Reference Guide

Internal Use - Confidential
4, all U.S. Government end users acquire the software and documentation with only those rights set forth
herein. Contractor/manufacturer of Dell-branded Software and Dell-branded Products is Dell Products
L.P., One Dell Way, Round Rock, Texas 78682.
12.6 Entire Agreement. This CTS, the Schedules and each Order hereunder comprise the complete
statement of the agreement of the parties regarding the subject matter thereof and may be modified only
by written agreement. Pre-printed terms on any Order or any term or condition on a Customer form, have
no legal effect and do not modify or supplement the CTS, even if Supplier does not expressly object to
those terms when accepting a Customer Order. The Schedule(s) and information which are incorporated
by reference (including reference to information contained in a URL or policy) form an integral part of this
CTS.
12.7 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any of its
obligations (other than for the payment of fees) caused by Force Majeure. If such delay or failure lasts
longer than 30 days, then the other party may immediately terminate, in whole or in part, the relevant
Order by giving written notice to the delayed party. “Force Majeure” refers to circumstances beyond a
party’s reasonable control including, without limitation, act of God, war, riot, civil commotion, terrorist acts,
malicious damage, governmental or regulatory actions, accident, breakdown of plant or machinery, local
or national emergency, explosions, fire, natural disasters, severe weather or other catastrophes,
epidemics/pandemics, general import/export/customs process problems affecting supplies to Supplier or
to Customer, shortages in materials, failure of a utility service or transport network, embargo, strike, lock
out or other industrial dispute (whether involving Supplier’s workforce or any other party), or default of
suppliers or subcontractors due to any of the preceding events.
12.8 Assignment and Subcontracting. Neither party shall assign, transfer or novate this CTS, any
Order, or any right or obligation thereunder or delegate any performance without the other party’s prior
written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing: (i)
Supplier may use Affiliates or other qualified subcontractors to perform it obligations hereunder, provided
that the relevant party to the Order shall remain responsible for the performance thereof; and (ii) either
party may assign rights to payments arising under any Order without consent of the other party.
12.9 Independent Contractors. The parties are independent contractors for all purposes under this CTS
and cannot obligate any other party without prior written approval. The parties do not intend anything in
this CTS to allow any party to act as an agent or representative of a party, or the parties to act as joint
venturers or partners for any purpose. No party is responsible for the acts or omissions of any other.
12.10 Third Party Rights. There are no third party beneficiaries to this CTS or any Order under any laws.
12.11 Waiver and Severability. Failure to enforce a provision of this CTS will not constitute a waiver of
that or any other provision of this CTS. If any part of this CTS or an Order is held unenforceable, the
validity of the remaining provisions shall not be affected.
12.12 Notices. The parties will provide all notices under this CTS in writing. Customer must provide
notices to Supplier at the Dell email address on the first page of the CTS.