Purchase Order Terms and Conditions
You, the supplier/vendor (“Seller”), hereby agrees to provide the Products (as defined below) and/or Services (as defined below) purchased by Resorts World Las Vegas LLC (“Buyer”) pursuant to a valid and mutually agreed upon purchase order (“Purchase Order”). Such Purchase Order shall be subject to the following terms and conditions (“Terms and Conditions”), unless otherwise noted on the face of the Purchase Order. The terms of the Purchase Order are incorporated herein by reference. In the event of a conflict between the Purchase Order and these Terms and Conditions, these Terms and Conditions shall control.
- 1. ACCEPTANCE. The Purchase Order shall be deemed accepted by Seller when (a) Seller sends Buyer notice of its acceptance in writing; (b) when Seller begins commencement of work on the goods, merchandise or materials (collectively, "Products") and/or ancillary services related to such Products ("Services") purchased hereunder, or (c) shipment of the Products covered, whichever occurs first. UNLESS THERE IS ALSO A FORMAL WRITTEN AGREEMENT RELATED TO THE PURCHASE ORDER AND SIGNED BY BOTH PARTIES, SELLER'S ACCEPTANCE IS LIMITED TO ACCEPTANCE OF THESE TERMS AND CONDITIONS AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER OR ANY ATTEMPT BY SELLER TO VARY THE TERMS HEREOF.
- 2. PACKAGING. All packaging shall be in conformance with good commercial practice. All containers shall have attached identification, including the Purchase Order number and material descriptions. No charge shall be made for cartons, wrapping, packing, boxing, crating, delivery drayage or other costs, unless such charge is expressly approved by Buyer.
- 3. PRODUCT SHIPMENTS AND DELIVERIES. The Products shall be shipped by Seller in accordance with the shipment terms specified on the Purchase Order. The original bill of lading (referencing the Purchase Order number) and a packing list shall be delivered by Seller to Buyer at the "ship to" address on the Purchase Order as far in advance of the arrival of the Products as possible. Buyer is relying on manufacture, shipment, delivery, installation, and acceptance of the Products based on the schedule on the Purchase Order. Time is of the essence of the Purchase Order, and Seller must immediately notify Buyer of an anticipated failure to meet a shipment or delivery schedule. Seller shall not manufacture, ship or deliver Products in advance of any scheduled date without Buyer's written consent. Buyer, at Buyer's option, may refuse or return, at Seller's expense, all or any part of (i) shipments which do not conform to the shipping or delivery dates specified by Buyer (whether early or late); (ii) shipments in excess of the quantities ordered or in lesser quantities than ordered; (iii) shipments which contain defective Products or which fail to conform to the purchase order; or (iv) Products which are not as represented or warranted. Any storage or warehouse charges or other costs incurred by Buyer due to Seller's failure to comply with the terms specified in the Purchase Order will be at Seller's expense. Unless otherwise provided in the Purchase Order, goods shall be shipped "F.O.B. Destination, Freight Pre-Paid and Allowed" and all risk of loss of the Products purchased hereunder shall be borne by Seller until such Products have been received and accepted by Buyer at Buyer's receiving dock. Buyer may, at Buyer's option and at Seller's expense, refuse to accept or return any Products delivered or performed after the date(s) specified in the Purchase Order. Buyer shall not be liable for the purchase of Products or payment for Services refused, returned or rejected, as applicable, based upon the late delivery or performance. If Buyer's premises or the job site for which any Products is intended is not ready for deliveries, Seller, upon notice from Buyer, shall hold the Products for a reasonable period and at no additional cost, and Seller shall not be liable for any such delays in delivery.
- 4. INSPECTION & REJECTION. All Products and/or Services specified in this Purchase Order are subject to Buyer's inspection within a reasonable time after final delivery or completion. If, after inspection, any Products and/or Services, in Purchaser's sole and reasonable judgment, (a) are found to be unsatisfactory, defective or in unsatisfactory quality, workmanship or condition, or (b) fail to meet the specifications or any other requirements of the Purchase Order, Buyer may reject the Products and/or Services and, specific to Products, return such rejected Products at Seller's expense. Payment for Products and/or Services prior to inspection shall not be construed as an acceptance of unsatisfactory or defective Products and/or Services. Upon the refusal or return of unsatisfactory or defective Products and/or Services, Seller shall reimburse Buyer for any amounts paid by Buyer on account of such Products and/or Services to include the cost to return any such Products to Seller.
- 5. INVOICES / INSTRUCTIONS. Seller shall invoice Buyer for the Products at the time of final Products shipment and/or Services are performed (as applicable), unless otherwise provided in the Purchase Order. Invoices shall show the Purchase Order number for each separate Purchase Order and the code number for each item purchased. Buyer may return for revision any invoice that is not in proper form, and the discount period and payment term will be extended until the revised invoice is received. Seller shall comply with Buyer's billing and routing instructions contained herein or otherwise communicated to Seller by Buyer, or pay any extra expense incurred by Buyer because of Seller's failure to do so. Buyer shall make payment to Seller of all amounts not subject to good faith dispute in accordance with the terms stated in the Purchase Order, including all charges for freight and insurance, if applicable. The price shall not be changed without Buyer's prior written approval. Seller represents that the price charged for the Products and/or Services covered by the Purchase Order is the lowest price charged by Seller to buyers of a class similar to Buyer under conditions similar to those specified in the Purchase Order. Seller shall pay any sales, use, excise, income, property, unemployment, social security, or other governmental tax, surcharge, or tariff now or hereafter made or levied by any local, state, or federal government on the Products and/or Services, including installation, covered by the Purchase Order or the consignment or sale contemplated by it, and the price of the Products and/or Services stated in the Purchase Order shall not be increased by such taxes.
- 6. COMPLIANCE WITH LAW. Seller warrants that (a) it has obtained all licenses, permits and similar approvals required to manufacture, sell, deliver and, if applicable, install the Products and/or perform the Services required hereunder; and (b) the purchase of Products by Buyer hereunder, and the Services performed by Seller hereunder, shall be in compliance with applicable local, state and federal laws, rules, regulations, ordinances and directives.
- 7. FORCE MAJEURE. Neither party shall be liable for failure or delay in performance due to fire, flood, earthquake, unusually severe weather, strikes, labor disputes, war, act of vandalism, destruction, public disobedience, pandemic and/or public health crisis, mass shooting, act of terrorism, the action of civil or military authorities, or other events beyond the reasonable control and without fault or negligence of the affected party (each, a "Force Majeure Event"). A party's performance of its obligations affected by Force Majeure Events will be suspended for the duration of such Force Majeure Event. If any Force Majeure Event prevents a party's performance for a period of thirty (30) days or more, either party may terminate this Purchase Order without any further liability, except for any outstanding payments for obligations fulfilled by party that are outstanding prior to the date of termination.
- 8. NO CONFLICTS OF INTEREST. Seller represents that to its knowledge there is no direct or indirect relationship between Seller and any employee of Resorts World Las Vegas LLC. Should there be such a relationship, the Seller must provide Buyer with a disclosure statement. Buyer will review such disclosure statement, and determine in its reasonable judgment, whether the conflict is material. In the event such conflict of interest is deemed to be material, Buyer may, upon giving fifteen (15) days' prior written notice to Seller (without prejudice to any other remedy Buyer may have), and provided such default has not been cured by Seller, cancel the Purchase Order immediately. Buyer shall pay for Products and/or Services provided hereunder up to the effective date of such cancellation.
- 9. GENERAL WARRANTIES. To the extent applicable to such Products, Seller warrants that all Products furnished hereunder, whether supplied by Seller or by someone else, will (a) be new and of first quality; (b) be free from defects in materials and workmanship; (c) conform to applicable data; (d) be free from design and specification defects whether or not manufactured to Seller's specifications; (e) be fit for the purpose for which intended; (f) be of merchantable quality and fit and safe for consumer use; and (g) be free and clear of all liens and encumbrances at the time of shipment. All warranties hereunder shall run to Buyer, its successors, assigns, customers and the ultimate users or consumers of such Products. The express warranties contained herein shall not be deemed to limit, diminish, reduce, or waive any duties, warranties, or guaranties given separately by Seller or in law (expressed or implied). All warranties contained in the Purchase Order shall be construed as consistent and cumulative with one another and with all warranties in law or given separately by Seller. In the event of a breach of any warranty in the Purchase Order, Buyer shall have all rights and remedies available at law or in equity.
- 10. CHANGES. Buyer may at any time, by prior written notice to Seller, request changes in the Purchase Order, including without limitation, changes in the specification of the Products, quantities, method of shipping or packing, place of inspection, acceptance, point of delivery schedule, or other terms of the Purchase Order. If any such change increases or decreases the cost of Products or the time required for Seller to perform such Purchase Order, Seller shall notify Buyer within five (5) days after receipt by Seller of the request for change and, if such change is acceptable to Buyer, then Buyer and Seller shall execute a change order or written amendment approving the same. No such change shall be effective without a mutually agreed upon change order or written amendment.
- 11. CONFIDENTIAL INFORMATION.
- In connection with the Purchase Order, each party acknowledges that it may have access to Confidential Information of the other party. The receiving party shall only use Confidential Information in furtherance of its performance under this Agreement. The receiving party shall retain all Confidential Information in strictest confidence and shall neither use it nor disclose it to anyone without the express written consent of the disclosing party except where required to disclose such Confidential Information pursuant to an order or request of a governmental agency or court of competent jurisdiction, provided that the receiving party has given the disclosing party reasonable notice of the pendency of such order or request and the opportunity to contest it. The receiving party shall not release any information relating to this Agreement or its subject matter for publication, advertising or any other purpose without the prior written consent of the disclosing party. The parties acknowledge that disclosure of any Confidential Information by the receiving party may give rise to irreparable injury to the disclosing party or the owner of such information and, as a matter of law, such injury is inadequately compensable in damages. Accordingly, the disclosing party or such other party may seek injunctive relief without bond against the breach or threatened breach of confidentiality, in addition to any other legal and equitable remedies which may be available.
- As used herein, "Confidential Information" means all information or material of a party or its affiliate(s), whether revealed orally, visually, or in tangible or electronic form, that is competitively sensitive material not generally known to the public that relates to the business of a party or party affiliate(s), or any of their respective interest holders, unless such information (i) was already rightfully known to the receiving party at the time of disclosure by the disclosing party; (ii) is in or has entered the public domain through no breach of this Agreement or other wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party not under obligation of confidentiality to the disclosing party and without breach of this Agreement; or (iv) is independently developed by the receiving party without reference or reliance on any Confidential Information of the disclosing party.
- 13. INDEMNIFICATION; INSURANCE.
- Each party shall defend at its expense, indemnify, and hold harmless, the other party, its parents, subsidiaries, affiliated entities, and each of their respective officers, directors, executives, employees, agents, insurers, managers, partners, principals, licensees, and representatives, from and against all claims, including, fines, penalties, interest, damages, expenses, awards, costs, demands, liability, attorneys' fees, court costs, costs of appeal, and expert witness fees (collectively, "Claims") that result from or are in any way related to: (i) the indemnifying party's breach of the Purchase Order or willful misconduct; (ii) death or injury arising out of the indemnifying party's negligent acts or omissions; (iii) damage to tangible personal property arising out of the indemnifying party's negligent acts or omissions; or (iv) alleged infringement of patent, copyright, trademark, trade secret or other intellectual property rights arising out of the use or possession of the Products furnished and/or Services performed by Seller.
- Each party's indemnification obligations under this section are conditioned upon the indemnified party: (i) promptly notifying the indemnifying party of any Claim in writing, no later than thirty (30) days after actual knowledge of the Claim; and (ii) cooperating with the indemnifying party in the defense of the Claim. The failure to give prompt written notice shall not, however, relieve the indemnifying party of its indemnification obligations, except and only to the extent that the indemnifying party forfeits rights or defenses by reason of such failure. Such notice by the indemnified party shall describe the Claim in reasonable detail, shall include copies of all material written evidence thereof, and shall indicate the estimated amount, if reasonably practicable, of the loss that has been or may be sustained by the indemnified party. The indemnifying party shall not consent to judgment or concede or settle or compromise any Claim without the prior written approval of the indemnified party, which approval shall not be unreasonably withheld.
- At all times while Seller is furnishing Products and/or providing Services under the Purchase Order, Seller shall, at Seller's expense, maintain in a company or companies with a current A.M. Best Company Rating of at least A-VII (i) Workers' Compensation (WC) Insurance as required by law in the State(s) in which Services under the Purchase Order are to be performed; (ii) Employer's Liability (EL) Insurance with limits of at least One Million Dollars ($1,000,000.00) each accident/illness covering all of Seller's personnel performing Services in connection with the Purchase Order; and (iii) Commercial General Liability (CGL) Insurance in the minimum amount of Three Million Dollars ($3,000,000.00) on an occurrence form and Commercial Auto Liability (AL) Insurance in the minimum amounts of One Million Dollars ($1,000,000.00) combined single limits per occurrence or accident, as applicable, for property damage (including that of Buyer) and bodily injury (including death). The CGL, AL and EL Insurance policies shall (i) name Buyer, its parent company, subsidiaries and affiliates as additional insured, including contractual liability coverage for the indemnity provisions contained herein (with respect to CGL Insurance policy), (ii) contain a broad form property damage endorsement, (iii) be primary without regard to any insurance carried by Buyer, and (iv) provide Buyer with at least thirty (30) days prior notice of reduction or cancellation. The WC Insurance shall include a Waiver of Subrogation in favor of Buyer, its parent company, subsidiaries and affiliates. The failure of Seller to procure and/or maintain the required insurance shall NOT relieve Seller from any liability under the Purchase Order, nor shall the insurance requirements be construed to conflict with, or otherwise limit, the indemnity obligations of Seller contained under subsection (a) above. Not later than seven (7) calendar days prior to Seller performing Services under the Purchase Order, Seller shall deliver Certificate(s) of Insurance ("COIs") in electronic format via email, and evidencing the coverages and endorsements listed in the Purchase Order, to riskinsurance@rwlasvegas.com. The consent of Buyer to the insurance and limits insured as shown herein, shall not be considered as a limitation of Seller's liability under the Purchase Order or an agreement by Buyer to assume liability in excess of said amounts or for risks not insured against. Seller will require that any contractor, subcontractor and/or vendor used by Seller in connection with providing Services under the Purchase Order will meet the above insurance and additional insured requirements and will obtain the appropriate COIs, which may be reviewed by Buyer at its request.
- 12. LIMITATION OF LIABILITY
- Except as set forth in subsection (b) below, in no event shall either party be liable for any indirect, special, incidental, consequential, or punitive damages under the Purchase Order or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, even if such party has been advised of the likelihood of the occurrence of such damages or such damages are foreseeable, and a party's aggregate liability hereunder shall not exceed the total value of the Purchase Order.
- The parties agree that the limitations of liability set forth in subsection (a) above shall not apply to a party's (i) willful misconduct, (ii) gross negligence, (iii) breach of its confidentiality obligations herein, or (iv) indemnification obligations set forth herein.
- 14. BUYER DATA; EQUIPMENT.
- Buyer shall retain title to all data and Confidential Information supplied to Seller under the Purchase Order. Unless requested earlier, Seller shall promptly return all such data and Confidential Information to Buyer upon completion of the Purchase Order. Each party will comply with all applicable U.S. and international privacy and data protection laws and regulations, and will use best efforts to protect personally identifiable information from identity theft, fraud and unauthorized use
- Any equipment or tools purchased or manufactured specifically for the production, manufacture, or assembly of Buyer's Products shall be delivered to Buyer at the earlier of completion of work or cancellation of the Purchase Order, and no additional purchase price shall be charged to Buyer for such equipment or tools.
- 15. WORK ON BUYER'S PREMISES.
- In the event the Purchase Order requires installation or work by Seller on Buyer's premises, (a) all work, whether on- or off-site, shall be done in strict accordance with union regulations, as applicable; (b) insurance satisfactory to the Buyer shall be obtained and certificates evidencing such insurance shall be furnished before work is started; and (c) prior to payment of the purchase price, Seller shall furnish lien waivers, releases, affidavits, and other documents to keep Buyer's premises lien free. Seller may enter Buyer's property only during hours designated by Buyer. Seller shall ensure that its employees and representatives (i) do not obstruct or interfere with the freedom or pleasure of guests or employees of Buyer; (ii) comply with all applicable laws while present on Buyer's property, including applicable workplace safety and health standards and regulations; (iii) comply with any verbal and/or other instructions communicated to Seller while onsite; and (iv) Seller's employees shall be at least twenty-one (21) years of age if working in areas of Buyer's property where underage individuals are prohibited by law (e.g., casino, bars, etc.). Buyer may exclude any employee or other representative of Seller from the property of Buyer for any reason at any time, in its sole discretion.
- Buyer reserves the right to procure and administer an Owner Controlled Insurance Program ("OCIP") to govern all vendor and contractor activities on Buyer's premises during construction of Buyer's planned hotel-casino, starting from the commencement date of such construction through its completion ("Construction Phase"). At all times during the Construction Phase, if required by Buyer, Seller shall participate in and require all of its subcontractors to participate in the OCIP, but only to the extent Seller and its subcontractors will perform work and/or provide Services on Buyer's premises during the Construction Phase.
- 16. SOFTWARE LICENSE. If any software is necessary to operate the Products, Seller hereby grants to Buyer a perpetual, royalty-free, irrevocable and transferable license to use such software and any accompanying manuals or documentation. Seller shall provide Buyer with any updates, changes or modifications to such software and user manuals at no additional charge. Seller warrants that Seller has the right, title and authority to license or sublicense any such software, and that such software does not infringe on any third party's copyright, patent, trade secret or other intellectual property rights.
- 17. SAFETY DATA SHEETS. To the extent applicable, Seller shall provide Buyer with a current safety data sheet for each Product, as may be required by applicable law.
- 18. INTELLECTUAL PROPERTY.
- Seller has no right to, or interest in, the name "Resorts World" or any registered or unregistered service mark or trademark of Buyer or its affiliates, and Seller shall not, in any manner, use such names or marks in the promotion of Seller's business, without Buyer's prior written consent.
- Each party shall retain sole and exclusive right, title and interest in intellectual property owned by that party as of the effective date or which is hereafter developed by that party independent of the Purchase Order.
- All of the results and proceeds of Seller's Products and/or Services hereunder ("Deliverables") shall be considered as "works made for hire" under the United States Copyright Act of 1976 and the applicable copyright laws of any foreign jurisdiction, which Deliverables shall be the sole and exclusive property of Buyer, and to the extent any Deliverables or intellectual property right therein does not qualify as, or otherwise fails to be, "work made for hire," Seller shall, and hereby does (i) irrevocably assign, transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Deliverables and all intellectual property rights therein, on a worldwide basis to Buyer; and (ii) waive any "moral rights" therein to the fullest extent permitted under applicable law. Seller shall execute any further documents and take any further actions requested by Buyer to assist Buyer in validating, effectuating, maintaining, protecting, enforcing, perfecting, recording, patenting or registering any of its right, title and interest, including intellectual property rights, in or to the Deliverables. To the extent that any Deliverables provided to Buyer under the Purchase Order incorporate or utilize any intellectual property owned, acquired or licensed by Seller, and such intellectual property rights therein are not transferred to or owned by Buyer pursuant to this Agreement, Seller hereby grants to Buyer a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, execute, reproduce, publicly perform and display, modify, improve, create derivative works of, distribute, transmit, import, make, have made, sell and offer to sell and otherwise exploit such intellectual property, including all such modifications, improvements and derivative works thereof, to the extent such intellectual property is incorporated in, combined with or otherwise necessary or useful to use or exploit any such Deliverables, or any modifications, derivative works or improvements thereof.
- 19. MATERIAL BREACH; CANCELLATION.
- In addition to all other rights and remedies provided for hereunder or under law, Buyer may cancel all or any part of the Purchase Order: (i) if Seller materially breaches any of the terms, warranties or provisions hereof; (ii) upon the occurrence of any event entitling Buyer to reject the Products; and/or (iii) if any insolvency proceeding is instituted by or against Seller.
- Buyer, in Buyer's sole discretion, may cancel the Purchase Order at any time as to non-conforming Products and/or Products not delivered pursuant to the terms of the Purchase Order.
- Buyer shall not be deemed to have cancelled the Purchase Order unless it notifies Seller of its intent to do so in writing. Upon receipt of such notice, Seller will immediately stop its work and/or Services and notify any other parties performing any part of the work and/or Services, and will protect any property, data or Confidential Information in Seller's possession in which Buyer has or may acquire an interest.
- In the event of cancellation by Buyer pursuant to this Section, Buyer shall pay for Products and/or Services provided hereunder up to the effective date of such cancellation.
- 20. GENERAL.
- Any overtime or other additional extraordinary costs incurred by Seller to perform its obligations under or otherwise comply with the Purchase Order shall be borne by Seller.
- Seller shall provide adequate assurance of due performance of Seller's obligations hereunder within three (3) business days of Buyer's written demand for such assurance, and failure to provide such assurance shall be deemed a material breach hereunder.
- All representations and warranties shall survive the cancellation of the Purchase Order and/or the delivery and acceptance of the Products and the payment of the purchase price.
- All waivers of performance of or adherence to the terms and conditions of the Purchase Order must be in writing and signed by the party waiving the same. The failure of a party to require the performance of any obligation herein, or the waiver by a party of any breach hereof, shall not constitute a waiver of future performance or any subsequent breach.
- In the event of a dispute between the parties arising out of the Purchase Order, the prevailing party shall be entitled to recover its reasonable attorneys' fees and court costs.
- The Purchase Order constitutes the entire agreement between the parties and supersedes all prior contracts, representations, negotiations and terms pertaining to the Products, whether written or oral.
- The Purchase Order shall be governed by and construed according to the laws of the State of Nevada without giving effect to choice of law principles. The federal and state courts of Clark County, Nevada, shall have exclusive jurisdiction over matters relating to the Purchase Order.
- At no time shall either party represent itself as an agent, employee, lessee, sub-lessee, partner or joint venture partner of the other party, and no employer-employee relationship shall exist between either party and any employee or agent of the other party. Neither party hereto shall have the express or implied right or authority to assume or create any obligation on behalf or in the name of the other party or to bind the other party in regard to any contract, agreement or undertaking with any third party.
- Any and all notices or demands provided for, permitted or required to be given in connection with the Purchase Order shall be in writing and sent to the parties' respective addresses and contacts first set forth in the Purchase Order. A copy of any notice shall also be sent to: Resorts World Las Vegas LLC, Attention: General Counsel, 3000 Las Vegas Boulevard South, Las Vegas, Nevada 89109, but such copy shall not constitute notice hereunder.
- The Purchase Order may not be modified, supplemented or changed except pursuant to a change order or written amendment, and signed by a duly authorized representative of each party.
- Seller may not assign or encumber its interest in the Purchase without the prior written consent of Buyer.
- In the event that any of Seller's obligations are subcontracted, Seller shall retain the entire responsibility for the obligations subcontracted. Seller understands, acknowledges and agrees that its use of subcontractors shall not in any way alter its obligations, representations and warranties made herein. Seller shall be fully responsible for all acts and omissions of its subcontractors.
- Seller acknowledges that (i) Buyer and its affiliates are subject to the requirements of and exist only because of privileged licenses issued by governmental authorities; (ii) strict gaming laws and regulations prohibit Buyer and its affiliates from maintaining any business relationships or other associations with persons or entities that are unsuitable (as defined and determined by relevant governmental and regulatory authorities); and (iii) Buyer's Ethics and Compliance Program (the "Compliance Program") requires Buyer to conduct suitability reviews of certain potential vendors and/or business partners and/or such party's owners and key principals (each, a "Suitability Review"). If Buyer determines in its sole and reasonable discretion, acting in good faith, that a Suitability Review of Seller under the Compliance Program is required, Seller shall cooperate with Buyer and promptly provide any information requested by Buyer for that purpose. All information provided to Buyer pursuant to this Section shall be subject to Buyer's confidentiality obligations set forth in these Terms and Conditions. Buyer may immediately cancel the Purchase Order upon written notice to Seller if (a) Buyer is directed by any gaming regulatory agency to terminate the Purchase Order and/or to cease all business or other associations with Seller; (b) Buyer determines in its sole and reasonable discretion, acting in good faith, that (1) its association with Seller could violate any laws or regulations regarding prohibited relationships between gaming companies and third parties, or (2) it would be in Buyer's best interest to terminate its relationship with Seller to protect any of the Buyer's or its affiliates' contemplated or pending licensing applications or privileged gaming licenses; or (c) Seller fails to cooperate and/or provide any information requested by Buyer pursuant to a Suitability Review. Notwithstanding anything to the contrary herein, in the event Buyer cancels the Purchase Order pursuant to this Section, Buyer shall have no further liability to Seller except for payment of amounts due for any Services provided or work performed by Seller prior to the effective date of such cancellation, unless Buyer is prohibited from making such payments by any gaming or other regulatory agency.
- Without expressed prior and written consent of Buyer, Seller acknowledges that it shall not advertise, publish or otherwise disclose in any press release or other form of distribution (i) its association with Buyer, or (ii) any aspects of this Purchase Order.
