Strada appoints Colin Brennan as new Chief Executive Officer

Strada General Terms and Conditions for Purchases_ June 2024

These general terms and conditions for purchases (the “GTC’s”),together with the provisions specified in the Order (as defined below, constitutes the entire agreement between the Strada entity named in the Order (“Company”) and the supplier entity named in the Order (the “Supplier” and together with Company, the “Parties”) for the purchase by Company from Supplier of (i) services, including professional/consulting services (“Services”), (ii) physical items as well as software, data, scripts or code (“Goods”), and (iii) reports, records, or other tangible outcomes of the Services to be provided by Supplier to Company while performing Services (“Deliverables”) and replaces all previous discussions, negotiations, understandings and representations between the Parties, whether oral or written.

Section 1. Structure

1.1. “Orders” hereunder means (i) statements of works, work orders or order forms mutually executed by the Parties (“SOWs”); or, if no SOW has been mutually executed, then (ii) purchase orders/work orders which are issued by Company if (1) such purchase order/work order references a fee schedule/rate, card/price list for Goods or Services which has been mutually executed by the Parties (“Rate Card”) and/or (2) Supplier accepts such purchase order/work order. Supplier will be deemed to have accepted the purchase order/work order by (i) using workflow e-approvals (if available, e.g. name/time stamp within Company’s ordering system) or (ii) commencing to provide any of the Goods or Services contained in the purchase order/work order or invoicing Company for any such Order. If provisions of the Order explicitly override the provisions of this GTC, the provisions of the Order shall prevail and govern. These GTC’s and the Order may hereinafter be referred to as the “Agreement.” These GTC’s are the only terms and conditions applicable to the Order unless a separate agreement has been duly executed between Parties. No terms or conditions in any Supplier quote, order acknowledgement or invoice will apply unless accepted in writing by an authorized representative of Company. Acknowledgement of the Order is not essential, and acceptance of the Order means acceptance of all its terms, including the GTC’s. The Order may not be modified unless agreed to in writing by an authorized
representative of both Parties.

1.2.     Supplemental Terms.  Supplier acknowledges and agrees that: (i) some terms and conditions are incorporated into these GTC’s and/or the Order are included via hyperlinks and are a legally binding part of the Agreement between Supplier and Company (“Supplemental Terms”); (ii) except as otherwise provided herein, the Supplemental Terms may be amended by Company from time to time without further notice to Supplier; (iii) Company has advised Supplier to check from time to time the then current and applicable Supplemental Terms as they may be subject to change according to Section 1.2 (ii); (iv) for those Supplemental Terms in effect as of the effective date of the respective Order, it has been advised to download and retain a copy; and (v) it will inform its personnel and agents of the applicable version of the Supplemental Terms.

1.3.     Provision of Goods.  Goods to be provided under the Order will be of the best available design, quality, material and workmanship; will be without defect or fault; and will conform in all material respects with specifications set out in the Order.  Goods will be delivered to the Ship To location specified in the Order by the Due Date. Unless otherwise stipulated in the Order, deliveries will only be accepted during normal business hours. All shipments of Goods must be accompanied by a bill of lading that references the Order number, the number of items in the shipment and, in the case of a partial delivery, the outstanding balance remaining to be delivered. Without prejudice to any other rights which Company may have, if the Goods are not delivered by the Due Date, Company reserves the right to:(a) cancel the Order in whole or in part; (b) refuse to accept any delivery of the Goods which Supplier attempts to make; (c) recover from Supplier any expenditure reasonably incurred by Company in obtaining the Goods from another supplier; and (d) damages for any additional costs, loss or expenses incurred by Company which are in any way attributable to Supplier’s failure to deliver the Goods on the Due Date.  Where Company agrees in writing to accept delivery of Goods by installment, failure by Supplier to deliver any one installment shall entitle Company, at its option, to treat the entire Order as repudiated. Company shall not be deemed to have accepted any Goods until it has had 30 days to inspect them following delivery. Company shall also have the right to reject the Goods as though they had not been accepted for 30 days after any latent defect in the Goods has become apparent.  Supplier will bear risk of loss to all Goods in transit and will pay any related insurance costs. Company will not pay for shipping/delivery charges unless otherwise specified in the Order.  Without prejudice to any other right or remedy which Company may have, if any Goods are not supplied in accordance with, or Supplier fails to comply with, any of the terms and conditions of the Order, Company will be entitled to one or more of the following remedies at Company’ sole discretion: (a) cancel the Order; (b) reject the Goods (in whole or in part) and return them to Supplier for a full refund, with such return at the risk and cost of Supplier; (c) request Supplier to remedy any defect in the Goods or replace defective Goods at Supplier’s expense; (d) refuse to accept any further deliveries of the Goods without any liability to Supplier; (e) require Supplier to take necessary action at Supplier’s expense to make the Goods comply with the Order; and (f) claim any damages sustained as a consequence of Supplier’s breach of the Order.

Section 2.     Compensation.

2.1.     Fees.  The fees payable in connection with an Order shall be set forth therein.  Company shall pay all fees within 90 days of its receipt of an undisputed invoice.  Company will not be responsible for any fees that are not invoiced within one hundred and eighty (180) days of the delivery of the applicable Services, Goods or Deliverables. Supplier must provide supporting documentation along with the invoice and other information that Company may reasonably request to verify the accuracy of any fees. For Services provided on a time and material basis unless otherwise agreed in the Order, Supplier shall provide a written activity report showing details of all Supplier personnel (time worked, location of work, and activities justifying all fees being charged. For Supplies provided on a fixed fee or other milestone deliverables basis, reports shall be submitted as required in the Order.

2.2.     Taxes.  Company will be responsible for and pay any taxes, duties, or other charges, including sales or use taxes, imposed by any federal state, or local governmental entity invoiced by Supplier arising directly out of the Agreement, including VAT taxes where applicable, but excluding any taxes on the Supplier’s taxable income, gross revenue or employment obligations.

2.3.     Expenses. Travel and other expenses will only be reimbursed to the extent they are reasonable, have been expressly agreed in the Order and comply with Company’s Expense Guidelines located https://Company.com/Companyreimbursementguidelines.

Section 3.     Term and Termination.

3.1.     Term of Order/ Effect of Termination.   Each Order will be for the term listed in such Order. The rights and obligations of the Parties outlined in the Agreement which by their nature should survive termination or expiration of the Order, shall survive such termination or expiration.

3.2.     Termination for Convenience. Company may terminate an Order with notice to Supplier at any time in its sole discretion.

3.3.     Termination for Cause.  Each Party may terminate an Order for cause if the other Party materially breaches the terms of the Agreement and such breach is not cured within 30 days after the non-breaching Party delivered notice of such breach to the breaching Party.

3.4.     Bankruptcy.  Company may terminate the Agreement immediately and cancel any unfulfilled obligations if the Supplier becomes insolvent, unable to pay its debts as they become due, files for or is subject to bankruptcy or receivership or forced asset assignment.

Section 4.      Supplier Diversity.  If Supplier qualifies as a diverse supplier under applicable federal, state, or local law, Supplier will certify such to Company in writing and complete or provide all forms and documentation requested by Company to evidence such.  Supplier is further obligated to maintain all documentation evidencing its certification.  If there is a material change in Supplier’s status, Supplier will provide written notice of such change to Company.

Section 5.     Record Retention and Audit.  Supplier agrees to maintain accurate books, accounts, and records of its activities under the Order and all Orders for the greater of seven (7) years or the period required by law. Supplier agrees to include Company (or its designated auditors who will themselves be under an obligation of confidentiality) will be entitled to audit the Supplier (and make and retain copies of all records they make) during the term of the Order and two years thereafter to verify compliance with the Supplier’s obligations under the Agreement.  Company will provide reasonable prior notice of any audit to Supplier and will endeavor to limit the disruption to the Supplier. The Supplier will provide all reasonable assistance that Company (or its designated auditors) requires conducting such an audit. In the event such audit identifies Supplier’s non-compliance with the Order, the reasonable cost of such audit shall be to Supplier’s account, and Supplier will re-pay to Company any overpayments identified by the audit.   In any circumstance where the Supplier engages a subcontractor to perform any activities under an Order, the Supplier agrees to include an obligation on the subcontractor to comply with Company audit requests that is no less stringent than what the Supplier agrees to in this Section.

Section 6.     Confidentiality.

6.1.     Confidential Information.  For purposes hereof, “Confidential Information” means all information, irrespective of the form thereof, disclosed by or on behalf of either Party (as applicable, the “Disclosing Party”) to the other Party (as applicable, the “Receiving Party”) or its Representatives (as defined below) in connection with the subject matter hereof that is marked confidential or which otherwise would be understood by a reasonable person in the position of the Receiving Party to be confidential in nature, including any such information regarding the Disclosing Party’s services, Company Data, products, systems, software, marketing, pricing, operations, financial results, plans, strategies, trade secrets, know-how, methods, Personal Information (as defined below) and intellectual property and its relationship with employees, prospects, customers, suppliers and other third-parties, as well as the terms of the Agreement; provided, however, that, except for personal information (which shall at all times be treated as confidential), “Confidential Information” shall not include any information that (a) is or becomes generally available to the public other than as a result of a disclosure thereof by the Receiving Party or its Representatives in violation hereof, (b) was or becomes available to the Receiving Party from a source (other than the Disclosing Party or its Representatives) that, to the Receiving Party’s knowledge, was not prohibited from disclosing such information pursuant to a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or (c) is or was independently developed by the Receiving Party or its Representatives without the use of any information that would otherwise be Confidential Information hereunder. “Personal Information” means  any information processed by or on behalf of Supplier for Company or Company’s customers in connection with the Agreement that (a) relates to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, from such information alone or in combination with other information processed by or on behalf of Supplier,  in particular by reference to an identifier such as a name, an identification number, biometric data, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person, or (b) is otherwise protected under the Data Protection Laws.

6.2.     Restrictions.  The Receiving Party shall not release, nor allow the release of, the Disclosing Party’s Confidential Information, and will not use the Disclosing Party’s Confidential Information for any purpose other than to exercise its rights or perform its obligations hereunder.  The Receiving Party shall not, without the prior written consent of the Disclosing Party, disclose any of the Disclosing Party’s Confidential Information to any unrelated third-party other than the Receiving Party’s affiliates and its and their directors, officers, employees, independent contractors, advisors, subcontractors, vendors, agents or other representatives (collectively, “Representatives”) who, in each case, (a) reasonably require access to such Confidential Information to assist the Receiving Party to exercise its rights or perform its obligations under the Agreement and (b) have a contractual, legal, professional or fiduciary obligation of confidentiality to the Receiving Party that is consistent in all material respects with the Receiving Party’s obligations of confidentiality to the Disclosing Party hereunder.  The Receiving Party shall be responsible for any use or disclosure of the Disclosing Party’s Confidential Information by any of its Representatives (in their capacity as such) to the extent such use or disclosure, if by the Receiving Party, would not be permitted hereunder.

6.3.     Required Disclosure.  Notwithstanding the foregoing, if the Receiving Party or any of its Representatives is requested or required to disclose any of the Disclosing Party’s Confidential Information by law or legal process, then (a) the Receiving Party shall (if permitted by law) promptly notify the Disclosing Party and reasonably cooperate with the Disclosing Party (at the Disclosing Party’s expense) in its efforts to obtain an appropriate protective order or other remedy and (b) if such protective order or other remedy is not obtained, the Receiving Party or its Representative (as applicable) may disclose that portion of the Confidential Information which is legally required to be disclosed and shall use commercially reasonable efforts to obtain reasonable assurances that confidential treatment, if available, will be accorded such Confidential Information.

6.4.     Obligations on Termination.  Subject to any other obligations herein with respect to the return or retention of information, following termination of the Agreement, the Receiving Party shall, and shall require its Representatives to, destroy all Confidential Information in the possession, or under the control, of the Receiving Party or its Representatives in connection with the Agreement; provided, however, that the Receiving Party and its Representatives shall be entitled to retain copies of Confidential Information to the extent necessary to comply with applicable law or for litigation or bona fide records retention purposes, in each case, to the extent permitted by law.  Notwithstanding the obligations detailed in this Section, the Supplier and its Representatives will delete all Personal Information in their possession or control at the end of an Agreement’s term.

6.5.     Injunctive Relief.  In addition to any other remedy to which it may be entitled, the Disclosing Party shall be entitled to seek an injunction or other equitable remedy to prevent or enjoin breaches of this Section 6 (Confidentiality) by the Receiving Party or any of its Representatives.

Section 7.     Proprietary Rights.

7.1.     Company Data.  As between the Parties, all right, title and interest, including all intellectual property rights, in and to all information and other materials provided or otherwise made available to Supplier by or on behalf of Company in connection herewith shall be owned by Company (“Company Data”).   For clarity, all “Data” as defined below made available to Supplier by or on behalf of Company will be Company Data.  Company hereby grants Supplier a non-exclusive, royalty-free license to use Company Data solely in connection with Supplier’s provision of goods or services within the scope of an Order.

7.2.     Deliverables.  Company shall be the owner of all Deliverables and the Supplier hereby assigns any rights it, or any of its subcontractors may have in the Deliverables to Company as a “work made for hire.” For clarity, this assignment of rights includes the right of Company to assign the Deliverables to Company’s clients or Company’s affiliates. If any Deliverables do not constitute a work for hire, then, the Supplier assigns, where relevant, to Company, with full title guarantee and free from all third-party rights and shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled.

7.3.     Supplier Intellectual Property.  As between the Parties, all right, title and interest, including all intellectual property rights, in and to all elements of the Services and Deliverables (including all trade names, trade secrets, templates, know-how, methods, software, information and other materials), existing prior to the Effective Date shall be owned by Supplier (“Supplier IP”).  Supplier hereby grants Company, and Company’s client’s, a non-exclusive, worldwide, perpetual, irrevocable, transferrable, royalty-free license to us Supplier IP to the extent necessary to enable Company to make reasonable use of the Services and Deliverables; including the right to create derivative works based on the Deliverables.

Section 8.     Compliance with Law.  Each Party shall comply in all material respects with the laws applicable to its business, operations and employment of its personnel.

Section 9.     Data Protection.

9.1.     Data Privacy.  The Supplier agrees to preserve the confidentiality, integrity and accessibility of any data or other information obtained in their performance under the Agreement (“Data”) with administrative, technical and physical measures that conform to generally recognized industry standards and best practices, in compliance with all laws concerning data protection and security, and which provide, at minimum, the same level of protection to Company’s Data as it does to its own data of similar character.  Maintenance of a secure processing environment includes but is not limited to the timely application of patches, fixes and updates to operating systems and applications as provided by Supplier or open-source support, access controls, log management, rogue device detection, and malicious code protective measures.  Strada’s specific Data security requirements for Supplier are detailed in the Data Protection Addendum at {insert URL}

9.2.     Business Continuity and Disaster Recovery. Supplier will maintain during the term of the Agreement a business continuity and business resumption plan.  For the avoidance of doubt, any Force Majeure Events shall not excuse Supplier’s performance under the Business Continuity Requirements.

Section 10.     Remedies and Liability.

10.1.     Infringement Indemnity. Supplier agrees to indemnify, defend and hold harmless Company, its clients, affiliates, successors and assigns and each of their respective officers, directors, employees, agents and servants (collectively, the “Indemnitees”) from and against any and all claims by third-parties for damages, liabilities, penalties, fines, losses, costs and expenses including reasonable attorneys’ fees (collectively, “Losses”) arising from or relating to any claim or allegation that the goods or services procured under this Supplier Framework Agreement or any Order violate, misappropriate or infringe any Intellectual Property Rights, or misappropriate any trade secret, of any third-party or violate the terms of any third-party software license contained within goods or services procured under this Supplier Framework Agreement or any Order. If any goods or services procured under this Supplier Framework Agreement or any Order, in whole or in part, constitute or may constitute infringement, violation or misappropriation of any third-party’s Intellectual Property Rights, and/or if Company’s use thereof is or may be enjoined, Supplier, in addition to its indemnification obligations hereunder, shall promptly either: (i) secure for Company rights to continue using such infringing goods or services procured under the Order; or (ii) re-perform or replace such goods or services procured under the Order with comparable non-infringing goods or services; or (iii) modify the goods or services procured under the Order so that they become non infringing. In the event Supplier is unable to procure one of the aforementioned remedies, Supplier shall, in addition to its indemnification obligations hereunder, promptly refund to Company all amounts paid to Supplier under the Order for the goods or services procured under the Order that are the subject of such infringement claim.

10.2.     General Indemnification.  Supplier shall indemnify, defend and hold harmless the Indemnitees from and against any and all Losses arising from or relating to the acts or omissions of Supplier, its subcontractors, employees or representatives in their provision of the goods and services under any Order.

10.3.     Notification, Rights and Cooperation.  Company agrees to give Supplier prompt written notice of any claim subject to indemnification; provided that Company’s failure to promptly notify Supplier shall not affect Supplier’s obligations hereunder except to the extent that Company’s delay prejudices Supplier’s ability to defend such claim.  Supplier shall have the right to defend against any such claim with counsel of its own choosing and to settle such claim as Supplier deems appropriate, provided that Supplier shall not enter into any settlement that adversely affects Company’s rights without Company’s prior written consent.  Company agrees to reasonably cooperate with Supplier in the defense and settlement of any such claim, at Supplier’s expense.

Section 11.     Limitation of Liability.  EXCEPT FOR SUPPLIER’S INDEMNITY OBLIGATIONS, BREACHES OF THE CONFIDENTALITY AND/OR DATA PRIVACY OBLIGATIONS VIOLATIONS OF THE COMPLIANCE WITH LAW OBLIGATIONS AND THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER THIS SUPPLIER FRAMEWORK AGREEMENT AND ANY ORDER, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 12.     Representations and Warranties. 

Section 12.1     Mutual warranties.   Each Party represents and warrants to the other that:

  1. It has all requisite corporate power and authority to undertake and perform its duties and obligations under any Orders;
  2. It is duly constituted, validly existing and in good standing under the laws of its jurisdiction of formation;
  3. By executing the Order and all Orders, each Party does not violate any other agreement to which it is a party;
  4. They will comply with all applicable laws and regulations related to the provision of the goods and services under this Order;
  5. There are no actions, suits, proceedings or investigations in which an adverse decision, ruling or finding against it would impair its ability to perform its duties and obligations under this Supplier Framework Agreement and all Orders; and
  6. It will comply with any warranties detailed in an applicable Order.

Section 12.2     Suppliers’ warranties.  Supplier represents and warrants that:

  1. All Supplier personnel who provide Goods, Services and/or Deliverables under an Order (including Supplier employees, agents and contractors) will have the skills and qualifications to perform the Supplier obligations under the Agreement.
  2. If Supplier is providing Goods to Company, Supplier warrants that the Goods/Products will operate in conformity with their then current standard Goods/Product descriptions for a period of 90 days from the date of delivery; and that it has the necessary rights, titles and interest to provide such Goods to Company.
  3.  If Supplier is providing any Services to Company, Supplier warrants that the Services will comply with any specifications or timelines detailed in the Order, will not infringe the intellectual property rights of any third-party, and will conform to any acceptance criteria and acceptance testing detailed in the Order.
  4. If Supplier is providing any Software or SAAS, Supplier warrants that the Software or SAAS will operate in conformity with the then current standard documentation (except for minor defects or errors not material to its core functionality) for a period of 90 days from the date of acceptance, the Software or SAAS does not infringe the intellectual property rights of any third-party, it has all right title and interest to the Software or SAAS provided hereunder, it is free to grant the rights to the Software hereunder, and the Software is not subject to any copyright license terms or other obligation or condition under any other open source license, or under any third-party license terms, that imposes any limitation, restriction or condition on the right or ability of Company, its affiliates and its subcontractors to use, operate, publish, reproduce or distribute the Software.

Section 13.     Insurance. At Supplier’s sole expense, Supplier will maintain insurance coverage in amounts customer to Supplier’s industry, but in any event in an amount sufficient to cover Supplier’s liability to Company with companies that are rated A-VII (A.M. Best’s rating) or better or a comparable rating from another rating agency. Supplier’s insurance shall provide coverage for all employees of Supplier and all independent contractors working under the direction of Supplier.

Section 14.     Miscellaneous.

14.1.    Entire Agreement/ Severability.  The Agreement, together with any Change Order or Order and all exhibits and schedules referenced herein and therein, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. If any provision of these GTC’s or Order, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of these GTC’s or Order and such provision as applied to other persons, places or circumstances shall remain in full force and effect and such invalid, void or unenforceable provision shall be enforced to the fullest extent permitted by law.

14.2.    Amendment; Waiver.  These GTC’s may not be amended or otherwise modified unless such amendment or modification is set forth in writing, identified as an amendment or modification thereof and duly executed by an authorized representative of each of the applicable Parties.  No provision of these GTC’s s Agreement may be waived unless such waiver is set forth in writing, identified as a waiver thereof and signed by an authorized representative of the waiving Party  Except as otherwise provided in the Agreement, no failure or delay by a Party in exercising any right under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.

14.3.     Assignment/Subcontracting.  The Supplier may not assign an Order or subcontract any of its (including to any affiliate) without the prior written consent of Company. Any purported assignment without such consent is void and unenforceable.  Where Company does approve Supplier’s engagement of subcontractors, the Supplier shall remain responsible for the performance of such to the same extent as if such activities under the Agreement were performed by the Supplier.

14.4.     No Third-Party Beneficiaries.  The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.

14.5.     Relationship of the Parties.  The Supplier is an independent contractor of Company, and the Agreement will not establish any agency, partnership, joint venture, fiduciary, franchise or employment relationship between the Parties (or between one Party and the Representatives of the other Party). Supplier by virtue of the Agreement shall have no right, power or authority, express or implied, to bind Company. Except for its express obligations hereunder, the method and manner for performance of the Services shall be under the exclusive control of Supplier.

14.6.     Choice of Law/Jurisdiction.  This Agreement and any dispute or claim arising out of or in connection therewith or the subject matter or formation thereof (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws the nation where Company’s office is located, as set out in the Order, or if Company is based in the United States of America, the laws of the State of New York without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Each Party irrevocably and unconditionally submits, if in the United States of America to the exclusive jurisdiction of the courts located in Cook County, Illinois, and if outside of the United States of America, the courts located in the nation where Company’s office is located.

14.7.     Force Majeure. Notwithstanding anything to the contrary herein, neither Party shall be liable for, nor be deemed to be in breach hereof as a result of, any failure to comply with its obligations hereunder to the extent attributable to any act of God, flood, fire, earthquake, hurricane, act of war or other hostility, act of terrorism, governmental action or inaction, civil unrest, national emergency, epidemic, strike or other labor dispute, act or omission by a third-party or a third-party product or service, power, telecommunication or other service outage or any other cause or circumstance beyond the reasonable control of such Party; provided that nothing in this Section shall limit or otherwise affect Supplier’s obligation to execute its business continuity and disaster recovery program. The affected Party shall give the other Party prompt notice of any such event and use commercially reasonable efforts to end and minimize the effects there of the Parties shall use commercially reasonable efforts to mitigate the effects of any of the foregoing circumstances.

14.8.     Interpretation.  Unless the express context otherwise requires, the words “hereof”, “herein”, “hereunder” and words of similar import refer to the Agreement as a whole and not to any particular provision of the Agreement, references to a specific section, exhibit or schedule in this Supplier Framework Agreement or an Order refer to the sections, exhibits or schedules in this Supplier Framework Agreement or such Order(as applicable) unless otherwise expressly provided and the words “include”, “including” and words of similar import shall be deemed to be followed by the words “without limitation”.  Each Change Order and all exhibits and schedules referenced herein or therein are incorporated in and made a part of the Agreement as if set forth in full herein.  The captions or headings in the Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of the Agreement.  If there is a conflict between a term in these GTC’s and a term in any Order, the term in the Order shall control to the extent of any conflict.

14.9.     Notices.   All notices under an Order shall be in writing and shall be deemed to have been given on the next business day after it is sent, if sent by overnight courier service (provided delivery is confirmed), or when actually received, if sent by other means.   Notices to Supplier, will be sent to the address listed in the Order, or if no address is listed, to the address Supplier has provided.  Notices to Company will be sent to the following address:

ATTN: Strada Legal Depart

Strada U.S. Payroll, LLC

8400 NW 36th St

Miami, FL 33166

14.10.     Publicity.  The Supplier shall not publicize these GTC’s or any Order.  Additionally, The Supplier shall not use in any manner, the name or trademarks of Company or any Company affiliate, without the prior written approval of Company.