1. Contractor will comply with all requirements of this Purchase Order.
2. If Contractor is a corporation, partnership, limited partnership, limited liability partnership, or limited liability company, it is duly organized, validly existing and in good standing under the laws of the state of its organization and is duly authorized and in good standing to conduct business in the State of Texas.
3. All goods and services covered by this Purchase Order will conform to the specifications, drawings, samples or other descriptions furnished or adopted by UTP (collectively “specifications“), and will be new, merchantable, fit for the purpose intended, of best quality and workmanship, and free from all defects. UTP will have the rights of inspection and approval and may reject and return goods or require reperformance of services at Contractor’s expense if defective or not in compliance with UTP’s specifications. Defects will not be deemed waived by UTP’s failure to notify Contractor upon receipt of goods or completion of services or by payment of invoice.
4. No disclosure, description, or other communication of any sort will be made by Contractor to any third person of the fact of UTP’s purchase of goods or services under this Purchase Order, or of the details and characteristics of the goods or services, without UTP’s prior written consent. Anything furnished to Contractor by UTP pursuant to this Purchase Order including samples, drawings, patterns, and materials will remain the property of UTP, will be held at Contractor’s risk, and will be returned to UTP upon UTP’s request, and no disclosure or reproduction thereof in any form will be made without UTP’s prior written consent.
5. Contractor is familiar with and is in full compliance with its obligations, if any, under all applicable federal, state and local, laws, regulations, and ordinances (collectively, “Applicable Laws“).
6. All goods delivered or services provided pursuant to this Purchase Order will conform to standards established for such goods and services by all Applicable Laws, including those standards promulgated by the federal Occupational Safety and Health Administration (OSHA).
7. Contractor is familiar with and in full compliance with the Texas Hazard Communication Act and will provide either (1) a Material Safety Data Sheet (“MSDS“) for each product Contractor, its employees, agents or subcontractors brings on UTP’s premises, or (2) a statement of exemption if the product is not covered by the Texas Hazard Communication Act.
8. Use or sale of any goods delivered under this Purchase Order, except (with respect to patents) goods produced to UTP’s detailed design, will not infringe any adverse valid patent, copyright, trademark or other intellectual property right.
9. The price to be paid by UTP will be that contained in Contractor’s bid or proposal, which Contractor warrants to be no higher than Contractor’s current prices on orders by others for goods or services of the kind covered by this Purchase Order for similar quantities to similar customers under similar conditions. In the event Contractor breaches its warranty, the prices will be reduced to Contractor’s current prices on orders by others or, in the alternative, UTP may cancel this Purchase Order without liability to Contractor.
10. Contractor will make records of Contractor’s costs, reimbursable expenses and payments pertaining to this Purchase Order available to UTP or its authorized representative during business hours and retain those records for four (4) years after final payment or abandonment of the project, unless UTP otherwise instructs Contractor in writing.
11. If this Purchase Order requires Contractor’s presence on UTP’s premises or in UTP’s facilities, Contractor will cause its employees, representatives, agents, and subcontractors to become aware of, fully informed about, and in full compliance with all applicable UTP rules and policies, including those relative to personal health, security, environmental quality, safety, fire prevention, noise, smoking, and access restrictions.
12. Contractor has not given or offered to give, nor does Contractor intend to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Purchase Order.
13. The foregoing representations, covenants, certifications, warranties and agreements will survive acceptance of goods as well as performance of services under this Purchase Order.

All policies (except Workers’ Compensation) will name UTP, the Board, and their officers and employees as Additional Insured. A Waiver of Subrogation in favor of UTP and the Board and thirty (30) day notice of cancellation is required on all policies. Certificates of insurance verifying the foregoing requirements will be provided to UTP prior to commencement of any services under this Purchase Order. Contractor will endorse all policies to require insurance carriers to notify UTP of cancellation, termination, material change, or non-renewal of any policy.

1. Upon written notice to Contractor, UTP may terminate this Purchase Order, in whole or in part, without cause. If UTP terminates without cause, UTP will pay Contractor all reasonable costs incurred up to the date of termination. Under no circumstance will UTP pay Contractor for anticipatory or lost profits.
2. In the event of a material failure by Contractor to perform in accordance with the terms of this Purchase Order (“default“), UTP may terminate this Purchase Order upon ten (10) days’ written notice of termination setting forth the nature of the default; provided that, the default is through no fault of UTP. Termination will not be effective if the default is fully cured by Contractor prior to the end of the ten-day period.