- Confidentiality: Except as otherwise required by law, Vendor agrees to keep all information relating to this Agreement confidential both during and after the Term of this Agreement. Regardless of whether specifically identified as confidential or proprietary, confidential information shall include any information concerning the business, technology, and information of Alliance and its affiliates and any third party with which Alliance deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas and designs, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. Notwithstanding the foregoing, Vendor may share such information with Vendor’s Representatives (as defined below), provided that the Representatives acknowledge and agree to be bound by this Agreement’s confidentiality provision. Vendor shall be responsible for any breach of confidentiality by its Representatives. As used in this Agreement, the term “Representative” means, as to any person, such person’s affiliates and its and their directors, officers, members, employees, agents, advisors (including, without limitation, financial advisors, counsel and accountants) and controlling persons.
- Representations and Warranties of Vendor: Vendor represents and warrants that the merchandise being sold, gifted, or otherwise provided to Alliance does not, and shall not, (i) infringe upon or violate any third party’s statutory or common law copyright, patent, trademark, trade secret or other proprietary rights; (ii) constitute, under United States federal, state, and local laws, an infringement of any right of any third party; (iii) violate any law, statute, ordinance or regulation (including the Truth in Fur Labeling Act); or (iv) cause bodily injury or property damage through ordinary usage.
- Indemnification: Vendor shall defend, indemnify, and hold harmless Alliance and its affiliates (and their respective employees, directors, agents, and representatives) from and against any and all Claims, liabilities, costs, losses, damages, judgments, penalties, interest, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any actual or alleged breach of the terms of this Agreement set forth herein or the Representations and Warranties of the Vendor. Vendor shall keep Alliance reasonably informed regarding its defense and shall not enter into any compromise or settlement of any Claim without Alliance’s prior written approval (which shall not be unreasonably withheld). For the purposes of this Agreement, "Claim(s)" shall mean any claim, action, allegation, audit, investigation, inquiry, or other proceeding made or instituted by a third party.
- Arbitration: Any controversy or claim arising out of or relating to this contract, or the breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The Arbitration shall take place in Los Angeles, California before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. Each party shall bear its own costs, fees, and expenses of arbitration. The arbitration proceedings and arbitration award shall be maintained by the parties as strictly confidential, except as is otherwise required by court order or as is necessary to confirm, vacate, or enforce the award and for disclosure in confidence to the parties’ respective attorneys, tax advisors, and senior management.
- Modifications: This Agreement may not be changed, modified, waived, or amended except by express written agreement of the Parties executed by their authorized representatives.
- Severability: If any clause, sentence, provision, or other portion of this Vendor Manual is or becomes illegal, null, void or unenforceable for any reason, it shall automatically be deemed modified to the extent necessary to be legal, effective, and enforceable and the remaining portions of the Vendor Manual shall remain in force and effect.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes (a) all previous oral or written agreements among the parties or their affiliates with respect to the subject matter hereof; and (b) inconsistent Vendor terms or conditions governing the purchase of merchandise by Alliance.
- Waiver: No waiver by either party or any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default
- Gift Policy: At this time, we would like to remind the companies with which we do business about AKIRA’s gift and gratis acceptance policy. To avoid a real or perceived conflict of interest, AKIRA requests no gifts of cash or material from the companies with which we do business. Gratis is acceptable when the purpose is to provide product knowledge for Buyers and sales associates. Please note that when providing gratis to AKIRA employees for product knowledge, the expectation is that you are fully complying with IRS rules and reporting requirements. Our view of the federal regulations is that you are responsible for complying with IRS reporting requirements whenever you are providing gratis to specific employees rather than to our company generally. Additionally, all employee sensitive information should be kept confidential and stored securely. We value the friendly and cooperative relationship between AKIRA employees and the companies with which we do business and hope we can rely on you in honoring our gift acceptance policy, while maintaining our positive working relationship.