Amdocs General Terms & Conditions of Purchase

1. Definitions

"Affiliate"- means a corporation that controls, is controlled by, or is under common control with Amdocs, where "control" means the direct or indirect holding of more than 50% of equity ownership or voting rights;

"Conditions"- means the terms and conditions set out in this document, as may be amended from time to time;

"Intellectual Property Rights"- means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

"Purchase Order"- means Amdocs's order for the "Products" and/or "Services".

"Products"- means the product(s) set out in the Purchase Order.

"Services"- means the service(s) including without limitation any deliverables to be provided by the
Vendor set out in the Purchase Order.

"Vendor"- means the person or entity selling the Products and/or performing the Services

"Amdocs"- means the Amdocs entity issuing this Purchase Order or any of its Affiliates.

2. General

(a) These Conditions and the documents referred to herein govern all Purchase Orders issued by Amdocs.

(b) The Purchase Order ("PO") constitutes an offer by Amdocs to purchase the Products and/or Services subject to these Conditions. If the PO has been issued in response to Vendor's proposal (and/or based on an agreed price list), and if any of these Conditions add to or vary from or conflict with any terms of Vendor's proposal, then the issuance of this PO by Amdocs shall constitute an acceptance of Vendor's proposal subject to the express conditions that Vendor acknowledges and accepts the additional, different and conflicting terms detailed herein and acknowledges that this PO constitutes the entire agreement between Vendor and Amdocs with respect to the subject matter hereof and the subject matter of Vendor's proposal.

(c) No variation to the PO or to these Conditions shall be binding unless agreed in writing between Amdocs and the Vendor.

(d) In the event that the parties execute an additional agreement or document relating to this PO, then these Conditions shall be supplemental to the terms of such agreement but in an event of inconsistencies, the terms of the agreement shall prevail.

3. Warranties and Representations

(a) Vendor warrants that it has the right to provide the Products and/or Services in accordance with this PO.

(b) Vendor declares it has no conflicts of interest in relation to this PO, including the execution and performance of this PO.
(c) Compliance with Laws, Rules, Regulations, Orders, and Policies ("Laws"): In the provision of the Products and/or services under the respective PO and in every activity connected therewith, Vendor shall fully comply with all applicable federal, state, and local (county and municipal) Laws including the procurement of any necessary permits and licenses in the relevant jurisdiction, including, without limitation:

(i) labor and employment Laws;
(ii) applicable export and import Laws ;
(iii) anti-corruption Laws;
(iv) Laws regarding data privacy and data protection;

(d) Without derogating from the generality of the above, Vendor hereby represents and warrants that it complies with all Laws and legal requirements in relation to its employees and subcontractors including the payment of all compulsory payments (such as social security and income tax) in relation to its employees.

(e) Health and Safety: Vendor shall, and shall require its employees and subcontractors to, comply with all Laws requirements and guidelines relating to employment standards, environmental laws and occupational health and safety, hazardous materials regulations, and protection of the public as well as all of Amdocs' and Amdocs' customers' health, safety and security programs. Upon Amdocs' request Vendor shall provide all necessary copies of authorizations/permissions and certificates held by it in this regards to Amdocs. Vendor shall be responsible for the safety of its employees, subcontractors and equipment. Wherever applicable, vendor shall use personal protective equipment (PPEs) while working in Amdocs' or Amdocs' customers' premises.

(f) Vendor expressly warrants that all Products and Services supplied to Amdocs by Vendor pursuant to this PO shall conform to the specifications, drawings or other descriptions, upon which this PO is based upon and will be of new manufacture, good workmanship and materials, free from design defect, claim, encumbrance or lien, and that the manufacture, production, installation and sale, license to or use by Amdocs of these Products and/or services are in compliance with any and all applicable Laws.

(g) Vendor warrants that the Services shall be performed in a professional and workmanlike, manner and with the best care, skill and diligence with best practice in the Vendor's industry, profession and trade.

(h) Vendor further warrants that the Products and/or Services supplied under this PO and their use shall not infringe any copyright, patent, trademark, commercial secret or any other third party's proprietary rights.

(i) No claim, action, suit regarding the infringement of the above-mentioned proprietary rights has been made or pending against Vendor or other person and/or entity on its behalf.

(j) These warranties shall be in addition to any other warranties, express, implied or statutory. All warranties shall relate to Vendor, its customers and subsequent owners of Products or Services to which they relate. There are no exclusions, limitations or disclaimers of warranty other than those that may be expressly recited therein or in this PO.

(k) The warranties expressed herein shall be construed as consistent and cumulative with each other and with all warranties implied by Law. Should the use of any Products or Services purchased from Vendor be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Vendor shall, at its sole cost and expense, either (a) obtain the right to continue using the Products or Services; or (b) substitute fully equivalent non-infringing Products or Services or; (c) modify the Products or Services so that they no longer infringe but remain fully equivalent in functionality and performance; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Products or Services.

(l) None of the remedies available to Amdocs for a breach of any of the foregoing warranties may be limited except to the extent and in the manner agreed to by Amdocs in a separate agreement duly signed by an authorized representative of Amdocs.

(m) Any software system or tool provided by Vendor to Amdocs or used by Vendor to provide a service hereunder will be developed according to secure software development life cycle practices, to ensure it has no vulnerabilities that might expose Amdocs or its data to risk. This shall include secure design, secure coding practices and security testing prior to delivery, such as security code review and penetration testing.

4. Delivery and Acceptance

(a) The quantity, quality and description of the Products and Services shall be specified in this PO or, where this PO is issued in response to Vendor offer/proposal – in the last version thereof, approved in writing by Amdocs.

(b) Unless otherwise stated in this PO, Vendor undertakes to deliver the Products and/or Services under this PO to the location specified in this PO, or in a separate document issued by Amdocs (the "Delivery Address"), and in accordance with the schedules specified herein. If Vendor fails to meet such schedules or to deliver the service to Amdocs' satisfactory, Amdocs shall be entitled to cancel this PO or delay the payment to the Vendor and under such circumstances Vendor shall have no rights or claims against Amdocs. Partial deliveries are not permitted without Amdocs' prior written consent.

(c) The Vendor shall ensure that the Products are properly packed and secured so as to reach the Delivery Address undamaged and fit for their purpose.

(d) Risk and title to the Products shall pass to Amdocs upon the completion of delivery.
If payment for the Products is made prior to delivery, the title shall pass to Amdocs on the day of payment.

(e) The Products and/or Services provided under this PO are subject to inspection and test by Amdocs. At Amdocs' discretion, inspection may be performed on a statistical sampling basis. It is hereby clarified, that Amdocs shall not be deemed to have accepted any Products until it has had a reasonable time to inspect them following delivery or in the case of a latent defect in the Products until a reasonable time has passed after the latent defect has become apparent. No acknowledgment of receipt shall be deemed to constitute or evidence acceptance or approval of the Products nor be deemed a waiver of Amdocs's rights either to cancel or return all or any part thereof where Products are found to be defective or not in accordance with the Purchase Order.

Without derogating the above, Vendor will reimburse Amdocs for all transportation costs, other related costs incurred, and overpayments in respect of the neglected Products and Services.

(f) Every defective Product should be replaced by Vendor and on its account solely. Approval of any sample or acceptance of any Products or any payment by Amdocs for the Products or Services delivered hereunder shall not constitute Amdocs' acceptance.

(g) If the Vendor has delivered Products that do not comply with the provisions set out in Section 3 of these Conditions and/or in the PO, then without limiting its other rights of remedies, Amdocs shall have the following rights, whether or not it has accepted the Products;

(i) to reject the Products (in whole or in part) whether or not title has passed and to return them to the Vendor at the Vendor's own risk and expense;
(ii) to require the Vendor to replace the rejected Products, or to provide a full refund of the fees of the rejected products (if paid);
(iii) to refuse to accept any subsequent delivery of the Products which the Vendor attempts to make;
(iv) to recover from the Vendor any expenditure incurred by Amdocs in obtaining substitute products from a third party; and
(v) to claim damages for any additional costs, losses or expenses incurred by Amdocs arising from the Vendor's failure to supply Products in accordance with Section 3 of these Conditions and/or the PO.

5. Intellectual Property 

(a) All materials including any specifications, plans, data, reports or other information relating to the Products and/or Services supplied by Amdocs, as part of the Services (and any copies made by or for the Vendor) shall be the exclusive property of Amdocs, and shall only be used for the purposes of performing the Services and shall be treated by the Vendor as strictly confidential and shall be immediately returned to Amdocs with the termination of the Services.

(b) Amdocs shall have full and exclusive right, title and interest free from all third party rights, in and to all documents, deliverables, materials, computer programs (including both object and source code), or any other works made, designed or conceived by Vendor and/or its employees arising out of or relating to the provision of the Services and/or Products ("Work Product"). This shall include, without limitation: (i) all general and specific knowledge, experience and information developed, acquired or conceived by and from the Vendor in performing its obligations under this PO, and (ii) all physical manifestations or embodiments of such knowledge, experience and information, including without limitation, all computer subsystems, pilot and prototype models, magnetic or laser media, operating instructions and manuals, source and object codes, equipment designs and specifications, patent rights, information, patent applications, copyrights, engineering information, specifications, test procedures, and all other documents, writings and all copies thereof developed or made by Vendor in performing its obligations under this PO. Vendor shall promptly provide such Work Products to Amdocs upon the earlier of Amdocs' request, the termination, conclusion or expiration of the applicable PO. Vendor and its employees hereby transfer and assign all rights, title and interest in, and to, any such Work Products to Amdocs (or its designee). Vendor further agrees to execute, if necessary, and to cause its employees to execute, any and all documentation necessary to effectuate such transfers and assignments.

(c) The Vendor shall obtain waivers of all moral rights in the Work Products, including for the avoidance of any doubt the deliverables of the Services to which an individual is now or may be in the future time entitled to under any applicable law.

6. Sales to Third Parties

The Vendor agrees not to sell items made to Amdocs's specific instructions to any person, third
party or company except with written authority from Amdocs.

7. Payments

(a) Where the Services are provided on a time and material basis, the amount of the PO is a budgetary estimate only and the actual payment will be subject to Amdocs prior written approval.

(b) The consideration shall be paid by Amdocs to the Vendor against a duly issued tax invoice approved by Amdocs. Unless otherwise approved by Amdocs procurement department in writing, any invoice issued by Vendor must reference the applicable PO. Invoices which do not reference the applicable PO or any request for payment which is not supported by a valid PO will be considered null and void and will not be paid. If the invoice does not match the PO, for any reason, it will be returned to the Vendor for resolution.

(c) Unless otherwise stated in the PO, the prices specified in the PO are inclusive of all the boxing, packing, crating, loading and transportation costs, fees, levies and insurance. It is clarified that any discounts and/or price reductions agreed between the parties for the items included in this PO or any part thereof shall be applied to any undelivered portion of such items. Vendor undertakes at its own risk and expense to obtain any license and/or approval and/or other official authorization necessary for the performance of this PO including the exportation of the Products.

(d) All payment for undisputed invoices shall be as per Amdocs payment policy and cycle. No payment shall be made for any disputed bills unless the dispute/defect as raised by Amdocs is fully settled/rectified by Vendor to Amdocs's satisfaction.

(e) All fees under these Conditions are inclusive of any and all taxes and charges imposed or levied by any governmental agency or tax administration except value added tax, sales tax, goods and services tax and similar indirect taxes (the "Indirect Taxes"), if applicable. Indirect Taxes shall be charged on and added to all amounts payable hereunder, if applicable and as required by law. Notwithstanding anything to the contrary in these Conditions, Amdocs shall be entitled to deduct and withhold from any payment payable or otherwise deliverable pursuant to these Conditions such amounts as are required to be deducted or withheld under any applicable law, unless the Vendor provides Amdocs with an exemption from such withholding tax, or a withholding certificate from the relevant tax authority as well as any other document reasonably requested by Amdocs, including a valid tax residency certificate issued by the government of its jurisdiction of incorporation, that determines the withholding rate or tax amount (the "Valid Certificate") to the full satisfaction of Amdocs, in which case, the deduction and withholding of relevant taxes shall be in accordance with such Valid Certificate. If any amounts are withheld or deducted for tax purposes, such amounts shall be deemed to have been paid to the Vendor and the Vendor shall be provided with a document evidencing such tax withholding.

(f) Vendor shall not be entitled to reimbursement of any expenses incurred in connection with fulfilling this PO, except as otherwise agreed in writing by Amdocs.

(g) To the extent applicable, Vendor shall provide Amdocs with a book keeping certificate and a certificate regarding the rate for withholding taxes at source. In the absence of such certificates, Amdocs shall deduct the tax at source in accordance with any applicable law.

(h) Amdocs shall be entitled at all times to set off any amount owing at any time from Vendor to Amdocs (or any of its Affiliates) against any amount payable at any time by Amdocs (or any of its Affiliates) to Vendor. In addition and to the extent applicable, in case of termination or anticipated breach by Vendor, or where Amdocs has reasonable ground to believe that Vendor fails to duly pay its sub-contractors for the Products and/or Services, then Amdocs shall be entitled to make such payment on behalf of Vendor and set off the applicable amounts from any amount payable at any time by Amdocs to Vendor.

(i) Amdocs shall be entitled to reduce and/or cancel the Purchase Order and/or postpone the date of supply at any time prior to the commencement of the Services ordered or the Purchase Order with immediate effect. In such event Vendor shall have no claims and/or demands and shall not be entitled to any compensation and/or indemnification of any kind regarding the aforesaid. Amdocs shall also have the right to terminate the Purchase Order for any reason whatsoever at any time after the commencement of the Services ordered or the Purchase Order by providing Vendor a seven (7) days written notice, and in such case Amdocs shall pay only for any Product or Services actually accepted by Amdocs prior to the date that termination becomes effective (if Amdocs has paid in advance any fees covering a fixed period of services then Vendor shall immediately reimburse the pre-paid amounts on a pro-rata basis). Unless Amdocs has requested and received a refund in respect of any undelivered Product(s) or terminated Services, it shall be entitled to the delivery of all Product(s) and completion of all Services for which it has paid prior to the effective date of the termination

8. Limitation of Liability 

(a) AMDOCS SHALL NOT BE LIABLE TO THE VENDOR OR ANY THIRD PARTY ON ITS BEHALF UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE FOR, ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY MANNER RELATED TO THIS PO OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE FORM OF ACTION, AND WHETHER OR NOT AMDOCS HAS BEEN INFORMED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED, THE POSSIBILITY OF SUCH DAMAGES.

(b) UNDER NO CIRCUMSTANCES AND REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE SHALL AMDOCS' AGGREGATE LIABILITY TO VENDOR ARISING FROM OR OUT OF OR RELATING TO EACH PO OR ORDER EXCEED FIFTY PERCENT (50%) OF THE FEES ACTUALLY PAID UNDER THE RELEVANT PO OR ORDER DURING A PERIOD OF SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

9. Indemnification

Vendor shall defend, indemnify and hold harmless Amdocs and its respective directors, officers, employees, Affiliates, representatives or any other entity on its behalf from and against any and all claims, actions, demands, legal proceedings, judgments, liabilities, loss, damages, judgments, authorized settlements, costs or expenses, including without limitation reasonable attorneys' fees or other professional advisers' fees, and any consequential loss arising out of or in connection with any alleged or actual:
(a) Infringement by Vendor, its agents, employees or subcontractors, of a copyright, patent, trademark, trade name, trade secret, or other proprietary or intellectual property right of any third party;

(b) Claim made against Amdocs by a third part for death, personal injury or damage to real or tangible personal property alleging that the Products and/or Services under this PO have caused bodily injury (including death) or have damaged real or tangible personal property;

(c) Breach of any of the Vendor's warranties contained in this PO;

(d) Breach of any of the Vendor's (and any third party on its behalf) confidentiality warranties.

(e) Any violation by Vendor of any applicable Laws.

(f) Claim by or on behalf of Vendor's subcontractors, suppliers, employees or agents.

(g) Willful, unlawful or negligent acts or omissions of the Vendor or its representatives in the provision of the Services and/or Products.
Vendor's aforementioned obligations to indemnify Amdocs shall survive the expiration or termination of this PO by either party for any reason.

10. Audit Rights
Vendor shall, at no cost to Amdocs, maintain complete and accurate records sufficient to substantiate the accuracy of invoices given to Amdocs by Vendor, for the Products and/or Services provided by Vendor to Amdocs under this PO (collectively "Records"). Vendor will provide to Amdocs, its agent, or authorized representative access to such Records, as reasonably necessary to verify the accuracy of the invoices given to Amdocs by Vendor concerning the Products and/or Services provided by Vendor to Amdocs under this PO, or to enable Amdocs to meet applicable legal requirements.
Amdocs has a full right to maintain information security audits at the Vendor's premises if there arise a need to do so in order to comply with Amdocs information security policy and procedures and related security standards.

11. Independent Contractor
(a) It is hereby understood and agreed that the Vendor employees shall perform the Services and/or provide Products hereunder as employees of Vendor and that Vendor performs the Services and/or provide the Products hereunder as an independent contractor. There shall be no employer/employee relationship between Vendor and Amdocs and/or between the Vendor employees and Amdocs. In no circumstances shall Vendor employees be deemed to be employees, servants or agents of Amdocs. The Vendor employees shall have no claim upon Amdocs in respect of annual leave, public holidays, sick leave, or otherwise in respect of any claims under any relevant employee protection legislation or any other legislation or regulation affecting or relating to the relationship between an employer and an employee.
(b) Vendor hereby accepts exclusive liability for, and agrees to hold Amdocs harmless for and indemnify Amdocs against the payment by Amdocs of any taxes, contributions or other amounts pursuant to any applicable laws based upon the salaries or payroll of "employees", as that term is defined for such purposes, and related to Vendor's performance of the Services and/or provision of the Products under the applicable PO.

12. Confidentiality

Vendor and any third party on its behalf shall maintain all oral or written information delivered to it with respect to a PO in full confidentiality. This obligation shall remain in force until the confidential information shall become public knowledge or upon receiving Amdocs' written approval for its release. Upon Amdocs' request, Vendor's employees, consultants and subcontractors shall sign a specific non-disclosure agreement. Without derogating the above-mentioned, Vendor must not make any use of Amdocs brand without the prior approval of Amdocs.

Vendor and any third party on its behalf shall abide by Amdocs information security policy and procedures. Familiarization with such procedures is the responsibility of the Vendor's employees, consultants and subcontractors.
Vendor will be fully responsible to any information security incident eventually proved as caused by the Vendor's employees, consultants and subcontractors. Vendor shall indemnify and hold Amdocs, its Affiliates or any other entity on its behalf harmless from and against all claims, judgments, liabilities, loss and damages incurred as a result of such an incident.
Vendor and its employees, consultants and subcontractors will comply with Amdocs information security requirements as brought to its knowledge before signing any agreement with Amdocs.

13. Corrupt Practices

(a) Vendor hereby represents, warrants and covenants to Amdocs that in connection with its performance under this PO it shall comply with all the applicable Anti-Bribery and Corruption Laws, Regulations, Acts and Procedures, including the Amdocs Anti-Bribery and Corruption Procedure and the Amdocs' gift and hospitality policies and procedures. Without derogating from the generality of the above Vendor hereby represent, warrants and covenants to Amdocs that:

(i) Vendor has not made, and will not, make, directly or indirectly, any payment, loan or gift (or any offer, promise or authorization of any such payment, loan or gift) of money or anything of value to or for the use of: (i) any officer, director, employee or person acting in an official capacity of Amdocs and/or (ii) any officer, employee, or person acting in an official capacity for any government (including any agency, department, or government-controlled company) or public international organization, and/or (iii) any political party or party official, and/or(iv) any candidate for public office, and/or (v) any shareholder, director, officer, employee, or agent of any other private customer and any other person, , for the purpose of inducing the aforementioned person to do any act or make any decision in his official capacity or use his influence with Amdocs in order to obtain or retain any business or perform its obligations hereunder;
(ii) no payment has been or shall be approved or made by Vendor with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting such payment; and
(iii) should Vendor learn of any payment, offer or agreement to make a payment to the government official for the purpose of maintaining or securing business, Vendor will as soon as practicable advise Amdocs thereof.

(b) Notwithstanding anything to the contrary, if Vendor takes any action that could constitute a violation of this Section or other applicable anti-bribery laws, Amdocs may, at its sole option, immediately (without further opportunity to cure) terminate this PO and/or any Order executed hereunder.

14. Code of Ethics

(a) Vendor fully understands that in course of provision of the Products and/or Services, it may be required to deploy to anyone on its behalf the premises of Amdocs. It is of paramount importance that the Vendor strictly follow the code of ethics and work rules of Amdocs, fully comply with Amdocs Supplier Code of Conduct found at: https://www.amdocs.com/sites/default/files/2017-12/Amdocs-Supplier-Code-of-Conduct-2017.pdf, including the following:

(i) strictly observe all rules and regulations of Amdocs, including full observance of security and safety regulations and measures;
(ii) To comply with Amdocs' gift and hospitality policies and procedures.
(iii) not enter or try to gain access to any area or premises for which they do not have proper authorization;
(iv) not unnecessarily interact with any employee or personnel of Amdocs, except for discharge of their duties and provision of its Products and/or Services;
(v) be courteous, well mannered, diligent, and fully responsive towards the employees and personnel of Amdocs;
(vi) not unnecessarily call any visitors, unless such visitors are strictly required to visit the premises for provision of Products and/or Services by the Vendor under this PO;
(vii) fully maintain the order, decorum and dignity of the work place;
(viii) always maintain highest ethical and moral standards and shall not indulge in any untoward or dishonest activities;
(ix) strictly refrain from using, consuming, possessing, furnishing, selling or soliciting the sale of any drug contrary to law, narcotics or similar other substances. In such event, the said individual will be subject to immediate removal from the premises and, in addition, will be reported to the responsible law enforcement agency. There can be no compromise for any individual who violates this policy;
(x) not possess or carry any explosive or objectionable material or substances of whatsoever nature;
(xi) not indulge in any act, deed or activity of whatsoever nature, which may be termed as eve-teasing or causing sexual harassment to anybody being present in the premises of Amdocs;
(xii) if internet access is provided to the Vendor or anyone on its behalf, use the same strictly as per the policy of Amdocs and for the purpose of provision of the Products and/or Services only. The Vendor or anyone on its behalf should not access of unauthorized sites including any illegal or pornographic sites. Besides, the Vendor or anyone on its behalf should neither download any software or any other information from the Internet, which are not authorized specifically by Amdocs, nor should transmit any data, information, etc., Spreading Spam, viruses etc., through the internet or sending any unsolicited mails, junk mails, etc., is strictly prohibited;
(xiii) shall not indulge in any act or activity which can be termed as illegal or "cyber" crime;
(xiv) shall always carry proper identity cards.

(b) The Vendor shall be fully responsible and liable for all acts and deeds of anyone on its behalf, while at the premises of Amdocs or otherwise.
 

15. Data Protection

(a) Within this section, "Data Protection Laws" means any applicable legislation protecting the personal data of natural persons, including when applicable the General Data Protection Regulation (EU) 2016/679 ("GDPR") (as amended and superseded from time to time), together with all applicable laws, rules, regulations, regulatory guidance and regulatory requirements from time to time, in each case in each jurisdiction where the Services are delivered in relation to data privacy and "Data Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach", "Supervising Authority" and "Processing" shall have the same meanings as in the GDPR, even if relevant Data Protection Laws prescribe otherwise.

(b) Insofar the Vendor is acting as a Data Controller, it is the Vendor's separate and sole responsibility to comply with the Data Protection Laws, including with respect to the collection of Personal Data and the notices or consents as may be required under the Data Protection Laws, in order for the Vendor and Amdocs (where applicable) to lawfully and fairly Process Personal Data in connection with the provision of the Services.

(c) Insofar the Vendor is acting as a Data Processor for Amdocs (as Data Controller) Amdocs reserves the right to amend this Section at any time during the provision of Services by written notice to the Vendor (as Data Processor) if necessary to comply with any legal requirement or guidance from a Supervisory Authority, or if required to take account of any changes to the Processing of Personal Data regarding  these Conditions. 
The Vendor shall:

(i) Process Personal Data solely on the documented instructions of Amdocs including this Clause 15 of these Conditions, solely for the purposes of providing the Services, and observe all its obligations under Data Protection Laws which arise in connection with the Processing of Personal Data for the Services;
(ii) Process only the types of Personal Data, relating to the categories of Data Subjects, and in the manner required to deliver the Services in the manner agreed by the Parties;
(iii) not sell, rent, release, disclose, disseminate, make available, transfer or otherwise communicate Personal Data to any third party for monetary or other valuable consideration, or for cross-context behavioural advertising;
(iv) document and maintain a record of its Processing activities performed by it for and on behalf of Amdocs in connection with the Agreement as required by Data Protection Laws;
(v) use appropriate technical and organizational security measures appropriate to prevent the harm which might result from any unauthorized or unlawful processing, loss, destruction, damage, alternation to or disclosure of the Personal Data, and among others: (a) pseudonymization and encryption of personal data;(b) ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; (d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;
(vi) not combine any Personal Data it receives from or on behalf of Amdocs, with any other information except to the extent necessary to perform the Services or as explicitly permitted by Amdocs;
(vii) take reasonable steps to ensure the reliability of any staff who may have access to Personal Data, and their treatment of Personal Data as confidential;
(viii) not permit any third party to Process Personal Data ("Sub-Processor") without the prior written consent of Amdocs. In any case, the use of  Sub-Processor shall be only on the basis of a written agreement between the Processor and the Sub-Processor; and after verifying the ability of the Vendor to ensure that the Sub-Processor undertakings shall be at least as stringent and shall offer at least the equivalent level of protection to Amdocs and the Data Subjects, as those imposed on the Vendor; and the Vendor remains fully accountable and liable for any act or omission of the Sub-Processor;
(ix) not Process Personal Data in any country outside of the territory of which the Personal Data is originated, without the prior written consent of Amdocs and subject to the appropriate legal instrument;
(x) promptly, and in any case within 5 (five) business days, notify Amdocs of any communication from a Data Subject regarding the Processing of their Personal Data, or any other communication (including from a Supervisory Authority) relating to either Party's obligations under Data Protection Laws in respect of Personal Data;
(xi) promptly, and in any case within 24 (twenty-four) hours of becoming aware of a Personal Data Breach, notify Amdocs of such breach, such notice to include all information reasonably required by Amdocs to comply with its obligations under Data Protection Laws;
(xii) permit Amdocs, on reasonable prior notice, to inspect and audit the facilities used by Vendor to Process Personal Data, and any and all records maintained by the Vendor relating to that Processing;
(xiii) provide any assistance reasonably requested by Amdocs in relation to (a) any communication received under sub-section (vii) above, as well as any equivalent communication received by Amdocs directly; (b) any Personal Data Breach, including by taking any appropriate technical and organizational measures directed by Amdocs; and (c) conducting an appropriate risk assessment, taking into account the nature of the Processing and the information available to the Vendor;
(xiv) cease Processing Personal Data immediately upon the termination or expiry of the engagement with the Vendor, and at Amdocs's option either return, or securely delete Personal Data.
(xv) immediately inform Amdocs if, in its opinion, an instruction infringes the Data Protection Laws, Supervisory Authority guidelines or applicable Data Protection Laws; or if the Supplier can no longer meet its obligations under the applicable Data Protection Laws.

(d) Vendor shall implement all applicable technical and organizational measures required to ensure the confidentiality, integrity and availability of any information related to Amdocs, its employees or its customers, and will follow up-to-date relevant industry best practices and standards.

(e) Insofar Amdocs is a Data Processor and the vendor Processes Personal Data as Sub-Processor of Amdocs, the Vendor shall, per Amdocs' request and discretion, enter with Amdocs in a data processing agreement, which is back-to-back with Amdocs' commitments towards the Data Controller.

16. Hardware and Equipment

Amdocs may, at its sole discretion, provide Vendor and/or its employees hardware and/or other equipment (collectively: “Equipment”) for performing the Services. Should Amdocs decide to do so, all of the following shall apply:
(a) The ownership and all other rights in the Equipment shall belong strictly to Amdocs and will not pass to Vendor and/or its employees;

(b) Vendor shall be fully responsible and liable for any damage caused to the Equipment and shall fully indemnify Amdocs for the same;

(c) Any use of the Equipment will be done by Vendor and/or its employees only for the specific Services for which the Equipment has been provided to, and in full compliance with any and all Amdocs’ and the relevant Amdocs customer’s policies, rules and regulations. Amdocs shall have the right at any time to shut down or prohibit any features or access to Vendor and/or its employees. Amdocs is and will be allowed at all time to access the Equipment (including remotely) and perform checks to ensure Vendor’s and its employees’ compliance. Vendor shall make sure its relevant employees sign a personal acknowledgement to Amdocs;

(d) Upon the earlier of: Amdocs' request for any reason, or the termination of the respective Service for any reason, Vendor shall immediately return to Amdocs the Equipment. Without derogating from any and all rights Amdocs may have and notwithstanding anything to the contrary – Vendor will not be entitled to invoice Amdocs until the Equipment has been returned to Amdocs to its satisfaction.

17. Assignment

Vendor's rights and obligations under a PO shall not be assigned, in whole or in part, to any third party without Amdocs' prior written consent. If Amdocs consents to any assignment or subcontract, Vendor shall remain liable and responsible for all of its obligations hereunder, and shall guarantee performance by its assignee or subcontractor. Amdocs may subcontract and/or assign any of its rights or obligations hereunder to any Amdocs Affiliate.

18. Insurance

Vendor shall obtain and maintain all applicable and appropriate insurance, (including, without limitation, workers' compensation, employers' liability, errors and omissions, professional liability and commercial general liability insurance) in an amount consistent with Vendor's industry practice. Each policy shall name Amdocs as a loss payee or additional insured, as appropriate.
The Vendor shall, on Amdocs's request, provide Amdocs with a copy of its insurance certificates.

19. Business Continuity

‫Vendor agrees to have and to maintain an appropriate business continuity plan and business continuity testing procedures in order to minimize the impact of emergency events. Vendor and Amdocs will mutually review such plan and procedures upon Amdocs’ request.
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20. ‫Relationship‬‬‬‬‬‬‬‬

Nothing in these Conditions is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between the parties, or constitute any party to be the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
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21. Lapsing of claims 

Vendor must initiate a cause of action for any claim(s) arising out of or relating to this PO and its subject matter within one (1) year from the date when Vendor knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).‬‬‬‬‬‬‬‬‬‬‬‬‬

22. Governing Law

Unless otherwise agreed by the Amdocs and Vendor, the provisions set forth in this PO shall be construed and enforced in accordance with the laws of:

a. Where the performance of this PO is in North America, Central and Latin America - the laws of the state of New York, U.S.A under the jurisdiction of the courts of the state of New-York, U.S.A ; or
b. Where the performance of this PO is in Europe, Middle East, Africa (with the exclusion of Israel) – the laws of England and Wales, under the jurisdiction of the courts of London, England ; or
c. Where the performance of this PO is in India- the laws of India, under the jurisdiction of the courts of Pune, India or New Delhi, India, according to the contracting Amdocs entity;
d. Where the performance of this PO is in Israel- the laws of Israel, under the jurisdiction of the courts of Tel-Aviv, Israel.
e. Where the performance of this PO is in other countries in Asia- the laws of Singapore, under the jurisdiction of the courts of Singapore.

23. Vendor shall formally confirm acceptance of PO within 5 (five) working days of receipt by emailing/faxing back a signed copy of the PO to Amdocs In case vendor fails to confirm acceptance within 5 (five) working days of receipt, it shall be deemed as vendor's confirmation of acceptance In any event, the supply of a PO or any part thereof by Vendor to Amdocs shall be deemed as Vendor's approval and confirmation to a PO in accordance with all the terms and condition included herein. Any additional terms and/or conditions attached to vendor's confirmation of this PO and/or to the products and/or services and/or in any other way, shall be considered null and void and failure of Amdocs to respond/or execution of the transaction by Amdocs shall in no way be construed as acceptance of same by Amdocs. In addition to the above, for purchases made in India - performa invoice will be submitted within 2 days of receipt of the PO.