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DOCUSIGN TERMS AND CONDITIONS OF PURCHASE

Terms and Conditions of Purchase version date: May 1, 2022

These DocuSign Terms and Conditions of Purchase (“Terms”) provide the terms under which an entity or individual (“Supplier”) will provide services (“Services”) and/or goods, equipment and/or other supplies (“Goods”) to DocuSign, Inc. or a DocuSign affiliate pursuant to a purchase order, statement of work or other written agreement entered into by DocuSign, Inc. or a DocuSign affiliate (as applicable, “DocuSign”) and Supplier which expressly refers to or incorporates these Terms (each, a “Purchasing Document”).  By signing a Purchasing Document or by providing the Goods and/or Services described in the Purchasing Document to DocuSign, Supplier agrees to be bound by these Terms.

1. GENERAL. Each Purchasing Document and these Terms (including the documents incorporated by reference) (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.  This Agreement expressly limits acceptance to the terms stated herein.  Any additional or different terms or conditions, whether in a quotation, acknowledgement, acceptance, invoice or otherwise, are rejected and will not apply to the applicable Purchasing Document unless expressly assented to in writing by an authorized representative of the parties, notwithstanding any contrary language that the acceptance or use of, or payment for, the purchase of Goods or Services or any other act or failure to act by DocuSign, constitutes acceptance of any different or additional terms or conditions.  Fulfillment of part or all of the applicable Purchasing Document constitutes acceptance of these Terms.

2. SERVICES AND GOODS. Supplier will perform its obligations to DocuSign in accordance with the specifications set forth in the applicable Purchasing Document, which will set forth, in detail, the Services and corresponding deliverables (“Deliverables”) and/or Goods provided under this Agreement.

3. COMPENSATION; PAYMENT TERMS. In consideration of the Services and Goods provided to DocuSign, DocuSign will pay Supplier the fees stated in the applicable Purchasing Document. Except as otherwise set forth in a Purchasing Document, Supplier shall invoice DocuSign monthly and in accordance with any reasonable invoicing instructions provided by DocuSign. Invoiced amounts for which no due date is otherwise established will be due and payable within forty-five (45) days from DocuSign’s receipt of an undisputed invoice submitted in conformance with the requirements of this Section. An acceptable invoice must contain sufficient detail to allow DocuSign to determine the accuracy of the amounts billed, including a description of the items, quantities, and unit prices for all Services and Goods invoiced and any applicable tax and VAT information.Except as otherwise provided in a Purchasing Document, the amounts to be paid by DocuSign to Supplier do not include taxes. DocuSign will pay Supplier any sales, use, or value-added taxes it owes for the Services and/or Goods and that applicable law requires Supplier to collect from DocuSign, provided that such taxes are stated on the invoice. If DocuSign provides Supplier a valid exemption certificate, Supplier will not collect the taxes covered by such certificate. If applicable law requires DocuSign to withhold taxes from payments to Supplier, DocuSign may withhold those taxes and pay them to the appropriate taxing authority and, in such case, DocuSign will deliver to Supplier an official receipt for such taxes. DocuSign is not liable for any taxes that Supplier is legally obligated to pay, including net income or gross receipts taxes, franchise taxes, and property taxes.

4. DELIVERY AND ACCEPTANCE. 

4.1. Delivery of Goods and Deliverables. Supplier shall prepare and ship all Goods requiring shipment in a manner that follows good commercial practice, is acceptable to common carriers, and is adequate to ensure safe arrival and in accordance with the Purchasing Document. Supplier bears all risk of loss, damage, or destruction prior to acceptance of Goods by DocuSign. Supplier shall deliver the Deliverables to DocuSign as instructed by DocuSign or as set forth in the applicable Purchasing Document.  Unless otherwise specified in the Purchasing Document, all shipments shall be Free On Board Destination or, for international shipments, Delivery Duty Paid (as defined in The Incoterms rules 2010). Notwithstanding any prior inspections, Supplier bears all risk of loss, damage, or destruction prior to acceptance of Goods or Deliverables by DocuSign.

4.2. Delays.  Supplier will meet all milestones set forth in the applicable Purchasing Document, notify DocuSign in writing of material delays (including shipment delays) and identify for DocuSign’s consideration and approval specific measures to address such delay and mitigate the risks associated therewith. Time is of the essence in Supplier’s performance of this Agreement. In the event that a milestone or other time deadline is not met by Supplier as a result of DocuSign’s failure to meet its obligation(s) under this Agreement, the applicable milestone or time deadline will be extended by the length of the delay caused by DocuSign’s failure.

4.3. Acceptance. Following Supplier’s delivery of each Good and/or Deliverable, DocuSign (with the assistance of Supplier, if so requested) will review, evaluate and/or test each Good and/or Deliverable to confirm that the applicable Good and/or Deliverable satisfies, conforms with or operates in accordance with the acceptance criteria, specifications or requirements specified in the Purchasing Document. DocuSign may exercise its acceptance or approval rights in its sole discretion.  Payment does not constitute DocuSign’s acceptance. Notwithstanding any other provision in this Agreement, DocuSign’s acceptance or approval will not waive, modify, or limit Supplier’s obligation to comply with this Agreement.  

5. DOCUSIGN MATERIALS. To the extent that, in connection with this Agreement and pursuant to a Purchasing Document, DocuSign or third party on DocuSign’s behalf delivers any assets, equipment, software, hardware, designs, or other materials to Supplier or any Supplier Party (collectively, “DocuSign Materials”), Supplier will: (i) use DocuSign Materials solely in connection with its performance of the Services and creation of the Deliverables; (ii) use due care in protecting DocuSign Materials and assume all risk of loss and damage to DocuSign Materials; and (iii) immediately return DocuSign Materials to DocuSign upon the earlier to occur of DocuSign’s request therefor or any termination of this Agreement. Except as to Supplier’s limited right to use DocuSign Materials as set forth in the foregoing clause (i), DocuSign will retain all rights in and to all DocuSign Materials. DOCUSIGN MATERIALS ARE PROVIDED BY DOCUSIGN TO SUPPLIER ON AN “AS IS, WHERE IS” BASIS FOR USE ONLY IN CONNECTION WITH THIS AGREEMENT AND FOR NO OTHER PURPOSES WHATSOEVER.

6. PERSONNEL AND SUBCONTRACTORS. Supplier will assign (or cause to be assigned) sufficient employees, agents, or contractors (each a “Supplier Party” and collectively, “Supplier Parties”) to provide the Services in accordance with this Agreement. All Supplier Parties will possess suitable competence, ability and qualifications to perform the Services they are to perform.  Supplier will be solely responsible for all payments (including, without limitation, all wages, taxes, withholdings, contributions, unemployment insurance payments) to all Supplier Parties and will be fully responsible for the acts and omissions of all Supplier Parties.  Supplier may subcontract the performance of its obligations under this Agreement, provided that (i) Supplier shall ensure that all of its contracts with all subcontractors contain provisions that are in conformity with and no less stringent than the provisions of this Agreement, and (ii) Supplier shall remain fully responsible for the performance of any subcontractor and the compliance with this Agreement by any subcontractor.

7. INTELLECTUAL PROPERTY. All Deliverables are “works made for hire,” as that term is defined in the Copyright Act of 1976 (17 U.S.C. §101, et. seq.). To the extent that any Deliverable does not qualify as a “work made for hire,” Supplier hereby assigns and agrees to assign all right, title and interest, including, without limitation, all intellectual property rights whatsoever, in and to the Deliverables to DocuSign without any restrictions. At DocuSign’s request, during and after the term of this Agreement, Supplier will assist and cooperate with DocuSign in all respects, will execute documents, and will take such further acts reasonably requested by DocuSign to enable DocuSign to acquire, transfer, maintain, perfect and enforce its intellectual property rights and other legal protections for the Deliverables. Supplier hereby appoints the officers of DocuSign as Supplier’s attorney-in-fact to execute documents on behalf of Supplier for this limited purpose. Such appointment is and will be a power coupled with an interest. Additionally, Supplier agrees to and does hereby irrevocably waive, to the maximum extent permitted by law, and agrees never to assert, any moral rights (or any other similar intellectual property rights) in the Deliverables during and after the term of this Agreement. To the extent that Supplier controls any intellectual property rights that may block or interfere with, or may otherwise be required for, the exercise by DocuSign of the rights assigned to DocuSign hereunder (the “Related Rights”), Supplier hereby grants and agrees to grant to DocuSign and its affiliates a non-exclusive, worldwide, perpetual, irrevocable, enterprise-wide, fully assignable and transferable, royalty-free, fully paid-up and non-terminable license to use, copy, distribute, sublicense, modify, adapt, support, port, maintain and make derivative works from, make, have made, offer to sell, sell, import, and otherwise exploit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, solely to the extent necessary to enable DocuSign to exercise all of the rights assigned to DocuSign under this Agreement.

8. PRIVACY AND SECURITY. Supplier: (i) has, and during the term of this Agreement, shall continue to implement, monitor, and maintain information security policies and safeguards and will use industry-standard safeguards and security technologies (including, if applicable, encryption, password protection and changes, and firewall protection) to protect against the disclosure, destruction, loss, or alteration of DocuSign’s Confidential Information and DocuSign Materials; (ii) shall comply with all applicable data protection laws and regulations in connection with its performance of the Services and/ or supply of Goods hereunder; (iii) shall provide to DocuSign evidence of compliance with the aforementioned safeguards, measures, and practices upon request; and (iv) if required by DocuSign, shall execute additional supplemental data protection terms, including, but not limited to, a data processing agreement and/or the standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (or any successor thereto). If Supplier is processing or transferring Personal Data (defined below) on behalf of DocuSign, Supplier will: (i) comply with all applicable data protection laws and regulations in connection with its role, as described in the Purchasing Document(s), including, but not limited to, the requirements set forth by the Australian Privacy Act of 1988 (Cth), the UK Data Protection Act 2018, and Regulation EU 2016/679 (the “GDPR”) (collectively, “Data Protection Legislation”); (ii) ensure that its actions are consistent with DocuSign’s Privacy Policy; and (iii) if required by DocuSign, execute additional supplemental data protection terms, including, but not limited to, the standard contractual clauses for the transfer of Personal Data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council (or any successor thereto). “Personal Data” has the definition set forth in applicable Data Protection Legislation, and where Personal Data is not specifically defined in the Data Protection Legislation of a particular jurisdiction, the meaning of Personal Data will be any information relating to an identified or identifiable natural person - an identifiable person being one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his/her physical, physiological, mental, economic, cultural or social identity.

9. CONFIDENTIALITY.Confidential Information” means all information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), including oral communications, that is designated as “confidential” (or with a similar legend) or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. DocuSign’s Confidential Information include, but is not limited to, information relating to DocuSign’s and its affiliates’ security policies and business procedures and DocuSign Materials. Confidential Information does not include information that: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (ii) was or is obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of this Agreement or another valid agreement between the parties; or (iv) was or is independently developed by the Receiving Party without use of or reference to DocuSign’s Confidential Information. The Receiving Party shall maintain the Confidential Information in strict confidence, shall not make any use of Confidential Information except as required to exercise its rights and perform its obligations under this Agreement and shall not disclose any Confidential Information to any person or entity except (a) on a need-to-know basis to its to its employees, representatives or contractors who are under confidentiality obligations at least as restrictive as contained herein, and the Receiving Party accepts responsibility for a breach of this Agreement by any party to whom it provides access to the Confidential Information, or (b) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The Receiving Party agrees to protect Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Unless notification is delayed by applicable law or the actions or demands of a law enforcement agency, the Receiving Party shall promptly report to the Disclosing Party (if the Disclosing Party is DocuSign, with a copy to security@docusign.com), any unauthorized acquisition, use, or disclosure of Confidential Information. Upon expiration or termination of this Agreement, the Receiving Party will return or destroy, at the Disclosing Party’s sole option, all the Disclosing Party’s Confidential Information in its possession or control, and at the Disclosing Party’s request, certify in writing to the Disclosing Party that the Disclosing Party’s Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted.

10. TERMINATION. This Agreement may be terminated immediately upon written notice by either party if the other party breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach.  DocuSign will have the additional rights to terminate this Agreement (i) immediately if Supplier (a) becomes insolvent or admits its inability to pay its debts when due, (b) makes an assignment for the benefit of creditors, (c) files or has filed against it a petition in bankruptcy or seeking reorganization, (d) has a receiver appointed, or (e) institutes any proceeding for the liquidation or winding up of its business; and (ii) for any reason or no reason upon not less than thirty (30) days’ prior written notice to Supplier. Upon expiration or termination of this Agreement, DocuSign will have no further obligation to Supplier except to pay for Deliverables, Services and Goods that have been completed and accepted. Supplier will refund any pre-payments made by DocuSign with respect to Deliverables, Services and Goods that have not yet been provided by Supplier. Notwithstanding the foregoing, provisions of this Agreement relating to limitation of liability, indemnity, payment, confidentiality, security, privacy, and other provisions which by their nature are intended to survive will survive any termination or expiration of this Agreement.

11. REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants throughout the term of this Agreement that: (i) no authorization or approval from any third party is required in connection with Supplier’s execution, delivery, or performance of this Agreement; (ii) the Services will be performed and the Deliverables will be provided in a competent, professional and workmanlike manner using fully qualified personnel, in accordance with the milestones and time frames set forth in the applicable Purchasing Document, consistent with industry standards; (iii) the Goods will be new (unless otherwise expressly set forth in the Purchasing Document), and the Deliverables and Goods will be free from security interests, liens, and encumbrances; (iv) the Services, Deliverables and Goods will violate, infringe, or misappropriate any right (including, without limitation, any intellectual property right) of any third party, and DocuSign’s exercise of any of its rights in and to the Services, Deliverables and Goods will not violate, infringe, or misappropriate any such rights of any third party; (v) all Services, Deliverables and Goods will be free from defects in materials or workmanship, perform without material error, be high-quality, and will conform: (a) to the specifications and descriptions set forth in the Purchasing Document; and (b) to any documentation and specifications applicable to such Services, Deliverables or Goods. All Goods will be merchantable and fit for their intended purpose; (vi) Supplier will comply with all laws, rules and regulations in its performance of its rights and obligations under this Agreement, including (a) applicable anti-corruption and anti-bribery related laws, and (b) the Equal Opportunity Clause set forth in 41 C.F.R. parts 60-1.4(a), the employee notice found at 29 C.F.R. Part 471, Appendix A to Subpart A, and 41 C.F.R. §§ 60-300.5(a) and 60-741.5(a), each to the extent applicable; (vii) Supplier will obtain all governmental, quasi-governmental, and third-party certifications, licenses, permits, and the like that are required in connection with its performance under this Agreement; (vii) to the extent that Deliverables contain any software, Supplier will not include any “open source” code (as defined by the Open Source Initiative) or “Free” code (as defined by the Free Software Foundation) (collectively, “Open Source Code”) in the Deliverables, or create the Deliverables in such a way that it is compiled with or linked to Open Source Code, without DocuSign’s prior review and approval of the applicable license agreement; (viii) it is in compliance in all material respects with all current United States economic sanctions programs (collectively, the “U.S. Sanctions Program”) and, specifically, that none of Supplier nor any of its affiliates, officers, directors, employees, nor, to the knowledge of Supplier, any of its agents, consultants, sales representatives, resellers, or any other person acting on behalf of Supplier, is: (a) a person or entity whose name appears on the list of Specially Designated Nationals and Blocked Persons (“SDN”) published by the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”); (b) an agent, department, or instrumentality of, or is otherwise beneficially owned by (with fifty percent or greater ownership), controlled by, or acting on behalf of, directly or indirectly, (a) any SDN or (b) any person or entity that is listed on any OFAC sanctions list or otherwise blocked or subject to sanctions under other U.S. Sanctions Programs; or (c) owned or controlled by any country or territory that is subject to any U.S. Sanctions Program.

12. INDEMNIFICATION.

12.1. Supplier’s Indemnity.  Supplier will indemnify, release, defend, and hold DocuSign, its affiliates and their respective officers, employees, directors, shareholders, representatives, customers, vendors, licensees, successors, and assigns (collectively, the “DocuSign Indemnified Parties”) harmless from and against any and all liabilities, losses, damages, costs, fines, penalties, interest, and expenses (including, without limitation, attorneys’ and other professionals’ fees) on account of any claim, suit, action, demand, or proceeding made or brought by a third party against any DocuSign Indemnified Party, or on account of the investigation, defense, or settlement thereof (collectively, the “Claims and Losses”), arising out of, relating to, or in connection with (i) the Services, the Deliverables or the Goods allegedly violating, infringing, or misappropriating any right (including, without limitation, any intellectual property right) of any third party, (ii) any alleged breach of Supplier’s obligations or representations set forth in Sections 8, 9, or 11(vi), (iii) any gross negligence, willful misconduct, fraud or other unlawful act or omission of Supplier or any Supplier Party; (iv) any claim of bodily injury, death, or property damage caused by Supplier; and (v) any Supplier Party’s demanding compensation from DocuSign or its affiliate, or otherwise alleging that it is a DocuSign’s (or its affiliates’) employee.

12.2. Exceptions to Supplier’s Indemnity Obligations.  Supplier will not have any obligation under Section 12.1 to the extent any Claims and Losses: (i) result from use of the Deliverables or Goods in combination with any materials, products, or services supplied to DocuSign by any party other than Supplier or a Supplier Party, if the Claims and Losses would not have occurred but for such combination, unless the Deliverables or Goods are designed by Supplier to be used in combination with such materials, products, or services, (ii) result from any modification of the Deliverables or Goods that is not approved or provided by Supplier or a Supplier Party, if the Claims and Losses would not have occurred but for such modification, or (iii) are based upon DocuSign Materials, if the Supplier uses the DocuSign Materials in accordance with this Agreement and the Claims and Losses would not have occurred but for such DocuSign Materials (each of (i)-(iii) above, an “Indemnity Exception”).

12.3 IP Remedies.  If any Deliverable, Service or Good, or any portion of any of the foregoing, or the use thereof, is held or claimed to constitute a third-party infringement, misappropriation or violation, or its use is enjoined, or likely to be enjoined, by any action, lawsuit or claim, then Supplier, at its sole expense, will undertake to procure for DocuSign the right to continue using such Deliverable, Service or Good.  If the right cannot be procured on terms and conditions acceptable to Supplier in its reasonable judgment, Supplier must, at its sole expense: (i) modify such Deliverable, Service or Good to render it non-infringing but functionally equivalent without impairing in any material respect its functionality or performance, (ii) substitute such Deliverable, Service or Good with a replacement that is non-infringing but equivalent in functionality and performance, or (iii) in the event that none of the foregoing options are available to Supplier, refund to DocuSign the sums actually paid for such Deliverable, Service or Good, as well as any other Deliverable, Service or Good that is rendered unnecessary or useless to DocuSign by the unavailability of such Deliverable, Service or Good.  

12.4 Indemnity Procedure. DocuSign will promptly notify Supplier of the Claim and Loss for which indemnity is being sought, and will reasonably cooperate with Supplier in the defense and/or settlement thereof.  Supplier will have the sole right to conduct the defense of any Claim and Loss for which Supplier is responsible hereunder, provided that Supplier may not settle any Claim and Loss without DocuSign’s prior written approval.  DocuSign may participate in the defense or settlement of any such Claim and Loss at its own expense and with its own choice of counsel or, if Supplier refuses to fulfill its obligation of defense, DocuSign may defend itself and seek reimbursement from Supplier.

13. LIMITATION OF LIABILITY.

13.1 Exclusion of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) BREACH OF CONFIDENTIALITY OBLIGATIONS BY EITHER PARTY, (III) SUPPLIER’S INDEMNIFICATION OBLIGATIONS, (IV) DAMAGES RESULTING FROM DEATH OR BODILY INJURY ARISING FROM SUPPLIER’S ACTS OR OMISSIONS, OR (V) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL  BE LIABLE (WHETHER BASED IN CONTRACT, TORT, WARRANTY OR OTHERWISE, INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT THIS AGREEMENT (INCLUDING DAMAGES FOR LOSS OF PROFIT, GOODWILL, USE OR LOSS OF DATA), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

13.2 Total Liability. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) BREACH OF CONFIDENTIALITY OBLIGATIONS BY EITHER PARTY, (III) SUPPLIER’S INDEMNIFICATION OBLIGATIONS, (IV) DAMAGES RESULTING FROM DEATH OR BODILY INJURY ARISING FROM SUPPLIER’S ACTS OR OMISSIONS, OR (V) FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY EITHER PARTY, THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHER PARTY ARISING OUT OF OR IN RELATION TO THIS AGREEMENT FOR ANY LOSS OR DAMAGE, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY DOCUSIGN TO SUPPLIER UNDER THIS AGREEMENT.

14. INSURANCE.  Supplier will, during the term of this Agreement and a for a period of two (2) years thereafter,  maintain, at its sole expense, insurance in such amounts and with such types of coverage as is usual and customary for a sophisticated, prudent company in Supplier’s industry, with coverage limits that appropriate for the Goods and Services supplied under this Agreement. [At a minimum, Supplier shall maintain: (i) commercial general liability insurance with coverage for personal injury and/or property damage (including automobile liability if applicable to the Services); (ii) employers liability insurance; (iii) cyber-liability and data breach insurance; and (iv) insurance for claims under workers compensation laws or other similar laws or regulations.] Upon DocuSign’s request, Supplier shall provide DocuSign with a certificate of insurance evidencing such insurance coverages.

15. LEAD GENERATION SERVICES. If Supplier provides any Personal Data or other information for purposes of identifying a potential customer or user of DocuSign’s services (“Lead Information”), Supplier agrees to be bound by the terms of the Lead Generation Appendix attached hereto as Appendix 1.

16. GOVERNING LAW AND VENUE.

16.1 Governing Law and Venue. The parties agree to the following country-specific provisions for governing law and venue for all claims and disputes arising out of or relating to this Agreement.  This Agreement will be governed by and construed in accordance with following laws, based on the location of the DocuSign entity that entered into the applicable Purchasing Document:

(i) For DocuSign Entities Located in the European Economic Area; United Kingdom; and Switzerland: This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including without limitation non-contractual disputes or claims) are governed by and construed in accordance with the law of the Republic of Ireland. Each party irrevocably agrees that the courts of the Republic of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). The provisions of the U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this Agreement.

(ii) For DocuSign entities located in Australia: This Agreement is governed by the laws of New South Wales, Australia, and both DocuSign and Supplier agree to submit to the exclusive jurisdiction of the New South Wales courts. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this Agreement. Any legal action arising under this Agreement must be initiated within two years after the cause of action arises. Each party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

(iii) For DocuSign entities located in Japan or Singapore: This Agreement is governed by the laws of Singapore, and both DocuSign and Supplier agree to submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore. The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this Agreement. Any legal action arising under this Agreement must be initiated within two years after the cause of action arises.

(iv) For DocuSign entities located in any other locations:  This Agreement is governed by the laws of the State of California, U.S.A., without reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco County, California, for the purposes of adjudicating any dispute arising out of this Agreement. To the extent permitted by law, choice of law rules, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act as enacted shall not apply. Notwithstanding the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such Party’s intellectual property rights. Each Party hereby irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.

16.2. Language. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only.

17. GENERAL PROVISIONS.

17.1. Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Neither party will have the power to bind the other without such other party’s prior written consent. Except as otherwise set forth in this Agreement, nothing in this Agreement is intended to give rise to any third-party beneficiary of any rights, remedies or other benefits under or by reason of this Agreement.    

17.2. Assignability. Neither party may assign or transfer its rights or obligations under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement to an affiliate as part of a reorganization, or to a third party that succeeds to all or substantially all of its assets or business relating to the subject matter of this Agreement, whether by sale, merger, operation or law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

17.3 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing, references this Agreement, and is sent using: (i) DocuSign’s on-demand electronic signature and digital transaction management service, (ii) certified or registered mail; (iii) a nationally recognized overnight courier, to the appropriate party at the address set forth on the Purchasing Document, with a copy, in the case of DocuSign, to legal@DocuSign.com, or (iv) email to the email addresses set forth on the Purchasing Document. Each party hereto expressly consents to service of process by registered mail. Notices are deemed given upon receipt if delivered using DocuSign’s services, two (2) business days following the date of mailing, one (1) business day following delivery to a courier, or when sent if sent by email with receipt confirmed.

17.4 Force Majeure.  Neither Party will be liable for any default or delays in the performance by a Party of its obligations under this Agreement (i) if and to the extent caused by: (a) site-specific acts of war or terrorism; (b) fire, earthquake, flood, hurricane, riots, or acts of God; (c) catastrophic failures of telecommunication service or telecommunications outage not caused by the obligated Party; or (d) direct government action or order directed or taken specifically towards a Party, in each case that cannot reasonably be prevented, circumvented and mitigated by the non-performing Party through the use of disaster recovery plans, alternate sources, workaround plans, or other reasonable means, and (ii) to the extent such Party is without fault in any resulting defaults or delays (“Force Majeure Event”). The Party affected by a Force Majeure Event shall (A) provide the other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (B) use commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (C) provide the other Party with periodic notice of relevant developments; and (D) the other Party with prompt notice of the end of such Force Majeure Event. If Supplier suffers a Force Majeure Event and cannot resume performance within ten (10) business days of the commencement of such Force Majeure Event, then in addition to its other termination rights in this Agreement, DocuSign shall have the right to terminate the affected Purchasing Document upon written notice to Supplier. 

17.5. COVID-19.  Notwithstanding the provisions of Section 17.4, Supplier acknowledges that this Agreement is being entered during the pendency of the global COVID-19 pandemic.  Accordingly, Supplier represents and warrants that it has enacted, and can and will comply with, a preparedness and response plan to perform its obligations notwithstanding such pandemic and without seeking relief under this Section. Such plan includes: (i) measures to protect workers from exposure, including from the general public, customers and coworkers, taking into account workers’ individual risk factors such as age, underlying medical conditions, and pregnancy; (ii) contingencies for increased rates of absenteeism, the need for “shelter in place” and other social distancing, and other administrative controls; (iii) provisions for maintaining operations with a remote and/or reduced workforce and handling interrupted supply chains or delayed deliveries; and (iv) identification, isolation, and treatment of infected individuals. 

17.6 Anti-Corruption. In connection with the Services and Goods provided under this Agreement, the Parties agree to comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations, including, but not limited to, the Foreign Corrupt Practices Act 15 U.S.C. § 78dd-1, et seq. and the United Kingdom Bribery Act, 2010 and any amendments thereto. Supplier further represents and warrants to DocuSign that neither Supplier, nor its directors, officers, and subcontractors is or will belong to or be associated with an Anti-Social Group. “Anti-Social Group” means groups or individuals who seek or are suspected to seek economic benefits through the use of violence, threats, and fraud, including, but not limited to, Boryokudan.

17.7 Publicity. Neither party shall refer to the identity of the other party in promotional material, publications, or press releases or other forms of publicity  unless the prior written consent of the other party has been obtained. Supplier shall not use any DocuSign’s trademarks, service marks, corporate or other trade names, or other proprietary marks without DocuSign’s prior written consent.

17.8 Affirmative Action. DocuSign, Inc. is a federal contractor. As a result, but only if applicable to Supplier given the Services or Goods provided to DocuSign, Inc., the Equal Opportunity Clause set forth in 41 C.F.R. parts 60-1.4(a), and the employee notice found at 29 C.F.R. Part 471, Appendix A to Subpart A are incorporated by reference herein. In addition, but also only if applicable, Supplier shall abide by the requirements of 41 C.F.R. §§ 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals on the basis of protected veteran status or disability, and require affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans and individuals with disabilities.

17.9 Alternative License Agreements.  The parties agree that either there is no Alternative License Agreement of Supplier or any third party included or referenced in the Services, Deliverables or Goods or, if there is such an Alternative License Agreement, it is and shall be superseded in its entirety by this Agreement and shall be of no force and effect, regardless of whether such Alternative License Agreement is “signed” or otherwise agreed to by any DocuSign employees or personnel. “Alternative License Agreement” means any “shrink-wrap,” “click-wrap,” or “click-through” license agreement, “terms of use,” or similar documents or terms (whether in hard-copy, electronic, web-based, or other form and whether existing prior to or after the effective date of this Agreement) that is related to any Service or Deliverable, or any part of the Service or Deliverable provided under this Agreement.

17.10 Sanctions Compliance. Supplier represents and warrants that Supplier is in compliance in all material respects with all current United States economic sanctions programs (collectively, the “U.S. Sanctions Program”) and, specifically, that none of Supplier nor any of its Affiliates, officers, directors, employees, nor, to the knowledge of Supplier, any of its agents, consultants, sales representatives, resellers, or any other person acting on behalf of Supplier, is: (i) a person or entity whose name appears on the list of Specially Designated Nationals and Blocked Persons (“SDN”) published by the United States Department of the Treasury Office of Foreign Assets Control (“OFAC”); (ii) an agent, department, or instrumentality of, or is otherwise beneficially owned by (with fifty percent or greater ownership), controlled by, or acting on behalf of, directly or indirectly, (a) any SDN or (b) any person or entity that is listed on any OFAC sanctions list or otherwise blocked or subject to sanctions under other U.S. Sanctions Programs; or (iii) owned or controlled by any country or territory that is subject to any U.S. Sanctions Program.

17.11 Equitable Relief.  Each party agrees that a breach or threatened breach by such party of any of its confidentiality obligations under this Agreement, or an infringement by such party of any of the other party’s intellectual property rights, would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies available at law, in equity or otherwise.

17.12 Trade Restrictions. The Goods or Services, any associated Documentation, and the provision and derivatives thereof are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”). Each Party shall comply with all applicable Trade Restrictions. In addition, each Party represents that it is not a Restricted Party, nor is it owned or controlled by, or acting on behalf of any person or entity that is a Restricted Party. “Restricted Party” means any person or entity that is: (a) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (b) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and EU Dual-Use Regulation EC 428/2009.

17.13 Miscellaneous. The waiver by either party of any provision of this Agreement will only be effective if it is in writing and signed by such party. The failure of either party to enforce any covenant or obligation in accordance with this Agreement, or any provision of this Agreement, will not be a waiver of future enforcement of that or any other covenant, obligation or provision, nor will the same be construed as a novation of this Agreement. If any provision of this Agreement is found to be illegal, unenforceable, or invalid, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of this Agreement will remain in full force and effect. Except as expressly set forth in this Agreement, the exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. Captions of the articles, sections and subsections of this Agreement are for reference purposes only and do not constitute terms or conditions of this Agreement and will not limit or affect the meaning or construction of the terms and conditions of this Agreement. This Agreement is the final, complete, and exclusive expression of the agreement between the parties regarding the Services, Deliverables and Goods provided under this Agreement. This Agreement supersedes and replaces, and the parties disclaim any reliance on, all previous or contemporaneous oral and written communications, representations, proposals, understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the exclusion of any other terms, or which are implied by trade, custom, practice, or course of dealing. This Agreement may be changed only by a written agreement signed by an authorized agent of both parties. This Agreement may be executed in counterparts, each of which will constitute an original, and all of which will constitute one and the same instrument. Electronic signatures will be given the same effect and weight as originals.


APPENDIX 1

DOCUSIGN LEAD GENERATION APPENDIX FOR SUPPLIERS

1. Definitions.  In this Appendix, the terms "controller," "data subject," and "processing" have the meaning given to them under GDPR.

2. License Grant.  Supplier grants to DocuSign a non-exclusive, perpetual (or to the extent applicable law does not allow for a perpetual grant, for the duration of legal protection of rights), irrevocable, worldwide, royalty-free, transferable license to access and use the Lead Information for any business purposes, including to contact and/or sell DocuSign products or services to potential customers, resellers, or end users. Unless otherwise specified in a Purchasing Document, Supplier represents and warrants that it has sufficient rights to make the foregoing license grant with respect to Lead Information delivered to DocuSign, and Supplier will indemnify DocuSign and its affiliates, and each of their officers, directors, employees, and agents, as provided in Section 12 (“Indemnification”) of the Terms in the event of any third-party claim alleging acts or omissions that would constitute a breach of the representations and warranty contained in this Section.

3.     Relationship of the Parties.  To the extent that the Lead Information includes any Personal Data collected and processed by Supplier, the parties intend, in relation to such Personal Data, that both parties act as independent controllers (not as joint controller with the other party).

4.     Obligations of DocuSign as Data Controller.  DocuSign may use and process the Lead Information received from Supplier for its own business purposes. DocuSign shall comply with all applicable Data Protection Legislation when processing such Lead Information, provided that DocuSign may rely on Supplier’s representations and warranties herein when using Lead Information supplied by Supplier.

5.     Obligations of Supplier as Data Controller.  Supplier alone shall decide how to manage the processing of such Personal Data in relation to the provision of Lead Information, including notably, which data to collect, how to collect it, how long to store it, and which security measures to apply to it. As the main point of contact for the data subjects, Supplier is liable for providing the data subjects with proper information in accordance with Data Protection Legislation and, where applicable, obtaining their consent for the communication and use of their Personal Data by DocuSign as contemplated herein. The Supplier is also responsible for managing data subject requests to exercise their data protection rights. The Supplier shall immediately inform DocuSign in case of potential non-compliance of the Lead Information with the Data Protection Legislation.

6.     Cooperation by Supplier.  Supplier shall provide DocuSign, upon request, with any document and information necessary for DocuSign to comply with Data Protection Legislation related to the Services, including any information necessary to complete its data processing assessment. In case of control or investigation from a data protection authority, Supplier shall provide DocuSign with all relevant documents and information related to the Lead Generation Services to allow DocuSign to cooperate with the data protection authority.

7.     Personal Data Request.  If either party receives any request or claim related to Personal Data collected and processed in relation to the Services, such party shall inform the other party without undue delay and provide all reasonable assistance to answer such request or claim.