Vendor Terms and Agreements
Cyrusone Terms and Conditions France Specific Provisions
If the Seller is located in France, the country-specific provisions below will replace the equivalent provisions in the CyrusOne Online Terms and Conditions as follows:
5. Invoices And Payment.
Section 5 (“Invoices and Payment”) is deleted and replaced by the following:
Seller shall submit invoices on a monthly basis or as set forth in the Purchase Order and without delay after Goods and/or Deliverables are delivered or Services are rendered. Seller shall not request and waives the right to payment for invoices submitted more than sixty (60) days after Goods and/or Deliverables are delivered or Services are rendered. All invoices must contain the Purchase Order number and must be emailed to the attention of cyrusonepayables@cyrusone.com. Properly submitted and undisputed invoices for Goods and/or Deliverables and/or Services shall be paid within forty-five (45) days from the date of issuance of the invoice (“Payment Due Date”). If any undisputed sum payable under the Agreement is not paid when due, Seller may charge Buyer interest daily on that sum at a rate of three times the applicable French legal rate of interest, from the due date until the date of payment. Further, in the event of late payment of any undisputed sum, Seller shall be entitled to a fixed sum of forty euros (EUR 40) in respect of debt recovery costs. Buyer reserves the right to make payment to Seller electronically (via wire transfer, EFT or direct debit). All claims for monies due or to become due from Buyer shall be subject to set off, counterclaim, or deduction by Buyer arising out of this or any other agreement between Buyer and Seller. As requested by Buyer, Seller shall provide lien waivers and claim releases with each invoice, which address payment to subcontractors and suppliers for Goods, Services and/or Deliverables provided in the prior month. By submitting an invoice, and as a condition precedent to payment, Seller reaffirms its assent to all terms contained in the Agreement.
9. Intellectual Property.
Subsection 9 i b. 2. (“Assignment”) is deleted and replaced by the following:
2. Assignment. If any Work Product cannot, by operation of applicable law, be considered automatically and exclusively vested in Buyer, Seller undertakes to and hereby does assign, transfer, and convey the worldwide right, title, and interest in and to the Work Product, including the Intellectual Property Rights arising out of or embodied by the Work Product to Buyer, including without limitation the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution of Intellectual Property Rights, and all rights corresponding to such Intellectual Property Rights throughout the world. This assignment includes the right to use, reproduce, publish, distribute, display, perform, modify, make derivative works from, import, make or manufacture, have made or manufactured, sell, offer for sale, and otherwise use Seller’s Intellectual Property Rights, including without limitation (i) in the course of selling, distributing, delivering, and/or using the Work Product supplied or furnished to Buyer in any manner and for any purpose as Buyer may in its sole discretion determine, and (ii) in connection with the development, sale, distribution, delivery, use, or manufacture of Buyer’s goods or services.. This assignment shall become effective immediately upon the earlier of execution of this Agreement or creation of the Work Product, without the need for further consideration or written agreement between the parties, and is for the entire duration of legal rights and for the entire world.
Subsection 9 i b. 4. (“Moral Rights.”)
[This paragraph is deleted]
13. Termination And Suspension
Subsection 13v (“Survival”) is deleted and replaced by the following:
v. Survival. The parties expressly acknowledge and agree that, unless explicitly stated otherwise herein, all provisions in this Agreement that, by their nature, are intended to survive termination/expiration of the Agreement (including but not limited to the following, which are included for example only and are not an exhaustive list: Buyer’s audit rights; dispute resolution, post-termination obligations, forum selection, and governing law; warranties and representations; non-disclosure of Confidential V Feb2021
Information (subject to any applicable laws or court orders providing for or ordering a time-limit for survival of confidentiality obligations); Buyer’s termination rights and Seller’s liability for damages related thereto; indemnification and reimbursement (including attorney’s fees); intellectual property rights, representations, and indemnity; insurance;; and survival, no waiver, entire agreement, severability, and notices), as well as any provisions necessary to construe those terms, shall survive any termination/expiration of the Agreement
Insurance Requirements
Commercial General Liability/ Bodily Injury/Property Damage
€1,000,000 Per Occurrence
€2,000,000 Aggregate
€2,000,000 Products/Completed Operations Insurance
Commercial Automobile Liability
€50,000,000 combined single limit for bodily injury and property damage.
Workers Compensation – In accordance with the State Scheme
Employer’s Liability – In accordance with the State Scheme
Other requirements:
Local coverage in country is required.
Replacement cost for all personal property including tools and equipment.
CyrusOne, Inc. and all subsidiaries are added as an Additional Insured on Public Liability policy as respects operations of the Named Insured and where required by written contract. Waiver of Subrogation applied in favor of Certificate Holder on Public Liability policy.
