TERMS OF AGREEMENT. Vendor (“Vendor”) shall perform the services and/or provide the goods to Fortra, LLC, and/or one or more of its subsidiary and affiliated entities (collectively, “Fortra”) in accordance with the purchase order issued by Fortra to Vendor for such purchase (the “PO”), including these terms and conditions (the "PO Terms"). Vendor agrees to these PO Terms upon the earlier of: (i) Vendor’s execution below, (ii) Vendor’s shipment of goods or commencement of services or delivery of goods or Work Product (as defined below); or (iii) within fifteen (15) days of purchase order issuance by Fortra unless Vendor notifies Fortra of non-acceptance in writing. No additional or conflicting terms or conditions included in any project proposal, hyperlink, quote, acknowledgement or invoice of Vendor not expressly part of or incorporated into these PO Terms shall be binding on Fortra, unless executed in writing by an authorized officer.
INSPECTION AND ACCEPTANCE. All goods and services supplied by Vendor under these PO Terms (collectively, "Work") shall be received subject to Fortra's inspection and approval within a reasonable time after delivery ("Acceptance"). Time is of the essence in Vendor's performance of its obligations hereunder. Title and risk of loss shall pass to Fortra upon Fortra's Acceptance of goods at destination.
WARRANTY. Each party represents and warrants that these PO Terms are legally binding upon it and enforceable in accordance with its terms. Vendor represents, warrants, and covenants that all goods and/or Work Product will: (a) be free from any defects in workmanship, material, and design; (b) conform to applicable specifications or descriptions; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all encumbrances; and (f) not infringe or misappropriate any third party’s intellectual property rights, with each warranty covering the longer of: (i) the term of the PO or (ii) eighteen (18) months from date of delivery. If Fortra gives Vendor notice of non-compliance with Vendor’s warranties set forth in this section, Vendor shall, at its own cost and expense, promptly replace or repair the defective or non-conforming Goods and/or Work Product and pay for all related expenses for the return of the defective or non-conforming Goods and/or Work Product to Vendor and the delivery of repaired or replacement Goods and/or Work Product to Fortra. If Vendor is providing Services, then Vendor represents, warrants, and covenants that such Services will be performed by personnel of adequate skill, care, and knowledge in accordance with good industry practice and completed in a professional and workmanlike manner.
PAYMENT. Fortra will pay the amount set forth on the PO. No other fees or charges will be paid by Fortra. Fortra shall pay invoices within sixty (60) days from receipt of an invoice submitted in accordance with the PO. Vendor must submit all invoices to [email protected] and such invoices must contain a reference to the specific PO. Payment does not constitute acceptance. Applicable taxes and other charges (shipping costs, duties, imports, tariffs, surcharges) must be stated separately on Vendor’s invoice.
CONFIDENTIAL INFORMATION AND PUBLICITY. All specifications, data and other information furnished by Fortra, or its affiliates, customers or agents, to Vendor in connection with these PO Terms shall remain the exclusive intellectual property of Fortra (or its respective owner) and shall be treated by the Vendor as confidential and proprietary and shall not be disclosed or used without prior written approval of Fortra. In addition, the purchase of the Vendor's product does not authorize the Vendor to use Fortra's names, logos, marks or trademarks (collectively, "Fortra Marks") or make reference to Fortra for any purpose in any releases for public or private dissemination without prior written approval of Fortra. In no event will Vendor use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Confidential Information. Vendor acknowledges that a breach by it of any confidentiality and proprietary rights provision of these PO Terms will cause Fortra irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Fortra may institute an action to enjoin Vendor from any and all acts in a violation of those provisions, which remedy shall be cumulative and not exclusive, and Fortra may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Fortra may be entitled at law or in equity.
INDEMNIFICATION. Vendor hereby agrees to indemnify and hold harmless Fortra, its officers, directors, affiliates, shareholders, employees and customers from and against any and all liabilities, losses, damages and expenses (including legal expenses) of any kind or character arising from claims asserted and legal proceedings instituted in respect of any (a) breach of these PO Terms, or (b) allegations of infringement of any patent, copyright, trademark or other intellectual property right by any Work delivered under these PO Terms.
LIMITATION OF LIABILITY. EXCEPT FOR VENDORS’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST REVENUES, LOST PROFITS, INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. IN NO EVENT SHALL FORTRA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PO TERMS EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY FORTRA UNDER THE PO IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
INSURANCE. Vendor is solely responsible for maintaining and requiring that Vendor employees or agents maintain adequate health, auto, workers compensation, employer’s liability, commercial general liability, professional liability, cyber liability, and umbrella insurance, in commercially reasonable amounts. Notwithstanding the foregoing, if Vendor licenses any software to Fortra, or by virtue of its services has access to any Personal Data (as defined below), Vendor must obtain cyber liability and professional errors and omissions insurance in the amounts of at least $2,000,000 per occurrence and designate Fortra as an additional insured under such policies. Upon request, Vendor shall provide Fortra with certificates of insurance or evidence of coverage before commencing performance under the Contract.
DATA PRIVACY. If Vendor processes information relating to an identified or identifiable natural person or processes Fortra sensitive information of any kind then, Fortra’s Vendor Data Processing Agreement shall apply to the processing of Fortra’s data, which is hereby incorporated by reference.
NIS2 WARRANTY. Vendor shall comply with all applicable technical and organizational measures that are required by NIS2, its implementing regulations and all similar laws worldwide. Vendor shall implement vendor management program measures that provide for appropriate security assessment of its third party vendors, promptly report security events (as defined under local law), pass through of NIS2 requirements to third party vendors’ applicable subcontractors, as well as any applicable requirements set forth in the underlying services agreement. Vendor shall report to Fortra any security events relating to Fortra data as soon as Vendor becomes aware of an actual or suspected event, but in no event more than 12 hours. Vendor shall fully cooperate with Fortra in investigation of a security event and provide all the information required by NIS2.
OWNERSHIP AND LICENSE. Fortra is the sole and exclusive owner of any and all inventions, discoveries, improvements, works of authorship and deliverables arising in connection with the Work ("Work Product"). Vendor hereby irrevocably assigns and transfers to Fortra all of its worldwide right and title to, and interest in, the Work Product, including all associated intellectual property rights therein. Vendor also grants to Fortra a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, transferable, sublicenseable license to any intellectual property rights in: (1) products delivered outside the scope of the PO to the extent necessary for Fortra to exercise its rights in the Work as contemplated by the PO; and (2) all goods and services which are necessary for Fortra to use, import, copy, reproduce, display, perform, and distribute copies of and modify (including creating improvements and derivative works based on) the Work. If Vendor licenses Fortra off-the-shelf software, the Vendor hereby grants to Fortra a non-exclusive, royalty-free (other than amounts paid pursuant to the PO), transferable license to reproduce, use, and run the software and associated documentation for Fortra’s internal business purposes. Fortra may make copies of the software or associated documentation as reasonably necessary for its internal business purposes. Vendor reserves and retains all intellectual property rights in the software and associated documentation not expressly granted herein.
REPRESENTATIONS. Vendor represents and warrants that (1) it has the full power and legal authority to enter into the PO and to perform its obligations thereunder; (2) it has the right and unrestricted ability to assign the Work to Fortra; (3) all Work does not and will not infringe upon or violate any applicable laws or regulations or any intellectual property rights of third parties; (b) any Work Product will be free of defects in materials and workmanship under normal use; (c) any Work Product delivered in electronic form shall contain no feature intended to deactivate it after a certain period of time.
AI USAGE WARRANTY. Vendor will not use Fortra data for any other purpose than to provide the Work. Vendor will not use Generative AI to provide the Work and will provide a list of third party suppliers used in performing the Work upon request. “Generative AI” is defined as artificial intelligence tools that use any Fortra provided data to train such tools. However, this prohibition does not include closed system training where Generative AI is used solely to train the model(s) for Fortra’s use only, segregated from other non-Fortra data.
TERM AND TERMINATION. Automatic renewal or extension (whether or not conditioned upon any notice or absence thereof from either party) or any similar “evergreen” provision shall be deemed null and void, and the then-current PO contract term shall not be extended or renewed except by written agreement executed by an authorized signatory of Fortra. Fortra reserves the right to terminate the PO, or any part hereof, solely for its convenience. In the event the PO is terminated, Fortra shall be liable to Vendor only for such sums as shall represent the applicable charges under the PO for purchases and services authorized by Fortra and actually performed by Vendor in accordance with the PO. In the event of termination for cause, Fortra shall have the right to withhold all payments which have become due to Supplier and all payments which may thereafter become due.
GENERAL. All notices to Fortra must be sent to the attention of the Fortra Legal at: Fortra, 11095 Viking Drive, Suite 100, Eden Prairie, MN 55344 USA with a copy to [email protected] and to Vendor at its address as set forth in the PO. Neither the PO shall be transferred or assigned by Vendor without the prior written consent of Fortra and any such assignment shall be null and void. Vendor shall perform the Work as an independent contractor and not as an agent, employee or partner of Fortra for any purpose whatsoever. Vendor shall comply with all applicable laws, regulations and ordinances in performing the Work, including, without limitation, the applicable laws and regulations of the U.S. Government, U.K Government, and any other jurisdiction in which the Goods, Work Product, or Services are provided, relating to or in connection with: (a) the import, export, and re-export of commodities, technical data, and software; (b) privacy and data protection; (c) labor and employment; (d) protection of intellectual property; (e) anti-corruption, including the United States Foreign Corrupt Practices Act and the UK Bribery Act; and (f) all applicable sanctions laws and regulations in effect at the time. These PO Terms and any disputes arising under it will be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions, and each party consents to the personal jurisdiction and venue of the state or federal courts located in Minneapolis, Minnesota No addition or modification of these PO Terms shall be effective unless made in writing and signed by the respective representatives of Fortra and Vendor. To the extent the terms of these PO Terms conflict or are inconsistent with any attachment, exhibit, addendum, order form, or separate master agreement, statement of work or similar agreement between the parties, the terms of these PO Terms shall govern.
Last Updated: June 11, 2025