Mexico PO Terms and Conditions

Mexico PO Terms and Conditions

Spanish Version

Except as otherwise specified herein, Service Provider commencement of performance under this Purchase Order constitutes Service Provider acceptance of the terms and conditions specified below.


1. DEFINITIONS.  Unless more specifically defined elsewhere in this Purchase Order, the following terms, when initially capitalized, shall have the meanings indicated below:

a. Company.  Capital One Technology Labs Mexico, S. de R.L. de C.V., a company incorporated under the laws of Mexico, and any/all of its parent, affiliates, or subsidiaries, or a company with which it is merged (including acquisition by or of Company).

b. Delivery. The date that the Goods are received by Company or a designated agent of the Company at the "SHIP TO" location identified on the front of this Purchase Order.

c. Goods.  All material, equipment, supplies, printing, and automated data processing, hardware and software to be provided by Service Provider as required by this Purchase Order.

d. Key Personnel.  Service Provider personnel named and identified by Service Provider to perform Services hereunder. 

e. Price.  The price or costs established at the time of order placement for Goods or Services; provided, however, Service Provider will give Company the benefit of any price reductions available or in effect at the time of shipment of Goods.

f. Purchase Order.  This order issued by Company for Goods or Services, including the Statement of Work, if any, attached hereto, and the terms and conditions contained herein.

g. Services or Work. All services to be performed by Service Provider as described in this Purchase Order or a statement of work (“Statement of Work”) attached hereto.

h. Service Provider or Vendor.  The entity responsible for providing Goods and/or Services identified by this Purchase Order.

i. Work Product.  All documents, reports, analyses, drawings, designs, images, works of art, test results, marketing research data, computer programs, software object and source code, documentation, enhancements, modifications and other materials prepared by or for Service Provider in the course of Service Provider's performance under this Purchase Order, or any derivation of the foregoing.


a. Each article or provision of this Purchase Order has been subject to the mutual consultation, negotiation, and agreement of Service Provider and Company, and shall not be construed for or against either party.

b. Except as otherwise provided herein, both parties agree that the terms of this Purchase Order are the complete agreement between the parties relative to this transaction.

c. All terms and conditions contained in this Purchase Order will be superseded by the terms and conditions of any contract between Company and Service Provider that is referenced in the Purchase Order as a basis for the transaction, including by Contract ID or a contract number used by Company to identify the underlying contract.


4. INDEMNITY.  Service Provider shall indemnify, hold harmless and defend Company and its officers, directors, employees, agents and contractors from and against any and all damages, losses, claims, expenses, fines and penalties (including reasonable attorneys' fees Company may incur), including but not limited to claims arising out of alleged patent or copyright infringement, trade secret misappropriation, injury to or death of persons or damage to property, arising from or in connection with the Goods or Services provided by Service Provider under this Purchase Order,  whether such liabilities arise from this Agreement, regulatory action or otherwise, either directly or indirectly,     and including the acts or failures to act of Service Provider's agents, subcontractors, officers, directors or employees.  Additionally, Service Provider agrees to assume full responsibility and will reimburse Company for any loss of or damage to Company's property caused by the acts or failures to act of employees of Service Provider.  Service Provider shall not compromise or settle, or admit any liability with respect to, any claim that Service Provider is obligated to indemnify Company for under this Purchase Order without Company’s prior written consent.  The foregoing notwithstanding, Company shall not be liable for any special, incidental or consequential damages, including loss of business or loss of profits.

5. CHANGES.  No substitution, change or deviation shall be made by Service Provider except by written consent or by issuance of a written change order from Company.  Company may, at any time, by written change order and without notice to Service Provider's surety, if any, make changes in, additions to or deletions from the Goods to be provided or the Work to be performed pursuant to this Purchase Order.  If Company and Service Provider cannot agree to an increase or decrease, if any, in the Price for such change order or the time required for performance of Work changes, Company may terminate this Purchase Order pursuant to Article A.15.    


a. General.  Service Provider shall comply with all federal, state and local laws, rules, regulations, orders and ordinances applicable to the Goods or performance of the Work, including but not limited to all laws, rules, regulations, orders and ordinances pertaining to occupational health and safety, privacy of information and, if applicable, obligations for Specialized Services as it is defined under  Mexican Laws.

b. Labor Responsibility. The Parties expressly agree and acknowledge that the Service Provider is an independent contractor, with the capacity, experience, infrastructure, elements and sufficient economic and material resources to render the Services hereunder, and to comply with all its obligations derived from the relationship with its Service Provider personnel.

i. The Parties expressly agree and acknowledge that there is no relationship between the Service Provider, and/or Service Provider personnel and Capital One. Neither the Service Provider, nor Capital One, are legal representatives or agents of each other and have no power to bind the other Party (or the right to direct or supervise the daily activities of the other Party) for any reason. Neither Capital One, nor any of its subsidiaries or affiliates, shall have any liability with any person for the debts, liabilities, damages, claims or expenses arising or related to the Services rendered by the Service Provider or the Service Provider's business.

ii. Without limiting the generality of the foregoing, Service Provider shall have no authority to bind Capital One in any manner whatsoever. Accordingly, the Service Provider shall at all times act as a principal and an independent contractor.  Service Provider shall neither declare nor represent to any third party that it is an agent or employee of Capital One.

iii. Service Provider acknowledges and agrees that any and all liability arising or resulting from the performance of the Services  shall be the  sole responsibility of Service Provider. Any conflict that may result between Capital One and its employees will be the sole and exclusively responsibility of Capital One.

iv. Each Party will be responsible for claims, individual or collective, of any kind (and in the case of Service Provider, those that are derived from workplace accidents or illnesses) that are filed by their respective employees, agents or officers that may interfere in the performance of this Purchase Order. Service Provider shall be solely responsible for its fulfillment of employment obligations required by applicable laws.

v. Service Provider has its own resources and means necessary to comply with all obligations it owes to Service Provider personnel and to provide the Services under this Purchase Order, For purposes of clarity, Service Provider shall be solely responsible for the payment of all salaries, compensation and benefits to which Service Provider personnel are entitled to receive pursuant to applicable laws. Further, Service Provider shall be solely liable for the obligations and payment of dues arising from the employment relationship with Service Provider personnel in accordance with the Social Security Law, the National Housing Fund for Workers Law, the Retirement Savings System Law, the Income Tax Law and other Applicable Laws and regulations, regarding each and all Service Provider personnel.

c. Employment. Without limiting the generality of the foregoing, Service Provider, in providing the Services, will comply with all applicable federal, state, and local employment and employee benefits laws, regulations, or orders, including with respect to work authorization and immigration status. In addition, Service Provider will perform the Services in full compliance with applicable workplace laws, including the provisions of the  Federal Occupational Safety and Health Act of 1970 (the “1970 Act”), with any rules and regulations promulgated pursuant to the 1970 Act, MFLL, Mexican Social Security Laws, applicable regulations, Mexican official standards (NOMs) and other federal, state and local laws, regulations, ordinances and decrees. Further, Service Provider will employ workers because of their ability to do the job, not because of their personal characteristics. Service Provider will not discriminate against any employee or applicant for employment because of race, color, religion, disability, sex, sexual orientation, gender identity, national origin, age, veteran status, genetic information, or any other unlawful criterion. Service Provider will comply with all applicable laws against discrimination and all related rules, regulations, and orders.

d. Disclosure of Purchase Order.  Company may disclose this Purchase Order and any information that it obtains hereunder to any government agency, regulatory authority or other person that Company has determined, in its discretion, has a need for such information.  

e. Fines.  Any fines or other penalties incurred by Service Provider or its agents, employees or subcontractors for noncompliance with any laws, rules, regulations or ordinances shall not be reimbursed by Company but shall be the sole responsibility of Service Provider.  If fines, penalties or legal costs are assessed against Company by any government agency or court due to noncompliance by Service Provider with any laws, rules, regulations or ordinances, or if the Goods or the Work to be furnished hereunder or any part thereof is delayed or stopped by order of any government agency or court due to Service Provider's noncompliance therewith, Service Provider shall indemnify and hold harmless Company against any and all losses, liabilities, damages, claims and costs suffered or incurred because of the failure of Service Provider to comply therewith.  Service Provider shall reimburse Company for any and all legal or other expenses, including attorneys' fees through the appellate level, reasonably incurred by Company in connection with such losses, liabilities, damages or claims.

7. PATENTS, COPYRIGHTS AND TRADE SECRETS.  Service Provider shall, at its own expense, defend any suit or proceeding brought against Company based on an allegation that any portion of the Goods, or the Work, or use thereof for its intended purpose, constitutes an infringement or misappropriation of any claim of any patent, copyright, trade secret or other intellectual property right, provided Company notifies Service Provider of such suit or proceeding in writing. Service Provider shall pay all damages and costs, including reasonable attorneys' fees through a settlement or final judgment including any appeal, awarded in any suit or proceeding.  Service Provider shall indemnify Company against any costs and expenses incurred by Company, including expenses of providing information and assistance to Service Provider for the defense of such suit or proceeding. If any component of the Goods or Work is, or Service Provider believes it is reasonably likely to be, held to constitute infringement of any patent, copyright, trade secret or any other intellectual property right and its use by Company is enjoined, Service Provider shall, at Company's option and at no cost to Company, procure for Company the right to continue using such component, replace said component with a substantially equivalent non-infringing component or modify said component so that it becomes non-infringing but remains substantially equivalent.  

8. TAXES.  All federal, state and local property, sales, license, privilege, excise, gross receipts, value added (“VAT”) or other similar taxes that may now or hereafter be imposed on this transaction, any Goods or Service provided by Service Provider hereunder, shall be paid by Service Provider and shall be included in the Price.

9. ASSIGNMENT.  Unless Company grants prior written consent, Service Provider shall not assign any rights or delegate any duties or obligations hereunder or transfer or otherwise dispose of this Purchase Order or any part hereof or its rights, title and interest herein, nor assign any monies due or to become due hereunder.  Company may freely assign this Purchase Order to any third party with which it is merged or to any affiliate, parent or subsidiary.


a. Governing Law.  The laws of Mexico, shall govern the validity and construction of this Purchase Order. This Purchase Order shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods. This Purchase Order shall be deemed to have been executed in Mexico regardless of the actual place of signing or the actual place of performance.   For all litigation which may arise with respect to this Purchase Order or associated with or relating in any way to the parties; interactions under this Purchase Order, the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction and venue (and waive any claim of forum non conveniens and any objections as to laying of venue) of the courts of Mexico City, Mexico.  

b. Non-Waiver of Rights.  The failure of Company to demand strict performance of the terms of, or to exercise any right conferred in, this Purchase Order shall not be construed as a waiver or relinquishment of its right to assert or rely upon any such term or right in the future, or consent to any continuing or subsequent failure or breach.

c. Severability.  In the event any provision or any portion of this Purchase Order shall become or be declared unlawful, invalid, void or otherwise unenforceable, the rights and obligations of the parties shall be reduced only as required to remove the unenforceable provision or portion.

d. Survival.  Neither completion of the Work, delivery of the Goods nor termination or cancellation of this Purchase Order shall be deemed to relieve Service Provider of any obligations hereunder that by their nature survive completion of the Work or delivery of Goods, including but not limited to all warranties, guarantees, promises of indemnity, and confidentiality obligations.

e. Publicity.  No information relative to this Purchase Order or the Work or Goods shall be released by Service Provider for publication, advertising or for any other purpose without the prior written approval of Company.

f. Confidentiality.  During the term of this Purchase Order, Company may communicate to Service Provider certain information either orally or in writing to enable Service Provider's personnel to render the Goods or Services hereunder.  Service Provider will treat and obligate its personnel and authorized subcontractors to treat such information or any reports, recommendation or Work Product, which Service Provider produces for Company, as Company proprietary and confidential information.  Service Provider, its personnel and authorized subcontractors will use at least the same degree of care as it employs to avoid unauthorized disclosure of its own confidential information, but in any event no less than commercially reasonable efforts, to prevent disclosing the Company proprietary and confidential information to unauthorized parties. Service Provider is specifically prohibited from selling, renting, licensing, or distributing Company proprietary and confidential information and from retaining, using, making accessible, or otherwise disclosing Company proprietary and confidential information for a commercial purpose other than to fulfill its obligations under this Purchase Order. Upon the expiration or earlier termination of this Purchase Order, or upon the request of Company, Service Provider will return or destroy any and all Company proprietary and confidential information, as directed by Company, and provide Company a written certification certifying that all Company proprietary and confidential information has been returned or destroyed pursuant to the foregoing obligation.

g. Hazardous Materials.  If any of the materials furnished pursuant to this Purchase Order are designated by laws, rules, regulations or ordinances as hazardous or toxic, either in the form to be furnished or as waste upon disposal, Service Provider shall notify Company and propose a nonhazardous or nontoxic alternative if such an alternative exists.  Service Provider shall package and label all such materials in accordance with applicable laws, rules, regulations and ordinances and with all applicable certificates, including a Materials Safety Data Sheet (MSDS), warnings and instructions for shipping, safety, handling exposure and disposal in a form sufficiently clear for use by non-technical personnel.

h. Subcontracting. Service Provider shall not subcontract its obligations to provide the Goods or Services to any third party without the prior written consent of Company.

11. DISPUTE RESOLUTION. The parties shall make a good faith effort to resolve, without resort to arbitration or litigation, any dispute arising under or related to this Purchase Order.  To the extent the parties are unable to resolve such dispute, either party may elect to submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules of the AAA by the electing Party (the “Disputing Party”).


a. Invoices.  Service Provider will invoice Capital One in Mexican Pesos (MXN)  for all amounts due monthly, in arrears, within thirty (30) days after the end of each month. Service Provider will submit invoices electronically as a “PPD” payment (Pago en Parcialidades o Diferido or Payment in Partialities or Deferred payment, in accordance with applicable laws, showing such details required by the Comprobantes Fiscal Digital por Internet (CFDI) standard and as reasonably specified by Capital One and, unless otherwise directed by Capital One, using Capital One’s online portal. If an invoice states that certain charges cannot be determined as of the date of the invoice, such charges may be added to a later invoice, but in no case later than sixty (60) days past the end of the original billing cycle. Invoices must make reference to the respective PO/SOW contract reference number(s).

To the extent Service Provider is required by applicable law to collect taxes for which Capital One is responsible under section 10.2(C), Service Provider will separately state on the invoice the amount of taxes and the jurisdiction(s) for which the taxes are being collected.

b. Payment. Capital One will pay undisputed invoices within sixty (60) days of invoice receipt. Capital One will make payments directly to Service Provider, or to Service Provider’s designated bank, by, at Capital One’s option, wire transfer, electronic funds transfer (CLABE or equivalent excluding CIE or Immediate Business Concentration type payments) or check or by, as agreed to by the Parties, credit card.  Service Provider will submit a Payment Complement statutory tax receipt for all payments confirming the amount and the invoices that are included in the payment in accordance with the CFDI. This will occur no less than monthly and no later than 5 natural days after the end of month.


a. Title.  Service Provider warrants that the transfer of title of all items of Goods or Services provided pursuant to the Purchase Order shall be lawful.  Service Provider also warrants that such items shall be free and clear from any and all security interests, claims, demands, liens or other encumbrances at the time of transfer.  In the event any item of Goods or Services fails to conform to this warranty, Service Provider shall defend the title thereto and shall, at Company's option and at no cost to Company, promptly remove, or cause to be removed, any such security interest, claim, demand, lien or other encumbrance, or shall replace the item with a similar item conforming to this warranty. 

b. Exclusivity.  The warranties set forth herein are NOT exclusive and are in addition to other warranties whether statutory, expressed or implied.  The remedies set forth herein are in addition to such other remedies as may be available to Company at law. Service Provider shall not be excused from its obligations under this Article by Company's failure to inspect, failure to discover defective Goods, approval of or payment for the Goods or Work or any portion thereof. 

14. WAIVER OF LIENS. Service Provider waives, and shall require its subcontractors and suppliers of any tier to waive, any and all liens and claims, and the right to file and enforce or otherwise assert any such liens and claims, against Company or Company's property or facilities for Goods or Services furnished hereunder.   

15. TERMINATION.  Company may, without cause, terminate the Purchase Order at any time, in whole or in part, by providing written notice of termination to Service Provider, such termination to be effective as specified in Company's notice but not earlier than one day after Service Provider's receipt of such notice. Company will be discharged from all further obligations hereunder upon notice of termination. 

16. FORCE MAJEURE.  Neither Company nor Service Provider shall be liable for any default or delay in the performance of its obligations under this Purchase Order if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, hurricane, other elements of nature or acts of God, riots, pestilence, civil disorders, governmental orders under the Defense Production Act, or any other similar cause beyond the reasonable control of such party;  provided the non-performing party is without fault in causing such default or delay, and such default or delay could not have been prevented by taking reasonable precautions and could not reasonably be circumvented by the non-performing party through the use of alternate sources, workaround plans or other means (each such event, a "Force Majeure Event"), provided that the party experiencing the Force Majeure Event shall promptly give written notification to the other party within five (5) days after such party has learned of the Force Majeure Event.  The party experiencing the delay shall undertake reasonable measures to make up for the time lost through delay without additional compensation.  If performance by either party is delayed due to a Force Majeure Event, the time for that performance shall be extended for a period of time reasonably necessary to overcome the effect of the delay, subject, however, to Company's right to terminate the Purchase Order in whole or in part.  In no event shall the following events, in and of themselves and without a causal relationship with one of the events described above, be deemed Force Majeure Events:  the non-availability of voice or data networks for any reason, electricity or power failures, labor disputes or strikes, transit strikes and any degradation in performance or failure of any piece of equipment or software of Service Provider used to provide the Goods or Services. 

17. INSURANCE. Service Provider and its subcontractors shall obtain, pay for and keep in force while providing Goods or Services hereunder, and thereafter as provided below, the following insurance:

a. The Service Provider represents and agrees that it will comply with all its employer obligations in terms of the Social Security Law, including the registry of their employees before the Mexican Social Security Institute (“IMSS”). 

b. Commercial general liability, including coverage for completed operations, products liability and contractual obligations;

c. Comprehensive automobile covering all vehicles on Company’s property pursuant to Service Provider’s performance hereunder, whether owned by Service Provider or otherwise; and

d. The limits of coverage for sections C and D above shall be $1,000,000 per occurrence combined single limit bodily injury and property damage plus $2,000,000 excess or umbrella liability coverage.

e. In addition, Service Provider's who are providing Services hereunder, and their subcontractors, shall obtain, pay for and keep in force while performing Services hereunder, and thereafter as provided below, the following insurance:

f. Professional liability for errors and omissions with a limit of $1,000,000 providing coverage for a period of at least two years following completion of the Services.

g. Crime and Fidelity Insurance with a limit of $1,000,000 which protects Company against the theft or otherwise wrongful conversion of Company's or Service Provider's property, the property or assets of customers or patrons, or the cash receipts by Service Provider's employees, agents or subcontractors.

Service Providers providing Services under this Purchase Order shall cause their insurers to: (i) waive all rights of subrogation against Company, and its officers, directors and employees; (ii) name Capital One Technology Labs Mexico, as well as  affiliates and their respective directors, officers, employees, agents, successors and permitted assigns and their employees as Additional Insureds under its commercial general liability policy and, if applicable, umbrella or excess liability policies; and (iii) give Company thirty (30) days written notice of any material change or alteration in the coverage specified above or cancellation of any policy of insurance required hereunder.

Service Providers shall cause their insurers to furnish certificates of insurance on standard ACORD forms (or comparable) evidencing that the above insurance is in effect and otherwise complies with the requirements of this Article.  All insurance companies shall have A.M. Best ratings of not less than A- IX.  The carrying by Service Provider of the insurance required herein shall in no way be interpreted as relieving Service Provider of any other obligations it may have under this Purchase Order.


1. WARRANTIES. Service Provider warrants that each item of Goods provided pursuant to this Purchase Order shall strictly conform to the description and specifications contained in this Purchase Order; shall be free from defects in workmanship, materials and design; and shall be merchantable and fit for its intended purpose.  Service Provider further warrants that each item of Goods provided pursuant to this Purchase Order is new and that, unless otherwise provided, no surplus, rebuilt, reconditioned or used Goods shall be provided pursuant to this Purchase Order.

Upon receipt of oral or written notice from Company of a warranty claim, Service Provider shall, if required by Company, at its sole expense, promptly repair or replace, as determined by Company, all portions of the Goods that fail to conform to the above warranties.  Service Provider shall also perform such tests as Company may require to verify that the repairs or replacements comply with the requirements of this Purchase Order.  The expense of all work incidental to such repair, replacement or testing shall be borne solely by Service Provider.  The above warranty shall apply to all Goods repaired or replaced by Service Provider.

If Service Provider fails within a reasonable time or refuses to repair or replace as required by Company, Company may, at its sole discretion, repair or replace or take other remedial action. Service Provider shall indemnify Company for all costs so incurred.

2. INSPECTION AND EXPEDITING.  Company shall have reasonable access to Service Provider's manufacturing, design and other facilities, both on and off-site, as well as the facilities of Service Provider's subcontractors and suppliers of any tier, for the purpose of auditing compliance with applicable laws, rules, regulations, orders and ordinances and compliance with Service Provider's quality control and assurance programs, inspecting the Goods covered by this Purchase Order and expediting performance of this Purchase Order.  Inspections by Company shall not relieve Service Provider of its obligation to comply in all respects with this Purchase Order.

3. TITLE AND RISK OF LOSS.  Unless otherwise specified, title and risk of loss for each item of Goods shall pass to Company upon Delivery. 


1. WARRANTIES.  Service Provider represents and warrants that Service Provider, its employees and subcontractors have experience and expertise in performing services of the type required herein and that the Services performed hereunder, including the Work Product resulting therefrom, shall be performed in strict accordance with all conditions and requirements herein with due care and in conformity with reasonable and customary standards of professional skill and competence.  If, within twelve (12) months after final acceptance of the Services, Company discovers that any of the Services performed by Service Provider hereunder fail to conform to this warranty, Service Provider shall, at Company's option and at no cost to Company, promptly correct or re-perform any Services performed by Service Provider so that they conform to the warranty, provided that Company shall give Service Provider written notice of the nonconformity within a reasonable time after discovery but in no event later than twelve (12) months after final acceptance of the Services.  Service Provider represents and warrants that Services provided under this Purchase Order will not limit or invalidate any warranty by a manufacturer of Goods or by any other party to Company. 

Without limiting any other right of Company herein, in the event that Service Provider is unable to satisfactorily correct or re-perform the Services, or in the event that material breaches of warranty shall occur more often than three (3) times during any thirty (30) day period, then in either of such events Company may, at its option, terminate this Purchase Order without any further liability to Service Provider other than to compensate Service Provider for accepted Services previously provided by Service Provider for which Company has not paid as of the termination date.

2. OWNERSHIP OF WORK PRODUCT AND SUBJECT INVENTIONS.  All Work Product prepared by or for Service Provider in the course of Service Provider's performance of Services under this Purchase Order shall belong to Company, and Service Provider grants to Company all right, title and interest, including copyright, in the Work Product.  Service Provider and its employees will disclose promptly to Company all ideas, inventions, discoveries and improvements, hereafter referred to as "Subject Inventions", whether or not patentable, relating to the Work hereunder, which are conceived or first reduced to practice by Service Provider in the performance of the Work under this Purchase Order.  Service Provider agrees that all such Subject Inventions shall become the sole property of Company, and that during or subsequent to the term of this Purchase Order Service Provider will execute and deliver to Company all such documents and take such other action as may be required to assist in obtaining patents and vesting title thereto in Company for the Subject Inventions.

Service Provider agrees that any Work Product made by Service Provider or its subcontractors in connection with the Services shall be considered 'works for hire' under the copyright laws of the United States and shall be the sole and exclusive property of Company and Company shall own all copyrights to such work.

Notwithstanding anything to the contrary herein, Company shall not acquire any ownership rights in any Service Provider copyrighted training materials prepared exclusively outside the scope of this Purchase Order.  However, Service Provider grants herein a fully paid, non-exclusive, worldwide royalty-free license to use the training materials. Except for archival and back-up purposes, Company shall not reproduce or copy any such copyrighted training materials without Service Provider's consent.  

All documents, reports, analyses, drawings, designs, blueprints, images, test results, marketing research data, computer programs, software object and source code, documentation, enhancements, modifications and any other materials furnished to Service Provider by Company or its agents shall remain the property of Company, and no such item shall be used for, or revealed, divulged or made known to, any person, firm or corporation without the prior written consent of Company.  Service Provider will return to Company all such items, together with any reproductions of such items that Service Provider or its subcontractors may have made, or destroy such items, at Company's option, upon termination of this Purchase Order or on demand.

3. RIGHT TO AUDIT.  Service Provider shall keep accurate and complete books of account, records, documents and other evidence related to the pricing and performance of this Purchase Order, and any change or modification hereto.  For all labor hour, time and material, expense or other payment provisions based on Service Provider's costs, and for all claims for equitable adjustment, termination charges, additional compensation or damages for delay or other alleged breach of this Purchase Order by Company, Company or its representatives shall have the right to inspect and audit such books, records, documents and other evidence for the purpose of evaluating Service Provider’s compliance with the terms of this Purchase Order and the accuracy and completeness of any request for equitable adjustment, termination charges, additional compensation or damages submitted by Service Provider.

All materials and documents described above and required for such audit shall be made available at Service Provider's offices, at all reasonable times, for inspection, audit or reproduction, until the later of the expiration of one (1) year from the date of final payment hereunder or the final settlement or disposition of any claim made pursuant to this Purchase Order.  Each party shall bear its own costs incurred in connection with any such inspection or audit. 

4. SUPPLIER'S PERSONNEL.  Company shall have the right upon written notice to require Service Provider to remove any of Service Provider's personnel for any reason.  Service Provider shall promptly replace any person that is removed by Service Provider or Company, or who becomes unable to render Services, with a person of similar experience. 

The Service Provider's relationship to Company in the performance of this Purchase Order is that of an independent contractor.  The personnel performing Services under this Purchase Order shall at all times be under Service Provider's exclusive direction and control and shall be employees of Service Provider and not employees of Company.  Service Provider shall pay all wages, salaries and other amounts due its employees in connection with this Purchase Order and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, and all related labor matters. 

Company shall have the right of prior approval for any replacement of Service Provider personnel assigned to perform Work under this Purchase Order. must indicate the approximate number of employees that will perform the services.

5. DEFAULT.  If Service Provider: (i) fails to commence the Services, (ii) fails to execute the Services in accordance with this Purchase Order, (iii) breaches any other condition or (iv) fails to perform any other obligation of this Purchase Order, then in any such event Company may terminate this Purchase Order for default, provided, however, Company shall first have given Service Provider written notice specifying the event of default and Service Provider shall have failed to remedy such default within thirty (30) days or within the period specified for the Services stated on this Purchase Order, whichever is less, after receipt of such notice by Service Provider.  

If Service Provider breaches or fails to perform any of its obligations under this Purchase Order, Company may, after giving thirty days’ notice to Service Provider, remedy such default, utilizing such persons or firms and such equipment and materials as may be necessary for that purpose, and Service Provider shall be responsible for the cost thereof.  Company may recover from Service Provider the amount of any loss or damage, liquidated or unliquidated, suffered or incurred as a result of such default, including but not limited to reasonable attorneys' fees, penalties, and increased costs.  Company may deduct and withhold from payments otherwise due Service Provider any amounts required or reasonably anticipated to be required to remedy such default or any other amounts owed to Company by Service Provider.

The foregoing remedies for default by Service Provider shall be considered distinct, separate and cumulative, and shall be in addition to and not in lieu of any other rights and remedies elsewhere in the Purchase Order or available to Company at law or in equity. 

If this Purchase Order is terminated for default and a court later determines that good cause did not exist to terminate this Purchase Order for default, such cancellation shall be deemed a termination pursuant to Article A.15, and Company's liability shall be limited to the amount payable as termination costs hereunder.

6. TOTAL SATISFACTION.  Services shall be performed by Service Provider to the total satisfaction of Company.