General Terms and Conditions of Purchase of Indirect Goods and Services
Version 2.0
The document below governs all indirect procurement transactions for Rivian and Volkswagen Group Technologies, LLC. By accepting a Purchase Order or commencing performance, Seller agrees to be bound by the version of the GTCs active as of the date of the order.
Last updated: June 26, 2026 (v2) (View archived versions)
These General Terms and Conditions of Purchase of Indirect Goods and Services, including its Appendices and any applicable Attachments (collectively, these “Terms and Conditions”) apply to each Ordering Document between Rivian and Volkswagen Group Technologies, LLC, a Delaware limited liability company (collectively with its Affiliates, “Purchaser”), and the seller or supplier set forth in such Ordering Document (“Supplier”). Purchaser and Supplier are each referred to as a “Party” and together as the “Parties.” All capitalized terms (including in any applicable Attachment) will have the meanings provided in Section 14 (Definitions) below or in the context they are first used, and if not defined in these Terms and Conditions, they will have the meanings set forth in other documents comprising the Contract.
1. Binding Contract.
1.1 Contract. Purchaser and Supplier form a binding contract on the date that (a) the Parties mutually execute an SOW, work order, scope of work, or other similar agreement that incorporates by reference these Terms and Conditions, or (b) in the absence of such executed agreement, Supplier accepts a Purchase Order from Purchaser (as set forth in Section 1.2(b)) that incorporates by reference these Terms and Conditions (each a “Contract”). Each Ordering Document will be governed by the version of these Terms and Conditions and Attachments as they exist at the time of acceptance. Acceptance is expressly limited to the terms of the Contract.
1.2 Purchase Orders.
(a) A Purchase Order does not constitute an acceptance by Purchaser of any offer or proposal by Supplier. If any Supplier quotation or proposal is held to be an offer, that offer is expressly rejected and is replaced in its entirety by the offer in the Purchase Order.
(b) Supplier shall accept any Purchase Order that conforms to these Terms and Conditions. Each Purchase Order will be deemed accepted by Supplier by (i) written acceptance (which may occur electronically); (ii) shipment of Goods or commencement of the Services; or (iii) any other conduct of Supplier that recognizes the existence of a contract. Additionally, each Purchase Order will be deemed accepted five (5) business days after Purchaser delivers the Purchase Order to Supplier and Supplier fails to object to the Purchase Order. No terms or conditions that would modify, supersede, supplement, differ from, or alter these Terms and Conditions will be binding upon Purchaser and such terms and conditions are expressly rejected and replaced by these Terms and Conditions, even if Purchaser accepts, or makes payment for, any Offerings or similar act of Purchaser, unless set forth in a signed SOW.
1.3 Attachments. The following Attachments are incorporated by reference into these Terms and Conditions to the extent applicable to Supplier’s performance or provision of Offerings under the Contract.
(a) The Product Attachment will apply to the extent that Purchaser is buying Goods from Supplier.
(b) The SaaS Attachment will apply to the extent that Supplier is providing any SaaS Services to Purchaser.
(c) The Data Processing Addendum (“DPA”) Attachment will apply to the extent that Supplier has access to or otherwise processes Personal Data (as defined the DPA) of Purchaser.
(d) The AI Attachment will apply to the extent that Supplier uses or incorporates AI to provide Goods or Deliverables or to perform any of the Services, all subject to Section 5.4 (Artificial Intelligence) of these Terms and Conditions.
1.4 Order of Precedence. If there is a conflict or inconsistency between or among any documents comprising the Contract, the documents will prevail in descending order as follows: (a) the terms contained in the body of any executed agreement between the Parties (provided that the applicable document identifies the provision in these Terms and Conditions that the Parties intend to amend or supersede); then (b) these Terms and Conditions (including any applicable Attachments); (c) if an Attachment conflicts with any of the terms in the body of these Terms and Conditions, then the Attachment; followed by (d) a Purchase Order amendment issued by Purchaser (if any); and (e) the Purchase Order.
Provision of Services and Deliverables.
2.1 Authorization of Services. Supplier shall provide Services pursuant to the terms of the Contract. Supplier shall not perform any Services unless and until Purchaser issues an Ordering Document with respect to such Services which incorporates these Terms and Conditions.
2.2 General Obligation to Provide the Services. Supplier shall diligently and completely render all Services and deliver all Deliverables as described and defined in the Contract and any amendment or change orders thereto that have been accepted by both Parties, including all time schedules and delivery dates. Supplier shall promptly notify Purchaser of any factor, occurrence, or event that may affect Supplier’s ability to meet the requirements of the Contract or that is likely to result in delay of delivery of the Deliverables.
2.3 Review and Acceptance.
(a) Purchaser reserves the right to review the Services during the ten (10) business day period (“Inspection Period”) following completion of the Services or delivery of the Deliverables to verify compliance with applicable warranties, including those set forth in Section 3 (Representations and Warranties of Supplier), Specifications, and any acceptance criteria set forth in the applicable Ordering Document. Except as set forth in the applicable SOW, any Services or Deliverable not rejected by Purchaser within the Inspection Period will be deemed accepted.
(b) During the Inspection Period, Purchaser may reject Services and Deliverables that do not meet applicable warranties, Specifications, and any acceptance criteria. In the event of any deficiencies in the Services or non-conformity of the Deliverables to the Specifications, Purchaser has the right to take remedial steps and will be entitled to, at the sole option of Purchaser, (i) Supplier’s re-performance of the deficient portion of the Services and re-delivery of the Deliverables; or (ii) price reduction or refund of the deficient portion of the Services and non-conforming portion of the Deliverables, provided that such steps will be in addition to, and not in exclusion of, any other rights or remedies of Purchaser hereunder.
2.4 Time and Quality. TIME AND QUALITY ARE OF THE ESSENCE AS TO ALL SERVICES. If Supplier is late in its provision of any Services or delivery of Deliverables, or if Supplier cannot meet the quality requirements under the Contract, Supplier will be in default under the Contract. In addition to any other binding obligations on Supplier under the Contract, or Purchaser’s other rights and remedies provided at law or in equity, if Supplier cannot meet the delivery dates or quality requirements specified in the Contract, Supplier shall promptly notify Purchaser and Purchaser may, at its option: (a) cancel the Contract or all or any portion of the Ordering Document, as applicable, without liability to Supplier; and/or (b) perform the Services using additional labor or have an alternative supplier perform the required Services that were to have been performed by Supplier, at Supplier’s expense. In the event of Supplier’s default of this Section 2.4 and the insufficiency of either of the foregoing remedies, Purchaser will be entitled to apply at any time to a judicial authority for appropriate injunctive relief (or other interim or conservatory measures).
2.5 Changes and Suspension. Purchaser reserves the right at any time to change or suspend any and all work in progress under the Ordering Document, including changes in the design (including drawings and Specifications), processing, methods of packaging and shipping, and the date or place of delivery of the Goods or Deliverables covered by the Ordering Document, or to otherwise change the scope of the work covered by the Ordering Document, and Supplier shall promptly take proper steps to carry out such change(s) or suspension. Supplier shall not make any changes to any Ordering Document or the Offerings covered by the Ordering Document without the prior written approval of Purchaser.
2.6 Cancellation. Subject to Purchaser’s obligations in this Section 2.6, Purchaser may at any time cancel all or any part of an Ordering Document. Upon any cancellation, Supplier shall, to the extent and at the times specified by Purchaser, stop all work pertaining to the cancelled portion of the Ordering Document, incur no further costs, and protect all property in which Purchaser has or may acquire an interest. Purchaser will be responsible only for payment of: (a) the portion of the Services performed or Goods and/or Deliverables delivered before notice of the cancellation that meet all of the Specifications and requirements of the Contract; and (b) non-cancellable obligations for raw materials and components (if any) that were purchased by Supplier in order to meet the requirements of the Ordering Document.
2.7 Non-Exclusivity. Supplier acknowledges that Supplier is a non-exclusive provider of the Offerings and that Supplier may engage in any other trade or business and provide services and deliverables to other customers during the term of the Contract; provided that such other trade, business, or service does not conflict with Supplier’s performance of the Services and production and delivery of the Deliverables under the Contract. Purchaser has no obligation to order or purchase any Goods or Services beyond those Goods and Services specifically identified in the Ordering Document. Supplier shall cooperate and coordinate with Purchaser for any other goods or service providers selected by Purchaser as reasonably required for Purchaser or the service provider to perform services for which it is responsible.
2.8 No Minimum Commitment. Unless otherwise explicitly set forth in the Contract, (a) Purchaser makes no commitment to Supplier as to the number of hours Supplier will be asked to work during the term of the Contract; and (b) Purchaser may contact Supplier at its sole discretion when it has a need for the Services and Deliverables.
3. Representations and Warranties of Supplier.
3.1 General. In addition to any express warranties set forth in the Ordering Document, any statutory warranties and any warranties implied by Law, Supplier, on behalf of itself and its subcontractors, as applicable, expressly represents and warrants to Purchaser that the Services and Deliverables provided, produced, and delivered under the Contract: (a) will strictly conform with all Specifications, industry standards, and Laws in force in countries where such Services and Deliverables are being provided; and (b) will be performed in a professional, competent, and workmanlike manner in conformance with all policies, rules, standards, procedures, and schedules established by Purchaser with respect thereto. These warranties will survive inspection, test, delivery, acceptance, use, and payment by Purchaser and will inure to the benefit of Purchaser, its successors, assigns, and the users of Purchaser’s goods and services.
3.2 Non-Infringement. Supplier expressly warrants that all Offerings will not and do not infringe or misappropriate any Intellectual Property Rights of any third party.
3.3 Malware. Supplier represents and warrants that in providing the Services or Deliverables, it will not introduce virus, trap door, worm, or any other device or other malware into Purchaser’s network, systems, or other technology and that Supplier will exercise commercially reasonable efforts to prevent such malware from being introduced. If any such malware is found to have been introduced into Purchaser’s systems as a result of a breach of the foregoing warranty, Supplier will, at no additional charge, assist Purchaser in eradicating the malware and reversing its effects and, if the malware causes a loss of data or operational efficiency, to assist Purchaser in mitigating and reversing such losses.
3.4 Financial Condition. Supplier represents and warrants to Purchaser as of the date of each Ordering Document that: (a) it is not insolvent and is paying all debts as they become due; (b) it is in compliance with all loan covenants and other obligations; and (c) all financial information provided by Supplier to Purchaser concerning Supplier is accurate and has been prepared in accordance with generally accepted accounting principles of the jurisdiction in which it operates.
3.5 Compliance Warranties. Supplier represents and warrants to Purchaser that:
(a) it shall comply with all applicable Laws that regulate the sale, manufacture, labeling, transportation, licensing, approval, permits, or certification of the Offerings, including those relating to environmental matters, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination, occupational health and safety, and motor vehicle safety. The Ordering Document will be deemed to incorporate by reference all the clauses required by the provisions of said Laws. At Purchaser’s request, Supplier shall certify in writing its compliance with the foregoing;
(b) it is not debarred, suspended, excluded, or disqualified from doing business with the United States Government, or listed as the Excluded Parties List System maintained by the General Services Administration of the United States Government (found at www.epls.gov);
(c) (i) it is not under investigation by any Governmental Authority for, nor has it been charged with or convicted of money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (ii) it has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; and (iii) it has not had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws;
(d) (i) it is in compliance with all applicable domestic or foreign Anti-Corruption Laws, including those prohibiting the bribery of Government Officials, and will remain in compliance with all such Laws; (ii) it will not authorize, offer, or make payments directly or indirectly to any Government Official; and (iii) that no part of the payments received by it (whether compensation or otherwise) from Purchaser will be used for any purpose that could constitute a violation of any such Laws;
(e) neither it nor any of its Representatives is the subject of or has violated any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union (EU), Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, “Sanctions”), nor is Supplier or any of its Representatives located, organized, or resident in a country or territory that is the subject of Sanctions; and
(f) neither it nor any of its Representatives will use any funds received by or on behalf of Purchaser to fund or engage in any activities with any Person or in any country or territory, that, at the time of such funding or activity, is the subject of Sanctions, or in any other manner that will result in a violation by any Person of any Sanctions.
4. Price; Invoicing; and Payment.
4.3 Payment Terms. All payments of undisputed invoices are due net 60 end of month from the date of invoice, provided, however, Purchaser may withhold payment for any invoiced charges that Purchaser disputes in good faith. Unless otherwise specified in the Ordering Document, Supplier shall invoice Purchaser on the first day of each calendar month. Payment will be deemed to occur upon mailing of a check, wire transfer, or commencement of other means of payment to Supplier. Payment of charges will not be deemed an approval of such charges or acceptance of non-conforming Offerings. Purchaser may later dispute such charges, and payment of charges will not relieve Supplier of any of its warranties or other obligations under the Contract, or limit or affect any rights or remedies of Purchaser. No amounts other than those specified in the Ordering Document will be payable by Purchaser to Supplier.
4.4 Expenses. For Services, in addition to the fees paid under Section 4.1, Purchaser agrees to reimburse Supplier for out-of-pocket expenses as provided in the Contract or pre-approved by Purchaser in writing, subject to Purchaser’s then-current travel or other applicable policies. Supplier shall provide to Purchaser all documentation reasonably requested by Purchaser to support the price and fees and Purchaser-reimbursable out-of-pocket expenses incurred by Supplier.
4.5 Taxes. If any Governmental Authority imposes a duty, tax, levy, or fee (excluding those based on Supplier’s income) on any Offerings supplied under the Contract, then Purchaser agrees to pay that amount as specified in the invoice, unless Purchaser supplies applicable exemption documentation. Purchaser shall withhold all applicable taxes from amounts payable to Supplier, without liability to Supplier therefor, if such withholding is required by Law. Purchaser may require Supplier to indicate on each invoice the percentage of Services performed within the United States. If Supplier is required by Law to pay or collect from Purchaser any taxes or charges, at Purchaser’s direction, Supplier shall provide line items on the invoice for such taxes or charges or a separate invoice, in each case, subject to Purchaser’s rights under Section 4.2.
5.1 Work Product. Supplier agrees that for the consideration set forth herein, Purchaser is purchasing all rights, title, and interest in and to all Work Product (including any improvement in the design of any Goods or Deliverables or any alternative or improved method of accomplishing the objectives under the Contract) and all associated Intellectual Property Rights therein, which are the sole and exclusive property of Purchaser. All Work Product will be deemed “work made for hire” and will automatically vest in Purchaser. For any Work Product that does not qualify as “work made for hire” under the Law, Supplier agrees to assign and does hereby assign to Purchaser all rights, title, and interest in and to Work Product, including all associated Intellectual Property Rights. Supplier shall cooperate with Purchaser and assist in the preparation and execution of all documents relating to any effort by or on behalf of Purchaser to apply for, obtain, maintain, transfer, or enforce any Intellectual Property Right related to the Work Product at the request and expense of Purchaser.
5.2 Supplier Background IP. Notwithstanding anything provided in this Section 5 to the contrary, all Intellectual Property created and owned by Supplier independently of the performance of Supplier’s obligations under any Contract, including all Intellectual Property Rights embodied therein (collectively, the “Supplier Background IP”), will remain the exclusive property of Supplier and will not be assigned or otherwise transferred to Purchaser. Unless otherwise agreed in a separate written license agreement executed by the Parties, to the extent that Supplier Background IP is incorporated into or otherwise necessary for the Use of any Work Product (including Deliverables), Supplier hereby grants to Purchaser a non-exclusive, royalty-free, perpetual, irrevocable, fully paid-up, non-transferable (other than to its Affiliates or in conjunction with a change in control or sale of all or substantially all of the assets of Purchaser), sublicensable (through multiple tiers), worldwide license to Use and distribute the Supplier Background IP as necessary or desirable in connection with Purchaser’s full exploitation of, and exercise of rights in, any Work Product (including Deliverables).
5.3 Third Party Material; Open Source Code. Supplier shall not incorporate any third-party proprietary information or Intellectual Property (“Third Party Material”) into any Work Product unless Supplier has obtained for Purchaser a perpetual, worldwide, fully paid-up, royalty-free, non-exclusive license permitting Purchaser to Use and sublicense such Third Party Material in the conduct of its normal business operations in connection with Work Product. Except as expressly set forth in an Ordering Document, Supplier shall not use, and shall not authorize any third party to use, in any Work Product any Open Source Code subject to a license or other terms that would require that (a) Purchaser’s Use of the Work Product; or (b) that any Purchaser’s websites, services, software, or other technology be (i) disclosed or distributed in source code form; (ii) made available free of charge to recipients; or (iii) modifiable without restriction by recipients.
5.4 Artificial Intelligence. Supplier shall not use any artificial intelligence, including generative artificial intelligence, machine learning services, products, systems, tools, or other related technology (individually or collectively, “AI”), to perform the Services except as otherwise permitted in the AI Attachment or to generate or produce any Work Product without the express prior written consent of Purchaser, which consent may be provided pursuant to an Ordering Document. Additionally, Supplier shall not include any Work Product, Purchaser Data, or Purchaser Confidential Information (collectively, “Purchaser Materials”) in a data set used to develop train, re-train, fine-tune, or otherwise modify, enhance, or improve any algorithm, model, or other AI or make it otherwise accessible to any AI in a manner not otherwise permitted under the Contract or AI Attachment without the express prior written consent of Purchaser.
5.5 Subcontractor Contracts. Supplier shall ensure that any subcontractors to Supplier have contracts with Supplier in writing consistent with the terms of this Section 5 to ensure that the protections required by Purchaser from Supplier are also received from subcontractors for the benefit of Purchaser and Supplier.
6.1 Prior Non-Disclosure Agreements. To the extent there is an existing non-disclosure agreement between the Parties, any Confidential Information disclosed between the Parties not in relation to any Contract will be governed by such non-disclosure agreement. Any other disclosures of Confidential Information in relation to a Contract will be governed by this Section 6.
6.2 Restrictions on Disclosure and Use of Confidential Information. Each Party shall, and shall cause its Representatives to, hold the Confidential Information of the other Party in secrecy and confidence (in a manner consistent with the protection of its own confidential information of a similar nature, and in any event no less than a reasonable standard of care) in accordance with the provisions of these Terms and Conditions. Each Party shall not, and shall ensure that its Representatives do not, use the Confidential Information of the other Party for any purpose other than to exercise its rights or perform its obligations under the Contract. The Receiving Party, shall not, and shall cause its Representatives not to, disclose any Confidential Information to any Person other than on a need-to-know basis, provided such Persons are bound in writing by confidentiality obligations that are applicable to the Confidential Information and are substantially as restrictive as the provisions of this Section 6 (or, in the case of accountants and attorneys, are bound by professional obligations of confidentiality). The Receiving Party shall notify the Disclosing Party in writing of any misuse, misappropriation, or unauthorized disclosure of Confidential Information.
6.3 Exceptions. The obligations in Section 6.2 do not apply to any information which: (a) rightfully becomes publicly available other than by a breach of a duty owed to the Disclosing Party; (b) is rightfully received from a third party without any obligation of confidentiality; (c) is independently developed by the Receiving Party without use or reference to the Confidential Information as evidenced by Receiving Party’s written records; or (d) must be disclosed by Law, court order, or request by a Governmental Authority, so long as the Receiving Party promptly notifies the Disclosing Party of such Law, court order, or request in writing and upon Disclosing Party’s request, reasonably cooperates with the Disclosing Party in a manner that is sufficient to allow the Disclosing Party to seek a protective order, confidential treatment, or other appropriate remedy to limit the scope of the required disclosure.
6.4 Return or Destruction. Upon the Disclosing Party’s written request, the Receiving Party shall, at the Disclosing Party’s option, either (a) deliver to the Disclosing Party all documents, notes, summaries, analysis, compilations, and other recordings containing or reflecting Confidential Information and all copies thereof or (b) destroy all such material, and in either case of (a) or (b), an officer of the Receiving Party shall certify in writing to the Disclosing Party that the same has been done, provided that copies of such Confidential Information may be retained by the Receiving Party if automatically stored pursuant to the Receiving Party’s archival or record retention policies, so long as such Confidential Information is not readily accessible and the Receiving Party complies with the confidentiality obligations and use restrictions in these Terms and Conditions during the period such Confidential Information is retained. Notwithstanding the foregoing, Supplier shall reasonably cooperate with Purchaser with respect to any additional confidentiality and security standards, requirements, or protocols required for any specific projects, as set forth in the applicable Ordering Document.
6.5 Ownership; No License Rights Granted; No Warranty. All Confidential Information will remain the exclusive property of the Disclosing Party and except as set forth in this Section 6, nothing else in these Terms and Conditions, or any course of conduct between the Parties, will be deemed to grant the Receiving Party any license, right, title, or interest in or to the Confidential Information (unless explicitly set forth in the Contract or otherwise agreed in writing by the Parties). All Confidential Information provided under the Contract is provided “AS IS” without any warranty, express, implied, or otherwise, except that the Disclosing Party warrants that it has the right to disclose the Confidential Information to the Receiving Party.
6.6 Period of Confidentiality. Each Party’s confidentiality obligations under this Section 6 will survive the expiration or earlier termination of the Contract.
6.7 Personal Data. To the extent that Supplier accesses or obtains access to any personal data of Purchaser, the DPA Attachment will apply.
7.1 General Indemnity. Supplier shall indemnify and hold harmless Purchaser (including its Affiliates), and its and their respective directors, officers, employees, contractors, representatives, invitees, agents, and customers (collectively, “Indemnitees”) from and against all liability, demands, claims, losses, costs, actions, judgments, awards, settlements, fines, penalties, damages, and expenses, including expert and attorneys’ fees (collectively, “Liabilities”), incurred by Purchaser arising out of any Claim against any Indemnitee that arises from or relates to: (a) Supplier’s noncompliance or breach of any representation, warranty, or obligation under the Contract (including these Terms and Conditions); (b) any service campaign, product recall campaign, corrective action, or other voluntary or involuntary action or effort in which Purchaser participates with respect to the Offerings; (c) any spill, discharge, or emission of hazardous wastes or substances; (d) any product liability claim; or (e) any personal injury claim, including death or injury or damage to property, caused by Supplier or its Representatives or in any way attributable to the performance of Supplier or its Representatives. Supplier waives the application of the doctrine of comparative negligence and other doctrines that may otherwise allocate the liability covered by Supplier’s indemnity. This indemnification obligation will apply regardless of whether the Claim arises in tort, negligence, contract, warranty, strict liability, or otherwise.
7.2 Infringement Indemnity. Supplier (a) shall defend, hold harmless, and indemnify Purchaser and its customers against all Liabilities arising out of any Claim for actual or alleged direct or contributory infringement of, or inducement to infringe, or misappropriation of any United States or foreign Intellectual Property Right by reason of the performance or receipt of the Services or the manufacture, use, sale, or other exploitation of Goods or Deliverables, including infringement arising out of compliance with Specifications furnished by Purchaser or for actual or alleged misuse or misappropriation of a trade secret resulting directly or indirectly from Supplier’s actions; and (b) waives any claim against Purchaser and its customers, including any hold harmless or similar claim, whether known or unknown, contingent or latent, in any way related to a Claim asserted against Supplier or Purchaser for infringement or misappropriation of any Intellectual Property Rights, including claims arising out of compliance with Specifications furnished by Purchaser.
7.3 Indemnification Procedure. Purchaser shall give Supplier prompt written notice of any Claim for which indemnification is sought under this Section 7. Failure to give notice will not diminish Supplier’s obligation under this Section 7. When provided notice of any actual or potential Liabilities, Supplier, at Purchaser’s option and at Supplier’s expense, will undertake defense of such actual or potential Liabilities through counsel approved by Purchaser. Supplier may select legal counsel to represent the Indemnitees (said counsel to be reasonably satisfactory to Purchaser) and otherwise control the defense of such Claim; provided, however, that Supplier shall first obtain authorization from Purchaser before settlement is made of the actual or potential Liabilities if the terms of such settlement (a) require any action or inaction by Purchaser or any other Indemnitee; or (b) could materially adversely affect Purchaser, including any terms which admit the existence of a defect in Offerings or a failure of Purchaser to fully and faithfully perform its obligations. In the alternative, Purchaser may elect to undertake defense of such Liabilities to the extent asserted against Purchaser or its customers, and Supplier shall reimburse Purchaser on monthly basis for all expenses, attorneys’ fees, and other costs incurred by Purchaser.
7.4 Infringement Claims. If any Offering becomes, or in Supplier’s reasonable opinion is likely to become, the subject of a Claim of infringement or misappropriation of any Intellectual Property Rights, Supplier shall, at its sole expense, either (a) promptly procure for Purchaser the right to continue to use relevant Offering; or (b) replace or modify the Offering to make it non-infringing, provided that the modified Offering is substantially equivalent and meets the Specifications and all other requirements under the Contract.
Supplier shall keep complete and accurate records relating to each applicable Contract (including financial records and documentation sufficient to demonstrate Supplier’s and its subcontractors’ compliance with the Contract and all Laws) during the term of the Contract and for five (5) years following the termination or expiration of the Contract. Purchaser or its authorized Representatives will have the right at any reasonable time to access Supplier’s premises to examine all relevant documents, records, or other relevant information to verify Supplier’s compliance with the Contract and to validate Supplier’s performance or ability to perform under the Contract. Supplier agrees to reasonably cooperate in any such audit request by the Purchaser. If an audit of the appropriate documents reveals demonstrable discrepancies, then Supplier shall make the necessary corrections related to any audit findings (including repayment of any overpayments discovered). Purchaser will be responsible for the full costs of any audit conducted by Purchaser unless such audit reveals an overpayment of greater than five percent (5%), in which case the cost of such audit shall be borne by Supplier.
9.1 Duration. Unless otherwise specified in a separate written agreement, the Contract shall be effective as of the Effective Date and shall remain in effect for the duration set forth in the Ordering Document, if applicable, or until terminated under this Section 9 or by mutual written agreement of the Parties.
9.4 Termination by Supplier. If Purchaser fails to pay Supplier when due undisputed charges for more than two invoice cycles and fails to make such payment within sixty (60) days after the date Purchaser receives notice of non-payment from Supplier, Supplier may terminate the Contract as of a date specified in a written notice of termination referencing this Section 9.4 and expressly stating Supplier’s intent to terminate the Contract. Supplier may not suspend performance of the Services during the term of this Contract for any reason.
9.5 Termination Claims; Obligations Following Termination.
(a) Upon receipt of notice of termination pursuant to Sections 9.2 or 9.3, Supplier, unless otherwise directed in writing by Purchaser, shall (i) terminate immediately all work under the Ordering Document; and (ii) deliver to Purchaser any remaining property of Purchaser in Supplier’s possession, including Deliverables and Confidential Information (alternatively, as requested by Purchaser, Supplier will destroy such property), and certify that all such Purchaser’s property has been removed from Supplier’s systems, premises, and control and either returned or destroyed. Supplier shall deliver to Purchaser all materials in electronic form on such media and in such file format as Purchaser may direct.
(b) Upon termination for convenience pursuant to Section 9.2 or termination by Supplier pursuant to Section 9.4, Purchaser will be liable only for the portion of the Services performed by Supplier and Deliverables delivered to Purchaser prior to the termination date of the Contract, provided such Services and Deliverables conform to all timing and other Specifications.
(c) Except as expressly set forth in this Section 9, Purchaser will not be liable for and will not be required to make payments to Supplier, directly or on account of claims by Supplier’s subcontractors, for any other alleged losses or costs, whether denominated as loss of anticipated profit, unabsorbed overhead, interest on claims, product development and engineering costs, facilities and equipment rearrangement costs or rental, unamortized depreciation costs, ancillary exit charges (including costs of riggers, warehousing, premium manufacturing costs, loading of trucks or other standard business procedures related to transitioning production to an alternative supplier), capital costs or expenditures, internal labor costs or charges, or general and administrative burden charges resulting from termination of the Contract or otherwise. Notwithstanding anything to the contrary, Purchaser’s obligation to Supplier upon termination will not exceed the obligation Purchaser would have had to Supplier in the absence of termination.
10.1 DISCLAIMER OF INDIRECT DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT OR LOST REVENUES DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THE CONTRACT, THE GOODS AND DELIVERABLES DELIVERED OR FOR THE SERVICES RENDERED HEREUNDER REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 EXCLUSIONS. NONE OF THE LIMITATIONS SET FORTH IN THIS SECTION 10 WILL APPLY TO ANY LIABILITIES ARISING OUT OF OR RELATING TO (A) BREACH OF SECTION 6 (CONFIDENTIALITY) OR ANY PROVISIONS IN THE ATTACHMENTS WITH RESPECT TO DATA PRIVACY AND DATA PROTECTION; (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 7; (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (D) ANY PROPERTY DAMAGE OR PERSONAL INJURY OR DEATH ARISING FROM A PARTY’S NEGLIGENT ACTS OR OMISSIONS; (E) A PARTY’S VIOLATION OF LAW; AND (G) A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
11. Force Majeure.
Neither Party will be liable for any loss, damage, or delay arising out of its failure (or that of its subcontractors) to perform its obligations and responsibilities under the Contract due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delay, performance date(s) will be extended as reasonably necessary to compensate for the delay, provided that such event causes a delay of greater than ten (10) business days, Purchaser shall have the right to terminate the impacted Contract upon written notice thereof to Supplier.
The Contract will be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. Any action or proceeding arising out of or relating to this Agreement will be brought in the federal or state courts sitting in the jurisdiction of San Mateo County, California, and each of the Parties irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding will be heard and determined only in any such court, and agrees not to bring any action or proceeding arising out of or relating to the Contract in any other court.
13.2 Background Check. Except as otherwise provided in an Ordering Document, Supplier shall perform the background checks as set forth in, and in accordance with, Appendix B (Background Checks), attached hereto, before their performance of Services, where legally permissible.
13.3 Independent Contractors. Supplier acknowledges that it will at all times act and perform as an independent contractor to Purchaser and will not, for any purposes, be deemed an employee, agent, or partner of Purchaser. Neither Party shall take any actions or make any statements that would indicate that the relationship between the Parties is other than that of independent contractors. Nothing in the Contract will be construed to create a partnership, joint venture, agency, or any other form of fiduciary relationship. Purchaser will have no right to control or direct the details, manner or means by which Supplier accomplishes the results of the Services performed hereunder or the Deliverables produced and delivered hereunder. Supplier will have no express, implied, or apparent authority to bind Purchaser to any legal obligation or to execute contracts on behalf of Purchaser. Supplier assumes full responsibility for the actions of all of its Personnel while performing Services and producing and delivering the Deliverables under the Contract and for the payment of compensation (including, if applicable, the payment and withholding of federal, state, provincial and/or local income taxes, and social security and other payroll taxes), workers’ compensation, disability benefits, and related liabilities and obligations therefor.
13.4 Non-Disparagement. During the term of the Contract and thereafter, Supplier shall not make or publish any disparaging or derogatory statements with respect to Purchaser, or its integrity, or professional standing or reputation, or that of any of its Representatives.
13.5 No Waiver. A waiver by Purchaser of any right or remedy will not affect any rights or remedies subsequently arising under the same or similar clauses. The failure of Purchaser to insist upon the performance of any term or condition of the Contract, or to exercise any right hereunder, will not be construed as a waiver of the future performance of any such term or condition or the exercise in the future of any such right.
13.6 Assignment. Each Ordering Document is issued to Supplier in reliance upon Supplier’s personal performance of the duties imposed. Supplier agrees not to, in whole or in part, assign the Contract or delegate the performance of its duties without the prior written consent of Purchaser, and any attempt to do so will be void ab initio. Any consent by Purchaser to an assignment will not be deemed to waive Purchaser’s right to recoupment from Supplier and/or its assigns for any claim arising out of the Contract. Assignment will not relieve Supplier from its obligations of confidentiality under Section 6 (Confidentiality) hereof. Purchaser may, in its sole discretion, transfer or assign the Contract, in whole or in part, to any third party upon notice to Supplier.
13.7 Subcontracting. Supplier shall not subcontract any of its obligations under the Contract without the prior written consent of Purchaser. Any such consent of Purchaser will not release Supplier from, or limit, any of Supplier’s obligations under the Contract. Supplier warrants and guarantees that any such subcontractor’s performance will satisfy all requirements and obligations applicable to Supplier under the Contract.
13.8 Severability. If any term(s) of the Contract is invalid or unenforceable under any statute, regulation, ordinance, executive order, or other rule of Law, such term(s) will be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of the Contract will remain in full force and effect.
If to Purchaser:
Attn: General Counsel
Rivian and Volkswagen Group Technologies, LLC
607 Hansen Way, CA 94304
With a copy to:
Attn: Chief Procurement Officer
Rivian and Volkswagen Group Technologies, LLC
607 Hansen Way
Palo Alto, CA 94304
Supplier’s failure to provide any notice, claim, or other communication to Purchaser in the manner and within the time periods specified in the Contract will constitute a waiver by Supplier of any and all rights and remedies that otherwise would have been available to Supplier upon making such notice, claim, or other communication.
13.10 Claim from Supplier. In addition to any other restrictions contained in the Contract, any action by Supplier under the Contract must be commenced within one year after the breach or other event giving rise to Supplier’s claim occurs, regardless of Supplier’s lack of knowledge of the breach or other event giving rise to such claim.
13.11 Electronic Communications and Electronic Signatures. Supplier shall comply with any method of electronic communication specified by Purchaser, including requirements for electronic funds transfer, Purchase Order transmission, electronic signature, and communication.
13.12 No Third-Party Beneficiaries. Unless otherwise expressly provided for herein, no provisions of the Contract are intended or will be construed to confer upon or give to any Person other than Supplier and Purchaser any rights, remedies, or other benefits under or by reason thereof; provided, that the Indemnitees will be third-party beneficiaries of Section 7 (Indemnification) with rights of enforcement hereunder.
13.13 Survival. The obligations, representations, warranties, and covenants of Supplier under these Terms and Conditions and each Contract that by their nature are intended or reasonably expected to survive the expiration or termination of these Terms and Conditions and each Contract, including (a) the obligations, representations, warranties, and covenants of Supplier with respect to Offerings delivered to or ordered by Purchaser prior to such expiration and termination and (b) the following Sections: 4.6 (Setoff), 5 (Work Product and Artificial Intelligence), 6 (Confidentiality), 7 (Indemnification), 8 (Audit Rights), 10 (Disclaimer of Indirect Damages and Limitation of Liability), 12 (Governing Law), 13 (General Terms), and 14 (Definitions) shall survive the expiration or termination of each Contract.
13.14 Entire Agreement. The Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, understandings, or agreements by the Parties, whether written or oral, with respect to the subject matter thereof. Except as authorized in Sections 2.5 (Changes and Suspension) and 2.6(Cancellation), no subsequent terms, conditions, understandings, or agreements purporting to modify the Contract will be binding unless in writing and signed by both Parties.
13.15 Interpretation. (a) The words “include,” “includes,” and “including” will not be limiting and will be interpreted to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms and Conditions as a whole unless the context requires otherwise. Unless the context otherwise requires, references herein to: (i) Sections will mean the Sections of these Terms and Conditions; (ii) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (iii) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Section headings are included for convenience of reference only and will not be used in the construction or interpretation hereof. The Contract will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.
13.16 Advertising and Publicity. Supplier shall not discuss, disclose, advertise, market, or otherwise make known to third parties (including any clients, customers, vendors, or suppliers of Purchaser) any information relating to any projects or business of Purchaser or any Purchaser Offerings produced and delivered under any Contract, including mentioning, disclosing, using, or implying the name of Purchaser or any of Purchaser’s projects, developments, clients, customers, vendors, suppliers, personnel, or contractors, or the existence of any Contracts or these Terms and Conditions, in each case without the Purchaser’s prior written consent. Supplier will not use or publicly display (in advertisements, press releases, or otherwise) Purchaser’s name, trademarks, service marks, or logos without Purchaser’s prior written consent.
The following capitalized terms have the meanings provided below.
14.1 “Affiliate” means with respect to a Person, any other Person controlling, controlled by, or under common control with, such Person. For purposes of the Contract, “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of a Person, whether through ownership of voting securities, by contract, or otherwise.
14.2 “Anti-Corruption Laws” means all Laws of any jurisdiction applicable to Supplier, any of its subsidiaries or any of their respective Representatives relating to bribery or corruption, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.
14.3 “Anti-Money Laundering Laws” means the anti-money laundering Laws of all applicable jurisdictions, the rules and regulations thereunder, and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any Governmental Authority.
14.4 “Attachment” means a document that is attached to these Terms and Conditions by weblink and is incorporated by reference to form part of the Contract, as applicable.
14.5 “Claim” means any demand, or any civil, criminal, administrative, or investigative claim, action, or proceeding (including arbitration) asserted, commenced, or threatened against a Person by an unaffiliated third party. For purposes of this definition, an employee of either Party is considered an unaffiliated third party.
14.6 “Confidential Information” means any non-public information or items that is disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives, that: (a) is marked as confidential (or as a trade secret, proprietary, private, or other similar designation); (b) is identified as confidential when it is disclosed; or (c) should reasonably have been understood by the Receiving Party to be confidential, including any information regarding the Disclosing Party’s business, such as strategies, marketing data and plans, financial and pricing information, business plans and opportunities, Intellectual Property, customer lists and information, current and future research and development specifications, and related documentation, and all materials, processes, demonstrations, copies, reproductions, analyses, summaries, or combinations derived from or based on such information or items. Without limiting the generality of the foregoing, Purchaser’s Confidential Information includes the terms of the Ordering Document, Work Product, Deliverables, Purchaser Data, and any other Intellectual Property of Purchaser.
14.7 “Deliverables” means any work product (including from third parties) delivered by Supplier to Purchaser under the Contract based on or resulting from Supplier’s performance or provision of Services, including any Work Product.
14.8 “Effective Date” means, with respect to each Contract, (a) the specified effective date of any written agreement signed by both Parties incorporating these Terms and Conditions, or (b) in the absence of such specified date, the last date of signature of such written agreement, and in the absence of a signed, written agreement, (c) the date that a Purchase Order incorporating these Terms and Conditions is accepted by Supplier as set forth herein.
14.9 “Goods” means all tangible or electronic products or goods identified in an Ordering Document, including: (a) goods made by or on behalf of Supplier and sold by Supplier to Purchaser, directly or indirectly, including through resellers, distributors, value added distributors, and subassembly manufacturers and (b) prototype and development parts, pre-production versions of products (including Software). To the extent that Goods are or include Software, references to “sale” or words of similar meaning in this definition will be deemed to refer to a “license” of such Goods consistent with the terms in the Contract. For clarity, Goods do not include Deliverables.
14.10 “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any supra-national, governmental, federal, state, provincial, local governmental or municipal entity or authority, and any self-regulatory organization (including, in each case, any branch, department, or official thereof).
14.11 “Governmental Official” means (a) an executive, official, employee, or agent of a Governmental Authority; (b) a director, officer, employee, or agent of a wholly or partially government-owned or government-controlled company or business; (c) a political party or official thereof, or candidate for political office; or (d) an executive, official, employee, or agent of a public international organization (e.g., the International Monetary Fund or the World Bank).
14.12 “Intellectual Property” means all compositions, concepts, data, designs, developments, discoveries, diagrams, documentation, drawings, flow charts, formulas, ideas, inventions, materials, methods, models, patentable subject matter, plans, processes, product configurations, procedures, programs, prototypes, software code, software applications, systems, schematics, specifications, techniques, test protocols, works of authorship, derivative works, improvements, product, brand, or business names, trade secrets, know-how, other subject matter, material, or information that is considered to be proprietary or confidential, and any other technology.
14.13 “Intellectual Property Rights” means any intellectual property rights or similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered, covering Intellectual Property, including such rights in and to any patents, industrial designs, database protection, copyrights, trademarks, service marks, trade dress, domain names, trade secrets, database rights, mask works, and moral rights, including any and all applications or registrations of the foregoing, and all similar or equivalent rights or forms of protection.
14.14 “Law” means any and all (a) federal, territorial, state, local and foreign laws, treaties, conventions, directives, regulations, and ordinances; (b) codes, standards, rules, requirements, directives, orders, and criteria issued under any federal, territorial, state, local, or foreign laws, ordinances, or regulations; (c) rules of a self-regulatory organization (including the rules of any national securities exchange or foreign equivalent); and (d) judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any Governmental Authority, as any of the foregoing applies to a Party in relation to a Contract.
14.15 “Offerings” means Goods, Services, and/or Deliverables, individually or collectively, as the context requires.
14.16 “Open Source Code” means any software, documentation, or other material that contains, or is derived (in whole or in part) from, any software, documentation, or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including software, documentation, or other materials licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (a) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) The Netscape Public License; (e) the Sun Community Source license (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; (h) Affero GPL; and (i) the Apache License.
14.17 “Ordering Document” means (a) any fully executed statement of work (“SOW”), work order, or other similar agreement, as each may be amended from time to time by mutual signed agreement by the Parties, describing the particular Offerings to be provided by Supplier and that references these Terms and Conditions, with or without any accompanying Purchase Order; or (b) in the absence of any such executed agreement, then a Purchase Order that is issued by Purchaser that references these Terms and Conditions and is accepted by Supplier in accordance with these Terms and Conditions.
14.18 “Person” means a natural person or any partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee, or any other individual or entity in its own or any representative capacity or any other entity, in each case, whether domestic or foreign.
14.19 “Personnel” means Supplier (if an individual) and all employees and agents of Supplier and its authorized subcontractors and their agents.
14.20 “Purchaser Data” means individually or collectively in any combination, all data, files, content, documents, and other information and materials provided or made available by or on behalf of Purchaser to Supplier or that Supplier otherwise receives, obtains, computes, develops, uses, collects, transmits, or stores for or on behalf of Purchaser pursuant to the Contract, including any of the foregoing that is acquired or learned by Supplier or its Representatives in connection with the Services or is otherwise generated by, resulting from, or an output of the Services.
14.21 “Purchase Order” means a written or electronic purchase order issued by Purchaser to Supplier for any Offerings. For the avoidance of doubt, an SOW or similar signed agreement is not a Purchase Order.
14.22 “Representatives” with respect to any Person, means such Person’s Affiliates and such Person’s and its Affiliates’ respective directors, officers, members, managers, employees, contractors, subcontractors, agents, consultants, advisors, or other representatives.
14.23 “SaaS Services” means any software, applications, or modules that are provided by Supplier as a cloud or other hosted service, as may be provided under the Ordering Document, including all of Supplier’s software, application programming interfaces (APIs), and other applications, modules, and systems necessary for access to and use of those services.
14.24 “Services” means services, functions, and responsibilities described in an Ordering Document that Supplier will provide or perform for Purchaser, including any professional services or SaaS Services, and any functions related to the foregoing that are not specifically described in an Ordering Document but are required for, inherent in, or reasonably expected to be provided in connection with the provision of services.
14.25 “Software” means any computer program or other software-based application, tool, module, or solution that is specified by Purchaser in the Ordering Document, provided as a Good itself or that is otherwise installed or embedded in any Goods, including firmware. The term Software excludes SaaS Services.
14.26 “Specifications” means the most current version of all applicable specifications and requirements with respect to any Offerings or Work Product either: (a) provided by Purchaser, including other documents or requirements specifically incorporated or referenced in these Terms and Conditions, the Ordering Document, bills of materials, project schedules, drawings, and CAD data; or (b) any samples, drawing, CAD data, spec sheets, or other descriptions or specifications, or representations provided by Supplier that are approved of by Purchaser or relied upon by Purchaser.
14.27 “Supplier Insolvency” means any of the following: (a) insolvency of Supplier; (b) Supplier’s inability to promptly provide Purchaser with adequate and reasonable assurance of Supplier’s financial capability to perform timely any of Supplier’s obligations under any Ordering Document; (c) filing of a voluntary petition in bankruptcy by Supplier; (d) filing of an involuntary petition in bankruptcy against Supplier; (e) appointment of a receiver or trustee for Supplier; or (f) execution of an assignment for the benefit of creditors of Supplier.
14.28 “Use” means use, execute, publicly display, copy, publicly perform, distribute copies of, maintain, modify, enhance, adapt, translate, and create derivative works of.
14.29 “Work Product” means any Intellectual Property that is discovered, developed, or created by Supplier in connection with the Contract, including any Intellectual Property that are Deliverables.
APPENDIX A Insurance
Supplier shall obtain insurance with admitted insurers in the State and/or local Country with current A.M. Best’s rating or equivalent of no less than A VIII, unless otherwise acceptable to Purchaser, against claims for injuries to persons or damaged property, arising from or in connection with the performance of work and Offerings rendered under the Contract. Coverage will be normal and customary for the work or Services performed and meet local, customary, and regulatory requirements in country and be at least as broad as the following coverages:
Commercial General Liability (CGL) insurance on an “occurrence” basis, including coverage for third party bodily injury and property damage, personal and advertising injury, products completed operations for your work and services, and contractual liability, with limits not less than $1,000,000 per occurrence and $2,000,000 general aggregate;
Worker’s Compensation insurance as statutorily required by state or if required by local law or social scheme;
Employer’s Liability insurance with limits of $1,000,000 each accident, for bodily injury by accident; $1,000,000 each employee, for bodily injury by disease; and $1,000,000 policy limit, for bodily injury by disease;
Umbrella or Excess Liability insurance with limits not less than $1,000,000 per occurrence and $1,000,000 in the aggregate;
Professional Errors & Omissions insurance (if Supplier is performing professional service including software, data privacy, engineering, financial and accounting, legal, etc.) with limits not less than $2,000,000 per claim and in the aggregate, or as otherwise requested by Purchaser if Supplier is providing software, financial, Intellectual Property, or other significant Services;
Business/Motor Automobile Liability insurance (If vehicles are used in or incidental to the work being performed) with a combined single limit not less than $2,000,000 for all owned, non-owned, hired, or leased autos. If Supplier is an interstate motor carrier, or transports hazardous materials, see the below additional requirements: (i) if Supplier will transport hazardous materials, then Supplier shall maintain business automobile liability insurance with a combined single limit of $10,000,000 each accident, (ii) if Supplier operates as an interstate motor carrier, then Supplier’s business automobile liability policy will include a Form MCS-90 endorsement; and (iii) if Supplier will transport hazardous materials, then Supplier’s business automobile liability policy must include a broadened pollution liability endorsement via ISO Form CA 99 48 or equivalent;
Cyber Liability Insurance (if Supplier has access to software, data, systems, employee and Purchaser Data for Purchaser and/or its Affiliates) with limits not less than $2,000,000 per claim and in the aggregate or as otherwise requested by Purchaser if Supplier is providing software, financial, Intellectual Property, or other significant Services. Coverage for Cyber may be included in Professional Technology Errors & Omissions and Cyber policies or evidenced standalone; and
Crime Insurance (Fidelity Bond) (if Supplier has access to money, securities, or cash instruments of Purchaser or on the premises with access to Purchaser facilities) with limits not less than $2,000,000 per occurrence and include coverage for customer and add Purchaser as a loss payee.
The required limits may be achieved through any combination of primary and Umbrella/Excess Liability coverage. Additional insurance coverage and/or limits may be required based on the Goods and/or Services performed on behalf of Purchaser, required by Law, and if commercially reasonable.
The policies shall name Rivian and VW Group Technology, LLC as an additional insured either with a Broad Form Additional Insured Endorsement or Designated Additional Insured Endorsement and include the following language:
Rivian and VW Group Technology, LLC., and its partners, subsidiaries, and its Board of Directors, officers, employees, representatives, and agents are included as Additional Insureds (except Worker’s Compensation and Employer’s Liability) as per the indemnities assumed by written agreement. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Supplier shall require that all policies waive subrogation in favor of the Additional Insureds and shall provide at least thirty (30) days advance written notice for any reason and ten (10) days for notice of cancellation due to non-payment of premium.
Certificates of Insurance (COI) or Certificate of Currency (COC) as per above with endorsements shall be sent to:
Rivian and VW Group Technology, LLC
Attn: Laura Langone, Director, Enterprise Risk and Insurance (Treasury Dept)
14600 Myford Road, Irvine
California, USA 92606
Email: Certs@Rivian.com
If such coverage is not available, Supplier shall be responsible for providing such notice to Rivian and VW Group Technology, LLC. Supplier may also provide a local and customary Certificate of Currency outside of the United States. Please send cert to Certs@Rivian.com.
APPENDIX B Background Check
1. Scope and Applicability
1.1 This Appendix applies to all Personnel who (a) perform Services; (b) access Purchaser's facilities, systems, networks, or equipment; or (c) have access to Purchaser Materials. Unless otherwise agreed in writing by Purchaser, all costs associated with background checks, rescreening, drug testing, and related compliance activities under this Appendix are the sole responsibility of Supplier and are included in the fees payable under the Contract.
1.2 Personnel are subject to the following tiered requirements:
Tier 1 — Standard Access: All Personnel performing Services for Purchaser are subject to the baseline screening requirements in Section 2.1 below.
Tier 2 — Elevated Access: Personnel with access to Purchaser's IT systems, networks, sensitive data, personally identifiable information, financial records, or secured physical facilities are subject to the enhanced screening requirements in Section 2.2, in addition to Tier 1 requirements.
1.3 Supplier is solely responsible for determining which of its personnel require Tier 2 screening based on the Services performed and access granted. In the event of a dispute, Purchaser's classification controls.
2. Types of Background Checks Required
Supplier shall perform the following background checks on applicable Personnel:
2.1 Tier 1 — Baseline Checks
(a) Criminal history search at federal, state, and county levels (covering all jurisdictions of residence for the prior seven years); (b) sex offender registry search (national); (c) social Security number trace and identity verification; (d) employment history verification (prior five years); (e) sanctions and watch list screening, including OFAC Specially Designated Nationals List and, where applicable, OIG/GSA exclusion lists; and (f) drug testing, where permitted by applicable law and requested by Purchaser.
2.2 Tier 2 — Enhanced Checks (in addition to Tier 1):
(a) Education verification (highest degree obtained); (b) credit history check (where legally permissible and relevant to the role); and (c) additional screening as reasonably requested by Purchaser based on the sensitivity of the assignment.
3. Timing
3.1 Pre-Assignment Screening. Supplier must complete all required background checks and confirm satisfactory results before any Personnel begin performing Services or are granted access to Purchaser's facilities, systems, or information.
3.2 Periodic Rescreening. Supplier must rescreen all active Personnel at least once every three (3) years, or more frequently if required by Law or Purchaser's written policies.
3.3 Triggered Rescreening. Supplier must conduct additional screening promptly upon (a) a change in role that results in elevated access, (b) a reportable event (including arrest, indictment, or conviction), or (c) Purchaser's reasonable written request.
4. Standards and Disqualifying Criteria
4.1 Restrictions. Supplier shall not assign any Personnel to perform Services if any background check reveals a felony conviction within the prior seven (7) years; (b) a conviction for any crime involving dishonesty, fraud, theft, violence, or sexual misconduct; (c) a match on any applicable sanctions or exclusion list; or (d) a failed drug test (where testing is required).
4.2 Assessment. Notwithstanding Section 4.1, Supplier must conduct an individualized assessment consistent with Law, including federal, state, and local ban-the-box, fair chance, and anti-discrimination requirements, considering the nature and gravity of the offense, the time elapsed, and the nature of the role. Supplier must document any individualized assessment and provide such documentation to Purchaser upon request.
4.3 Disqualifying Criteria. Purchaser reserves the right to establish additional disqualifying criteria upon reasonable written notice to Service Provider.
5. Compliance with Law
5.1 Compliance. Supplier must conduct all background checks in compliance with the Fair Credit Reporting Act (FCRA), the California Investigative Consumer Reporting Agencies Act (ICRAA), the California Consumer Credit Reporting Agencies Act, and all other applicable federal, state, and local laws governing employment screening, consumer reports, and privacy.
5.2 Consents. Supplier is responsible for obtaining all required authorizations and consents from Personnel, providing required disclosures, and following adverse action procedures mandated by Law.
5.3 Consumer Reporting Agency. Supplier shall use a qualified consumer reporting agency where required by Law.
6. Cooperation and Record-Keeping
6.1 Records. Supplier shall maintain complete and accurate records of all background checks conducted under this Appendix for the duration of the applicable individual's assignment plus three (3) years thereafter.
6.2 Certification. Upon Purchaser's request, Supplier shall provide written certification that all required background checks have been completed and that all assigned Personnel have met the applicable screening standards. Such certifications must not include protected personal information unless disclosure is permitted by Law and authorized by the individual.
6.3 Cooperation. Supplier shall cooperate with Purchaser's reasonable audits and inquiries related to compliance with this Appendix, subject to applicable privacy restrictions.
7. Removal of Personnel
7.1 Removal Request. Purchaser may, at any time and in its sole discretion, require Supplier to immediately remove any Personnel from performing services under the Contract if such individual (a) fails to meet the background check standards set forth herein; (b) is reasonably believed to pose a security, safety, or compliance risk; or (c) fails to consent to a required background check.
7.2 Replacement. Supplier shall promptly replace removed Personnel at no additional cost to Purchaser. Removal of an individual under this Section does not relieve Supplier of its obligations under the Contract or constitute grounds for delay.
