Purchase Order Terms and Conditions

Transcription

1 Purchase Order Terms and Conditions Accenture means Accenture Australia Pty Ltd (ABN ), a company incorporated in Australia, having its registered address at 3 Sussex Street, Barangaroo, Sydney NSW 2000, or an Affiliate as defined below, as the case may be. Affiliate means any Accenture entity, whether incorporated or not, that is controlled by or under common control with Accenture Plc, a public limited company incorporated in Ireland and its successors; and "control" or variants of it will mean the ability, whether directly or indirectly to direct the affairs of another by means of ownership, contract, or otherwise. Conditions means these Purchase Order Terms and Conditions. Deliverables means the goods and/or services detailed in the Purchase Order. GST means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth). Intellectual Property Rights means all intellectual and industrial property rights anywhere in the world including without limitation, any invention, patent, design or utility model rights, any copyright and trademarks, database rights, topography rights, and any other rights of a like nature whether or not registered, and the right to apply for them. party means Accenture or the Supplier; and parties mean Accenture and the Supplier collectively. Project Materials means materials or works created by the Supplier in the course of providing the Deliverables. Purchase Order means the purchase order issued by Accenture to the Supplier for the supply of the Deliverables. Specifications means the specifications, descriptions, functions, or any other requirements set out in the Purchase Order and documents attached thereto (including drawings and descriptions) and the Supplier's product documentation. Supplier means the person or entity providing the Deliverables pursuant to the Purchase Order. 1. Purchase Order 1.1 The Purchase Order will set out the Deliverables required by Accenture, and the Supplier agrees that any Deliverable supplied under the Purchase Order will be subject to these Conditions. Where Accenture and the Supplier have executed an agreement for purposes of the supply of the Deliverables, the terms of such agreement will govern the supply of the Deliverables and supersede these Conditions. 1.2 Subject to Clause 1.1, the parties agree that the Purchase Order together with these Conditions constitute the entire agreed terms and conditions relating to the Deliverables specified in the Purchase Order, and exclude any other terms and conditions relating to such Deliverables on any other purchase order, confirmation, invoice, payment slip or any other related document, and in particular, those documents issued by the Supplier. 1.3 In the event that the Supplier has to design, develop or manufacture specifically for Accenture any of the goods forming the Deliverable specified on the Purchase Order, the Supplier will submit to Accenture a prototype and/or plans for approval. The Supplier will obtain written confirmation from Accenture on the acceptance of the prototype and/or plans before full production of the goods can commence. Accenture will not be liable to reimburse any costs and expenses incurred by the Supplier prior to receipt by the Supplier of Accenture s written confirmation.

2 2. Delivery 2.1 The Deliverables will be delivered or performed on the date and at the place specified in the Purchase Order. 2.2 Unless expressly agreed otherwise, the Deliverables will be delivered during Accenture's normal business day. The delivery and any other costs associated with the supply of the Deliverables will be at the Supplier's own expense, unless otherwise stated on the Purchase Order. 2.3 Accenture's signature affixed on any delivery note or any other documentation presented for signature in connection with delivery of the Deliverables will serve only as confirmation of the number of packages received, and not as acceptance of the actual quantity, quality or condition of the Deliverables. 3. Specifications and Rejection 3.1 The Deliverables will conform in all respects with the Specifications. All goods in the Deliverables will be of sound materials, workmanship and (where the Supplier is responsible for this) design, and will be equal in all respects to relevant samples or patterns provided by or accepted by Accenture. All services forming the Deliverables will be performed in a sound manner and will be free from all defects including (to the extent that the Supplier is responsible for the design) defects in design or installation. 3.2 All Deliverables will pass Accenture's acceptance tests. Accenture will be entitled to reject all Deliverables that do not meet the provisions of Clause 3.1. If, by the nature of the Deliverables, any defect or failure to conform with clause 3.1 does not or would not become apparent (despite the carrying out of any examination) until after use of the Deliverables, Accenture reserves the right to reject such Deliverables even after a reasonable period of use. 3.3 Any Deliverable rejected under Clause 3.2 will, at Accenture's request, be replaced or reperformed, as the case may be, by the Supplier at the Supplier's cost and expense. Alternatively, Accenture may elect (at Accenture's option) to terminate the Purchase Order pursuant to Clause 9 in respect of the Deliverables in question and the whole of the remainder of the Deliverables (if any) covered by the Purchase Order. All rejected Deliverables will be returned to the Supplier at the Supplier's cost and expense. 3.4 The Deliverables will be supplied in accordance with any applicable Australian or international standards. The Deliverables will, at the time of delivery or performance, comply with all relevant requirements of applicable laws. 3.5 Notwithstanding Accenture's rights under Clauses 3.3, Accenture will be entitled to return any goods to the Supplier for a full refund within fifteen (15) days of delivery without incurring any costs or charges whatsoever. 4. Inspection 4.1 The Supplier will permit Accenture access to its premises at any reasonable time in order to inspect the Deliverables in the course of manufacture, provision or storage. If, as a result of such inspection, Accenture is not satisfied that the Deliverables will comply with the Purchase Order, Accenture will notify the Supplier in writing and the Supplier will, as soon as possible, take all necessary steps to ensure compliance. Any inspection carried out or notification issued by Accenture will not relieve the Supplier of its obligations under the Purchase Order.

3 5. Property and Risk 5.1 Property and risk in goods shall pass to Accenture when they are delivered in accordance with Clause 3. Such passing of property and risk shall be without prejudice to any right of rejection arising under these Conditions. 6. Prices and Payment 6.1 The prices and currency will be as specified in the Purchase Order. For the avoidance of doubt, the prices do not include GST, which will be applied in addition to the prices where applicable. 6.2 No increase in price will be made or accepted unless agreed in writing by Accenture. 6.3 The Supplier will submit an invoice once the Deliverables have been delivered. Invoices will normally be submitted by in a non-manipulatable format such as.pdf.tif or.jpg to acn.inv.australia@accenture.com. Exceptionally, where the Supplier is unable to submit invoices by such means and in such format, it may deliver its invoices to GPO Box 3434 SYDNEY NSW Accenture will pay the Supplier within forty-five (45) days of receipt of a correctly rendered invoice, unless otherwise agreed. Any invoice submitted by the Supplier in accordance with Clause 6.3 will be deemed to be received by Accenture on the first business day following the date of the submission. Any invoice submitted by the Supplier by mail will be deemed to be received by Accenture on the second business day following the date of posting. If an invoice remains unpaid for a period of forty-five (45) days following the date of receipt, the Supplier will immediately notify Accenture in writing. 6.5 If Accenture disputes any of the prices or charges specified in an invoice, it will notify the Supplier within ten (10) business days of receipt of the invoice, identifying clearly the portion of the invoice in dispute. The Supplier will then cancel such invoice and reissue a new invoice for the undisputed amount within five (5) days from receipt of notice of dispute. 6.6 The parties will promptly investigate any disputed invoice and will act reasonably to seek to resolve the dispute. Any disputed invoice or part of an invoice agreed by Accenture to be payable following resolution will be reinvoiced as appropriate. Notwithstanding the foregoing, The Supplier will continue to provide the Deliverables as if the dispute did not exist. 6.7 The Supplier shall be responsible for ensuring that all information on invoices is complete and accurate, and that specific reference is made to financial charge codes, purchase order numbers or job numbers submitted by Accenture personnel. 7. Intellectual Property Rights 7.1 The Supplier warrants that neither the sale nor use of goods nor the performance or provision of the Deliverables will infringe any Intellectual Property Rights. 7.2 The Supplier will indemnify Accenture and its Affiliates, officers, employees and agents from all actions, costs, claims, demands, expenses and liabilities whatsoever resulting from any actual or alleged infringement as set out in Clause 7.1 and the Supplier will defend or (at Accenture's option) assist in the defence of any proceedings which may be brought in that connection. 7.3 In the event of such claim or action, the Supplier will do all things and take such action (including procuring any

4 required licenses, consents or authorisations or modifying or replacing any infringing item) without charge to Accenture as will be necessary to prevent or remedy (without detracting from the overall functions or performance) any infringement, provided that Accenture will use reasonable endeavours to mitigate its loss; the Supplier will at all times act in such a way as to minimise interruption and disruption to the operation of Accenture's business. 7.4 All Intellectual Property Rights in any of the Supplier's pre-existing materials used in the provision of the Deliverables to Accenture shall be owned by the Supplier. Notwithstanding the above, the Supplier hereby grants Accenture and its Affiliates an irrevocable royalty free license to use, copy or modify such pre-existing materials for its internal business purposes. 7.5 The Intellectual Property Rights in the Project Materials will vest upon creation in Accenture. In the event that the Supplier requests and Accenture grants written consent such that the Intellectual Property Rights for specific Project Materials are not assigned to Accenture, the Supplier hereby grants to Accenture and its Affiliates an irrevocable royalty free licence to use, copy or modify the Project Materials with a right to sublicense those Project Materials to third parties for any purposes intended by Accenture and notified to the Supplier from time to time. 8. Indemnity and Limitation of Liability 8.1 The Supplier will indemnify and hold Accenture and its Affiliates, officers, employees and agents, harmless from and against any claims, demands, loss, damage or expense (including all legal fees on a solicitor-client basis) arising from or relating to: (a) any bodily injury or death of any person, or any damage to or loss of property resulting from the negligence or wilful acts or omissions of the Supplier or its employees, agents or sub-contractors; (b) the Supplier s breach of its confidentiality or privacy obligations stated in these Conditions; or (c) any breach by the Supplier of the warranties under the Purchase Order and these Conditions. 8.2 To the extent permitted by law and with the exception of the Supplier's indemnification obligations hereunder which will have unlimited liability, each party s maximum liability to each other concerning the Deliverables or any other manner related to the Purchase Order, for any and all claims, will not in the aggregate exceed the total fees payable by Accenture to the Supplier under the Purchase Order for the Deliverables. To the extent permitted by law, in no event will either party be liable for any indirect, special, incidental, exemplary or consequential loss or damage arising from or related to the Purchase Order whether or not that party has been advised of the possibility of such loss or damages. 8.3 To the extent permitted by law, the parties agree that any applicable proportionate liability legislation is excluded in relation to all and any rights, obligations and liabilities under the Purchase Order whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, or a claim in tort or otherwise. 9. Force Majeure 9.1 If a party is delayed or prevented from performing its obligations under the Purchase Order by circumstances beyond its reasonable control, (including but not limited to acts of God, war, riot etc.) ( Event of Force Majeure ), such performance will be suspended and if it cannot be completed within a reasonable time after the due date as specified in the Purchase Order, the Purchase Order may be terminated by either party.

5 9.2 If the provision of the Deliverables is affected by an Event of Force Majeure, Accenture reserves the right to terminate the whole or any part of the Purchase Order or any consignment on account thereof if the Purchase Order is not completed in all respects in accordance with the instructions and Specifications specified in the Purchase Order and with the foregoing conditions, in particular with Clauses 2.1, 3.1, and 3.4, compliance with which by the Supplier is of the essence and a fundamental condition of these Conditions. If Accenture terminates the whole or any part of a Purchase Order or consignment it shall only be obliged to pay the Supplier in relation to such items of the Purchase Order or consignment that have been expressly accepted by it. In the event of Accenture terminating the Purchase Order as to all or any of the Deliverables covered thereby, Accenture will be entitled to purchase from a third party a like quantity of Deliverables of similar description and quality and, in that event, the Supplier will be liable to reimburse to Accenture on demand all additional expenditure incurred by Accenture in connection with Accenture's said termination including any increase in price over that stated on the Purchase Order. 10. Termination 10.1 Either party may, upon giving fourteen (14) days' written notice identifying specifically the basis for such notice, terminate the Purchase Order for breach of a material term or condition of the Purchase Order, provided the defaulting party will not have cured such breach within the fourteen (14) days period Accenture may terminate the Purchase Order, without cause or liability, at any time by giving at least thirty (30) days written notice to the Supplier Accenture may immediately terminate the Purchase Order by written notice if the Supplier s business fails. The Supplier s business will be treated for this purpose as having failed if any of the enumerated situations occur: (a) The Supplier makes any voluntary arrangement with its creditors; (b) (being an individual or firm) the Supplier becomes bankrupt; (c) (being a customer) the Supplier becomes subject to an administration order or go into liquidation; (d) any third party takes possession of, or enforces rights over, any of the Supplier s property or assets under any form of security; (e) The Supplier stops or threatens to stop carrying on business; (f) The Supplier suffers any process equivalent to any of these, in any jurisdiction; or (g) Accenture reasonably believes that any of the events mentioned above is about to occur and notifies the Supplier accordingly In the event Accenture terminates the Purchase Order pursuant to Clause 10.1 above (due to a breach by the Supplier), Accenture will be entitled to a pro rata refund of any and all pre-paid fees or charges for the remainder of the term of the Purchase Order for the Deliverables which have not yet been completed In the event of termination of the Purchase Order for any reason except the reasons stated in Clause 10.3 above, the Supplier will be entitled to payment of all fees and reimbursement of expenses incurred relating to Deliverables provided prior to the effective date of such termination.

6 10.6 Upon termination of the Purchase Order for any reason, the Supplier will cease all activities, promptly provide to Accenture, without additional cost to Accenture, all work product and files developed by the Supplier under the Purchase Order, and return all materials provided to the Supplier by Accenture in connection with the Purchase Order (including, without limitation, any Confidential Information, data, software, equipment, documentation or other Accenture property) Any right of termination under this Clause is additional to any rights available to Accenture under the law of any relevant jurisdiction. 11. Data Privacy 11.1 The Supplier will comply with all applicable data privacy laws, including the Privacy Act 1988, and Accenture data privacy policy. In any case where the Supplier will, as part of the performance of the Purchase Order, access, handle or use any information that relates to or identifies any natural person ( personal information ) owned by Accenture, the Supplier will: (a) access, handle, and use such personal information only as needed in order to perform the Purchase Order or in order to comply with applicable laws or court orders; (b) follow any instructions provided by Accenture to the Supplier relating to compliance with any laws, regulations, court orders, or self-regulatory programs applicable to the collection, use, and disclosure of personal information; (c) maintain commercially reasonable policies and procedures to protect the security, privacy, integrity, and confidentiality of such personal information; (d) notify Accenture immediately in the event of any breach of the security of such personal information, and cooperate with Accenture in any post-breach investigation or remediation efforts; (e) notify Accenture immediately in the event of any claim or complaint from any individual to whom the personal information relates and/or where there has been an event of non-compliance with any data privacy laws by the Supplier, whether discovered by the Supplier or forming the subject of an investigation and/or action by the relevant authorities; (f) refrain from disclosing any personal information to any third party, or transfer any personal information outside this country, without Accenture's prior written approval; (g) notify Accenture promptly in the event that the Supplier is required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any such personal information to any person other than Accenture or another subcontractor expressly approved to receive such personal information by Accenture; (h) indemnify Accenture against all proceedings, costs, expenses, liabilities or damages arising from the Supplier s failure to comply with any applicable data privacy laws and the terms herein. The remedies available to Accenture contained herein are without prejudice to and in addition to any warranties, indemnities, remedy or other rights provided by law, any prior agreement or any other terms of the Purchase Order; and

7 (i) return or destroy all such personal information promptly upon the termination of the Purchase Order, or at any time during the term of the Purchase Order upon written instructions from Accenture. 12. Confidentiality 12.1 During the course of performing the Purchase Order, the Supplier may be provided with or have access to information (in oral or written form) of Accenture, its clients, suppliers or employees that (i) relates to past, present, or future research, development, or business activities, employee data, proposals, pricing, methodology, software, proprietary products, materials, services, or technical knowledge; or (ii) is regarded as confidential by Accenture including the content of the Purchase Order; or (iii) is considered personal information as defined in the Privacy Act 1988 ("Confidential Information") Confidential Information may be used by the Supplier only to assist the Supplier in performance of its obligations under the Purchase Order The Supplier will protect the confidentiality of the Confidential Information in the same manner that the Supplier protects its own confidential information of like kind, but no less than reasonable care. Access to the Confidential Information shall be restricted to the Supplier s personnel who have a need to know the information, on the basis that such personnel have been made aware of and have entered into materially similar covenants to comply with the confidentiality obligations set out in this Clause The Supplier shall not disclose Confidential Information to any third party without Accenture s prior written consent The Confidential Information may not be copied, reproduced, published or distributed without Accenture's prior written consent The Confidential Information shall remain the sole property of Accenture. Unless otherwise expressly authorized in writing by Accenture, all Confidential Information made available to the Supplier, including copies thereof, shall be returned to Accenture or deleted/destroyed (at Accenture s election) upon the first to occur of (i) termination of the Purchase Order or (ii) request by Accenture Nothing in the Purchase Order shall prohibit or limit the Supplier's use of information (including, but not limited to, ideas, concepts, know-how, techniques, and methodology) (i) previously known to the Supplier, (ii) independently developed by the Supplier, (iii) acquired by the Supplier from a third party which is not, to the Supplier's knowledge, under an obligation to Accenture not to disclose such information, or (iv) which is or becomes publicly available through no breach by the Supplier of these Conditions The provisions of this Clause will survive the expiration or termination of the Purchase Order. 13. Insurance 13.1 The Supplier will maintain in effect throughout the time required for the Supplier to perform its obligations during the term as stated in the Purchase Order, the following types of insurance at the following minimum amounts: (a) General or public liability insurance including contractual liability, product liability and complete operations coverage with limits of not less than AUD$10,000,000 per occurrence and in the aggregate bodily injury, death and damage to tangible property.

8 (b) Workers compensation and related insurance, as prescribed by the law of any state in which the Deliverables are to be provided. (c) Where the Supplier provides professional services, professional indemnity insurance covering the acts, errors and omissions of the Supplier, its employees, agents and subcontractors, in an amount of AUD$1,000,000 per claim and in the aggregate Upon execution of the Purchase Order and upon renewing each insurance and/or policies required herein, the Supplier will provide Accenture with certificates of currency evidencing compliance with the insurance provisions of this Clause 13. The Supplier s insurance broker or insurer will endeavour to provide Accenture with written notice thirty (30) days prior to cancellation of any of the foregoing insurances and/or policies Accenture and its officers, directors, employees and agents will be named as an additional insured on the Supplier s general or public liability insurance policies and the Supplier s policies will be primary and not contributory with any coverage maintained by Accenture or on behalf of Accenture In the event that the Supplier s insurance policy is unable to accommodate naming the Accenture and its officers, directors, employees and agents as additional insured under the Supplier s public liability insurance pursuant to Clause 13.3, the Supplier s public liability insurance policy will include Indemnity to Principals clause in favour of Accenture and its officers, directors, employees and agents. The required insurance will be primary and not contributory with any coverage maintained by Accenture or on behalf of Accenture. 14. Warranties 14.1 The Supplier warrants to Accenture as follows: (a) The Supplier will provide the Deliverables in a timely, workmanlike and efficient manner, with due care and skill to a professional standard and will only engage persons or organisations who are properly qualified and adequately experienced to perform the duties allocated to them; (b) The Deliverables will be meet any quality or other criteria (including being fit for purpose) as specified by Accenture; (c) The Supplier will ensure that any electronic information or documents transmitted to Accenture are free from viruses or other similar contaminations; (d) The Supplier will comply at all times with all applicable federal, state and local laws, regulations, industry codes and standards of any jurisdiction in which the Supplier acts; (e) In relation to any pre-existing materials contributed by the Supplier and incorporated in the Deliverables, the Supplier is either the owner of all proprietary rights in such materials or is otherwise duly authorised by the owner to grant the licences and enter into the obligations of the Purchase Order in relation to such materials; (f) The Supplier, its employees, agents and contractors will comply with all applicable Accenture standards, processes and policies in effect from time to time (as provided or otherwise advised to the Supplier) and will provide the Deliverables in a manner consistent with the ethical and professional standards of Accenture;

9 (g) The Supplier will comply with Accenture s branding guidelines (as provided or otherwise advised to the Supplier) and will not use Accenture s name, logo or any other Intellectual Property Rights in any promotional materials or other communications with third parties without Accenture s prior written consent Nothing in the Purchase Order and these Conditions will operate so as to exclude, restrict or modify the application of the Competition and Consumer Act 2010 (Cth) or any equivalent state or territory legislation, the exercise of a right conferred by such a provision, or any liability of either party to the Purchase Order for a breach of a condition or warranty implied by such a provision, where this legislation would render it void to do so. 15. General 15.1 The Purchase Order will not be assigned, charged, transferred or otherwise encumbered in whole or in part by the Supplier without the prior written consent of Accenture The Supplier will not be relieved of any of the Supplier's obligations under the Purchase Order by the appointment of a subcontractor. The Supplier shall remain primarily liable for the acts or omissions of any subcontractors it appoints No delay or failure by either party to exercise any of its powers, rights or remedies under the Purchase Order shall operate as a waiver of them If any part of these Conditions is found by a court of competent jurisdiction or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of these Conditions which will continue to be valid and enforceable to the fullest extent permitted by law Subject to Clause 1.1, the Purchase Order contains the entire agreement between the parties and supersedes all negotiations, representations and proposals (written and oral) relating to its subject matter These Conditions made a part hereof or agreed to in connection herewith may not be amended, modified or waived in any respect whatsoever except in writing signed by the parties The parties hereby agree that the provisions of Clauses 7, 8, 11, and 12 shall survive any termination of the Purchase Order The Supplier acknowledges that it is engaged as an independent contractor, and nothing in these Conditions or any Purchase Order shall be deemed or construed to create a joint venture, partnership, or employee/employer relationship between the Supplier and Accenture These Conditions and any Purchase Order shall not be an exclusive agreement between the parties. Nothing shall prevent Accenture from procuring services which are the same as or similar to the Deliverables from any third party Each party agrees that it has not been induced to agree to these Conditions by any representation other than that expressly set out herein or in any Purchase Order The Supplier covenants to comply with all applicable laws, ordinances and regulations, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-corruption laws, anti-competition laws,

10 and export compliance laws. The Supplier will not take any action, or fail to take any action, that would result in Accenture violating any such law, rule, ordinance or regulation Accenture is committed to conducting its business free from unlawful, unethical or fraudulent activity. Suppliers are expected to act in a manner consistent with the ethical and professional standards of Accenture as described in Accenture s Supplier Standards of Conduct, including prompt reporting of unlawful, fraudulent or unethical conduct. A copy of the Supplier Standards of Conduct can be found at: w /us-en/_acnmedia/pdf-58/accenture-supplier- Standards-of-Conduct-Final-2-EN.pdf#zoom=50 Accenture has established reporting mechanisms and prohibits retaliation or other adverse action for reporting violations of these standards. To report a serious concern, The Supplier may call the Accenture Business Ethics Line at , available twenty-four (24 twenty-four) hours a day, seven (7) days a week (the Supplier may reverse the charges) or visit the encrypted website at The Supplier should use the Ethics Line only to make a good faith claim. Accenture takes all allegations seriously Unless otherwise specified, these Conditions will be governed and construed in accordance with the law of the State of New South Wales and the parties submit to the exclusive jurisdiction of the courts of the State of New South Wales The parties agree that in the event of a dispute or alleged breach they will work together in good faith to resolve the matter internally by escalating it to higher levels of management. If the parties are unable to resolv e the dispute or alleged breach as aforementioned, then, prior to resorting to litigation, the parties may refer the dispute to be resolved by mediation under the then current mediation rules used by the Australian Commercial Disputes Centre ( ACDC ), and the mediation will take place in Sydney, Australia. The ACDC will select the mediator and determine the mediator's compensation. All aspects of every mediation, except the fact of its occurrence, will be confidential and without prejudice to the parties' rights, obligations and liabilities. The parties acknowledge that the purpose of any exchange of information or documents or the making of any offer of settlement pursuant to this Clause is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process established by this Clause for any purpose other than an attempt to settle a dispute between the parties. Each party will bear its own costs of complying with this Clause and comply with its obligations under the Purchase Order during the dispute resolution process, except that the parties will bear the cost of mediation equally The Supplier warrants that it has in effect a Business Continuity Plan ( BCP ) as described in its response to the request for proposal in connection with the Purchase Order, if any, and that the Supplier shall maintain such BCP in effect for the term of the Purchase Order. The Supplier shall test its BCP a minimum of once each calendar year and inform Accenture in writing that such testing has been completed and (a) list any deficiencies revealed, or (b) confirm that no deficiencies were found. The Supplier shall notify Accenture with at least sixty (60) days prior written notice of any intention to substantially modify or terminate such BCP. In the event that the Supplier (a) does not have a BCP in effect on the Effective Date of the Purchase Order, (b) did not respond to a request for proposal or (c) did not include a BCP in its response to a request for proposal in connection with the Purchase Order, the Supplier shall establish a detailed BCP and provide it to Accenture no later than thirty (30) days following the Effective Date of the Purchase Order and such BCP shall be subject to Accenture s written approval. Upon approval, such BCP shall be considered the BCP referred to in this section and shall be subject to the foregoing terms. In addition, upon request by Accenture, but not more than once in every calendar quarter, the Supplier shall provide assurance of its financial health by submitting to Accenture such financial reports or documentation normally maintained by the Supplier in the course of its business as may be reasonably requested by Accenture.

11 15.16 The Purchase Order may be executed in any number of counterparts and executed by facsimile, executed electronically using electronic signature or by other electronic communication used 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 the same counterpart.