Purchase Order Terms and Conditions
Last updated as of January 2026
1. DEFINITIONS
“Customer” means the entity issuing this Purchase Order.
“Supplier” means the individual or entity providing the goods, services, software, SaaS, or other deliverables described in this Purchase Order.
“Deliverable(s)” mean the goods, software, products, services, documentation, or other materials to be provided by Supplier under this Purchase Order.
“Confidential Information” has the meaning set forth in Section 5.
“Personal Data” means data that relates to an identified or identifiable living individual or household and that, alone or in combination with other data, can be used to identify, contact, or precisely locate an individual or household, or other information that constitutes or is otherwise defined as “personally identifiable information”, “personal data”, “personal information”, or similar term(s) by applicable data protection or privacy laws, rules, and regulations.
2. ORDER ACKNOWLEDGMENT AND ACCEPTANCE
This Purchase Order (“PO”) is an offer by Customer to purchase services or license Deliverables from the Supplier as described in the PO. The terms and conditions in this PO govern and take precedence over any conflicting terms in Supplier’s quotes, proposals, or other Supplier-provided documentation, unless both parties expressly agree otherwise in a separate, signed agreement. Acceptance of this PO constitutes acceptance of all terms and conditions herein. Any additional or conflicting terms proposed by Supplier are rejected unless expressly agreed to in a signed, written amendment.
3. SCOPE OF SERVICES/DELIVERABLES
Supplier shall provide each Deliverable in accordance with the specifications, timelines, and requirements set forth in this PO and any accompanying statements of work, schedules, or attachments. Supplier shall perform all services in a professional and workmanlike manner, in accordance with industry best practices and standards.
4. PAYMENT TERMS
The total fees, rates, and/or prices for the Deliverable(s) are set forth in this PO, order form, or in an attached statement of work. Supplier shall issue invoices only upon completion and acceptance of the Deliverables or as otherwise specified in the PO, SOW, or order form. Payment shall be due thirty (30) days from the Customer’s receipt of a correct and undisputed invoice (net 30). If any portion of an invoice is disputed, Customer shall pay the undisputed portion when due and may withhold payment of the disputed portion pending resolution. Expenses. Unless otherwise agreed in writing by Customer, Supplier is responsible for all expenses incurred in connection with the performance of the Deliverable(s).
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. “Confidential Information” means any information or data of a confidential or proprietary nature, including, without limitation, business, technical, financial, customer, or product information, disclosed by Customer to Supplier or on behalf of Customer (whether disclosed orally, in writing, or otherwise) and marked or identified as confidential, or which a reasonable person under the circumstances would understand to be confidential. Confidential Information does not include information that: (a) is generally known or available to the public through no act or omission of Supplier; (b) was lawfully in Supplier’s possession without restriction prior to receipt from Customer; (c) is lawfully disclosed to Supplier by a third party without restriction; (d) is independently developed by Supplier without use of or reference to Customer’s Confidential Information.
5.2 Obligations. Supplier agrees (a) to use Confidential Information solely for the purpose of fulfilling its obligations under this PO; (b) to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without Customer’s prior written consent; (c) to restrict disclosure to only those employees, subcontractors, or advisors who have a need to know such information and who are under binding obligations of confidentiality at least as restrictive as those herein; (d) to use commercially reasonable safeguards (at least as stringent as Supplier uses to protect its own similar confidential information) to protect the Confidential Information.
5.3 Return or Destruction of Confidential Information. Upon termination or completion of this PO, or upon Customer’s request, Supplier shall immediately return or destroy all copies of Customer’s Confidential Information in its possession or control and certify such return or destruction in writing.
6. DATA PRIVACY AND SECURITY
Supplier shall comply with all applicable data protection and privacy laws and regulations when processing Personal Data. Supplier shall implement and maintain appropriate administrative, technical, and physical safeguards to protect Personal Data from unauthorized access, use, disclosure, alteration, or destruction. In the event of any actual or suspected data breach involving Personal Data provided by, or collected on behalf of, Customer, Supplier shall immediately (a) notify Customer in writing, (b) cooperate with Customer’s reasonable requests regarding an investigation and mitigation, and (c) bear any expenses reasonably required to remediate the breach when caused by Supplier’s negligent or willful acts. If Supplier uses subcontractors or subprocessors to fulfill any of its obligations that involve Personal Data, Supplier shall ensure such subcontractors are bound by obligations at least as protective as those herein. No Customer data shall be processed outside the United States without Customer’s express written consent.
7. WARRANTIES
Supplier represents and warrants that (a) it has full right and authority to enter into and fully perform its obligations under this PO; (b) each Deliverable shall conform to the requirements, specifications, and warranties set forth in this PO, SOW, or any attachment; (c) each Deliverable, including any software, are free from material defects, bugs, viruses, and malicious code; (d) performance of any services shall be in a professional and workmanlike manner consistent with generally accepted industry standards. Supplier warrants that the Deliverables and Customer’s use of such Deliverables (including software) will not infringe or misappropriate any third-party intellectual property rights.
8. SAAS, CLOUD, AND HOSTED SERVICES
If the Deliverables include hosted, cloud, or SaaS offerings, Supplier shall maintain the necessary technical infrastructure and security measures to provide continuous, secure access in accordance with any agreed service levels. If a separate service level agreement (SLA) is referenced or attached, Supplier shall comply with the SLA and provide credits or remedies for failures as specified therein. Supplier shall not transfer or store Customer data outside of the United States without Customer’s prior written consent. Customer’s request (where applicable), Supplier shall maintain current backups or escrow arrangements for critical software or data to ensure business continuity.
9. CONSULTING AND PROFESSIONAL SERVICES
Supplier shall perform consulting or professional services in a timely and professional manner, consistent with generally accepted industry standards and the terms stated in any statement of work. Supplier shall ensure that any personnel performing services have the requisite skills, qualifications, and authorizations to perform the tasks assigned. All reports, analyses, or other work product resulting from the consulting services and designed or created solely for Customer shall be the exclusive property of Customer, subject to any pre-existing rights or licensed materials of the Supplier.
10. INTELLECTUAL PROPERTY
Each party will retain ownership of any intellectual property that it owned prior to this PO or that it develops independently of this PO. Except as expressly stated otherwise, any intellectual property created specifically for Customer under this PO is owned by Customer, and Supplier hereby assigns all rights, title, and interest in such IP to Customer. Supplier grants to Customer a non-exclusive, royalty-free, worldwide perpetual license to use any Supplier pre-existing work included in a Deliverable (to the extent necessary for Customer to fully use and exploit the Deliverable).
11. INDEMNIFICATION
Supplier agrees to defend, indemnify, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against all claims, liabilities, damages, costs, and expenses (including attorneys’ fees) arising out of or related to: (a) Supplier’s breach of any representation or warranty under this PO; (b) claims that the Deliverables infringe any patent, copyright, trademark, or other proprietary right of a third party;
(c) Supplier’s negligence, property damage, or intentional misconduct in performing under this PO; (d) any data breach, security incident, or unauthorized disclosure of Customer data caused by Supplier’s acts, omissions, or failure to maintain required safeguards. Indemnification obligations are subject to: (a) prompt written notice of the claim by Customer, (b) Supplier’s control of the defense and settlement of the claim so long as no additional financial burden is placed on the Customer, and (c) Customer’s reasonable cooperation in such defense.
12. LIMITATION OF LIABILITY
Except for Supplier’s indemnification obligations under preceding section, Supplier’s liability to Customer arising out of this PO shall not exceed the amounts paid or payable by Customer under the applicable PO. Except with respect to Supplier’s breach of confidentiality, data privacy obligations, or indemnification obligations, neither party shall be liable for any indirect, consequential, incidental, punitive, or special damages, even if advised of the possibility of such damages.
13. TERM AND TERMINATION
This PO becomes effective upon Supplier’s acceptance of Customer payment and remains in effect until all Deliverables have been accepted and all obligations have been fulfilled, unless earlier terminated according to the terms herein. Customer may terminate this PO, in whole or in part, for convenience, by providing written notice; Supplier shall be entitled to compensation for Deliverables completed and accepted through the termination date. Customer may terminate this PO immediately upon written notice if Supplier fails to cure any material breach within thirty (30) days of receiving written notice of such breach.
14. GOVERNING LAW AND DISPUTE RESOLUTION
This PO shall be governed by and construed in accordance with the laws of Oklahoma, without regard to conflicts of law principles. In the event of a dispute, the parties shall first attempt to resolve it through good faith negotiations. If unresolved, either party may exercise available remedies in the courts of Oklahoma City, Oklahoma.
15. PUBLICITY AND USE OF CUSTOMER’S NAME OR TRADEMARK
Supplier shall not use, display, or refer to Customer’s name(s), trademark(s), service mark(s), logo(s), or other proprietary designations (collectively, “Customer Marks”), whether registered or not, in any manner without Customer’s prior written consent. Supplier shall not issue any press release, public announcement, marketing material, case study, or other communication that makes reference to Customer or the relationship established under this PO without Customer’s prior written approval, which may be withheld in Customer’s sole discretion. If Customer grants permission for any public reference or use of Customer Marks, Customer may at any time request Supplier to remove or discontinue such references, and Supplier shall promptly comply at its own expense. The obligations under this Section 16 shall survive any termination or expiration of this PO or any related agreement between the parties.
16. MISCELLANEOUS
16.1 Assignment. Supplier may not assign or transfer its rights or obligations under this PO without the prior written consent of Customer.
16.2 Independent Contractors. The parties are independent contractors, and nothing in this PO shall be construed to create a partnership, joint venture, or employer-employee relationship.
16.3 Force Majeure. Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control, such as natural disasters, war, or government actions.
16.4 Survival. All provisions of this PO which by their nature should survive termination or expiration shall survive, including but not limited to: Confidentiality obligations (Section 5); Data Privacy and Security commitments (Section 6); Warranties (Section 7), including any warranties that extend beyond the term; Intellectual Property ownership and license rights (Sections 10 and/or any related IP provisions); Indemnification obligations (Section 11); (f) Limitation of Liability (Section 12); Governing Law and Dispute Resolution (Section 14); any payment obligations of either party that accrued prior to termination; and any other provision that, by its terms or nature, is intended to survive.
16.5 Notices. All notices shall be in writing and delivered to each party’s designated address via recognized courier or registered mail.
16.6 Entire Agreement. This PO, along with any attachments, exhibits, or referenced documents, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior discussions and agreements.
16.7 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16.8 No Waiver. Failure to enforce any term or condition shall not constitute a waiver of that term or condition or any other term or condition.