SUPPLY CHAIN CLOUD SAAS SOLUTION TERMS 
These online Supply Chain Cloud SaaS Solution Terms (“SaaS Agreement”) are made by and between Provider and Client as of the Effective Date set forth in the Service Order. Unless otherwise set forth in the Service Order, each Service Order executed between Provider and Client is subject to the then-current version of this SaaS Agreement. Provider and Client are also each referred to under this SaaS Agreement individually as a “Party,” and together as the “Parties.” 
1 AGREEMENT STRUCTURE AND INTERPRETATION 
1.1 This SaaS Agreement sets out the general terms and conditions for the provision of the SaaS Services by Provider (inclusive of Affiliates) to Client, as further defined hereunder. 
1.2 The specifics concerning the SaaS Services to be provided by Provider shall be detailed in a Service Order to be executed by both Parties. Each executed Service Order constitutes a separate and binding agreement, incorporating the terms and conditions of this SaaS Agreement. 
1.3 The capitalized terms as used in this SaaS Agreement have the meanings set out in the body of this SaaS Agreement or in Exhibit A (Definitions). 
1.4 If there is a conflict between the terms and conditions of this SaaS Agreement and those of any Service Order, then the following order of precedence shall apply: (i) the Service Order; (ii) any Schedules to the Service Order and any other documents incorporated thereto by reference; 
(iii) the terms and conditions of this SaaS Agreement; and (iv) any Exhibits to this SaaS Agreement. 
2 CLIENT’S RIGHTS AND OBLIGATIONS 
2.1 Subject to the terms and conditions of this SaaS Agreement and the relevant Service Order, Provider hereby grants to Client a non-exclusive, non-transferable right during the term of the applicable Service Order to permit its Authorized Users to access and use the SaaS Services for the Permitted Purpose. 
2.2 Client acknowledges and agrees that it is solely responsible for (i) determining the suitability of the SaaS Services for its purposes and those of its Authorized Users, and (ii) ensuring that the way that it and its Authorized Users access and use the SaaS Services complies with any applicable laws. 
2.3 Client agrees that it shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the SaaS Services by making them available for access or use by any third party (except Authorized Users), including by means of operating a service bureau, outsourcing or time-sharing service. 
2.4 Client shall be solely responsible for ensuring that Client’s or its Authorized Users’ use of the SaaS Services shall not exceed any restrictions contained in this SaaS Agreement, the applicable Service Order and the Documents. 
2.5 Client is responsible for all use of the SaaS Services by those who have access to them through Client’s credential, and for ensuring that its Authorized Users do not circumvent or disclose any usernames, passwords or other access credentials or authentication details, or interfere with or disrupt any other security control of the SaaS Services. 
2.6 Client shall maintain commercially reasonable security standards for its and its Authorized Users’ use of the SaaS Services. Specifically, Client will use good industry practice virus protection software, and other customary procedures to screen any Client Content to avoid introducing any Virus or other malicious files or other harmful code that could disrupt the proper operation of the systems used in the provision of the SaaS Services. Client also agrees that it shall use all reasonable endeavors to ensure that its Authorized Users do not upload or distribute files that contain Viruses, or do anything else to disrupt or attempt to disrupt, the systems and networks used for the provision of the SaaS Services. 
2.7 Client shall be solely responsible for the acts and omissions of its Authorized Users as if they were the acts and omissions of Client, and for ensuring that anyone who uses the SaaS Services does so in accordance with the terms and conditions of this SaaS Agreement and the applicable Service Order. In particular, the Client agrees that it shall not, and that it shall ensure that its Authorized Users do not: (i) access or use the SaaS Services to host or transmit any content, data or information that is illegal or which infringes any third party’s rights, such as Intellectual Property Rights or right of privacy, or which otherwise violates any applicable laws; (ii) copy, translate, make derivative works, disassemble, decompile, reverse engineer or otherwise attempt to discover the source code or underlying ideas or algorithms embodied in the software applications or other systems used for the provision of the SaaS Services (including the IaaS), unless expressly permitted under any applicable laws, or remove any titles or trademarks, copyrights or restricted rights notices in the systems, software and other materials used in the provision of SaaS Services; or (iii) access or use the SaaS Services for the purpose of building competitive products or services by copying its features or user interface or by allowing a direct competitor of Provider to access or use the SaaS Services. 
2.8 Client will notify Provider immediately if it becomes aware of any breach or threatened breach of the terms of this Section 2, or of any breach or threatened breach of security including any attempt by a third party to gain unauthorized access to the systems used for the provision of the SaaS Services. 
2.9 Client acknowledges and agrees that it is responsible for obtaining and maintaining all hardware, software, communications equipment and network connections necessary to access and use the SaaS Services, and for paying any applicable third party fees and charges incurred while accessing and using the SaaS Services. 
3 PROVIDER’S RIGHTS AND OBLIGATIONS 
3.1 Provider shall provide the SaaS Services in accordance with an executed Service Order. In providing the SaaS Services, Provider will use reasonable and appropriate technical and organizational security measures intended to safeguard Client Content against accidental, unauthorized or unlawful access, loss, damage or destruction. 
3.2 Provider may need to apply updates or make changes to the SaaS Services that it is providing pursuant to any Service Order, provided always that Provider shall not be entitled to apply such updates or other changes in a manner that would make the SaaS Services non-conforming with the applicable service descriptions, or otherwise materially diminish the scope or the quality of the service provided, unless such changes are necessary for Provider to comply with any applicable laws. Provider will notify the Client reasonably in advance of any planned changes to the SaaS Services that have any material impact on Client’s access to or use of the relevant SaaS Service. 
3.3 Client acknowledges and agrees that Provider shall be permitted to monitor the Client’s and its Authorized Users’ access and usage of the SaaS Services limited solely for the purposes of verifying Client’s compliance with the terms of this SaaS Agreement and the applicable Service Order. 
3.4 Client hereby acknowledges, accepts and agrees that Provider may have to suspend Client’s and/or its Authorized Users’ right to access or use all or any portion of the SaaS Services, or remove any relevant Client Content as described below: (i) where such access or use, or any Client Content (x) poses a security risk to or may otherwise adversely impact the SaaS Services or (y) infringes or otherwise violates the rights or other interests of a third party, entails illegal or otherwise prohibited content or activities, or otherwise subjects Provider to a potential liability; or (ii) where Provider is required to do so under any applicable laws, or any court’s or governmental body’s order. 
3.5 When allowed under the applicable laws and if otherwise reasonable under the circumstances (as determined by Provider in its discretion), Provider shall provide Client with a written notice prior to such suspension, and an opportunity to take steps to avoid any such suspension. Any suspension of Client’s or its Authorized Users’ right to access or use the SaaS Services shall not release the Client from its obligations under this SaaS Agreement and any Service Order, including any obligation of paying the fees. Provider’s suspension right is in addition to Provider’s right to terminate this SaaS Agreement or any Service Order pursuant to Section 10. 
4 CLIENT CONTENT 
4.1 Client (and Client’s licensors, where applicable) own all right, title and interest in and to the Client Content. 
4.2 Client has obtained, and during the Term will obtain, all Consents required under applicable law prior to Client Content being entered into or processed by the SaaS Services. In particular, Client has collected and shall maintain and handle all Personal Information contained in Client Content in compliance with all applicable data privacy and protection laws, rules and regulations. 
4.3 Client authorizes Provider to process its Personal Information in accordance with this SaaS Agreement and the applicable Service Order. Client has satisfied itself that Provider and any applicable Cloud Vendor have in place appropriate technical and organizational measures to protect Client Content (including Personal Information) processed on behalf of Client from unauthorized use or access, accidental loss, damage, destruction, theft or disclosure. If the SaaS Services involve the processing of Client Personal Information, then the terms of the Data Processing Agreement (the “DPA”) which are published and available at https://www.avanade.com/en/utility/avanade-legal-terms ,or successor URL, shall also apply. 
4.4 Client grants to Provider the nonexclusive right to host, store, process, modify and transfer the Client Content for the purposes of Provider’s provision of, and Client’s use of, the SaaS Services as set forth in this SaaS Agreement, and Provider’s improvement of the SaaS Services incidental to such use. Provider agrees to destroy any Client Content in accordance with Section 10.6 of this SaaS Agreement. Provider may: (i) use usage patterns, trends, statistics, and other data derived from use of the SaaS Services (but not Client Content itself) for purposes of developing or improving the SaaS Services and other Provider products and services; and (ii) provide information to the Cloud Vendor regarding Client’s use of the IaaS, subject to the Cloud Vendor’s obligations of confidentiality, for Cloud Vendor’s use to improve its cloud infrastructure services. 
4.5 Client shall have the ability to request export of its Client Content hosted in the SaaS Services at any time, in accordance with and during the term of the applicable Service Order, subject to any technical limitations in the SaaS Services or Client’s and its uthorized Users’ hardware and software, including factors such as (i) the size of Client’s instance of the SaaS Services; and (ii) the frequency and/or timing of the export and retrieval. 
5 FEES, PAYMENTS AND TAXES 
5.1 Client shall pay the fees specified in the applicable Service Order. Fees are stated exclusive of all applicable duties, tariffs, and taxes. Unless otherwise specified in a Service Order, fees will be due and payable within thirty (30) days of Provider’s invoice. Late payments that are not the subject of a good faith dispute are subject to an interest charge, which is the lesser of: (a) one and one-half percent (1.5%) per month, or (b) the maximum legal rate. 
5.2 Client will provide any information reasonably requested by Provider to determine whether Provider is obligated to collect VAT and sales tax from Client, including Client’s VAT and sales tax identification number. If Client is legally entitled to an exemption from any sales, use, or similar transaction tax, Client is responsible for providing Provider with legally sufficient tax exemption certificates for each taxing jurisdiction. Provider will apply the tax exemption certificates to charges under Client’s accounts occurring after the date Provider receives the tax exemption certificates. If any deduction or withholding is required by applicable law, Client will notify Provider and will pay any additional amounts necessary to ensure that the net amount that Provider receives, after any deduction and withholding, equals the amount Provider would have received if no deduction or withholding had been required. Additionally, Client will provide Provider with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority. 
5.3 Client will be responsible for the payment of all taxes in connection with this SaaS Agreement including, but not limited to, sales, use, excise, value-added, business, service, goods and services, consumption, withholding, and other similar taxes or duties, including taxes incurred on transactions between and among Provider, its Affiliates, and third party subcontractors. Client will reimburse Provider for any deficiency relating to taxes that are Client’s responsibility under this SaaS Agreement. Each Party will be responsible for its own income taxes, employment taxes, and property taxes. The Parties agree to fully cooperate with each other to help enable each Party to accurately determine and reduce its own tax liability and to minimize any potential liability to the extent legally permissible. Each Party will provide to the other Party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the other Party. 
5.4 All amounts payable under this SaaS Agreement will be made without set-off or counterclaim, and without any deduction or withholding. 
6 PROVIDER’S INTELLECTUAL PROPERTY RIGHTS 
6.1 Provider (and its licensors, where applicable) owns all right, title and interest, including all Intellectual Property Rights, in and to the systems, software and other content and materials used in the provision of the SaaS Services. In addition, Client agrees that Provider (and its licensors, where applicable) will own all right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other Party relating to the SaaS Services, and Client hereby assigns any Intellectual Property Rights in such items to Provider. The Provider name, the Provider logo, and the product names associated with the SaaS Services are trademarks of Provider or third parties, and no right or license is granted to Client to use them. 
7 WARRANTIES AND EXCLUSIONS 
7.1 Provider warrants that the SaaS Services provided to Client pursuant to this SaaS Agreement will comply in all material respects with the Documentation. This warranty shall not apply where: (i) the Client’s or any Authorized User's access or use of the SaaS Services is not in accordance with this SaaS Agreement, the relevant Service Order (or any Exhibits to the relevant Service Order) or with Provider’s instructions; (ii) modification or alteration of the SaaS Services or any systems, software or other content or materials embodied therein is made by any Party other than Provider; or (iii) the SaaS Services are being provided free of charge, or as a trial, pre-release or as a beta release. 
7.2 Client shall provide Provider with prompt written notice of any non-conformity of the SaaS Services, sufficiently describing such non-conformity, no later than within thirty (30) days of the appearance or Client’s discovery of such non-conformity. In such event, Provider will use commercially reasonable efforts to correct any such non-conformity. In the event Provider is unable to correct such non-conformity by exercising commercially reasonable efforts for a reasonable period, either Party may terminate the relevant Service Order concerning the non-conforming SaaS Service(s) on written notice to the other Party in which case as Client’s sole and exclusive remedy, Provider will provide a pro-rated refund of any pre-paid Fees for periods after the effective date of termination. 
7.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7, PROVIDER, ITS AFFILIATES AND ITS LICENSORS MAKE NO REPRESENTATIONS AND PROVIDE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SAAS SERVICES OR ANY THIRD PARTY COMPONENTS OR CONTENT EMBODIED THEREIN, INCLUDING ANY WARRANTY THAT THE SAAS SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CLIENT CONTENT OR THIRD PARTY COMPONENTS OR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED, AND INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. EACH PARTY, ITS AFFILIATES AND ITS LICENSORS DISCLAIM ALL, AND THE OTHER PARTY AGREES THAT IT IS NOT ENTITLED TO ANY EQUITABLE OR IMPLIED INDEMNITIES. THESE DISCLAIMERS SHALL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. 
7.4 High-Risk Activities. Provider, on behalf of itself and its Affiliates and licensors and the Cloud Vendor, specifically disclaims any express or implied warranty of fitness of the SaaS Services for High-Risk Activities. 
8 THIRD PARTY CLAIMS 
8.1 Subject to the limitations in Section 9, Provider will (i) defend (at its sole expense) Client and Client’s Affiliates against any claims brought against Client by any third party (that is not an Affiliate of Client) alleging that Client’s use of the SaaS Services, in accordance with the terms and conditions of this SaaS Agreement and the applicable Service Order, constitutes a direct infringement of a patent issued in the countries where the SaaS Services are being provided as of the Effective Date, copyright, or trade secret of any third party and (ii) pay the amount of any damages finally awarded against Client or the amount of any settlement agreed by Provider. 
8.2 Provider will have no obligations or liability under Section 8.1 for any claims to the extent arising from: Client Content; Client’s or any Authorized User’s use of the SaaS Services after Provider has notified Client, in accordance with this SaaS Agreement, to discontinue such use and Client has been afforded a reasonable opportunity to discontinue such use; any unauthorized modification or unauthorized use of the SaaS Services where infringement or misappropriation would not have occurred but for such unauthorized modification or unauthorized use; any use of the SaaS Services, or any other act, by Client or an Authorized User, that is in breach of this SaaS Agreement, where the infringement or misappropriation would not have occurred but for the breach; any combination(s) of the SaaS Services with any other product, service, software, content, data or method not supplied by Provider; or a free (no fee) or trial license of the SaaS Services. 
8.3 If any portion of the SaaS Services are, or in Provider’s opinion are likely to be, held to be infringing, Provider may choose (at its election and expense) to: (a) procure the rights to use the item alleged to be infringing; (b) replace the alleged infringing portion with a non-infringing equivalent; or (c) modify the alleged infringing portion to make it non-infringing while still providing substantially the same level of functionality. If Provider determines the actions from this Section 8.3 (a) to (c) are not commercially reasonable, Provider may immediately terminate Client’s access to the SaaS Services. 
8.4 Client shall (i) defend (at its sole expense) Provider and its Affiliates and licensors against claims brought against Provider by any third party (that is not an Affiliate of Provider) arising from or related to (a) any use of SaaS Services by Client or its Authorized Users in violation of any applicable law or regulation; or (b) any allegation that the Client Content violates, infringes or misappropriates the rights of a third party; (c) Client’s or its Authorized Users’ use of the SaaS Services or other act in violation of this SaaS Agreement or the relevant Service Order; or (d) Client’s or any Authorized User’s engaging in High-Risk Activities, and (ii) pay the amount of any damages finally awarded against Provider or the amount of any settlement agreed by Client. The foregoing shall apply regardless of whether such damage is caused by the conduct of Client and/or its Authorized Users or by the conduct of a third-party using Client's or an Authorized User's access credentials where Client has negligently made the credentials available or chosen credentials that are easy to hack into. 
8.5 Client will have no obligations of liability under Section 8.4 for any claims arising from: Client Content after Client has notified Provider, in accordance with the terms of this SaaS Agreement, to delete the Client Content from the SaaS and Provider has been afforded a reasonable opportunity to do so; or any unauthorized access or use of the Client Content by Provider that is in breach of this SaaS Agreement, where the infringement or misappropriation would not have occurred but for such breach. 
8.6 In connection with any third party claims pursuant to Section 8.1 or 8.4, the indemnified Party will (a) give the indemnifying Party prompt written notice of the claim; (b) reasonably cooperate with the indemnifying Party (at the indemnifying Party’s expense) in connection with the defense and settlement of such claim, and (c) grant the indemnifying Party sole control of the defense and settlement of the claim, except that the indemnifying Party may not consent to the entry of any judgment or enter into any settlement with respect to the claim without the indemnified Party’s prior written consent unless the settlement or judgment is purely financial, is paid entirely by the indemnifying Party, is confidential, does not require the indemnified Party to admit to any fault or wrongdoing, and fully releases the indemnified Party from any and all further claims or causes of action relating to the subject matter of the claim. The non-controlling Party may, at its expense, participate in the defense and settlement of the claim with counsel of its own choosing. If the indemnifying Party fails to assume control within 30 days of written notice of the claim, the indemnified Party may assume control of the defense of the claim 
8.7 Exclusive Remedy. SECTION 8.1 CONSTITUTES CLIENT’S SOLE AND EXCLUSIVE REMEDY AND PROVIDER’S (AND ITS AFFILIATES’) ENTIRE OBLIGATION TO CLIENT WITH RESPECT TO ANY CLAIM THAT THE SAAS SERVICES INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 
9 LIMITATION OF LIABILITY 
9.1 EXCEPT FOR (I) DAMAGES RESULTING FROM DEATH OR BODILY INJURY ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FROM FRAUD OR FRAUDULENT MISREPRESENTATION; AND (II) PROVIDER’S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER, UNDER NO CIRCUMSTANCES AND REGARDLESS OF THE NATURE OF ANY CLAIM SHALL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES OR PROVIDER’S LICENSORS) BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR ENTITY UNDER THIS SAAS AGREEMENT FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID UNDER A SERVICE ORDER FOR THE APPLICABLE SAAS SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO LIABILITY. 
9.2 TO THE EXTENT PERMITTED BY LAW NEITHER PARTY NOR ANY OF EITHER PARTY’S RESPECTIVE AFFILIATES WILL BE LIABLE TO THE OTHER PARTY UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES; BUSINESS INTERRUPTION, LOSS OF PROFITS OR SAVINGS, REVENUES, OR GOODWILL; LOSS OR CORRUPTION OF DATA; UNAVAILABILITY OF ANY OR ALL OF THE SAAS SERVICES; INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO USE OF OR ACCESS TO THE SAAS SERVICES; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; UNAUTHORIZED ACCESS TO, COMPROMISE, ALTERATION OR LOSS OF CLIENT CONTENT OR BUSINESS INFORMATION; OR COST OF REPLACEMENT OR RESTORATION OF ANY LOST OR ALTERED CLIENT CONTENT. 
9.3 The Parties acknowledge that the limitations on liability set out in this Section 9 are essential terms of this SaaS Agreement, and the Parties would not have entered this SaaS Agreement without them. 
9.4 No action, regardless of form, arising out of this SaaS Agreement may be brought by Client more than two (2) years after Client knew or should have known of the event which gave rise to the cause of action. 
10 TERM AND TERMINATION 
10.1 The term of the SaaS Services will commence on the ‘Effective Date’ specified in the applicable Service Order and will continue for the period of time specified therein ("Term"), unless terminated by either Party pursuant to this Section 10. 
10.2 Either Party may terminate a Service Order upon written notice if the other Party ceases its business operations or becomes subject to insolvency proceedings or any similar or equivalent process in any jurisdiction, and the proceedings are not dismissed within ninety (90) days, or otherwise becomes generally unable to meet its obligations under this SaaS Agreement and/or the Service Order. 
10.3 In addition to any other remedies that a Party may have at Law, in equity, or under this SaaS Agreement, a Party may terminate a Service Order upon thirty (30) days' advance written notice to the other Party if the other Party commits any material breach of this SaaS Agreement and/or the Service Order and fails to cure such default (if curable) within the thirty (30) day period, including if there has been any such act or omission by Client or any Authorized User that has given Provider the right to suspend the provision of SaaS Services in accordance with Section 3.4. 
10.4 Provider may also terminate any Service Order without liability upon thirty (30) days’ notice to Client or any Authorized User: (i) in the event where an underlying contract between Provider and the Cloud Vendor concerning the provision of the IaaS terminates, or (ii) if termination of the Service Order is necessary to comply with applicable law or binding requests of governmental entities. 
10.5 Upon the effective date of expiration or termination of a Service Order, Client shall cease Client’s and its Authorized Users’ access to and use of the SaaS Services. 
10.6 If agreed in the applicable Service Order, Provider will provide Client with the ability to retrieve Client Content after the expiration or termination of such Service Order for a limited period of time, in which case Client will cover the costs of the data storage unless otherwise agreed in the Service Order. Otherwise, Provider will destroy, procure the destruction of, or otherwise dispose of any Client Content in its possession or in possession of a Cloud Vendor (including any data back-ups) upon expiration or termination of the applicable Service Order. 
11 CONFIDENTIALITY 
11.1 Each Party agrees that it will use the other Party’s Confidential Information only to the extent reasonably necessary for purposes of this SaaS Agreement or a Service Order. Each Party agrees to take reasonable steps to protect the other’s Confidential Information, provided that these steps must be at least as protective as those the Party takes to protect its own Confidential Information of similar nature, but in any event no less than a reasonable standard of care. 
11.2 Each Party may disclose the other Party’s Confidential Information to its Affiliates, employees, contractors, licensors and agents who: (a) have a need to know it for purposes contemplated by this SaaS Agreement, and (b) are legally bound to protect the Confidential Information on terms no less protective than the terms of this SaaS Agreement. 
11.3 This Section 11 will not apply to any information that either Party can demonstrate: (a) was at the time of disclosure or that has become thereafter published or otherwise becomes publicly available at no fault of the receiving Party; (c) was in the possession of the receiving Party at the time of disclosure to it and was not the subject of a pre-existing confidentiality obligation; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information (without corresponding confidentiality obligations) to it; or (e) was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party. 
11.4 The receiving Party will not be considered to have breached its obligations under this Section 11 for disclosing Confidential Information of the disclosing Party to the extent required to satisfy any legal requirement of a competent governmental or regulatory authority, provided that promptly upon receiving any such request and to the extent that it may legally do so, the receiving Party: (i) advises the disclosing Party prior to making such disclosure in order that the disclosing Party may object to such disclosure or take any other action that it considers appropriate to protect the Confidential Information and; (ii) takes actions necessary to minimize any disclosure to only that necessary to satisfy any legal requirement of a competent governmental or regulatory authority (including through redaction of sensitive commercial information, where legally permissible). 
11.5 Any reproduction of any Confidential Information of the other Party shall remain the property of the disclosing Party, and the disclosing Party may, at any time including on termination or expiration of a Service Order, request the receiving Party to return, destroy or delete (and confirm the destruction or deletion of the same) as instructed (in such a manner that it cannot be recovered) all Confidential Information of the disclosing Party in the receiving Party’s possession or control. Notwithstanding the foregoing, each Party may archive all copies of Confidential Information that it is required to retain to comply with law and its other record-keeping requirements. 
11.6 Client shall not disclose the terms and conditions of any Service Order, or the pricing contained therein to any third party unless otherwise agreed by the Parties in writing. Neither Party will use the name of the other Party without the prior written consent of the other, except that Client agrees that Provider may use Client's name in customer listings or quarterly calls with its investors or, at times mutually agreeable to the Parties, as part of Provider's marketing efforts (including reference calls and stories, press testimonials, and prospective customer meetings). 
12 ADDITIONAL TERMS 
12.1 Compliance with Laws. Provider will comply with all laws applicable to it and its business in providing Client with access to the SaaS Services, and Client will comply with all laws applicable to it and its business in providing the Client Content and in using the SaaS Services in the manner. Each Party will comply with relevant data privacy laws to the extent applicable to such Party in its role with respect to the processing of Client Personal Information under this SaaS Agreement. Each Party will comply with all export control and economic sanctions laws applicable to its performance under this SaaS Agreement. Client agrees that Client will and will procure that Authorized Users do not use the SaaS Services in or in relation to any activities involving a country subject to comprehensive economic sanctions or involving a Party in violation of such applicable trade control laws, or that require government authorization, without first obtaining the informed consent of Provider and the required authorization. For the avoidance of doubt, Client shall not grant access to the SaaS Services to any individual, entity or organization which is subject to trade sanctions or embargos by the United States or any applicable jurisdiction, including any individual, entity or organization which is listed on the OFAC Specially Designated Nationals List from time to time. 
12.2 Notices. Unless expressly stated otherwise in the Service Order, all notices under this SaaS Agreement must be in writing and must be delivered personally, sent by certified mail (return receipt requested); or sent by express courier (with confirmation of delivery). The notice will be deemed given and will be effective upon receipt: (a) when it is delivered to a Party personally; (b) upon receipt if sent certified mail, return receipt requested; or (c) when delivered by a nationally recognized overnight courier service such as FedEx (with confirmation of delivery). Any notice by email will only be allowed in the Sections of this SaaS Agreement that expressly permit it. All notices must be addressed to the other Party at the address set forth in the Service Order. Either Party may designate a different address by giving ten (10) days’ written notice to the other Party in accordance with this SaaS Agreement. A copy of any notice under the terms of this SaaS Agreement (except for invoices and other routine correspondence) will be forwarded to the General Counsel/Legal Department of the receiving party or as updated by either party in writing. All communications and notices to be made or given pursuant to this SaaS Agreement must be in the English language. 
12.3 Force Majeure. Other than Client’s obligation to pay Provider pursuant to this SaaS Agreement and any Service Order, neither Party will be liable for any delay or failure to perform any obligation under this SaaS Agreement where the delay or failure results from any cause beyond its reasonable control, including but not limited to electrical or power outage, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, or labour disputes with its or its affiliates’ employees, industrial disturbances. 
12.4 Survival. The provisions of Sections 6, 7.4, 8, 9, 11 and 12, and any other Sections which by their nature are intended to survive, will survive the termination or expiration of the applicable Service Order. 
12.5 Assignment. Client may not assign this SaaS Agreement or the applicable Service Order, or delegate or sublicense any of Client’s rights or obligations hereunder, including by operation of law, without the prior written consent of Provider and any attempt to do so in violation of this provision will be null and void. This SaaS Agreement and any applicable Service Order will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. 
12.6 Variation. Except as otherwise expressly provided to the contrary in this SaaS Agreement or the applicable Service Order, this SaaS Agreement and the applicable Service Order may only be changed, modified or expanded by a writing signed by both Parties. 
12.7 No waiver. No delay, neglect or forbearance on the part of either Party in enforcing against the other any term or condition of this SaaS Agreement will be deemed to be a waiver nor will it in any way prejudice any right of that Party under this SaaS Agreement nor will any single or partial exercise of any right preclude any other or further exercise of these rights or any other right. 
12.8 Severability. The invalidity or unenforceability of any provision of this SaaS Agreement will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the Parties that this SaaS Agreement will be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective. The Parties agree that any principle of construction or rule of law that provides that an agreement will be construed against the drafter will not apply to this SaaS Agreement. 
12.9 Entire Agreement. This SaaS Agreement, along with any applicable Service Orders, contains the entire agreement between the Parties with respect to the matters specified herein and supersedes all prior or contemporaneous representations, understandings, agreements or communications between Provider and Client, whether written or verbal, regarding the subject matter of this SaaS Agreement. Except as a Service Order may otherwise expressly provide, each Service Order will be a complete statement of its subject matter and will supplement and modify the terms and conditions of this SaaS Agreement for purposes of that Service Order only. 
12.10 Relationship of the Parties. Nothing in this SaaS Agreement will be deemed to create a joint venture, partnership, or agency relationship between the Parties or be deemed to authorize either Party to incur any liabilities or obligations on behalf of, or in the name of, the other. 
12.11 Third Party Rights. Provider’s licensors are third party beneficiaries hereunder. This SaaS Agreement does not otherwise create any third party beneficiary rights, and, in particular, it is agreed that Client’s Authorized Users are not third party beneficiaries. Provider and Client are independent contractors.
12.12 Existing Agreements. This SaaS Agreement is separate from any obligations, rights, or requirements contained in any existing master services agreement, professional services agreement, consulting services agreement, outsourcing agreement, or related agreements (“Existing Agreements”) between the Parties. Any Existing Agreement will not apply to the products and services that are the subject of this SaaS Agreement, and this SaaS Agreement expressly overrides any conflicting statements in any Existing Agreement. 
12.13 Counterparts. The Service Orders may be executed in any number of counterparts and executed by facsimile or by other electronic communication as agreed upon by the Parties, such execution to be considered an original for all purposes, and all of which together will constitute one and the same instrument, notwithstanding that the Parties may not both be signatories to the original or same counterpart.
12.14 Business Contact Data. Each party consents to the other party using its Business Contact Data for contract management, payment processing, service offering, and business development purposes related to this SaaS Agreement. For such purposes, and notwithstanding anything else set forth in this SaaS Agreement with respect to Client Personal Information in general, each party shall be considered a data controller with respect to the other party’s Business Contact Data and shall be entitled to transfer such information to any country where such party’s global organization operates. 
12.15 Country-specific supplemental terms. Where the Service Order is executed between Client and a Provider entity listed on the country-specific supplemental terms (“Supplemental Terms”), the Supplemental Terms corresponding to the Provider contracting entity made available at https://www.avanade.com/en/utility/avanade-legal-terms shall apply to the SaaS Agreement for the limited purpose of complying with local law requirements. In the event of a conflict between such Supplemental Terms and the terms in this SaaS Agreement, the Supplemental Terms that correspond to the contracting Provider entity of a particular Service Order shall govern for that specific Service Order only. 
12.16 Governing Law. This SaaS Agreement and the applicable Service Order are governed by the laws specified in the Service Order. For all disputes arising out of or relating to the SaaS Agreement and/or the applicable Service Order, the Parties submit to the exclusive jurisdiction of the courts specified in the Service Order. 
 
EXHIBIT A -Definitions 
1. “Affiliate” of a Party means any entity, whether incorporated or not, that is Controlled by, Controls, or is under common Control with such Party. “Control” means the ability, whether directly or indirectly, to direct the affairs of another by means of ownership, contract or otherwise. 
2. “Authorized User” means any individual or entity that, directly or indirectly through another Authorized User, accesses or uses the SaaS Services. 
3. “Business Contact Data” means the names, mailing addresses, email addresses, and phone numbers of a party’s personnel, officers and directors and, with respect to Client, such information regarding Client’s vendors and customers that Provider may have access to in maintaining the parties’ business relationship. 
4. “Cloud Vendor” means the relevant cloud service provider, providing the IaaS. 
5. “Client Content” means all content, materials, data and information, including Client Personal Information that Client or its Authorized Users enter into the SaaS Services. Client Content shall not include any component of the SaaS Services or material or data provided by or on behalf of Provider or its licensors. 
6. Client Personal Information” means Personal Information provided to Provider by or on behalf of Client in connection with this SaaS Agreement, in the form of Client Content. Unless prohibited or specifically governed by applicable data protection laws, Client Personal Information shall not include information or data that is anonymized, de-identified and/or compiled on a generic basis and which does not name or identify a specific person. 
7. “Confidential Information” means information that relates to the other Party’s (or to Cloud Vendor's) past, present, or future research, development, business activities, products, services, and technical knowledge, which is identified by the discloser as confidential or that would be understood to be confidential by a reasonable person under the circumstances. For the purposes of this SaaS Agreement, the term “Confidential Information” does not include Client Content. 
8. “Consent” means (1) all consents, permissions, notices and authorizations necessary for Provider to provide the SaaS Services, including any of the foregoing from Client employees or third parties; (2) valid consents from or notices to applicable individuals whose data is processed by the SaaS Service); and (3) required authorizations from regulatory authorities, employee representative bodies or other applicable third parties; 
9. “Documentation” means information contained at the Supply Chain Cloud Online Document Hub (available at https://supplychaincloud.atlassian.net/wiki/spaces/SCC/overview, or successor URL) 
10. “Fees” means the fees specified in the relevant Service Order. 
11. “High-Risk Activities” means Usage such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems environments where the use or failure of the Service could lead to death, personal injury or environmental damage. 
12. “IaaS” means the infrastructure-as-a-service provided by a Cloud Vendor on which the SaaS Services are hosted or is otherwise utilized in the provision of the SaaS Services by Provider. 
13. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature. 
14. “Permitted Purpose” means Client’s internal business purposes. 
15. “Personal Information” means data which, individually or in combination with other data, names or identifies a natural person including: (a) data that is explicitly defined as a regulated category of data under applicable data protection laws; (b) non-public identifying data, such as national identification number, passport number, social security number, or driver’s license number; (c) health or medical information, such as insurance information, medical prognosis, diagnosis information or genetic information; (d) financial information, such as policy number, credit card number and/or bank account number; and/or (e) sensitive personal data, such as mother’s maiden name, race, religion, marital status, disability, or sexuality. 
16. “Provider” means the Accenture or Avanade entity, or their respective Affiliates, as identified in the applicable Service Order. 
17. “SaaS Services” means the Supply Chain Cloud hosted solution made available by Provider for Client’s access and use on a subscription basis, as detailed in the applicable Service Order. The term “SaaS Services” includes any modifications, enhancements, additions, extensions, translations and derivative works thereof and any configuration and related services. The SaaS Services do not include Client Content or any Client-provided third party software. 
18. “Service Order” means the documents referenced in Section 1.2, and any Schedules or other documents incorporated by reference herein, together with any amendments thereto duly executed by the Parties that confirms the Client’s purchase of its subscription to the SaaS Service. 
19. “Term” has the meaning set forth in Section 10. 
20. "Virus" means any item, software, device or code which is intended by any person to, or which is likely to, or which may: (a) impair the operation of any software or computer systems; (b) cause loss of, or corruption or damage to any software or computer systems or data; (c) prevent access to or allow unauthorised access to any software or computer system or data; and / or (d) damage the reputation of the Client and / or Provider, including any computer virus, Trojan horse, worm, software bomb, authorization key, license control utility or software lock.