Common use of Affiliate Ordering Clause in Contracts

Affiliate Ordering. Affiliates of Customer may procure Services from Vendor under the terms and conditions of this Agreement, provided that each such Affiliate enters into a Statement of Work for such Services referencing this Agreement. Any Affiliate that enters into such a Statement of Work with Vendor will be deemed to be “Customer” hereunder for purposes of such procurement; provided that such Statement of Work(s), together with this Agreement, will constitute a separate contract and Vendor will look solely to such Affiliate (and not to Customer) for satisfaction of any liability arising under or relating to such procurement by an Affiliate. For purposes of this Agreement, “Affiliate” means, with respect to either party, an entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party, where “control” means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise, and/or (ii) ownership of at least fifty percent (50%) of the voting stock, shares or interests of any such entity. Vendor understands and acknowledges that Customer completes acquisitions from time to time in the ordinary course. In the event that Customer acquires a business which is under an existing contract with Vendor, Vendor agrees to provide Customer a reasonable period of time to evaluate the contract in place with the acquired business and, at Customer’s discretion, add the acquired business to Customer’s contract with Vendor, or add Customer to the acquired business’s contract with Vendor. Vendor further agrees that no termination penalties, liquidated damages or early termination fees will apply in such situations. If Customer acquires a company with a relationship with Vendor, if such acquired company has better pricing negotiated with Vendor than the pricing herein, then Customer may elect to covert this Agreement to such lower pricing enjoyed by the acquired company.