Reference Guide

Internal Use - Confidential
other form, by a Customer or a Customer Affiliate to Supplier or a Supplier Affiliate or vice versa and that:
(i) is marked, accompanied or supported by documents clearly and conspicuously designating such
documents as "confidential", “internal use” or the equivalent; (ii) is identified by the discloser as
confidential before, during or promptly after the presentation or communication; or (iii) should reasonably
be known by the recipient to be confidential. Confidential Information does not include information that is:
(a) rightfully in the receiving party’s possession without prior obligation of confidentiality from the
disclosing party; (b) a matter of public knowledge (or becomes a matter of public knowledge other than
through breach of confidentiality by the other party); (c) rightfully furnished to the receiver by a third party
without confidentiality restriction; or (d) independently developed by the receiver or its Affiliates without
reference to the discloser’s Confidential Information.
10.2 Protection. Each party shall ensure that, where it or one of its Affiliates is the receiver of
Confidential Information hereunder, the receiver shall (a) use Confidential Information of the discloser
only for the purposes of exercising rights or performing obligations in connection with this CTS or any
Order hereunder; and (b) protect from disclosure to any third parties any Confidential Information
disclosed by the discloser.
10.3 Exceptions. Notwithstanding the foregoing, either party and its Affiliates may disclose Confidential
Information (1) to an Affiliate, or to a subcontractor used by Supplier to provide Services under this
Agreement, as long as the Affiliate or subcontractor has a need-to-know and complies with the foregoing;
(2) to either party’s directors, officers, employees, and professional advisors and those of its Affiliates,
and (3) if required by law or regulatory authorities provided the receiver has given the discloser prompt
notice. For the purposes of this clause 10.3, “Affiliates” of Supplier include other members of Dell
Technologies group.
11. Term and Termination of this CTS.
This CTS is effective upon the earlier of an Order or Customer’s acceptance of the CTS and continues
until it is terminated in accordance with this clause. Either party may terminate this CTS for material
breach by the other party if such other party has failed to cure the breach within a reasonable grace
period of no less than 30 days as set forth by the other party in writing. A termination of this CTS shall not
affect any previously placed Orders.
12. General.
12.1 Governing Law; Jurisdiction. The CTS and any Dispute is governed by the laws of the State of
Texas (excluding the conflicts of law rules) and the federal laws of the United States. The U.N.
Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by
law, the state and federal courts located in Texas will have exclusive jurisdiction for any Disputes.
Customer and Supplier agree to submit to the personal jurisdiction of the state and federal courts located
within Travis or Williamson County, Texas, and agree to waive any and all objections to the exercise of
jurisdiction over the parties by those courts and to venue in those courts.
12.2 Trade Compliance. Customer’s purchase of Offerings and access to related technology