 1.5% per month (18% per annum) or the lesser maximum rate permissible by law until the unpaid amounts are paid in full. Client will promptly reimburse General Datatech for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by General Datatech in connection with collecting any overdue amounts. These terms supersede any/all previous oral and/or written instructions or agreements, including Client SOW’s or PO’s. General Datatech specifically reserves the right to assign all or any part of the proceeds of this Agreement to a third party. All goods are shipped FOB Shipping Point. Transportation costs are paid by the Client and title passes when the carrier takes possession of the goods.
2.2. Taxes – The charges by General Datatech under this Agreement and related agreements do not include taxes or duties. If General Datatech is required to pay or collect any federal, state, local, value added, goods and services, or any other similar taxes or duties based on Services provided or sales of Hardware or Software under this Agreement, then such taxes and/or duties shall be invoiced to and paid by Client; this shall not apply to taxes based on General Datatech income.
2.3. Cooperation – Client agrees that where participation by its own staff is necessary to General Datatech’s provision of the Services or its other performance obligations under this Agreement, such staff shall possess the appropriate skills, experience and authority for the tasks assigned to them and shall be available at such times as are agreed by the parties. Client agrees to designate a member of its staff who shall have the authority to represent Client on all technical and staffing matters relating to the Services, Hardware or Software to be provided. Client will allow General Datatech consultants, technicians and all other employees working under this Agreement all public holidays as recognized by Client. If monthly rates are used, these monthly rates are inclusive of all public holidays recognized by Client.
2.4. Client will provide General Datatech with: a) a safe and suitable environment in which to perform its obligations under this Agreement, b) full and free use of data communications/telecommunication facilities as necessary to perform such obligations, and c) the right, under Client’s license or agreement with each third-party licensor of software utilized by Client and relating to the Agreement, for General Datatech to perform its obligations with respect to such software. Client shall indemnify and hold harmless General Datatech from all costs, claims, expenses, damages, and/or liability that General Datatech incurs as a result of any failure or claimed failure by Client to provide the rights or fulfill its obligations referenced in this Section 2.3.
3. Limitation of Liability & Indemnification:
3.1. the cumulative aggregate liability of General Datatech for all losses, claims, suits, controversies, breaches, attorneys’ fees, or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement or any relevant Agreement) and regardless of THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, UNDER ANY STATUTE, OR OTHERWISE, shall be limited to the repair, replacement or correction of the Services OR HARDWARE OR SOFTWARE or, if General Datatech reasonably determines IN ITS SOLE DISCRETION that such remedy is not economically or technically feasible, to THE LESSER OF (i) THE AMOUNT PAID BY CLIENT UNDER THE TERMS OF THIS AGREEMENT FOR THE SERVICES OR HARDWARE AND SOFTWARE during THE TWELVE (12) MONTHS PRECEDING THE CLAIM,; OR (II) the maximum limits of ANY OF general datatech’s APPLICABLE insurance coverage.
3.2. In no event shall General Datatech OR CLIENT be liable for any consequential, indirect, incidental, special or punitive damages of any kind or nature whatsoever, however caused and on any theory of liability arising from the Agreement giving rise to the liability, including, without limitation, lost profits or goodwill or lost revenues or loss of records or data, regardless of whether arising from breach of contract, tort, strict liability, NEGLIGENCE or otherwise, even if General Datatech OR CLIENT has, or should have, any knowledge, actual or constructive, of the possibility of such loss or damages or if such loss or damage could have been reasonably foreseen.
3.3. EXCEpt TO THE EXtENT NOT PROHIBITED BY LAW, CLIENT agrees to indemnify and hold HARMLESS GENERAL DATATECH, ITs officers, DIRECTORS, agents and employees from any liability, loss, assessment or damage they may suffer as a result of claims, ACTIONS, demands, costs or judgments against them arising out of the MISuse by CLIENT of the results obtained from the activities performed by GENERAL DATATECH UNDER this Agreement. notwithstanding the foregoing, any liability, loss or damage resulting from the negligence or willful malfeasance of any officer, DIRECTOR, agent or employee of GENERAL DATATECH is excluded from this Agreement to indemnify and hold harmless.
4. General Terms:
4.1. This Agreement shall commence when fully executed by the parties hereto and shall remain in effect until terminated by either party upon thirty (30) days prior written notice provided that no associated or incorporated agreement including but not limited to SOW or PO is in effect. Termination of any associated SOW shall be governed by the termination clause in such SOW.
4.2. In the event of any failure to make a payment due hereunder, the insolvency of Client, the filing of a petition in bankruptcy by or against Client, the appointment of a receiver for Client, an assignment for the benefit of creditors of Client, or the Client’s failure to meet any of its responsibilities hereunder, General Datatech may terminate this Agreement or any associated or incorporated agreements, refuse to provide or suspend Services thereunder, cancel or suspend any orders for Hardware of Software and exercise any or all other rights and remedies provided by law.
4.3. The following provisions shall survive the termination of this Agreement: Sections 1.1, 1.2, 1.3, 1.5, 2.1, 2.4, 3.1, 3.2, 3.3, 4.4 and 4.12.
4.4. Client recognizes that General Datatech has made a substantial investment in recruiting and/or retaining employees, contractors and/or other resources. As such, during the term of this Agreement and for 12 months thereafter, Client agrees that it shall not, directly or indirectly hire or retain for employment (or any other professional relationship, contractor association, etc.) any employee or contractor of General Datatech who was involved in the services performed hereunder. If during the term of this Agreement or for twelve months thereafter, Client directly or indirectly retains the services (whether as an employee, independent contractor, or otherwise) of any employee or contractor of General Datatech who was involved in the services provided hereunder or who otherwise provided services for Client on behalf of General Datatech, Client agrees that General Datatech will be damaged, but that the amount of this damage will be difficult to determine. Accordingly, Client agrees that for each such General Datatech employee or other professional hired by Client, Client will pay General Datatech an amount equivalent to one year of the employee’s or other individual’s salary or other compensation.
4.5. In performing this Agreement, General Datatech is acting as an independent contractor and not as an employee or agent of Client. There is no relationship of agency, partnership, joint venture, employment or franchise between the parties. Each party agrees that it has no authority hereunder to assume or create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other party
4.6. General Datatech staff performing the Services and/or selling Hardware or Software to Client shall at all times remain under the direction and control of General Datatech. General Datatech reserves its rights to replace any General Datatech employee with another of like qualifications and experience. Reasonable notice will be given when such replacement is required and General Datatech shall endeavor to maintain continuity of effort. For purposes of this Agreement, General Datatech shall be permitted to subcontract portions of its obligations under this Agreement including the Services to be performed under this Agreement to third parties.
4.7. The obligations of either General Datatech or Client (except Client’s payment obligation) hereunder shall be suspended to the extent that such party is hindered or prevented from complying therewith because of labor disturbances, acts of God, fires, storms, accidents, riot, governmental regulations, cyber attacks, telecommunications failures, failure of the Internet or other events of a type or magnitude for which precautions are generally not taken in the industry or any cause whatsoever not within its control.
4.8. This Agreement shall be construed in accordance with the internal laws of the State of Texas (irrespective of its choice of law principles). If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force, and the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as to best effect the intent of the parties hereto.
4.9. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for actions for nonpayment, indemnification, or breach of either party’s intellectual property or confidentiality rights, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
4.10. Each party agrees to comply with all relevant laws and regulations of the United States and the country or territory in which the Services are provided, including but not limited to export laws (“Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is: a) exported, directly or indirectly, in violation of Laws, or b) intended to be used for any purposes prohibited by the Laws, including without limitation encryption technology, nuclear, chemical, or biological weapons proliferation.
4.11. Except to the extent not prohibited by law, all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Texas or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. In the event of any dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the other party all of its reasonable attorneys’ fees and costs (including, without limitation, expert costs) incurred in connection with such dispute, including but not limited to all reasonable arbitration costs and expenses.
4.12. Confidentiality – In the course of performing their respective obligations under this Agreement, either party (the “Disclosing Party”) may disclose to the other party (the “Receiving Party”) certain information that the Disclosing Party regards as proprietary and confidential in nature, including but not limited to trade secrets; inventions; innovations; processes; records; business and product processes, methods and customer lists; accounts and procedures; software; products; and, consulting methodologies and specifications owned or licensed by the Disclosing Party and/or used by Disclosing Party in connection with the operation of its business (hereinafter "Proprietary Materials") that may or may not be licensed under separate agreements. The Receiving Party agrees to safeguard and keep confidential the Proprietary Materials, and to use such Proprietary Materials only internally in the course of the Receiving Party’s business. The Receiving Party will limit the use of, and access to, the Proprietary Materials to the Receiving Party's employees whose use of, or access to, the Proprietary Materials is necessary for the Receiving Party's internal business use. The Receiving Party will have in effect, and will enforce, rules and policies designed to protect against unauthorized use or reproduction of the Proprietary Materials and other confidential information, including instruction of and written agreements with the Receiving Party’s employees and contractors to insure that they use and protect the Proprietary Materials in a manner which protects the Disclosing Party’s proprietary rights. The Receiving Party shall not provide access to the Disclosing Party’s Proprietary Materials to any third party unless such third party has signed a confidentiality agreement with the Disclosing Party. The Receiving Party shall have no obligation of confidentiality with respect to Proprietary Materials that: (i) were rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party; (ii) were, or subsequently become, legally and publicly available without breach of this Agreement; (iii) are rightfully obtained by the Receiving Party from a source other than the Disclosing Party without any obligation of confidentiality; (iv) are developed by or for the Receiving Party without use of the Proprietary Materials and such independent development can be shown by documentary evidence; (v) become available to the Receiving Party by wholly lawful inspection or analysis of products offered for sale; (vi) are transmitted by a party after receiving written notification from the other party that it does not desire to receive any further Proprietary Materials; or (vii) are disclosed by the Receiving Party pursuant to a valid order issued by a court or government agency, provided that the Receiving Party provides the Disclosing Party (a) prior written notice of such obligation and (b) the opportunity to oppose such disclosure or obtain a protective order.
4.13. Assignment. Neither party may assign this Agreement without the expressed prior written consent of the other party, such consent shall not be unreasonably withheld. This Agreement shall apply to, bind, and inure to the benefit of, any permitted transferees, assignees or successors, all of whom shall execute counterparts of this Agreement, and Client shall remain liable for the payment of all charges due under each Statement of Work, PO, or otherwise due or to become due under this Agreement.
4.14. This Agreement, and any incorporated SOW, PO or other proposal or agreement executed by and between the parties pursuant to this Agreement as well as General Datatech invoices arising thereunder, constitute the complete and exclusive statement of the parties’ agreement about the Services to be performed and Hardware or Software to be provided under the Agreement(s), and supersede all prior communications relating to the subject matter of the Agreement(s). Additional or conflicting terms of any current or future Client SOW, PO or other agreement are hereby rejected. This Agreement can be modified only in writing signed by an authorized signatory of each of the parties. The section titles contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Both General Datatech and Client have read this Agreement, understand it, and accept its terms. The above signed each represent and warrant that he or she has authority to enter into and execute this Agreement on behalf of the party for whom he or she is signing.
IN WITNESS WHEREOF, authorized representatives of Customer and Carahsoft Service Provider (GDT) have read the foregoing Master Product Service Agreement, Addendum to Master Terms and Conditions for Government Cloud Services Public Rider and AUP and agree to be bound thereby as of the Effective Date.