Order Form — Enterprise SaaS (Delaware)

ORDER FORM — ENTERPRISE SAAS

STATE OF DELAWARE

Order Form No.: [________________________________]

Order Form Effective Date: [__/__/____]

Master Agreement Reference: [________________________________] dated [__/__/____] (the "Master Agreement" or "MSA")

Disclaimer. This Order Form template is provided for informational and educational purposes only. It does not constitute legal advice and should not be relied upon as such. Each transaction requires independent legal review by a qualified attorney licensed in the State of Delaware. No attorney-client relationship is created by use of this template.

1. DEFINITIONS

Capitalized terms used but not defined in this Order Form shall have the meanings ascribed to them in the Master Agreement. As used in this Order Form, the following terms shall have the meanings set forth below:

"Authorized Users" means Customer's employees, contractors, and agents who are authorized by Customer to access and use the Services under the login credentials assigned by Customer, subject to the user entitlements specified in Section 5 (Services and Entitlements).

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, all pricing, technical specifications, security architectures, business plans, Customer Data, and the terms of this Order Form.

"Customer Data" means all data, content, information, and materials uploaded to, processed by, stored within, transmitted through, or generated by Customer's use of the Services, including any Personal Data processed on Customer's behalf.

"Documentation" means Provider's then-current user guides, online help files, technical specifications, API documentation, and other written materials that describe the features, functionality, and operation of the Services, as updated by Provider from time to time.

"Force Majeure Event" means any event beyond the reasonable control of the affected party, including acts of God, natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, civil unrest, labor disputes (other than those involving the affected party's own employees), utility or telecommunications failures, cyberattacks by nation-state actors, and failures of third-party infrastructure providers, but expressly excluding a party's financial inability to perform.

"Personal Data" has the meaning assigned to "personal data" under the Delaware Personal Data Privacy Act (H.B. 154, 152nd Gen. Assemb.) (the "DPDPA"), and additionally includes "personal information" as defined under the Delaware Computer Security Breaches Act (6 Del. C. § 12B-101).

"Provider IP" means all right, title, and interest in and to the Services, the platform, software, APIs, tools, algorithms, machine-learning models, methodologies, documentation, and all underlying technology, including all modifications, enhancements, derivative works, and improvements thereto, and all related intellectual property rights.

"Services" means the cloud-based software-as-a-service application(s) identified in Section 5 (Services and Entitlements), including all updates, upgrades, and patches made generally available by Provider to its enterprise customers at no additional charge.

"SLA" means the Service Level Agreement referenced in Section 7 (Service Levels and Support), which sets forth Provider's uptime commitments, performance metrics, and service credit methodology.

2. PARTIES

Each party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to execute, deliver, and perform its obligations under this Order Form.

3. TERM

3.1 Auto-Renewal. Unless either party delivers written notice of non-renewal at least the number of days specified above prior to expiration of the then-current term, this Order Form shall automatically renew for successive renewal terms of equal duration. All terms and conditions, including pricing (subject to the renewal uplift provision in Section 6), shall remain in effect during each renewal term unless amended in writing by both parties.

3.2 Termination for Cause. Either party may terminate this Order Form upon written notice if the other party materially breaches any provision of this Order Form or the Master Agreement and fails to cure such breach within [____] days after receipt of written notice specifying the nature of the breach in reasonable detail. In the event of Customer's termination for cause, Provider shall refund to Customer any prepaid fees allocable to the unused portion of the then-current term on a pro-rata basis.

3.3 Termination for Convenience.

☐ Not permitted by either party.

☐ Permitted by Customer upon [____] days' prior written notice, subject to payment of an early termination fee equal to [________________________________].

☐ Permitted by either party upon [____] days' prior written notice, subject to [________________________________].

3.4 Effect of Termination. Upon termination or expiration: (a) Customer's access to the Services shall cease; (b) Provider shall fulfill its data return and deletion obligations under Section 8; (c) all payment obligations accrued prior to termination shall survive; and (d) the provisions of Sections 1, 8 (data obligations), 9, 10, 12, 13, and 20 shall survive termination or expiration.

4. SERVICES AND ENTITLEMENTS

5. FEES AND PAYMENT

5.1 Usage and Overage Rates.

5.2 One-Time Fees.

5.3 Renewal Uplift.

☐ Fixed increase of [____]% per renewal term

☐ Consumer Price Index (CPI-U, U.S. City Average, All Items) increase, capped at [____]% per renewal term

☐ No increase during renewal terms

☐ Other: [________________________________]

Provider shall provide Customer written notice of any fee increase at least [____] days prior to the commencement of the applicable renewal term.

5.4 Late Payments. Overdue amounts shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Provider may suspend access to the Services upon [____] days' prior written notice of non-payment, provided Customer has not cured such non-payment within that notice period. Suspension shall not relieve Customer of its payment obligations.

5.5 Taxes — Delaware Has No General Sales Tax.

Delaware does not impose a state or local sales tax on goods or services. Accordingly, no sales tax, use tax, or value-added tax is applicable to subscription fees or services under this Order Form for transactions occurring within the State of Delaware. Customer is solely responsible for any taxes imposed by Customer's own jurisdiction of organization or operation. Provider acknowledges that, as a business operating in Delaware, Provider may be subject to Delaware's Gross Receipts Tax (30 Del. C. § 2301 et seq.), which is a tax levied on Provider's gross revenues at rates ranging from approximately 0.0945% to 1.9914% depending on the nature of business activity. The Gross Receipts Tax is an obligation of Provider — not Customer — and shall not be passed through to Customer.

Delaware Tax Practice Note. Delaware is one of five U.S. states that imposes no general sales or use tax. The Delaware Gross Receipts Tax is levied on the seller or service provider, not on the purchaser. Parties should not include sales-tax collection provisions in Delaware-governed SaaS agreements unless Customer is located in a jurisdiction that separately imposes sales tax on SaaS subscriptions, in which case such obligations should be addressed in a separate tax addendum. For multi-state deployments, Customer should evaluate nexus-based tax obligations in each jurisdiction where Authorized Users access the Services.

6. SERVICE LEVELS AND SUPPORT

6.1 SLA Credit Structure.

Credits shall be applied against fees payable in the next billing period. Service credits are Customer's sole and exclusive remedy for Provider's failure to meet the uptime commitment, except that if Provider fails to meet the uptime commitment for [____] consecutive months, Customer may terminate this Order Form upon written notice and receive a pro-rata refund of prepaid fees.

6.2 Target Response and Resolution Times.

6.3 Escalation. Provider shall designate a named escalation contact ([________________________________]) who shall be available during support hours to address unresolved Critical and High severity issues. For Critical issues remaining unresolved beyond the resolution target, Provider shall escalate to VP-level or above within [____] hours.

7. SECURITY AND DATA PROTECTION

7.1 Security Obligations. Provider shall maintain administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, disclosure, destruction, alteration, or use, consistent with industry standards and Provider's security certifications. Provider shall conduct annual penetration testing and vulnerability assessments and make summary results available to Customer upon written request.

7.2 Delaware Personal Data Privacy Act (DPDPA) Compliance.

The Delaware Personal Data Privacy Act (H.B. 154, 152nd Gen. Assemb.), effective January 1, 2025, imposes obligations on controllers and processors of the personal data of Delaware residents. To the extent Provider processes Personal Data of Delaware residents in connection with the Services, the parties agree as follows:

(a) Applicability Thresholds. The DPDPA applies to persons that conduct business in Delaware or produce products or services targeted to Delaware residents and that, during the preceding calendar year: (i) controlled or processed the personal data of not fewer than 35,000 Delaware consumers (excluding personal data controlled or processed solely for the purpose of completing a payment transaction); or (ii) controlled or processed the personal data of not fewer than 10,000 Delaware consumers and derived more than 20% of their gross revenue from the sale of personal data.

(b) Consumer Rights. Provider shall implement and maintain commercially reasonable technical and organizational measures to enable Customer to fulfill consumer rights requests under the DPDPA, including the rights of access, correction, deletion, data portability, and opt-out of targeted advertising, sale of personal data, and profiling in furtherance of decisions that produce legal or similarly significant effects.

(c) Data Minimization. Provider shall process Personal Data only as adequate, relevant, and reasonably necessary for the disclosed purposes agreed upon by the parties, consistent with the DPDPA's data-minimization requirements.

(d) Data Protection Assessments. Where processing activities require a data protection assessment under the DPDPA (including targeted advertising, sale of personal data, processing of sensitive data, and profiling), Provider shall cooperate with Customer in conducting and documenting such assessments.

(e) Sensitive Data. Provider shall not process sensitive data (as defined under the DPDPA, including racial or ethnic origin, religious beliefs, health diagnoses, sexual orientation, citizenship or immigration status, genetic or biometric data, children's data, and precise geolocation) without the consumer's affirmative opt-in consent.

(f) Enforcement and Cure Period. The DPDPA is enforced exclusively by the Delaware Department of Justice. Prior to initiating an enforcement action, the Attorney General shall provide a controller or processor with a 60-day written notice and opportunity to cure the alleged violation. If a cure is effected within such period, no action shall be brought. Civil penalties for violations are up to $10,000 per violation. The 60-day cure period sunsets on December 31, 2025.

7.3 Delaware Computer Security Breaches Act Compliance.

Provider shall comply with the Delaware Computer Security Breaches Act (6 Del. C. § 12B-101 et seq.) with respect to any breach of security involving the personal information of Delaware residents processed through the Services. In the event of a qualifying breach, Provider shall: (a) notify Customer within the Security Incident Notification period specified above, and in no event later than 60 days following determination of the breach; (b) cooperate with Customer in fulfilling notification obligations to affected Delaware residents; (c) where the breach affects 500 or more Delaware residents, cooperate with Customer in providing notice to the Delaware Attorney General pursuant to 6 Del. C. § 12B-102; and (d) where the breach involves Social Security numbers, provide or fund credit monitoring services for affected individuals for a minimum period of one (1) year at no cost to Customer or affected consumers.

8. LIMITATION OF LIABILITY

8.1 Aggregate Cap. EXCEPT AS SET FORTH IN SECTION 8.3 (CARVE-OUTS), EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS ORDER FORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE "GENERAL CAP").

8.2 Exclusion of Consequential Damages. EXCEPT AS SET FORTH IN SECTION 8.3 (CARVE-OUTS), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH DAMAGES ARE SOUGHT.

8.3 Carve-Outs. The limitations set forth in Sections 8.1 and 8.2 shall NOT apply to liability arising from:

(a) A party's indemnification obligations for intellectual property infringement under Section 9.1(a);

(b) Provider's breach of its security and data protection obligations under Section 7, including any obligations under the DPDPA and the Delaware Computer Security Breaches Act;

(c) A party's breach of its confidentiality obligations under Section 12;

(d) A party's willful misconduct, gross negligence, or fraud; and

(e) Customer's payment obligations for fees and charges due under this Order Form.

The aggregate liability of each party for claims arising under the Carve-Out categories shall not exceed [____] times the General Cap (or $[________________________________], whichever is greater) (the "Super Cap").

8.4 Delaware Enforceability. The parties acknowledge that Delaware courts apply freedom-of-contract principles and generally enforce negotiated liability limitations in arms-length commercial agreements between sophisticated parties. The limitations and exclusions in this Section 8 represent a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain.

9. INDEMNIFICATION

9.1 Provider Indemnification. Provider shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) IP Infringement. Any claim that Customer's authorized use of the Services infringes, misappropriates, or violates any third party's patent, copyright, trademark, or trade secret rights. Provider's obligations under this subsection shall not apply to claims arising from: (i) modifications to the Services made by Customer; (ii) Customer's combination of the Services with products or services not provided or authorized by Provider; (iii) Customer's use of the Services in a manner inconsistent with the Documentation; or (iv) Customer's continued use of a prior version of the Services after Provider has made a non-infringing update available.

(b) Data Breach. Any claim arising from Provider's failure to comply with its security and data protection obligations under Section 7, including Provider's failure to comply with the DPDPA or the Delaware Computer Security Breaches Act, to the extent such failure is attributable to Provider's acts or omissions.

9.2 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against any third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Customer Data. Any claim that Customer Data, or Provider's processing of Customer Data in accordance with this Order Form, infringes or violates any third party's intellectual property rights or other rights.

(b) Misuse. Any claim arising from Customer's use of the Services in violation of applicable law or in a manner not authorized by this Order Form, the Master Agreement, or the Documentation.

9.3 Indemnification Procedures. The indemnified party shall: (a) provide prompt written notice to the indemnifying party of any claim for which indemnification is sought (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced by such failure); (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnifying party shall not settle any claim that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.

9.4 IP Infringement Remedies. If the Services become, or in Provider's reasonable judgment are likely to become, the subject of an infringement claim, Provider shall, at its sole expense and option: (a) procure for Customer the right to continue using the Services; (b) modify the Services to make them non-infringing without materially diminishing their functionality; or (c) replace the Services with a functionally equivalent non-infringing alternative. If none of the foregoing remedies is commercially practicable, either party may terminate this Order Form, and Provider shall refund to Customer any prepaid fees allocable to the unused portion of the then-current term.

10. INSURANCE

Provider shall maintain, at its own expense, the following minimum insurance coverage during the term of this Order Form and for a period of two (2) years following termination or expiration:

Provider shall furnish certificates of insurance evidencing the required coverage upon Customer's written request within [____] business days. Provider shall provide Customer with at least thirty (30) days' prior written notice of any material reduction in, cancellation of, or non-renewal of any required coverage. All policies shall be issued by carriers with an A.M. Best rating of A- VII or better.

11. INTELLECTUAL PROPERTY

11.1 Provider IP. Provider retains all right, title, and interest in and to the Provider IP. Nothing in this Order Form transfers or assigns ownership of any Provider IP to Customer. All rights not expressly granted herein are reserved to Provider.

11.2 Customer Data. Customer retains all right, title, and interest in and to Customer Data. Provider acquires no rights in Customer Data except the limited license expressly granted in Section 11.4. Upon termination or expiration, Provider shall return or delete Customer Data as specified in Section 7.

11.3 Provider-to-Customer License. Subject to the Master Agreement and this Order Form, Provider grants Customer a non-exclusive, non-transferable (except as permitted in the Master Agreement), non-sublicensable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes, in accordance with the entitlements specified in Section 4.

11.4 Customer-to-Provider License. Customer grants Provider a non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and transmit Customer Data solely as necessary to: (a) provide, maintain, and support the Services; (b) comply with applicable law; and (c) generate anonymized, aggregated statistical data that does not identify Customer or any individual ("Aggregated Data"). Provider may use Aggregated Data for product improvement and benchmarking, provided such data cannot reasonably be used to re-identify Customer or any individual. This license terminates upon effective deletion of Customer Data following termination or expiration.

11.5 Feedback. If Customer provides suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to Provider all right, title, and interest in such Feedback. Provider may use, incorporate, and commercialize Feedback without restriction, obligation, or compensation to Customer.

11.6 Customizations.

☐ Custom developments created under this Order Form shall be owned by Provider, with a perpetual, irrevocable, non-exclusive, royalty-free license to Customer for internal use.

☐ Custom developments shall be owned by Customer as a work made for hire (to the extent qualifying under 17 U.S.C. § 101) or by written assignment.

☐ Custom developments shall be jointly owned, with each party retaining the right to use and exploit without accounting to the other.

Delaware IP Practice Note. Unlike California (Lab. Code § 2870), Delaware imposes no statutory restriction on employer or contractor invention-assignment agreements. Delaware courts enforce broad IP assignment provisions consistent with the state's freedom-of-contract principles. The work-for-hire doctrine is governed by federal copyright law and is limited to nine enumerated categories (17 U.S.C. § 101; Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989)). Where the desired scope exceeds work-for-hire eligibility, a written assignment executed for adequate consideration is the preferred mechanism.

12. CONFIDENTIALITY

12.1 Obligations. Each party shall: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to its employees, contractors, advisors, and agents who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein; and (c) not use Confidential Information for any purpose other than the performance of its obligations or exercise of its rights under this Order Form.

12.2 Pricing Confidentiality. All pricing, fee schedules, discount structures, and commercial terms set forth in this Order Form constitute the Confidential Information of both parties and shall not be disclosed to any third party without the Disclosing Party's prior written consent.

12.3 Publicity. Provider shall not use Customer's name, logo, or trademarks in any press release, case study, marketing material, or customer list without Customer's prior written consent.

12.4 Exclusions. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available without breach of this Order Form; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is rightfully received from a third party without restriction. A Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and cooperates with the Disclosing Party's efforts to obtain protective treatment.

12.5 Survival. Confidentiality obligations shall survive termination or expiration of this Order Form for a period of three (3) years, except that obligations with respect to trade secrets shall continue for so long as such information qualifies as a trade secret under applicable law.

13. AUDIT RIGHTS

13.1 Scope. Customer (or an independent third-party auditor selected by Customer and reasonably acceptable to Provider) may audit Provider's compliance with its security, data protection, and DPDPA obligations under this Order Form not more than once per twelve (12) month period. Customer shall provide Provider with at least thirty (30) days' prior written notice of any such audit.

13.2 Procedures. Audits shall be conducted during Provider's normal business hours in a manner that does not unreasonably interfere with Provider's operations. Provider shall make available relevant records, personnel, and systems access as reasonably necessary to conduct the audit. The auditor shall execute a non-disclosure agreement with Provider prior to the commencement of the audit.

13.3 Costs. Customer shall bear the costs of the audit, except that if the audit reveals a material non-compliance by Provider with its obligations under this Order Form, Provider shall bear the reasonable costs of the audit and shall promptly remediate the non-compliance at its own expense.

13.4 SOC Reports. In lieu of an on-site audit, Provider may, at its election, make available its most recent SOC 2 Type II report and any bridge letters, provided that such report covers the controls relevant to the audit scope.

14. FORCE MAJEURE

14.1 Excused Performance. Neither party shall be liable for any delay or failure in performance resulting from a Force Majeure Event, provided that the affected party: (a) provides written notice to the other party within five (5) days of becoming aware of the Force Majeure Event, describing the event and its expected duration; (b) uses commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (c) resumes performance promptly upon cessation of the Force Majeure Event.

14.2 Payment Obligations. Force Majeure shall not excuse Customer's payment obligations for Services already rendered or for periods during which Services were available to Customer notwithstanding the Force Majeure Event.

14.3 Extended Force Majeure. If a Force Majeure Event continues for a period exceeding ninety (90) consecutive days, either party may terminate this Order Form upon thirty (30) days' written notice. In such event, Provider shall refund to Customer any prepaid fees allocable to the period following the effective date of termination.

15. PROFESSIONAL SERVICES

If Customer does not provide written acceptance or rejection within the acceptance period, the deliverable shall be deemed accepted. If Customer rejects a deliverable, Customer shall provide written notice specifying the non-conformance in reasonable detail, and Provider shall have [____] business days to cure. If Provider fails to cure after [____] rounds of rejection and resubmission, Customer may terminate the applicable SOW without further liability.

16. CUSTOMER CONTACTS

All formal notices under this Order Form shall be delivered to the Legal / Notices Contact via ☐ certified mail, return receipt requested ☐ nationally recognized overnight courier ☐ email with read receipt confirmation, and shall be deemed received upon actual receipt.

17. SPECIAL TERMS / EXCEPTIONS

☐ No special terms or exceptions apply to this Order Form.

☐ The following special terms or exceptions apply and, to the extent they conflict with the Master Agreement, shall control for this Order Form only:

1. [________________________________]
2. [________________________________]
3. [________________________________]

18. ORDER OF PRECEDENCE

In the event of any conflict or inconsistency between the documents comprising the parties' agreement, the following order of precedence shall apply (highest priority first):

1. This Order Form (including any Special Terms / Exceptions in Section 17)
2. Data Processing Addendum / Security Addendum
3. The Master Agreement
4. Service Level Agreement
5. Statements of Work
6. Support Terms and Documentation

Each document is incorporated herein by reference. To the extent a provision in a lower-priority document provides additional terms that do not conflict with a higher-priority document, such additional terms shall remain in full force and effect.

19. DELAWARE-SPECIFIC PROVISIONS

19.1 Governing Law. This Order Form and all claims and disputes arising out of or relating to it (including tort and statutory claims) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws principles that would cause the application of the laws of any other jurisdiction. Pursuant to 6 Del. C. § 2708, the parties agree that: (a) this Order Form involves consideration of not less than $100,000; (b) the selection of Delaware law shall be conclusively presumed to bear a significant, material, and reasonable relationship with the State of Delaware; and (c) the parties consent to the jurisdiction of the Delaware courts and may be served with legal process in accordance with Delaware law.

19.2 Forum Selection and Venue. Any action or proceeding arising out of or relating to this Order Form shall be brought exclusively in the courts of the State of Delaware or the United States District Court for the District of Delaware. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection based on inconvenient forum or lack of personal jurisdiction.

☐ Court of Chancery. The parties consent to the exclusive jurisdiction of the Delaware Court of Chancery for any action seeking equitable relief, including injunctive relief, specific performance, or declaratory judgment.

☐ Superior Court / CCLD. The parties consent to the jurisdiction of the Delaware Superior Court, including its Complex Commercial Litigation Division ("CCLD"), for any action seeking monetary damages at law.

☐ Federal Court. Where federal subject-matter jurisdiction exists (diversity or federal question), the parties consent to the jurisdiction of the United States District Court for the District of Delaware.

Delaware Forum Practice Note. The Delaware Court of Chancery is a court of equity that sits without a jury and is widely regarded as the nation's preeminent forum for commercial disputes. It has jurisdiction over equitable claims (injunctions, specific performance, declaratory judgment) but does not award punitive damages or conduct jury trials. The Superior Court's Complex Commercial Litigation Division (CCLD), established in 2010, is available for cases involving $1,000,000 or more in dispute and provides specialized handling of complex business disputes at law, including jury trials and punitive damages. Practitioners should select the forum best suited to the client's anticipated dispute-resolution posture: Chancery for equitable remedies and expedited proceedings; CCLD for damages claims and jury trial availability; federal court where diversity or federal-question jurisdiction exists.

19.3 Implied Covenant of Good Faith and Fair Dealing. The parties acknowledge that Delaware law implies a covenant of good faith and fair dealing in every contract, which operates as a gap-filling doctrine to prevent a party from engaging in arbitrary or unreasonable conduct that has the effect of preventing the other party from receiving the fruits of the bargain. See Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434 (Del. 2005). This covenant may not be eliminated by contract, although express contractual provisions may define the scope of the parties' reasonable expectations.

19.4 Deceptive Trade Practices. Each party represents and warrants that it has not and shall not engage in any deceptive trade practice as defined under the Delaware Deceptive Trade Practices Act (6 Del. C. § 2532) in connection with the marketing, sale, or provision of the Services. The parties acknowledge that the DTPA addresses unfair interference in horizontal business relationships and does not create a private right of action for damages; however, injunctive relief may be available. Nothing in this Section limits either party's rights or remedies under the Master Agreement.

19.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ORDER FORM OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER IS KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY MADE BY EACH PARTY AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER PARTY NOR ANY PERSON ACTING ON BEHALF OF THE OTHER PARTY HAS MADE ANY REPRESENTATION OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT.

19.6 Statute of Limitations. Pursuant to 10 Del. C. § 8106, the statute of limitations for actions arising out of this Order Form shall be:

☐ The default three (3) year period under 10 Del. C. § 8106(a).

☐ [____] years, as expressly agreed by the parties pursuant to 10 Del. C. § 8106(c) (applicable to contracts involving at least $100,000; maximum twenty (20) years).

19.7 Delaware Business Entity Acknowledgment. Each party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, that it is qualified to do business in each jurisdiction where the nature of its activities requires such qualification, and that it has all necessary corporate or equivalent power and authority to execute, deliver, and perform its obligations under this Order Form.

20. ELECTRONIC SIGNATURES

The parties agree that this Order Form and any related documents, amendments, or ancillary agreements may be executed by electronic signature, which shall be deemed as valid and binding as an original handwritten signature. Electronic signatures are legally recognized and enforceable under:

(a) The Delaware Uniform Electronic Transactions Act (6 Del. C. §§ 12A-101 to 12A-117), which provides that: (i) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form (6 Del. C. § 12A-107); (ii) the Delaware UETA applies only to transactions between parties each of which has agreed to conduct transactions by electronic means (6 Del. C. § 12A-105); and (iii) Delaware courts have non-exclusive jurisdiction over disputes arising under the Act (6 Del. C. § 12A-117).

(b) The Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001–7031), which provides that a signature, contract, or other record relating to a transaction may not be denied legal effect solely because it is in electronic form.

This Order Form may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be equally effective as delivery of a manually executed counterpart.

21. SIGNATURES

By executing this Order Form, each party represents and warrants that: (a) the individual signing on its behalf is duly authorized to bind such party; (b) such party has read, understands, and agrees to be bound by the terms and conditions set forth herein and in the Master Agreement; and (c) execution of this Order Form has been duly authorized by all necessary corporate or equivalent action.

PROVIDER:

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Email: [________________________________]

CUSTOMER:

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Email: [________________________________]

This Order Form, together with the Master Agreement and all attachments, exhibits, schedules, and documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. No modification or amendment to this Order Form shall be effective unless in writing and signed by authorized representatives of both parties. In the event of any conflict between this Order Form and any purchase order, acknowledgment, or other business form issued by either party, the terms of this Order Form shall prevail.

Sources and References

• Delaware Uniform Electronic Transactions Act: 6 Del. C. §§ 12A-101 to 12A-117
• Delaware Computer Security Breaches Act: 6 Del. C. § 12B-101 et seq.
• Delaware Personal Data Privacy Act (DPDPA): H.B. 154, 152nd Gen. Assemb. (eff. Jan. 1, 2025)
• Delaware Choice-of-Law Statute: 6 Del. C. § 2708
• Delaware Deceptive Trade Practices Act: 6 Del. C. § 2532
• Delaware Statute of Limitations: 10 Del. C. § 8106
• Delaware Gross Receipts Tax: 30 Del. C. § 2301 et seq.
• Dunlap v. State Farm Fire & Cas. Co., 878 A.2d 434 (Del. 2005)
• Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989)
• E-SIGN Act: 15 U.S.C. §§ 7001–7031
• Copyright Act: 17 U.S.C. § 101 et seq.