Terms & Conditions of Purchase (April 10, 2018)

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Terms & Conditions of Purchase

Effective April 10, 2018.

The following terms & conditions of purchase will apply in each applicable instance.

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Marketing Content Terms & Conditions

- If you are providing Marketing Content to Logitech, the following terms apply:

1. Definitions
1. 1.1 "Affiliate" means any entity, which is controlled by, controls or is under common control of the entity concerned. For this purpose, the word "control" means the direct or indirect ownership of more than fifty (50%) percent of the voting equity of such entity.
2. 1.2 "Contractor" means you, the entity completing these forms and doing business with the applicable Logitech entity.
3. 1.3 "Logitech" or "Company" means the applicable Logitech entity that is doing business with Contractor, or the Logitech entity that uses the marketing content provided.
4. 1.4 "Work" shall mean the Contractor's video, photography, and other artwork that is provided pursuant to Contractor's responsibilities listed herein, and any material based thereon or derived therefrom.
5. 1.5 "Territory" shall mean worldwide.
2. Work
Contractor shall create and provide the Work to Company and its Affiliates in accordance with the details described on a Statement of Work ("SOW") that will reference this Agreement. The terms and conditions of this Agreement apply to all Works that are commissioned by Company during the Term.
3. Contractor Responsibilities
With respect to the Work commissioned during the Term, Contractor shall: (a) deliver the Work to Company on a timely basis in the formats requested by Company; (b) prior to delivery of the Work, obtain from any and all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Work, such written and signed licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for Company, its Affiliates, and their licensees to exercise its rights in the Work, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and (c) provide Company with an executed copy of each such Permission.
4. Grant of Rights
Contractor hereby grants to Company and its affiliates, and each of their respective direct and indirect, licensees, successors, and assigns (collectively, "Licensee"), a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Work, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, Contractor agrees that the foregoing grant includes the rights: (a) to modify, edit, combine with other materials, translate, include in collective works and create derivative works of the Work (collectively, "Adapt", and "Adapted" and "Adaptation" have correlative meanings); and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Work, in whole or in part, and as provided by Contractor unmodified or Adapted.
5. Ownership
Contractor will own and retain all right, title, and interest in and to the Work, subject to the license granted in Section 4. Licensee will own and retain all right, title, and interest in and to all Adaptations of the Work made by, or by any third party for the benefit of, Licensee, subject to Contractor's rights in the underlying Work.
6. Use of Contractor's Name, Likeness, and Information
Contractor hereby grants to Company and its Affiliates, and each of their respective successors, licensees, and assigns, the right to use Contractor's name, image, likeness, and biographical and professional information (including information Contractor provides to Company and any other information about Contractor that is publicly available) in connection with the Work and any adaptations, including to advertise and promote the Product. Company shall have the right, but not the obligation, to attribute the Work in connection with any publication of such Work.
7. Term
This Agreement shall commence upon the Effective Date and shall continue until terminated in accordance with the terms of this Agreement. If either party materially breaches this Agreement, the non-breaching party may provide written notice of such breach to the breaching party. If such breach is not cured within ten (10) days' of the breaching party's receipt of notice, the non-breaching party may immediately terminate this Agreement.
8. Payment
1. 8.1 Contractor will issue Company an invoice upon delivery of the Work. Company will make payment within sixty (60) of Company's timely receipt of Work that complies with the criteria and a valid invoice therefor. Any payment schedules agreed to by the parties shall be detailed in the applicable SOW.
2. 8.2 Company's payment obligation is conditioned on its receipt of a properly completed IRS Form W-9. In addition, Company is not obligated to pay Contractor for any Work that is delivered late or does not comply with the criteria for such Work as set forth in the applicable SOW unless Company publishes the Work as it may decide in its sole discretion.
9. Representations and Warranties
Contractor represents and warrants that:
1. 9.1 The Work: (a) is Contractor's sole and original creation; (b) has not been, and prior to Company's publication thereof will not be, published or otherwise made publicly available, in whole or in part; (c) is not libelous or otherwise defamatory; and (d) does not, and use thereof will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
2. 9.2 Contractor has the full right, power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby,
3. 9.3 Company shall not be required to make any payment or deliver any other consideration for any third party.
10. Indemnification and Limitation of Liability
Contractor shall indemnify, defend, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any material breach by Contractor of its representations, warranties, or other obligations hereunder.
11. Confidentiality
1. 11.1 By virtue of this Agreement, the Parties may have access to information that is confidential to the other Party, which is specifically marked or identified as confidential at the time of disclosure ("Confidential Information"). Confidential Information will not include information which: (a) is or becomes publicly available through no act or omission of the other Party; (b) was in the other Party's lawful possession prior to the disclosure and was not obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on disclosure; or (d) is independently developed by the other Party.
2. 11.2 Each party will not use the other party's Confidential Information except as necessary for the performance of this Agreement and will not disclose such Confidential Information to any third party except to those that need to know such Confidential Information for the purpose of performing this Agreement. Each party will use all reasonable efforts to maintain the confidentiality of all such Confidential Information in its possession or control, but in no event less than the efforts that such party ordinarily uses with respect to its own proprietary information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors.
12. Relationship of the Parties
1. 12.1 Contractor is an independent contractor of Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Contractor and Company for any purpose. Contractor has no authority (and shall not hold itself out as having authority) to bind Company and shall not make any agreements or representations on the Company's behalf without Company's prior written consent.
2. 12.2 Contractor is not eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Company to its employees.
3. 12.3 Company is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Contractor's behalf. Contractor is solely responsible for all such taxes or contributions, including penalties and interest.
13. Miscellaneous
1. 13.1 This Agreement is personal to Contractor. Contractor shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
2. 13.2 This Agreement will be governed by and construed in accordance with the laws of California, without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the County of Santa Clara, California in any legal suit, action, or proceeding arising out of or related to this Agreement or any Work.
3. 13.3 This Agreement, including all SOWs, constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. Any waiver or amendment of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties.
4. 13.4 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
5. 13.5 All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or in the U.S. mails, postage prepaid, certified or registered, return receipt requested, and addressed to Logitech at Logitech, 7700 Gateway Blvd., Newark, CA 94560, Attn: General Counsel and addressed to Contractor at the address listed in the Logitech Global Supply Enrollment Package.

Exclusive Athlete Promotion Terms & Conditions

- If you are an athlete, providing endorsements for Logitech brands, the following terms apply:

1. Promotional Activities
1. a. Promotional Activities. You (hereafter "Athlete") hereby grants to Logitech Europe S.A. or one of its affiliates (individually, or collectively, the "Company"), its affiliates, distributors, dealers and its agents a non-transferable, royalty-free, fully paid-up, worldwide right and license to use and exploit the Athlete's name, initials, character, likeness, appearance, photographs, voice, gestures, mannerisms, video, biography, Athlete's written and oral statements and Personal Endorsements (as described below) and any material based thereon or derived thereon (collectively, the "Property") in connection with the Company's Promotional Activities (as defined below). Company intends to limit the use of the Property in print, electronic and video reproductions for use on or in: (a) Company's or Affiliate's web properties including Jaybirdsport.com, dedicated web pages, and social media channels such as Facebook, Instagram, Twitter and YouTube, (b) marketing materials, publications, articles, press releases and other marketing and public relations efforts, including advertisements (c) tradeshow booths, point of purchase displays and other displays, (d) product packaging, (e) presentations and promotional videos, (e) screen shots or marketing collateral for use in retail stores, trade shows and other venues, (f) audiovisual instructional materials regarding the Products, including materials made available on the Internet or via broadcast, cable, satellite, Internet television and through iTunes or other music services for use with smartphones, tablets or other mobile devices ((a) through (f), together, the "Promotional Activities"). "Affiliates" means any entity which is controlled by, controls or is under common control of Company, where "control" means the direct or indirect ownership of more than fifty percent of the entity's voting interests.
2. b. Assistance with Publishers etc. If the necessary rights to any assets, or portions thereof, are held by third parties, Athlete will use commercially reasonable efforts to assist Company in securing the agreement of the third parties to a suitable license or release.
2. Limitation
Jaybird intends to limit the use of the Property to promote the Products.
3. Promotional Services of the Athlete
The Athlete agrees that he or she will perform the following services and any additional services agreed to in a Statement of Work ("SOW") signed by the both of the parties (collectively, "Promotional Services"):
1. a. Personal Endorsements and Athlete Appearances. Athlete will give a written testimonial about the Products or commentary on how the Products allow them to have a better performance. All statements, testimonials and endorsements in connection with this Agreement will be true representations and to the extent that said services purport to reflect the Athlete's opinion and experience, they will reflect his or her true opinion and experience. Athlete agrees that Athlete will not be required to make any statement, testimonial or endorsement unless it is true. It is expressly understood that the Athlete is familiar with the Products. Athlete also agrees to make one (1) personal appearance for a minimum of two (2) hours at a Company event or retail store promotion, product launch event, trade show or consumer related event contingent upon Athletes performance fee. Company shall have no liability, responsibility, or indemnity obligation with respect to any inherent risks associated with athletic activities, even if such risks occur during a photo or video shoot and during a promotional event. However, it shall be within Athlete's sole discretion whether to engage in any particular athletic activity during a photo or video shoot or during a promotional event.
2. b. Content Sessions. Athlete will agree to participate in Content Sessions (e.g., photography and/or video shoot) related to Company's Product packaging and consumer social and/or marketing campaign(s). Content Sessions will be subject to Company's creative direction and to Athlete's availability.
3. c. Use of Products. Athlete will exclusively use and promote the Jaybird wireless buds as their main earbuds in all situations relating to training, running, cycling, fitness, and/or any and all other sports and/or lifestyle activities in which Athlete participates, and, if using over-the-ear headphones, in-ear earphones, wireless portable speakers or internet radios for any public appearances during the term of this agreement, Athlete will use Company Products as opposed to non-Company products.
4. d. Submission of Photographs and Videos. Upon Company's reasonable request, Athlete agrees to submit to the Company a minimum of five (5) Athlete photographs per month. These photographs would include a combination of live and lifestyle settings where the Company products are clearly visible or other Athlete related stock promotional material suitable for print (in high resolution TIFF or JPEG on CD/DVD, print or slide) for use in connection with the Company's Promotional Activities. Athlete grants Company one (1) photo shoot during one Athlete live event during the Term.
5. e. Athlete's Statements and Social. Athlete will use reasonable efforts to support and promote the Products in a positive, professional and ethical manner. Athlete will use best efforts to post something related to Jaybird and the Products on Athlete's social media outlets including but not limited to Facebook, Instagram, Twitter and Periscope. Athlete shall agree to comply with Company's requests and suggestions for the timing of such posts and/or other content on Athlete's social media outlets. Athlete shall also indicate to Jaybird on each social media outlet.
4. Compensation
The Company will compensate the Athlete as follows:
1. a. Fees/Product. Company shall pay the Athlete the fees and/or Product indicated in the applicable SOW.
2. b. Social Media. Company will make reasonable efforts to post something about Athlete and/or Athlete activities.
5. Work for Hire
Athlete understands and agreement that Company and its successor and assigns will own all copyrights and other rights to the Property. The results of all of Athlete's activities hereunder and all proceeds and other results of Athlete's services hereunder will be deemed "work-for-hire" for Jaybird within the meaning of U.S. copyright laws, and Jaybird and its successors and assigns will be the sole and exclusive owners thereof. Athlete irrevocably waives any and all "moral rights" of authors for such Property.
6. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), OR ANY OTHER CAUSE OF ACTION RELATING TO THIS AGREEMENT.
7. Term; Termination
1. a. Term. This Agreement will begin on the Effective Date and will remain in effect for one (1) year.
2. b. Termination. In the case of any material breach of this Agreement by a party, the non-breaching party shall be entitled to terminate this Agreement, provided, however, that before taking action to terminate, the non-breaching party shall first notify the breaching party in writing, specifying the nature of the breach in reasonable detail. The breaching party shall then have thirty (30) calendar days after receipt of notice to cure such breach. In the event such breach is incapable of being cured or is not cured within such thirty (30) day period, the non-breaching party may terminate this Agreement immediately upon written notice. The foregoing cure period shall not apply to any material breach of this Agreement described in Section 6.c.
3. c. Logitech Termination. In the event of Athlete's death, permanent disability, or other incapacity to continue performing Athlete's duties under this Agreement that lasts in excess of thirty (30) consecutive days, including without limitation Athlete undergoing rehabilitation or treatment for substance and/or alcohol abuse, Company may terminate this Agreement with five (5) days' written notice. In addition, Company may immediately terminate the Agreement upon written notice to Athlete and shall have no further obligation to pay Athlete any compensation under the Agreement (other than payments that accrued prior to such breach) in the event of any of the following: (a) Athlete wears, uses, is photographed, drawn, videoed, or otherwise depicted with, or otherwise markets or promotes any competing products, (b) Athlete is arrested or formally charged with any felony or misdemeanor; or (c) Athlete commits an act or omission of moral turpitude, dishonesty, or fraud.
4. d. Use Post Termination. It will not be a material breach of this Agreement if the Athlete's Property appears in the Company's Promotional Activities or Product packaging for up to one (1) year after termination of this Agreement ("Sell-Off Period"), Company will within the Sell-Off Period, cease reproduction of such Property, but all other rights of Company and its Affiliates will survive and continue.
8. Miscellaneous.
1. a. Athlete represents and warrants (i) that it owns or controls one hundred percent (100%) of the copyright in and to the Property, (ii) that it owns or controls all other rights necessary to enter into and to fully perform this agreement, and (iii) no other permission or fee is required to enable Logitech and its Affiliates to freely use the Property as authorized hereunder and the use of the Property will not violate the rights of any third party. If this Agreement is executed on behalf of the Athlete by the Agent, Agent represents and warrants that it has all right and authority to bind the Athlete.
2. b. Athlete agrees to defend, indemnify and hold Logitech and its Affiliates harmless from and against any claims or losses, including attorneys' fees, in connection with any breach or alleged breach of the foregoing representations and warranties.
3. c. Athlete will keep the terms of this Agreement confidential, and will also keep confidential any other non-public information of Company that is designated by Company as confidential or, under the circumstances regarding disclosure, would reasonably be regarded as confidential.
4. d. It is understood and agreed that any services required to be performed by Athlete under this Agreement are services rendered by Athlete as an independent contractor and that Athlete's expertise is the primary reason for this Agreement. It is also understood and agreed that Athlete is not an agent or employee of Company and is not entitled to any salary, pension, insurance coverage, or other benefits, except the compensation expressly provided in this Agreement.
5. e. Company is proceeding in reliance on the terms of this agreement as such terms are specified above. Company will have no obligation to Athlete hereunder in connection with the Property in the event that the Property is not included in or used in connection with the Products or the advertising, packaging or marketing of the Products. Company may assign this Agreement or any of its rights hereunder to any parent, subsidiary or affiliated entity, or to any third party without Athlete's consent, and in such event, Company's successors and/or assigns will be entitled to all rights granted under and by virtue of this agreement.
6. f. Any notice required to be given under the Agreement will be given by email or over-night courier, registered or certified mail, return receipt requested, postage prepaid, addressed to Logitech at 7700 Gateway Boulevard, Newark, CA 94560, Attn: General Counsel or legalnotices@logitech.com, and to Athlete at the address in Part 2 of the GSEP form.
7. g. This Agreement will be governed by and construed exclusively in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal courts located in the Northern District of California, unless no federal subject matter jurisdiction exists, in which case Company consents to exclusive jurisdiction and venue in the Superior Court of Santa Clara County, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
8. h. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
9. i. This Agreement, including all SOWs, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed (which may be by original, facsimile or electronic signature) by duly authorized representatives of both parties.
10. j. This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart.

Manpower Services Terms & Conditions

- If you are providing manpower services to Logitech, the following terms apply:

1. ENGAGEMENT OF SERVICES
1. 1.1 Services, Deliverables. Subject to the terms of this Agreement, you (hereafter, "Contractor") will render the services ("Services") and develop the deliverables ("Deliverables") as requested by any Logitech entity ("Logitech") or its affiliate ("Affiliate") on a project by project basis. Each new project will be described in a Purchase Order ("PO") delivered by Logitech or an Affiliate or, upon request by Logitech or an Affiliate, a statement of work ("SOW") agreed to by both parties. The deadline(s) to deliver the Services and Deliverables will be defined in each PO or, if applicable, each SOW.
2. 1.2 Purchase Order, Statement of Work. Each PO delivered by Logitech or an Affiliate under this Agreement will become effective according to the terms of the PO and be subject to the terms and conditions of this Agreement. Each SOW will become effective and subject to the terms and conditions of this Agreement once mutually agreed and signed by both parties. If a SOW is requested by Logitech or an Affiliate, Contractor agrees that it will not commence work under any SOW prior to receiving both a signed PO issued by Logitech or an Affiliate and a fully executed SOW.
3. 1.3 Term. This Agreement will commence on the Effective Date and will continue unless terminated earlier pursuant to Section 4 below.
2. COMPENSATION
1. 2.1 Compensation. Logitech will pay Contractor a fee according to the schedule of payments set forth in the applicable PO or SOW. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. The rates and fees set forth in a PO or SOW will not be increased for the term of such PO or SOW without Logitech's prior written approval. Contractor warrants that the compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.
2. 2.2 Reimbursement of Approved Expenses. Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines.
3. 2.3 Payment Term. Logitech agrees to pay Contractor on amounts invoiced, within 60 days of receipt of each such invoice. Each invoice must contain a complete description of the work performed and/or Deliverables provided and reference the applicable Logitech PO. If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked.
4. 2.4 Taxes, Labor and other Legal Obligations. Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under this Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables under this Agreement. Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables. Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations. Notwithstanding the foregoing, Contractor shall be responsible for the payment and/or filing of applicable payroll withholding taxes of each Contractor employee on temporary assignment or engagement at Logitech ("Contractor Employee").
3. RELATIONSHIP OF PARTIES AND ADDITIONAL OBLIGATIONS
1. 3.1 Nature of Relationship. Contractor and Logitech are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor will not be supervised by Logitech. Contractor is required to use its discretion in performing the Services, subject to the general direction of Logitech and the express condition that Contractor will at all times comply with applicable law. Contractor is not the agent of Logitech and is not authorized to make any representation, contract, or commitment on behalf of Logitech unless specifically requested or authorized to do so by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under this Agreement. Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest.
2. 3.2 Warranties. Contractor represents and warrants to Logitech that:
  1. a. Contractor has all requisite right and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
  2. b. Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
  3. c. Contractor will perform all Services in a professional and workmanlike manner, in accordance with the best practices of Contractor's industry, and the Services and Deliverables will conform to the applicable specification, PO and/or SOW.
  4. d. Contractor is responsible for the terms of temporary assignment or engagement for each Contractor Employee at Logitech; provided however, Contractor and Logitech review candidates to endure the best qualified fit.
  5. e. Contractor will obtain from each Contractor Employee it assigns at Logitech, (i) his/her assurance and agreement that employment is with Contractor, not Logitech; (ii) Logitech may change the end date of his/her assignment without prior notice; (iii) he/she does not have seniority over other permanent or temporary workers, nor guarantee of being called back to help Logitech in the future; (iv) he/she must comply with all Logitech company policies and failure to do can result in immediate termination; and (v) he/she is not eligible for any Logitech benefits, including but not limited to health plan, retirement plan, paid time off, severance.
  6. f. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
  7. g. Contractor is the sole and exclusive owner of, or has the right to enter into this Agreement on behalf of the owner of, any services or work product provided hereunder and any derivative works thereof prepared by or for Contractor pursuant to this Agreement.
  8. h. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including the United States Foreign Corrupt Practices Act. Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement.
  9. i. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organization); (b) to any political party, official of a political party or candidate; (c) to any intermediary for payment to any of the foregoing; or (d) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States. It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any non-U.S. government or non-U.S. government agency or instrumentality.
3. 3.3 Insurance. Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under this Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability. Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor. Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty (30) days advance written notice of any cancellation or reduction in coverage or limits.
4. 3.4 Conflict of Interest. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of the Services. Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor.
5. 3.5 Indemnification. Contractor agrees to defend, indemnify and hold harmless Logitech, its Affiliates and their respective officers, directors, employees and agents from any and all losses, liabilities or damages that the indemnified parties may incur or suffer and that arise, result from or are related to any breach or failure by Contractor to perform its obligations under this Agreement; and against any action brought by any Contractor Employee and/or any assessment brought by any governing body in connection with payroll withholding taxes of Contractor Employee; and any other liability arising out of the lawful termination of the engagement of the Contractor Employee (by way of redundancy or otherwise by Contractor following early termination or non-renewal of the SOW providing for such funded Contractor Employee).
6. 3.6 Confidentiality.
  1. a. "Confidential Information" means all information relating to the terms and conditions of this Agreement, specifications and information relating to any SOW or PO, and other business and technical information disclosed by Logitech and / or its Affiliates. Confidential Information does not include information that: (1) was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by Contractor from a third party without restriction on use or disclosure, (3) is or becomes generally known to the public through no fault or breach of this Agreement, or (4) is developed independently by Contractor without use of the Confidential Information.
  2. b. Contractor will not use the Confidential Information except as necessary under this Agreement, and will not disclose any portion of the Confidential Information to any other person or entity. Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information.
  3. c. The Confidential Information remains the property of Logitech and/ or its Affiliates, and no license or other rights in the Confidential Information is granted hereby, except those granted expressly herein. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
  4. d. Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten (10) days notice before disclosing such portion to any third party.
  5. e. The obligations of confidentiality set forth in this Section 3.6 will remain in force for three (3) years from the termination of this Agreement.
7. 3.7 Injunctive Relief. Contractor acknowledges that disclosure of any Confidential Information will give rise to irreparable injury to Logitech and/or its Affiliates, which may be inadequately compensable in damages. Accordingly, Logitech and/or its Affiliates may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
8. 3.8 Logitech Property. In the event that Logitech furnishes any of the following items to Contractor in connection with this Agreement, such items shall be referred to herein as "Logitech Property" (regardless of whether such items constitute the Confidential Information of Logitech): any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers (which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like). All Logitech Property is and remains Logitech's sole and exclusive property. All Logitech Property must be kept free of liens and encumbrances. Contractor will use the Logitech Property solely to perform its obligations under this Agreement. All Logitech Property is made available "as is" and with no warranties whatsoever, express or implied. Contractor agrees to deliver promptly to Logitech all Logitech Property and all copies of Logitech Property in Contractor's possession at any time upon Logitech's request. Upon termination of this Agreement for any reason, Contractor agrees to deliver promptly to Logitech, or, at Logitech's option, destroy and provide an officer's certification of such destruction, all tangible items of Logitech Property, together with any other of Logitech's Property then in Contractor's possession, except as Logitech may, by prior written permission, allow Contractor to retain.
9. 3.9 Records and Audit. Contractor will maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Contractor's fees. Contractor will preserve such records for a period of at least two (2) years after completion of the Deliverables. Logitech may audit such records, either through its own representatives or through an accounting firm selected by Logitech, at its own expense, to verify Contractor's fees. Any audit of Contractor's records will be conducted during business hours and in a manner so as not to unreasonably interfere with Contractor's normal business operations. If an audit should disclose an overcharge by Contractor, Contractor will pay to Logitech the amount of the overcharge within ten (10) days from notice thereof.
10. 3.10 Data Processing and Security. To the extent, if any, that Contractor has access to Logitech data, systems or confidential information, Contractor shall be subject to the additional terms set out in the Data Processing and Security Standard Terms attached hereto.
11. 3.11 Ownership. Logitech is the owner of all intellectual property rights to all Deliverables provided hereunder. Contractor agrees to assign and hereby assigns all rights it has or may acquire in the Deliverables produced and provided pursuant to this Agreement, including all intellectual property rights, including moral or publicity rights, therein. Contractor understands that such work product is a "work for hire" and will be the exclusive property of Logitech. Contractor agrees to disclose promptly in writing to Logitech, or any person designated by Logitech, every computer program, trade secret, invention, discovery, improvement, copyrightable material, process, manufacturing technique, formula or know-how, whether or not patentable, copyrightable or otherwise protectable, which is conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Logitech under this Agreement. Contractor will assist and cooperate with Logitech and take such further acts reasonably requested by Logitech to enable Logitech to acquire and perfect its ownership rights in the work produced under this Agreement.
12. 3.12 Intellectual Property Rights. Contractor acknowledges that the intellectual property rights of Logitech and/or its Affiliates, including but not limited to patent, trademark, trade names, copyright and trade secret rights, remain exclusively owned by Logitech and/or its Affiliates. Contractor is hereby granted a non-exclusive, non-assignable, and limited license to use those trademarks, logos, trade names, and service marks provided by Logitech to Contractor ("Marks") solely during the term of the applicable PO or SOW for the sole purpose of performing Services under this Agreement. All goodwill generated by such use of the Marks will inure exclusively to the benefit of Logitech and its Affiliates. Contractor's use of the Marks will comply with the trademark guidelines set forth at www.logitech.com.
13. 3.13 On-Site Services. Contractor hereby agrees to (i) abide by Logitech policies available at the following link: https://ir.logitech.com/corporate-governance/governance-documents/default.aspx ("Policies") governing Contractor's conduct while providing on-site Services at a Logitech facility and (ii) make available the Policies to those personnel who shall provide on-site Services to Logitech. Contractor shall assign only those personnel for on-site Services who have read, understood and agreed to be bound by the Policies as evidenced by such personnel's written acknowledgement.
4. TERMINATION
1. 4.1 Termination by Logitech. Logitech may terminate this Agreement or a specific SOW or cancel a specific PO under this Agreement for convenience at any time with 5 days prior written notice to Contractor.
2. 4.2 Termination by Contractor. Contractor may only terminate this Agreement for convenience when no SOW or PO is in effect and the Contractor provides Logitech with at least 90 days prior written notice.
3. 4.3 Termination for Breach. Either party may terminate this Agreement or a specific SOW or PO if the other party is in material breach of this Agreement, SOW or PO and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party. In the case of material breach by Contractor, Logitech will not be obligated to make any payments to Contractor.
4. 4.4 Effect of Termination. Except as provided in this Section 4, upon any termination of this Agreement, Logitech will pay to Contractor costs for any work performed and accepted by Logitech up to the effective date of termination on a time and materials basis or according to the milestone schedule as reasonably determined by Logitech. Any invoices for such costs must be received by Logitech within ninety (90) days after the date of termination. Contractor will promptly return to Logitech all advance payments, if any, received by Contractor reduced by Contractor's fees due on the date of termination and reasonable and supportable costs incurred by Contractor up to the notice date of termination. Contractor will deliver to Logitech all work in process, in whole or in part, including all versions and portions thereof, and will confirm in writing the assignment to Logitech of ownership in the results.
5. 4.5 No Liability. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either party.
5. LIMITATION OF LIABILITY.
IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.
6. ENTIRE AGREEMENT; PRECEDENCE.
This Agreement, together with all agreed upon SOWs, and POs represents the entire agreement between the parties and replaces and supersedes all previous or contemporaneous oral or written agreements, understandings or arrangements between the parties with respect to its subject matter. In case of any conflict among this Agreement and any SOW or any PO, or any attachments thereto, the terms and conditions of this Agreement will prevail. In case of any conflict between any SOW and any PO to which the SOW relates, or any attachments to any such PO, the terms of the SOW will prevail.
7. AMENDMENT
This Agreement may not be modified or amended except in writing executed by an authorized representative of each party.
8. CHOICE OF LAW AND VENUE.
This Agreement will be exclusively governed by the laws of California without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of California.
9. ASSIGNMENT.
As Logitech has specifically contracted for Contractor's services, Contractor may not sub-contract, assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Logitech. Any attempted assignment in violation of the provisions of this section will be void.
10. NO WAIVER.
No delay or failure to act in the event of a breach of this Agreement will be deemed a waiver of that or any subsequent breach of any provision of this Agreement. Any remedies at law or equity not specifically disclaimed or modified by this Agreement remain available to both parties.
11. INDEPENDENT EFFORTS.
Provided there is no infringement of the other party's intellectual property rights, nothing in this Agreement will impair either party's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other.
12. NO PUBLICITY.
Contractor will not use or reproduce the trademark, trade name, trade dress or logo of Logitech, or refer to Logitech as a client of Contractor, without Logitech's prior written consent.
13. FORCE MAJEURE.
Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the nonperforming party; provided that any such nonperformance will be cause for termination of this Agreement by the other party if the nonperformance continues for more than thirty (30) days.
14. NOTICES.
All notices must be in writing and delivered to the parties listed on page 1 of this Agreement. For Logitech, a copy must also be sent to Logitech's Legal Department, 7700 Gateway Blvd., Newark CA 94560, Attn: General Counsel, or by email to legalnotices@logitech.com. Either party may at any time change the name and address of persons to who all notices required to be given under this Agreement must be sent by giving written notice to the other party.
15. SURVIVAL.
Sections 3.1, 3.2, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 4.3, 4.4, 4.5, 5, 8, 10, 11, 12, and 14 through 18 will survive the termination of this Agreement.
16. SEVERABILITY.
In the event any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable provision will be replaced by a provision which, being valid, legal and enforceable comes close to the intention of the parties underlying the invalid, illegal, or unenforceable provisions.
17. BINDING EFFECT; SUCCESSORS.
The provisions of this Agreement will be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assignees.
18. EXECUTION; COUNTERPARTS.
This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart of this Agreement.

General Services Terms & Conditions

- If you are providing any other types of services to Logitech, the following terms apply:

1. ENGAGEMENT OF SERVICES
1. 1.1 Services, Deliverables. Subject to the terms of this Agreement, you ("Contractor") will render the services ("Services") and develop the deliverables ("Deliverables") as requested by any Logitech entity ("Logitech") on a project by project basis. Each new project will be described in a Purchase Order ("PO") delivered by Logitech or an affiliate ("Affiliate") or, upon request by Logitech or an Affiliate, a statement of work ("SOW") agreed to by both parties. The deadline(s) to deliver the Services and Deliverables will be defined in each PO or, if applicable, each SOW.
2. 1.2 Purchase Order, Statement of Work. Each PO delivered by Logitech or an Affiliate under this Agreement will become effective according to the terms of the PO and be subject to the terms and conditions of this Agreement. Each SOW will become effective and subject to the terms and conditions of this Agreement once mutually agreed and signed by both parties. If a SOW is requested by Logitech or an Affiliate, Contractor agrees that it will not commence work under any SOW prior to receiving both a signed PO issued by Logitech or an Affiliate and a fully executed SOW.
3. 1.3 Term. This Agreement will commence on the Effective Date and will continue unless terminated earlier pursuant to Section 4 below.
2. COMPENSATION
1. 2.1 Compensation. Logitech will pay Contractor a fee according to the schedule of payments set forth in the applicable PO or SOW. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. The rates and fees set forth in a PO or SOW will not be increased for the term of such PO or SOW without Logitech's prior written approval. Contractor warrants that the compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.
2. 2.2 Reimbursement of Approved Expenses. Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines.
3. 2.3 Payment Term. Logitech agrees to pay Contractor on amounts invoiced, within sixty (60) days of receipt of each such invoice. Each invoice must contain a complete description of the work performed and/or Deliverables provided and reference the applicable Logitech PO. If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked.
4. 2.4 Taxes, Labor and other Legal Obligations. Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under this Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables under this Agreement. Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables. Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations.
3. RELATIONSHIP OF PARTIES AND ADDITIONAL OBLIGATIONS
1. 3.1 Nature of Relationship. Contractor and Logitech are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor will not be supervised by Logitech. Contractor is required to use its discretion in performing the Services, subject to the general direction of Logitech and the express condition that Contractor will at all times comply with applicable law. Contractor is not the agent of Logitech and is not authorized to make any representation, contract, or commitment on behalf of Logitech unless specifically requested or authorized to do so by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under this Agreement. Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest.
2. 3.2 Warranties. Contractor represents and warrants to Logitech that:
  1. a. Contractor has all requisite right and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
  2. b. Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
  3. c. Contractor will perform all Services in a professional and workmanlike manner, in accordance with the best practices of Contractor's industry, and the Services and Deliverables will conform to the applicable specification, PO and/or SOW.
  4. d. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
  5. e. Contractor is the sole and exclusive owner of, or has the right to enter into this Agreement on behalf of the owner of, any services or work product provided hereunder and any derivative works thereof prepared by or for Contractor pursuant to this Agreement.
  6. f. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including the United States Foreign Corrupt Practices Act. Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement.
  7. g. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: (a) to any governmental official or employee (including employees of government-owned and government-controlled corporations and public international organization); (b) to any political party, official of a political party or candidate; (c) to any intermediary for payment to any of the foregoing; or (d) to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States. It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any non-U.S. government or non-U.S. government agency or instrumentality.
3. 3.3 On-Site Services. Contractor hereby agrees to (i) abide by Logitech policies available at the following link: https://ir.logitech.com/corporate-governance/governance-documents/default.aspx ("Policies") governing Contractor's conduct while providing on-site Services at a Logitech facility and (ii) make available the Policies to those personnel who shall provide on-site Services to Logitech. Contractor shall assign only those personnel for on-site Services who have read, understood and agreed to be bound by the Policies as evidenced by such personnel's written acknowledgement.
4. 3.4 Insurance. Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under this Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability. Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor. Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty (30) days advance written notice of any cancellation or reduction in coverage or limits.
5. 3.5 Conflict of Interest. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of the Services. Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor.
6. 3.6 Indemnification. Contractor agrees to defend, indemnify and hold harmless Logitech, its Affiliates and their respective officers, directors, employees and agents from any and all losses, liabilities or damages that the indemnified parties may incur or suffer and that arise, result from or are related to any breach or failure by Contractor to perform its obligations under this Agreement.
7. 3.7 Confidentiality.
  1. a. "Confidential Information" means all information relating to the terms and conditions of this Agreement, specifications and information relating to any SOW or PO, and other business and technical information disclosed by Logitech and / or its Affiliates. Confidential Information does not include information that: (1) was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, (2) is lawfully obtained by Contractor from a third party without restriction on use or disclosure, (3) is or becomes generally known to the public through no fault or breach of this Agreement, or (4) is developed independently by Contractor without use of the Confidential Information.
  2. b. Contractor will not use the Confidential Information except as necessary under this Agreement, and will not disclose any portion of the Confidential Information to any other person or entity. Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information.
  3. c. The Confidential Information remains the property of Logitech and/ or its Affiliates, and no license or other rights in the Confidential Information is granted hereby, except those granted expressly herein. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
  4. d. Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten (10) days' notice before disclosing such portion to any third party.
  5. e. The obligations of confidentiality set forth in this Section 3.6 will remain in force for three (3) years from the termination of this Agreement.
8. 3.8 Injunctive Relief. Contractor acknowledges that disclosure of any Confidential Information will give rise to irreparable injury to Logitech and/or its Affiliates, which may be inadequately compensable in damages. Accordingly, Logitech and/or its Affiliates may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available.
9. 3.9 Logitech Property. In the event that Logitech furnishes any of the following items to Contractor in connection with this Agreement, such items shall be referred to herein as "Logitech Property" (regardless of whether such items constitute the Confidential Information of Logitech): any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers (which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like). All Logitech Property is and remains Logitech's sole and exclusive property. All Logitech Property must be kept free of liens and encumbrances. Contractor will use the Logitech Property solely to perform its obligations under this Agreement. All Logitech Property is made available "as is" and with no warranties whatsoever, express or implied. Contractor agrees to deliver promptly to Logitech all Logitech Property and all copies of Logitech Property in Contractor's possession at any time upon Logitech's request. Upon termination of this Agreement for any reason, Contractor agrees to deliver promptly to Logitech, or, at Logitech's option, destroy and provide an officer's certification of such destruction, all tangible items of Logitech Property, together with any other of Logitech's Property then in Contractor's possession, except as Logitech may, by prior written permission, allow Contractor to retain.
10. 3.10 Records and Audit. Contractor will maintain complete and accurate accounting records in accordance with sound accounting practices to substantiate Contractor's fees. Contractor will preserve such records for a period of at least two (2) years after completion of the Deliverables. Logitech may audit such records, either through its own representatives or through an accounting firm selected by Logitech, at its own expense, to verify Contractor's fees. Any audit of Contractor's records will be conducted during business hours and in a manner so as not to unreasonably interfere with Contractor's normal business operations. If an audit should disclose an overcharge by Contractor, Contractor will pay to Logitech the amount of the overcharge within ten (10) days from notice thereof.
11. 3.11 Data Processing and Security. To the extent, if any, that Contractor has access to Logitech data, systems or confidential information, Contractor shall be subject to the additional terms set forth in the Data Processing and Security Standards Terms attached hereto.
12. 3.12 Ownership. Logitech is the owner of all intellectual property rights to all Deliverables provided hereunder. Contractor agrees to assign and hereby assigns all rights it has or may acquire in the Deliverables produced and provided pursuant to this Agreement, including all intellectual property rights, including moral or publicity rights, therein. Contractor understands that such work product is a "work for hire" and will be the exclusive property of Logitech. Contractor agrees to disclose promptly in writing to Logitech, or any person designated by Logitech, every computer program, trade secret, invention, discovery, improvement, copyrightable material, process, manufacturing technique, formula or know-how, whether or not patentable, copyrightable or otherwise protectable, which is conceived, made, reduced to practice, or learned by Contractor in the course of any work performed for Logitech under this Agreement. Contractor will assist and cooperate with Logitech and take such further acts reasonably requested by Logitech to enable Logitech to acquire and perfect its ownership rights in the work produced under this Agreement.
13. 3.13 Intellectual Property Rights. Contractor acknowledges that the intellectual property rights of Logitech and/or its Affiliates, including but not limited to patent, trademark, trade names, copyright and trade secret rights, remain exclusively owned by Logitech and/or its Affiliates. Contractor is hereby granted a non-exclusive, non-assignable, and limited license to use those trademarks, logos, trade names, and service marks provided by Logitech to Contractor ("Marks") solely during the term of the applicable PO or SOW for the sole purpose of performing Services under this Agreement. All goodwill generated by such use of the Marks will inure exclusively to the benefit of Logitech and its Affiliates. Contractor's use of the Marks will comply with the trademark.
4. TERMINATION
1. 4.1 Termination by Logitech. Logitech may terminate this Agreement or a specific SOW or cancel a specific PO under this Agreement for convenience at any time with five (5) days prior written notice to Contractor.
2. 4.2 Termination by Contractor. Contractor may only terminate this Agreement for convenience when no SOW or PO is in effect and the Contractor provides Logitech with at least one hundred and twenty (120) days prior written notice.
3. 4.3 Termination for Breach. Either party may terminate this Agreement or a specific SOW or PO if the other party is in material breach of this Agreement, SOW or PO and the breaching party fails to cure such material breach within thirty (30) days of receiving notice thereof from the non-breaching party. In the case of material breach by Contractor, Logitech will not be obligated to make any payments to Contractor.
4. 4.4 Effect of Termination. Except as provided in this Section 4, upon any termination of this Agreement, Logitech will pay to Contractor costs for any work performed and accepted by Logitech up to the effective date of termination on a time and materials basis or according to the milestone schedule as reasonably determined by Logitech. Any invoices for such costs must be received by Logitech within ninety (90) days after the date of termination. Contractor will promptly return to Logitech all advance payments, if any, received by Contractor reduced by Contractor's fees due on the date of termination and reasonable and supportable costs incurred by Contractor up to the notice date of termination. Contractor will deliver to Logitech all work in process, in whole or in part, including all versions and portions thereof, and will confirm in writing the assignment to Logitech of ownership in the results.
5. 4.5 No Liability. Neither party will be liable to the other for damages of any sort solely as a result of terminating this Agreement in accordance with its terms. Termination of this Agreement will be without prejudice to any other right or remedy of either party.
5. LIMITATION OF LIABILITY.
IN NO EVENT WILL LOGITECH BE LIABLE FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.
6. ENTIRE AGREEMENT; PRECEDENCE.
This Agreement, together with all agreed upon SOWs, and POs represents the entire agreement between the parties and replaces and supersedes all previous or contemporaneous oral or written agreements, understandings or arrangements between the parties with respect to its subject matter. In case of any conflict among this Agreement and any SOW or any PO, or any attachments thereto, the terms and conditions of this Agreement will prevail. In case of any conflict between any SOW and any PO to which the SOW relates, or any attachments to any such PO, the terms of the SOW will prevail.
7. AMENDMENT.
This Agreement may not be modified or amended except in writing executed by an authorized representative of each party.
8. CHOICE OF LAW AND VENUE.
This Agreement will be exclusively governed by the laws of California without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of California.
9. ASSIGNMENT.
As Logitech has specifically contracted for Contractor's services, Contractor may not sub-contract, assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Logitech. Any attempted assignment in violation of the provisions of this section will be void.
10 NO WAIVER.
No delay or failure to act in the event of a breach of this Agreement will be deemed a waiver of that or any subsequent breach of any provision of this Agreement. Any remedies at law or equity not specifically disclaimed or modified by this Agreement remain available to both parties.
11. INDEPENDENT EFFORTS.
Provided there is no infringement of the other party's intellectual property rights, nothing in this Agreement will impair either party's right to develop, manufacture, purchase, use or market, directly or indirectly, alone or with others, products or services competitive with those offered by the other.
12. NO PUBLICITY.
Contractor will not use or reproduce the trademark, trade name, trade dress or logo of Logitech, or refer to Logitech as a client of Contractor, without Logitech's prior written consent.
13. FORCE MAJEURE.
Nonperformance by either party will be excused to the extent that performance is rendered impossible by any reason wholly beyond the control and not caused by the negligence of the nonperforming party; provided that any such nonperformance will be cause for termination of this Agreement by the other party if the nonperformance continues for more than thirty (30) days.
14. NOTICES.
All notices must be in writing and delivered to the parties listed on page 1 of this Agreement. For Logitech, a copy must also be sent to Logitech's Legal Department, 7700 Gateway Blvd., Newark CA 94560, Attn: General Counsel, or by email to legalnotices@logitech.com. Either party may at any time change the name and address of persons to who all notices required to be given under this Agreement must be sent by giving written notice to the other party.
15. SURVIVAL.
Sections 3.1, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 4.3, 4.4, 4.5, 5, 8, 10, 11, 12, and 14 through 18 will survive the termination of this Agreement.
16. SEVERABILITY.
In the event any one or more of the provisions of this Agreement will for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will be unimpaired and the invalid, illegal or unenforceable provision will be replaced by a provision which, being valid, legal and enforceable comes close to the intention of the parties underlying the invalid, illegal, or unenforceable provisions.
17. BINDING EFFECT; SUCCESSORS.
The provisions of this Agreement will be binding upon and inure solely to the benefit of the parties and their respective successors and permitted assignees.
18. EXECUTION; COUNTERPARTS.
This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart of this Agreement.

Data Processing and Security Standard Terms

THIS DATA PROCESSING AND SECURITY STANDARD TERMS ("Data Security Exhibit") is attached to, and incorporated by reference into, the agreement for services ("Agreement") by and between the Logitech entity named therein (together with its Affiliates, "Logitech") and the applicable service provider, vendor, or contractor ("Contractor"). Capitalized terms used herein but not otherwise defined shall have the meanings given in the Agreement.

1. General Obligations. Contractor shall comply with the requirements set forth in this Data Security Exhibit with respect to any information that Logitech employees, representatives or business partner make available to such Contractor in the context of Contractor's business relationship with Logitech, and other information, including without limitation backup copies thereof, that Contractor and/or Contractor's service providers have stored on any of Contractor's storage servers, or data that Logitech has authorized Contractor to upload, store or otherwise input onto any Contractor and/or Contractor service provider's storage servers or devices (collectively, "Protected Data"). Protected Data may include information that does or may identify a specific individual or by or from which a specific individual may be identified, contacted or located, including but not limited to the individual's name, postal address, email address, phone number, date of birth, social security number, etc., and any other information relating to an identified or identifiable individual ("Personal Information"). This Data Security Exhibit applies in addition, not in lieu of, any other contractual obligations and applicable laws Contractor may have with respect to Protected Data and/or Logitech Confidential Information.
2. Control and Ownership. Contractor shall not access, collect, store, retain, transfer, use or otherwise process in any manner any Protected Data, except (a) in the interest and on behalf of Logitech, and (b) as directed by authorized personnel of Logitech or one of its Affiliates in writing. Without limiting the generality of the foregoing, Contractor shall not make Protected Data accessible to any subcontractors or relocate Protected Data to new locations, except as set forth in written agreements with, or written instructions from Logitech.
3. Keep Data Secure. Contractor and Contractor's service Contractors shall keep Protected Data secure from unauthorized access by employing at all times technical safeguards that meet or exceed Logitech's policies.
4. Comply with Approved Policies. Contractor shall put in place and maintain a written information security policy, which shall be consistent with Contractor's obligations hereunder, and be subject to Logitech review and approval ("Information Security Policy") Contractor shall comply with the approved version of its Information Security Policy, refrain from making any changes that reduce the level of security, and provide 30 days prior written notice to Logitech of any significant changes to its Information Security Policy). If Contractor has conducted SOC Type II or similar audits, Contractor must comply with its SOC Type II or similar standards and provide Logitech 30 days notice of any changes. In addition, Contractor shall provide to Logitech any 3rd party audits and/or certifications such as SOC2 Type II, SSAE16, SAS70, ISO9001, and ISO27001.
5. Cooperate with Compliance Obligations. At Logitech's request, Contractor shall (a) contractually agree with Logitech to comply with applicable laws or industry standards designed to protect Protected Data, including, without limitation, the Standard Contractual Clauses approved by the European Commission for data transfers to processors, GDPR, PCI Standards, HIPAA requirements for business associates (as applicable), as well as similar and other frameworks, and/or (b) allow Logitech to terminate certain or all contracts with Contractor, subject to (i) a proportionate refund of any prepaid fees, (ii) transition or migration assistance as reasonably required and at time and materials rates not exceeding Logitech's then current rates for professional services offered to it, and (iii) without applying any early termination charges or other extra charges.
6. Submit to Audits. Contractor shall submit to reasonable audits, including but not limited to internal investigations and data security and privacy compliance audits by Logitech, audits by the SEC or other governmental agencies and, at Logitech's request, or an independent third party, to verify compliance with this Data Security Exhibit, applicable law, and any other applicable contractual undertakings.
7. Data Breach Notification. In the event of an actual or suspected breach or compromise to the physical or electronic security of the Protected Data, including but not limited to actual or suspected loss of control, theft or unauthorized processing, loss, use, disclosure or acquisition of, or access to, any Personal Information ("Data Breach"), Contractor shall notify both Logitech's business contact/relationship manager and General Counsel of such Breach by telephone at 510-795-8500 and in writing at 7700 Gateway Blvd., Newark, California, 94560, USA within 24 hours of discovery of the actual or suspected Data Breach. The notice shall summaries in reasonable detail the nature of the Data Breach; the Protected Data that is lost, stolen or potentially compromised, and the corrective action taken or to be taken by Contractor. Contractor shall promptly take all necessary and advisable corrective actions, and shall cooperate fully with Logitech in all reasonable and lawful efforts to promptly, mitigate or rectify, otherwise respond to, such Data Breach.
8. Indemnification for Data Breach. In the event of a Data Breach, in addition to immediately notifying Logitech of such Data Breach, Contractor shall at Logitech's option and at the direction of Logitech, whether or not required by law, provide written notice to the individuals whose Protected Data was reasonably connected to the Breach, or reimburse Logitech for all direct out-of-pocket and commercially reasonable costs that Logitech incurs in providing such notice. Contractor shall indemnify Logitech for any additional financial loss to Logitech arising from such Data Breach, including without limitation Logitech (1) obtaining legal advice to assist Logitech in identifying its legal obligations regarding such Data Breach; (2) providing and paying for remediation services offered by third parties to help prevent or cure identity fraud or theft, including but not limited to identity theft analytics, fraud monitoring, identity theft resolution, and credit freezes; and (3) legal damages awarded against Logitech as a result of the Data Breach.
9. Effects of Termination or Expiration. Following the effective date of termination of the Agreement, Contractor shall have 10 days ("the Data Removal Period") to remove all Protected Data. Contractor shall provide reasonable migration assistance at then-current time and material rates for professional services and Contractor may charge regular fees for data stored during the portion of the Data Removal Period utilized by Logitech unless Logitech terminates the Agreement for breach by Contractor, in which case migration assistance and storage shall be free of charge. Upon the expiration of the Data Removal Period, Contractor and Contractor's service providers shall delete any and all Protected Data from Contractor's and/or Contractor's service providers' server(s), website(s) or any other data storage systems, including without limitation any and all backup copies thereof if Contractor has complied with all of its obligations under the Agreement and verified that Logitech has in fact been able to remove Protected Data.

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