| bb8b4c59460e58b7… | The arbitration must take place in Dover, Delaware, before a single arbitrator experienced in complex technology transactions so that the proceeding uses the specified location and decision-maker qualifications. | active | contextual | yes | |
| 1dbfea2d89adbee3… | Any Dispute must be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect so that dispute resolution follows the specified arbitral forum and rules. | active | contextual | yes | |
| 2118289b4d45d549… | The Agreement, each Order, and all Disputes are governed by and construed under the laws of the State of Delaware, U.S.A., without regard to conflicts-of-laws principles so that Delaware law controls the contractual relationship. | active | contextual | yes | |
| d253546343426cc8… | The term “Disputes” is defined as any dispute, claim, or controversy arising out of or relating to the Agreement or any Order so that the governing-law and arbitration provisions apply to that defined category. | active | contextual | yes | |
| 1201f1bd4c1fc248… | Each party must comply with Applicable Law concerning bribery and corruption throughout the Agreement so that anti-bribery and anti-corruption obligations are satisfied. | active | contextual | yes | |
| 5e99a1a0cf7e0f4d… | Zeroth may terminate the Agreement and any Order and stop providing Services when the Customer appears on an official sanctions list or when providing Services to the Customer is otherwise prohibited so that Zeroth can comply with legal restrictions. | active | contextual | yes | |
| 102a949ff59d283c… | Customer must not export or transmit any part of the Services or Confidential Information to any restricted entity or country without prior consent so that export-control and sanctions regulations from U.S. authorities are observed. | active | contextual | yes | |
| 932089462ae7753d… | No act, usage, or custom other than the specified signed writing will be deemed to amend or modify the Agreement. | active | contextual | yes | |
| 59a3afb34cc6468c… | The Agreement may be modified or amended only by a writing signed by a duly authorized representative of each party that expressly states the sections being modified. | active | contextual | yes | |
| 15ada3dd132ca5b2… | The Agreement constitutes the entire agreement and understanding among the parties and supersedes all prior oral or written agreements and understandings relating to its subject matter. | active | contextual | yes | |
| 07bdaeea6d2b6250… | The Agreement may be signed in any number of counterparts, and each counterpart is treated as an original with the same effect as if all signatures were on the same instrument. | active | contextual | yes | |
| 04f16397eb35a13b… | When one provision is held invalid, illegal, or unenforceable, the remaining provisions of the Agreement continue in full force and effect. | active | contextual | yes | |
| 288a517fde1c064d… | If any provision of the Agreement is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that provision must be changed and interpreted to accomplish its objectives to the greatest extent possible under Applicable Law. | active | contextual | yes | |
| 07b15b8efa2b4768… | The surviving provisions of the Agreement apply to each party’s respective Affiliates, successors, and permitted assigns after expiration or termination. | active | contextual | yes | |
| effe259dc6bdd536… | All provisions of the Agreement that expressly survive, or by their nature should extend beyond expiration or termination, remain in full force and effect after the Agreement ends. | active | contextual | yes | |
| 4d3b6296309ae16f… | A single or partial exercise of any right, remedy, power, or privilege under the Agreement does not preclude further exercise of that or any other right, remedy, power, or privilege. | active | contextual | yes | |
| cfe5b4d645c73bf8… | A party’s failure or delay in exercising any right, remedy, power, or privilege under the Agreement does not operate as a waiver of that right, remedy, power, or privilege. | active | contextual | yes | |
| 504b79bdff8d4123… | A waiver of any provision of the Agreement is effective only if it is explicitly set forth in writing and signed by the waiving party. | active | contextual | yes | |
| e878c72f0424ff10… | Each party irrevocably waives any right to a trial by jury in any proceeding relating to the Agreement so that disputes proceed without jury adjudication. | active | contextual | yes | |
| a103c196a1ed10b6… | Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction so that the arbitration award can be judicially enforced. | active | contextual | yes | |
| 623001251a9b83fc… | The arbitration must take place in Dover, Delaware, before a single arbitrator who is experienced in complex technology transactions so that disputes are heard in the specified forum by a qualified decision-maker. | active | contextual | yes | |
| 76c4b0a0f3fddb8c… | Any Dispute must be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. | active | contextual | yes | |
| 4de389c5b6933b35… | The term “Disputes” collectively means any dispute, claim, or controversy arising out of or relating to the Agreement or any Order. | active | contextual | yes | |
| 604865a0efa93dcd… | The Agreement, each Order, and all related disputes are governed by and construed under the laws of the State of Delaware, U.S.A., without regard to conflicts-of-laws principles. | active | contextual | yes | |
| 7f01676c1a96e180… | The anti-bribery representation does not include reasonable gifts and entertainment provided in the ordinary course of business when those gifts and entertainment are permitted by Applicable Law. | active | contextual | yes | |
| c1439518587a54ae… | Each party must promptly notify the other party if it learns of any violation of the anti-bribery representation so that potential misconduct is disclosed without delay. | active | contextual | yes | |
| 03dc437eba8fd1a1… | As of the Effective Date and each Order date, each party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s personnel or Affiliates in connection with the Agreement. | active | contextual | yes | |
| 25b50111f79329b1… | Each party must comply with Applicable Law concerning bribery and corruption throughout performance of the Agreement so that anti-bribery and anti-corruption obligations are met. | active | contextual | yes | |
| c46ebaa31cf36874… | Zeroth may terminate the Agreement and any Order and stop providing Services when Customer appears on an official sanctions list or when providing Services to Customer is otherwise prohibited. | active | contextual | yes | |
| c477e6ad528eea5c… | Customer must not export or transmit any part of the Services or Confidential Information to any restricted entity or country without prior consent so that export-control and sanctions regulations are observed. | active | contextual | yes | |
| 11eebd83ec156ed1… | Each party must promptly notify the other party if it learns of any violation of the anti-bribery and anti-corruption commitments stated in the agreement. | active | contextual | yes | |
| b1f70618784a2d3f… | As of the Effective Date and each Order date, each party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s or its affiliates’ personnel in connection with the agreement. | active | contextual | yes | |
| 646e8c898ca073cf… | Zeroth may terminate the agreement and any order, and may stop providing services, if Customer is on an official sanctions list or if providing services to Customer is otherwise prohibited. | active | contextual | yes | |
| 4526f1e81261532d… | Without prior consent, Customer may not export or transmit any part of the Services or Confidential Information to any restricted entity or country. | active | contextual | yes | |
| 49c91e4181ff8652… | The required export-law compliance includes regulations from the U.S. Department of Commerce, the U.S. Department of State, and the Enhanced Proliferation Control Initiative. | active | contextual | yes | |
| cb113ceca2260293… | All insurance policies required under this agreement section must be issued by insurance companies with a Best’s rating of at least A-VII. | active | contextual | yes | |
| 8becea97ff7a147e… | The non-solicitation restriction applies to Zeroth personnel who are currently employed or engaged, or who were employed or engaged within the prior twelve months, by Zeroth or its subcontractors and who were involved in the services or performance of the agreement. | active | contextual | yes | |
| 03dffed9bd421a4a… | During the agreement term, Customer may not directly or indirectly recruit or solicit Zeroth personnel for employment or independent contractor engagement, unless Zeroth gives prior written authorization, except for general advertisements not specifically directed to any person. | active | contextual | yes | |
| b47f604aff8c4251… | Neither party is liable for matters beyond that party’s reasonable control, regardless of cause, liability theory, or whether the party had been advised that such damages were possible. | active | contextual | yes | |
| f34b33821c7879c0… | Neither party is liable, to the fullest extent allowed by law, for incidental, consequential, cover, special, or other indirect damages, including lost profits, lost revenues, business interruption, loss of data, loss of goodwill, work stoppage, or inaccuracy of results, regardless of cause or liability theory. | active | contextual | yes | |
| 8c5585fa1c845b1d… | An indemnified party’s failure to provide a Claim Notice under Section 11.3 does not eliminate the indemnifying party’s underlying liability, except that the indemnifying party is not liable for Losses directly caused by a delayed notice when the delay materially prejudices the defense of the Third-Party Claim. | active | contextual | yes | |
| e30c6e5ef1a95082… | Zeroth may terminate the agreement and any order, and stop providing services, if Customer appears on an official sanctions list or if providing services to Customer is otherwise prohibited. | active | contextual | yes | |
| 59e8e599230ff924… | The required export-law compliance includes regulations administered by the U.S. Department of Commerce, the U.S. Department of State, and the Enhanced Proliferation Control Initiative. | active | contextual | yes | |
| 1151fa5bdd374691… | The non-solicitation restriction does not prohibit general advertisements that are not directed specifically to any person or persons. | active | contextual | yes | |
| 3d0dd86d9635925d… | During the agreement term, Customer must not directly or indirectly recruit or solicit Zeroth personnel for employment or independent contractor engagement, or assist others in doing so, unless Zeroth gives prior written authorization. | active | contextual | yes | |
| 1b183c32b3543272… | Neither party is liable for any matter beyond that party’s reasonable control, to the fullest extent permitted by applicable law and regardless of cause or theory of liability. | active | contextual | yes | |
| e198130142766068… | Each party must promptly notify the other party if it learns of any violation of the anti-bribery and anti-corruption commitments stated in this section. | active | contextual | yes | |
| a3451c7df60fe436… | As of the Effective Date and the date of each Order, each party represents that it has neither received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s or its Affiliates’ employees, agents, or representatives in connection with the agreement. | active | contextual | yes | |
| f62271451eccdf82… | Each party must comply with applicable law concerning bribery and corruption. | active | contextual | yes | |
| cc3303734d82142b… | If Customer appears on any official sanctions list, or if providing Services to Customer is otherwise prohibited, Zeroth may terminate the agreement and any Order and stop providing Services. | active | contextual | yes | |