OVHcloud Terms and Conditions of Purchase - US Entities

Name: OVHcloud Terms and Conditions of Purchase - US Entities
Brand: OVHcloud
Rating: 4.8 (476 reviews)

Effective: August 6, 2026

This Appendix sets forth the OVHcloud Terms and Conditions of Purchase (the "Purchase Terms") that govern the procurement of products and services by [Insert Legal Name of OVHcloud US Entity] ("OVHcloud"), from its suppliers. These Purchase Terms are incorporated by reference into and form an integral part of any Order issued by OVHcloud to a Supplier and the resulting Agreement between the parties.

By accepting an Order, whether expressly through the acknowledgment of receipt mechanism described herein or by commencement of performance, the Supplier agrees to be bound by the terms and conditions set forth in this Appendix. In the event of any conflict between these Purchase Terms and any prior or contemporaneous agreement, communication, or terms and conditions issued by the Supplier, these Purchase Terms shall prevail unless expressly modified in a written amendment signed by an authorized representative of OVHcloud.

SCOPE
1. These Purchase Terms shall apply to all products and services purchased by OVHcloud from its suppliers. They constitute a legally binding agreement when accepted by the Supplier, whether such acceptance was given "as is" or after being modified by an amendment signed by OVHcloud and the supplier (the "Supplier(s)").
DEFINITIONS
1. For purposes of the Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms used in the singular include the plural and vice versa, as the context requires.
2. "Deliverables" means any element subject of the Order including but not limited to any component, hardware, documentary deliverables, specific developments, interfaces, materials or any other element regardless of whether it gives rise to intellectual property rights, which is produced or developed for OVHcloud based on any Documentation provided by OVHcloud during the performance of the Agreement. Any Deliverables are part of the Supply.
3. "Documentation" means any document issued and provided by OVHcloud to the Supplier setting out OVHcloud's specific requirements that the Supplier and/or the Supply shall comply with, OVHcloud's needs and the performance of the Supply, including but not limited to specifications, statement of work, service level agreements, timeframes, applicable standards, and quality requirements.
4. "Order" means the purchase order issued by OVHcloud.
5. "OVHcloud" means the specific US affiliated entity of OVH Groupe S.A. set forth in the preamble above.
6. "OVHcloud Data and Information" means data and information which the Supplier collects, has access to or which OVHcloud communicates to the Supplier for the performance of the Agreement.
7. "Supply" means the products or services which are the subject of the Order.
8. "Suppliers Code of Conduct" means the code of conduct issued and provided by OVHcloud to the Supplier setting out the ethical standards the Supplier shall comply with.
CONTRACTUAL DOCUMENTS
1. The relationship between OVHcloud and the Supplier shall be governed by the following set of contractual documents: (i) the Order, (ii) these Purchase Terms, (iii) the Suppliers Code of Conduct and (iv) the Documentation (collectively, the "Agreement").
2. These Purchase Terms shall be deemed accepted upon receipt of the acknowledgment of receipt attached to the Order, which is to be returned to OVHcloud by the Supplier by email, at the latest within five (5) business days from the Order date. These Purchase Terms shall prevail over all other documents. In the absence of an acknowledgment of receipt, the beginning of the performance of the Order shall be deemed an express acceptance of these Purchase Terms and shall automatically entail the Supplier's waiver of its own terms and conditions.
3. The Order is sent to the Supplier by email through OVHcloud's electronic platform.
4. The Supplier agrees and acknowledges that it has read and accepted the Suppliers Code of Conduct. Its commitment to comply with the provisions of the Suppliers Code of Conduct is a pre-requisite to any business between OVHcloud and the Supplier.
DELIVERY
1. The Supplier undertakes to deliver the Supplies in the place and times indicated in the Order. The Supplier acknowledges that delivery times as indicated in the Order constitute an essential term without which OVHcloud would not have contracted.
2. If the Supplies are provided onsite, the Supplier shall comply with OVHcloud's health and safety regulations and measures applicable to external companies working on OVHcloud's site.
3. The Supplier shall deliver the Supplies in packaging that is appropriate as to their nature to prevent any damage to the Supply during transport, handling and storage. Packaging shall be carried out in compliance with all regulations and as provided under the Agreement. The Supplier will be liable for damage due to inappropriate or unfit packaging or labelling, including but not limited to breakage, missing items, partial damage.
4. OVHcloud will make its commercially reasonable efforts to promptly notify the Supplier of any non-conforming Supply or visible defects of the Supply that would preclude the acceptance of the Supply by OVHcloud, which will not exceed thirty (30) days of delivery unless otherwise agreed between OVHcloud and the Supplier. The foregoing inspection period shall not limit OVHcloud's right to reject or seek remedies for latent defects that are not reasonably discoverable upon initial inspection, which right shall survive for a period of twenty-four (24) months from delivery.
5. In the event of non-conforming Supply (including late delivery or incomplete Supply), OVHcloud shall have the right, at its option:
  1. to refuse it and return it to the Supplier at the risk and cost of Supplier;
  2. to refuse it and obtain from the Supplier the replacement of the non-conforming Supply at the Supplier's expense and risk within fifteen (15) calendar days following the date of notification of non-conformity by OVHcloud;
  3. to accept it after corrective work at the Supplier's expense and risk;
  4. to accept the non-conforming Supply "as is", in exchange for a price discount agreed by OVHcloud and the Supplier;
  5. to perform the Order or obtain from a third party to perform the Order.
  The non-conforming Supply refused by OVHcloud shall preclude the acceptance of OVHcloud and shall give rise to the application of liquidated damages, without prejudice to OVHcloud's right to seek actual damages. The applicable liquidated damages, if any, shall be as set forth in the relevant Order or Documentation.
PRICE, INVOICING AND PAYMENT TERMS
1. Price. The applicable prices are those given in the Order. Unless otherwise agreed by the parties (i) the prices stated in the Order are firm and non-revisable, (ii) these prices include all costs, expenses, charges and obligations in relation thereto for the performance of the Order, including packaging costs and the assignment of all intellectual property rights.
2. Invoicing. Invoices shall be issued in accordance with the provisions specified in the Order and in any case, not before the delivery of the product (when the Supply is a product) or before the performance of the service (when the Supply is a service). Invoices shall be made in the currency specified in the Order. Invoices must be sent to the billing address on the front of the Order form.
3. Invoices shall be drawn by the Supplier in accordance with all applicable regulations and include, in addition to legal notices, all details shown in the Order which allow the Supplies to be identified and checked, in particular:
  1. the Order number;
  2. the description of the Supply as described in the Order;
  3. Details of the bank account into which payment must be made;
  4. Details (name, email address, phone number) of the person to contact in case of billing disputes.
4. Payment Terms. Unless otherwise agreed by OVHcloud and the Supplier and subject to any other applicable local regulation, the deadline for payment shall be net forty-five (45) days from the date of OVHcloud's receipt of a complete and conforming invoice. OVHcloud may withhold payment of any amount that OVHcloud disputes in good faith, provided that OVHcloud notifies Supplier of the disputed amount and the basis for the dispute within thirty (30) days of receipt of the invoice. Undisputed amounts shall remain payable in accordance with the foregoing payment terms. OVHcloud shall have the right to set off against any amounts owed to Supplier under this or any other agreement any amounts that Supplier owes to OVHcloud.
SPECIFIC OBLIGATIONS OF THE SUPPLIER
1. For the entire duration of the Agreement, the Supplier shall:
  1. provide and perform the Agreement diligently, using the appropriate care in accordance with the Agreement;
  2. use qualified personnel with the necessary skills to perform the Agreement;
  3. comply with applicable laws and regulations;
  4. inform OVHcloud without undue delay, of any event which the Supplier is aware of and that might affect the proper execution or the continuity of the Agreement;
  5. comply with any Documentation including any timeframe, quality and service level agreement;
  6. provide to OVHcloud on demand and in a reasonable timeframe, any useful information and available documentation concerning the Agreement;
  7. participate in any meeting or committee (follow up, security, etc.) in the conditions provided under the Agreement.
2. The Supplier shall comply with all delivery times and deadlines as provided for under the Agreement. Compliance with these delivery times and deadlines constitutes an essential condition without which OVHcloud would not have contracted. The Supplier shall be strictly liable for any failure to meet the deadlines, specifications, and service level requirements set forth in the Agreement, regardless of Supplier's degree of care or effort.
TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
1. The transfer of ownership and risks in and to the Supply shall take place at the date of delivery of the Supply, provided however that such Supply has been fully accepted by OVHcloud in accordance with Article 4. Until such transfer, the Supplier shall bear all risks of loss, theft, damage, deterioration or destruction of the Supply, regardless of the cause thereof.
2. Any "reservation of title clauses" of the Supplier, whether contained in the Supplier's general terms and conditions of sale, quotations, order confirmations, invoices or any other document issued by the Supplier, shall not apply and shall be unenforceable against OVHcloud unless they have been expressly agreed to in writing by OVHcloud.
LABOR AND REGULATORY COMPLIANCE
1. The Supplier shall (a) conduct its business diligently and ethically, notably in compliance with the Suppliers Code of Conduct, and (b) comply with any regulation applicable to its activities notably any competition, environmental, labor, data protection, export control and tax laws applicable where the Supplier operates, and at least the principles of the United Nations Global Compact and the fundamental conventions of the International Labor Organization. The Supplier warrants OVHcloud against any claim and action in this respect.
2. The Supplier is responsible for the management and control of its personnel in charge of the Supply, which remains under its sole and exclusive responsibility. The Supplier shall comply with all tax and social obligations in force. The Supplier is also responsible for the duly payment of the compensation and personnel charges that Supplier assigns to the performance of the Supply.
3. US Regulatory Compliance. Without limiting Section 8.1, Supplier represents, warrants, and covenants that it shall comply with all applicable US federal, state, and local laws, including: (a) the Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1 et seq.) ("FCPA"); (b) all applicable economic sanctions laws and regulations administered by the Office of Foreign Assets Control ("OFAC"), the Export Administration Regulations ("EAR," 15 C.F.R. Parts 730-774), and, to the extent applicable, the International Traffic in Arms Regulations ("ITAR," 22 C.F.R. Parts 120-130); (c) anti-money laundering laws, including the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.); (d) the Fair Labor Standards Act, the Occupational Safety and Health Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and all other applicable federal and state employment and labor laws; and (e) all applicable federal, state, and local tax laws. Supplier represents that neither it nor any of its principals is presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any US federal, state, or local governmental agency.
4. Anti-Bribery. Supplier shall not, directly or indirectly, offer, pay, promise, or authorize the payment of any money or anything of value to any government official, political party, or any other person for the purpose of influencing any act or decision to obtain or retain business or any improper advantage. Supplier shall maintain books and records that accurately and fairly reflect all transactions related to this Agreement.
INTELLECTUAL PROPERTY
1. The Supplier represents and warrants it owns or has obtained all rights and authorizations necessary to the grant of rights and licenses provided to OVHcloud for the performance of the Agreement.
2. As to Deliverables, the Supplier hereby irrevocably assigns exclusively to OVHcloud all right, title, and interest in and to the Deliverables and all related intellectual property rights, including all patents, copyrights, trade secrets, and other intellectual property rights, as and when they are produced, so that OVHcloud will be allowed to freely operate, license and transfer the Deliverables with no limitation whatsoever. Supplier shall execute any documents and take any actions reasonably requested by OVHcloud to perfect, evidence, or vest in OVHcloud the rights assigned under this Section 9.2.
3. The Supplier shall warrant, indemnify and hold OVHcloud harmless against any claim or actions for unfair competition or infringement to any third-party intellectual property right (such as patent, trademark, copyright, design, author rights, etc.) resulting from the use or exploitation by OVHcloud of any elements (such as goods, services, software, documentation, etc.) provided by the Supplier to OVHcloud as provided under the Agreement.
4. The Supplier shall take in charge (a) all proceeding and defense reasonable costs resulting from any abovementioned claim and action, and (b) any damage and compensation allocated to a third party by settlement or an enforceable court decision, in connection with any such claim or action. This does not affect any other right or remedy available to OVHcloud in order to obtain compensation for the damages suffered as a result of such claim or action.
5. All the items (software, infrastructure, documentation, information, data, etc.) made available to the Supplier by OVHcloud remain the exclusive property of OVHcloud or of its licensors.
6. Any reference to OVHcloud, including the utilization of the name OVHcloud or the utilization of any logo, trademark or other sign owned by OVHcloud, is subject to OVHcloud prior written approval regardless of the purpose and medium used.
WARRANTIES
1. The Supplier represents and warrants it has the full authority, ability and capacity, as well as any required authorization, license and certification to conduct its business and activities, and to enter into and perform the Order. The Supplier shall provide evidence of such authorization, license or certification to OVHcloud on demand. In case of any change that no longer allows the Supplier to fulfill its obligations under the Agreement (notably loss of any required authorization, license or certification), the Supplier shall inform OVHcloud without undue delay.
2. The Supplier represents and warrants that (a) all elements (such as equipment, software, systems, services, data, etc.) provided to OVHcloud in execution of the Order are compliant with applicable standards and regulations, notably with any standards and regulations applicable at the manufacturing and delivery location and (b) such elements can be lawfully used by OVHcloud in the agreed territory subject to any restriction provided in the Agreement. The Supplier shall communicate to OVHcloud on demand, any appropriate document to justify such compliance.
3. The Supplier represents and warrants that the Supply is (i) compliant with the Agreement, (ii) compliant with applicable professional practices and regulations, (iii) fit to fulfill the functions and purposes for which it is intended, (iv) free from any infringement of intellectual property rights held by third parties, and (v) free from defects or operating defects.
4. Warranty Period. Unless otherwise specified in the Order, the warranties set forth in this Article 10 shall remain in effect for a period of twenty-four (24) months from the date of OVHcloud's acceptance of the applicable Supply. Repair or replacement of any non-conforming Supply shall restart the warranty period for the repaired or replaced item.
5. Software Warranty. To the extent the Supply includes software, Supplier warrants that such software: (a) does not contain any virus, worm, Trojan horse, back door, time bomb, drop dead device, or other malicious or surreptitious code; (b) does not contain any open-source software except as expressly disclosed to and approved in writing by OVHcloud; and (c) will perform materially in accordance with its Documentation for the duration of the warranty period.
6. Title and Liens. Supplier warrants that the Supply shall be delivered free and clear of all liens, encumbrances, and security interests of any kind.
7. No Implied Warranty Disclaimer. All warranties provided herein are in addition to, and not in lieu of, any warranties implied by law, including implied warranties of merchantability and fitness for a particular purpose under the Uniform Commercial Code as adopted in the State of Delaware, to the maximum extent permitted by applicable law.
LIABILITY
1. The Supplier is liable for any damages sustained by OVHcloud or any third party as a result of non-performance, improper performance or any failure to fulfill any of its obligations under the Agreement (including any obligation performed by its subcontractors).
2. The Supplier shall defend, indemnify, and hold OVHcloud and its affiliates, and their respective officers, directors, employees, agents, successors, and assigns harmless from and against all claims, demands, suits, actions, liabilities, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) any breach of the Agreement by Supplier; (b) any negligent or wrongful act or omission of Supplier, its employees, agents, or subcontractors; (c) any claim that the Supply infringes or misappropriates any third-party intellectual property right; or (d) any violation of applicable law by Supplier. Supplier's indemnification obligations are not subject to any limitation of liability. OVHcloud shall: (i) provide Supplier with prompt written notice of any claim (provided that failure to provide timely notice shall not relieve Supplier of its obligations except to the extent Supplier is materially prejudiced thereby); (ii) grant Supplier sole control of the defense and settlement of such claim, provided that Supplier shall not settle any claim that imposes any obligation on OVHcloud or admits any liability on OVHcloud's behalf without OVHcloud's prior written consent; and (iii) provide reasonable cooperation at Supplier's expense. OVHcloud may participate in the defense at its own expense with counsel of its choosing.
3. Without limiting the generality of the foregoing, in no event shall the Supplier's liability be limited or excluded in the case of (a) gross negligence or willful misconduct, (b) intellectual property infringement, (c) breach of its obligations related to Article 13 "Confidentiality and Data Protection," (d) damages to material property, and (e) personal injury or death.
4. The service credits and any other liquidated damages provided under the Agreement, notably in case of Supplier's failure to comply with the Documentation, including any service level agreement and deadlines, do not constitute OVHcloud's exclusive remedy, and are without prejudice to OVHcloud's right to claim additional damages and any other available remedies, notably where the actual loss and/or damage suffered by OVHcloud exceeds the amount of the service credits or liquidated damages.
INSURANCE
1. The Supplier shall obtain and maintain throughout the term of the Agreement, at its sole cost and expense, the following minimum insurance coverages from insurers rated "A-" or better by A.M. Best:
  1. Commercial General Liability: 1,000,000 per occurrence / $2,000,000 aggregate;
  2. Professional Liability / Errors & Omissions: $1,000,000 per claim / $2,000,000 aggregate;
  3. Workers' Compensation: statutory limits as required by applicable state law, and Employer's Liability of $1,000,000 per accident;
  4. Commercial Automobile Liability (if applicable): $1,000,000 combined single limit;
  5. Cyber Liability / Technology Errors & Omissions (if Supplier accesses, processes, or stores OVHcloud Data and Information): $2,000,000 per claim / $2,000,000 aggregate;
  6. Umbrella / Excess Liability: $2,000,000 per occurrence / $3,000,000 aggregate.
2. OVHcloud and its affiliates shall be named as additional insureds on Supplier's Commercial General Liability and umbrella policies. All policies shall include a waiver of subrogation in favor of OVHcloud. Supplier shall provide OVHcloud with certificates of insurance evidencing the required coverages (i) prior to commencing performance, and (ii) annually thereafter and upon OVHcloud's request. Certificates shall provide that OVHcloud will receive at least thirty (30) days' prior written notice of cancellation or material change. The insurance requirements set forth herein do not limit Supplier's liability under the Agreement.
CONFIDENTIALITY AND DATA PROTECTION
1. The Supplier shall comply with local data protection regulations.
2. The Supplier undertakes to ensure the security and confidentiality of all OVHcloud Data and Information.
3. The Supplier shall:
  1. communicate or give access to OVHcloud Data and Information only to its employees on a need to know basis, provided that before having access to or receiving any OVHcloud Data and Information, employees must individually (i) be informed by the Supplier of the confidential nature of OVHcloud Data and Information, and (ii) enter into an enforceable non-disclosure written agreement;
  2. implement and maintain appropriate technical and organizational measures to ensure the security and confidentiality of OVHcloud Data and Information, notably in order to prevent any unauthorized or unlawful processing, accidental loss or destruction of or damage to such data and information;
  3. implement and use information systems which comply "by design" with any applicable law and regulation and with all the requirements and obligations provided under the Agreement;
  4. set up and maintain the appropriate process and documentation (notably concerning its organization, security measures and information systems) to demonstrate such compliance;
  5. when handling and/or processing personal data, comply with applicable regulation;
  6. not disclose or transfer OVHcloud Data and Information to any third party without obtaining OVHcloud's prior written authorization to do so;
  7. indemnify and hold OVHcloud (including OVHcloud's officers, directors, employees, agents and affiliates) harmless from and against any and all liabilities, damages, losses, costs and expenses arising out of or in connection with any breach of this Article 13.
4. The Supplier shall inform OVHcloud within forty-eight (48) hours of becoming aware of any security breach or incident having or which may have an impact on OVHcloud Data and Information.
5. OVHcloud shall be entitled to conduct, at its own expense, within reasonable periodicity, and directly or indirectly through a third-party well-reputed auditor, compliance assessments (including at Supplier's premises) in order to verify the Supplier complies with its obligations under the Agreement (notably data privacy and security commitments). Supplier shall cooperate and make available to OVHcloud and third-party auditor, any necessary information, access and reports.
6. US Data Privacy Laws. To the extent Supplier processes personal information on behalf of OVHcloud that is subject to any US federal or state privacy or data protection law (including the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"), and any comparable state privacy statutes), Supplier shall: (a) process such personal information solely as necessary to perform its obligations under this Agreement and in accordance with OVHcloud's documented instructions; (b) not sell or share (as those terms are defined under the CCPA/CPRA) any personal information received from or on behalf of OVHcloud; (c) not retain, use, or disclose such personal information for any commercial purpose other than providing the Supply; (d) enter into a data processing addendum with OVHcloud upon request, incorporating the requirements of applicable law; and (e) where Supplier is a "service provider" or "processor" as defined under applicable law, provide the same level of privacy protection as required by such law.
7. Security Breach Notification. Supplier shall notify OVHcloud in writing within forty-eight (48) hours of discovering any actual or reasonably suspected security breach affecting OVHcloud Data and Information, including: (a) the nature and scope of the breach; (b) the data affected; (c) the corrective actions taken or planned; and (d) a designated contact person. Supplier shall cooperate with OVHcloud in investigating and remediating the breach, and shall reimburse OVHcloud for all reasonable costs incurred as a result, including notification costs, credit monitoring, forensic investigation, and regulatory fines to the extent caused by Supplier's acts or omissions.
8. Return and Destruction of Data. Upon expiration or termination of the Agreement, or upon OVHcloud's written request, Supplier shall promptly return or securely destroy (at OVHcloud's election) all OVHcloud Data and Information in its possession or control, and certify such return or destruction in writing within thirty (30) days.
TERMINATION
1. Termination for convenience. OVHcloud shall have the right to terminate the Agreement upon thirty (30) days written notice to the Supplier. Supplier shall be entitled to full reimbursement of all project-related materials and labor already engaged and justified.
2. Termination for cause. In case of (a) Supplier's failure to comply with one or more of its obligations under the Agreement not remedied within ten (10) business days following a breach notification sent by OVHcloud by certified mail, return receipt requested, nationally recognized overnight courier, or email with confirmed receipt, or (b) repeated breach from the Supplier to all or part of the Documentation – including any service level agreement, OVHcloud shall be entitled to terminate the Agreement and/or any relevant Order without having to file any claim before a competent court to this effect. The decision to terminate is notified to the Supplier by certified mail, return receipt requested, nationally recognized overnight courier, or email with confirmed receipt, specifying the effective date of termination. Termination for cause is without prejudice to OVHcloud's right to claim damages and any other available remedies.
3. Termination for Insolvency. OVHcloud may terminate the Agreement immediately upon written notice if Supplier: (a) becomes insolvent or is unable to pay its debts as they become due; (b) files or has filed against it a petition in bankruptcy or for reorganization under any applicable insolvency law; (c) makes a general assignment for the benefit of creditors; or (d) has a receiver, trustee, or liquidator appointed for a substantial part of its assets.
4. Termination for Change of Control. OVHcloud may terminate the Agreement upon thirty (30) days' written notice if Supplier undergoes a Change of Control. "Change of Control" means any merger, acquisition, sale of all or substantially all assets, or other transaction resulting in a change in the ultimate controlling ownership of Supplier.
5. Transition Assistance. Upon expiration or termination of the Agreement for any reason, Supplier shall, at OVHcloud's request and for a period of up to one hundred eighty (180) days following the effective date of expiration or termination, continue to provide the Supply (or such portion thereof as OVHcloud may reasonably request) at the then-current pricing and terms, to facilitate OVHcloud's orderly transition to an alternative supplier or in-house capability. Supplier shall cooperate in good faith with OVHcloud and any successor supplier during such transition period.
SUB-CONTRACTING
1. The Supplier shall not subcontract without obtaining OVHcloud's prior written consent, any performance which (a) is part of the Supplier's core business, or (b) may imply an access to or handling of OVHcloud Data or Information (including OVHcloud's customers data or information).
2. Unless a direct payment is expressly agreed in writing by OVHcloud, the Supplier remains solely responsible to pay its subcontractors, and shall warrant and hold OVHcloud harmless against any claim and action in this respect.
3. Where the Supplier subcontracts its obligations under the Agreement, it shall do so only by way of a written agreement with the subcontractor which imposes the same obligations on the subcontractor as are imposed on the Supplier under the Agreement.
4. Where the subcontractor fails to fulfill its obligations, the Supplier shall remain fully liable to OVHcloud for such failure in the conditions provided under the Agreement.
5. The Supplier shall make available to OVHcloud upon request (a) an exhaustive up to date listing of the subcontractors used by the Supplier for the performance of the Services and (b) if necessary (notably in case of a subcontractor's failure to comply with the Agreement or in accordance with a governmental, judicial or other mandatory order) a copy of the relevant subcontracting agreement entered into between the Supplier and the subcontractor (except for any commercial information which may be removed).
ASSIGNMENT
1. The Supplier shall not assign, transfer, delegate, novate, sublicense, or otherwise dispose of all or part of its rights or obligations under the Agreement, whether by operation of law or otherwise, and whatever the form of the assignment or the transfer, without obtaining the prior written consent of OVHcloud. Any purported assignment or transfer in violation of this Article 16 shall be null and void and of no force or effect.
  
  OVHcloud may freely assign or transfer all or part of the Agreement, together with any rights and obligations arising hereunder, to any of its affiliates or to any third party in connection with a merger, acquisition, reorganization, consolidation, change of control, or sale of all or substantially all of its assets or business to which the Agreement relates, without the Supplier's consent and without any further formality, provided that OVHcloud shall notify the Supplier of any such assignment or transfer.
  
  The Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
FORCE MAJEURE
1. Neither party shall be liable for any delay or failure to perform its obligations under the Agreement (other than payment obligations) to the extent such delay or failure results from a Force Majeure Event. "Force Majeure Event" means any event beyond the affected party's reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, government actions or orders, embargoes, fire, flood, power outages, telecommunications failures, or labor disputes not involving the affected party's employees.
  
  The affected party shall: (a) notify the other party promptly of the Force Majeure Event and its expected duration; and (b) use commercially reasonable efforts to mitigate its effects and resume performance.
  
  If a Force Majeure Event affecting Supplier continues for more than thirty (30) consecutive days, OVHcloud may terminate the affected Order(s) without liability. If a Force Majeure Event affecting OVHcloud continues for more than ninety (90) consecutive days, OVHcloud may terminate the affected Order(s) without liability.
GOVERNING LAW AND JURISDICTION
1. The Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule. Each Party hereby irrevocably agrees and submits to exclusive jurisdiction and venue in the federal district courts in the District of Delaware for any suit, action, or proceeding arising out of, based on, or related to this Contract (a "Contract Dispute"); except, however, if the federal district courts in the State of Delaware decline to exercise jurisdiction, each Party agrees and submits to exclusive jurisdiction and venue in the state courts of New Castle County in the State of Delaware for any Contract Dispute. If each of these courts decline to exercise jurisdiction, each Party agrees and submits to jurisdiction and venue in any federal or state court located in the State of Delaware for any Contract Dispute. Each Party irrevocably consents to personal jurisdiction in the State of Delaware for any Contract Dispute. Each Party also irrevocably waives any right it may have to a trial by jury in any Contract Dispute. Each Party further agrees that service of process may be accomplished by overnight mail with delivery confirmation to the addresses set forth in this Agreement, and that such service shall be effective service of process for any Contract Dispute.
MISCELLANEOUS
1. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating thereto.
2. Amendments. No amendment or modification of these Purchase Terms shall be valid or binding unless made in writing and signed by an authorized representative of each party.
3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
4. Waiver. No failure or delay by either party in exercising any right or remedy under this Agreement shall constitute a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
5. Independent Contractor. The Supplier is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Supplier's personnel are not employees of OVHcloud and are not entitled to any OVHcloud employee benefits.
6. Non-Solicitation. During the term of the Agreement and for twelve (12) months thereafter, neither party shall directly solicit for employment any employee of the other party who was materially involved in the performance of the Agreement, without the other party's prior written consent. This restriction does not apply to general, non-targeted job advertisements or to individuals who initiate contact on their own.
7. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered: (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier service (e.g., FedEx, UPS); or (c) upon confirmed receipt if sent by email to the addresses specified in the Order. Notice by certified mail, return receipt requested, shall also constitute valid notice.
8. Survival. The provisions of Articles 9 (Intellectual Property), 11 (Liability), 12 (Insurance), 13 (Confidentiality and Data Protection), 18 (Governing Law and Jurisdiction), and this Article 19, together with any other provision that by its nature is intended to survive, shall survive the expiration or termination of this Agreement.
9. Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
10. Export Compliance. Supplier shall not export, re-export, or transfer any Supply, technology, or technical data received from OVHcloud in violation of applicable US export control laws and regulations, including the EAR and ITAR.

IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed these Purchase Terms as of the date set forth below, and hereby acknowledges having read, understood and accepted the terms and conditions contained herein, including the Suppliers Code of Conduct referenced in Article 3.

For and on behalf of the Supplier

Company:____________________

Name: ____________________

Job Title: _______________________

Date: _______________________

Signature: ________________________