Corporate Responsibility
We continue to raise the bar for ourselves, making greater strides in corporate responsibility and leveraging our technology leadership to address social and environmental challenges. We require our suppliers to do the same by reporting on responsible labor practices, responsible minerals and chemicals, and environmental footprint.
General Corporate Responsibility Information
Supplier Diversity & Inclusion
Our supplier diversity & inclusion program contributes significant value to our supply chain and is increasingly important to our greater ecosystem, including our customers. Broadening the competitive landscape as we work with suppliers has enabled us to identify new suppliers that were not on our radar previously. Our diverse owned supply base is known for being agile, collaborative, and innovative, providing noteworthy overall value.
Message from Intel Leaders
“Innovation is key to advancing the semiconductor industry, and we believe that diversity is a crucial element to bringing the best ideas to light. Our supplier diversity program is a differentiator and makes our value chain more agile, resilient, and trusted at a time when sustainable chip manufacturing is in high demand. As we continue to expand our global footprint to support our customers, we can positively impact communities around the world through engaging new diverse leaders and their companies.”
-Keyvan Esfarjani, Executive Vice President, Chief Global Operations
“The foundation of a resilient and sustainable semiconductor supply chain is a strong and vibrant supplier ecosystem. Our supplier diversity and inclusion program has expanded the breadth of our value chain, enabling Intel to grow our manufacturing footprint, presence, and impact around the world to benefit all our customers that are increasingly in need of compute and AI. Achieving $1.6B in spends with diverse-owned businesses in 2023 highlights our continued commitment to the communities in which we operate and progress towards our goal of building a more representative and equitable technology industry. “
- Frank Sanders, Corporate Vice President and General Manager of Global Supply Chain Operations
Working with diverse-owned suppliers generates greater innovation and value within our global supply chain and the communities in which we operate. Inclusion of diverse-owned suppliers continues to be built into our operations and outlined in our Supplier Diversity Policy.
Read more on this bold goal and others here and in Intel’s annual Corporate Responsibility Report.
Diverse-owned businesses may see increased visibility as we work to create more opportunities for them. The first step is to get certified. We recognize a diverse supplier certified as being 51% owned and operated by a person in any of these categories: women, minority, veteran/service disabled, LGBT, and people with disabilities.
Get certified by industry-recognized, certification agencies.
Examples include:
- Disability: IN
- Jasmine: Women enterprise in Israel
- Minority Supplier Development China (MSD China)
- Minority Supplier Development United Kingdom (MSDUK)
- National Gay and Lesbian Chamber of Commerce (NGLCC)
- National Minority Supplier Development Council (NMSDC)
- National Veteran’s Business Development Council (NVBDC)
- WEConnect International
- Women’s Business Enterprise National Council (WBENC)
Benefits of Certification (vary by entity)
- Inclusion in a database managed by the certifying entity, which member corporations access to identify potential suppliers.
- Access to listings of supplier diversity and procurement executives at hundreds of major U.S. corporations and federal, state, and local government entities.
- Access to mentoring, education, and capacity development offered by the certification agencies.
- Promotion opportunities in national business fairs and conferences.
- A network of support and advocacy.
How Our Non-Diverse Suppliers Create Inclusion
We have integrated requirements for including diverse suppliers into our supplier bidding, selection, and management processes, and in our EPIC (Excellence, Partnership, Inclusion, and Continuous Improvement) award. We apply these expectations and requirements to tier 1 suppliers, and we also expect our non-diverse suppliers to report their own spending with diverse-owned suppliers and subcontractors.
You can help us achieve our diversity goals in these ways:
- Contact your Intel procurement representative for reporting expectations and guidelines
- Report your spending with diverse-owned subcontractors related to Intel work
- Ensure that those diverse-owned subcontractors are certified through an industry-recognized certification agency
- Mentor diverse suppliers
- Join Intel at an event to recruit diverse suppliers
Quick start guide to create your own supplier diversity program
Supplier Program to Accelerate Responsibility & Commitment (SPARC)
SPARC is a collaborative and proactive initiative designed to help our suppliers build internal capacity around corporate responsibility through rigorous commitments to compliance, transparency, and capability-building. It is the umbrella under which we drive all supplier sustainability requirements. Linked pages below have more information on impacted suppliers, program requirements, and additional resources.
Chemical Management
Suppliers of chemical and gases for new HVM materials are expected to submit completed Green Chemistry Screening results for all ingredients of new HVM candidate materials and Alternative Assessments for high risk ingredients per Intel’s Green Chemistry Criteria.
Environmental Sustainability
Intel has high supplier expectations associated with environmental performance and transparency. Intel is participating in CDP’s Supply Chain programs in the areas of climate change and water security and will request key suppliers participate in CDP’s annual questionnaire. In support of our Net Zero commitments, Intel is also requesting suppliers to set aggressive Climate goals and document them through a provided survey. Other aspects of Intel’s environmental sustainability program include Involvement with the Institute of Public and Environmental Affairs Green Supply Chain Program and the Supplier Sustainability Scorecard
Human Rights Due Diligence/Responsible Labor
As a member of the Responsible Business Alliance (RBA), Intel is committed to conformance to the RBA Code of Conduct. This conformance expectation extends to its suppliers. Intel suppliers are expected to know and understand how the RBA assesses conformance to the Code of Conduct, including Responsible Labor practices, and to ensure that their own operations as well as those of their Suppliers, Labor Agents and Subcontractors are conformant to the RBA Code of Conduct.
Most Favored Customer
Suppliers with an MFC / preferred pricing clause may be required to participate in a 3rd party assessment, self-assessment, and/or a survey of contract compliance. Suppliers will be contacted directly as warranted.
Responsible Leaders Program
Intel understands that working with fellow travelers driving innovative sustainability leadership brings new innovation and ideas to our business. Intel created the Responsible Leadership Program to improve collaboration efforts and recognize our fellow travelers who drive exceptional, responsible sustainability leadership. Learn about our Responsible Leadership Program and policies.
Responsible Minerals
All suppliers who provide Intel products or materials that are included in Intel’s end customers products are expected to comply with Intel’s Responsible Minerals Sourcing Policy. For additional resources, the Responsible Business Alliance offers a course through its E-Learning platform on Conflict Minerals. For these resources and more general information on Responsible Sourcing and Intel's policies, click the link below.
Security & Privacy
Intel suppliers who have access to Intel facilities, networks, information systems, handle Intel Data or have custody of Intel hardware assets, are required to comply with the Information Security Addendum in the Supplier Handbook, and where applicable, certain privacy or government regulatory requirements. Programs can include: Supplier Information Security Risk Assessments, Offshore Development Center (ODC) Audits, SecurityScorecard™ security monitoring, privacy regulatory compliance requirements for personal data transfers, and other government regulatory requirements for Federal Communications (FCC), National Defense Authorization Act (NDAA) and Executive Orders.
Intel Material Suppliers EHS Expectations Training
Training materials that outlines EHS expectations of chemical/material suppliers to Intel.
Material Selection Guideline
Information on prohibited, restricted, or discouraged chemical selections.
Supplier Chemical Substance Regulatory Requirements
Geo-specific registration requirements.
GHS Communications
Information about GHS (U.N. Globally Harmonized System of Classification and Labeling of Chemicals) and Intel's expectations.
Chemical Container Label Updates
Obtain Level 5 Whitepaper from Intel supplier contact. Questions or comments should be directed to: supply.chain.sustainability.regulatory.group@intel.com
Policies
Intel holds the many suppliers with whom we do business accountable for operating with the same high standards that we expect of ourselves and to adhere to Intel’s policies referenced in the terms of our agreements.
Read Intel's Anti-Corruption Expectations for Business Partners
Notification of Equal Employment Opportunity/Affirmative Action Obligations
Intel is an equal opportunity employer and federal contractor or subcontractor. Consequently, Intel and suppliers with whom Intel does business agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identify or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identify, national origin, protected veteran status or disability. Intel and its suppliers also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor law.
IT Security Policies
IT Information Security has supplier requirements within the Supplier Compliance Handbook which are used to set the baseline supplier information security expectations and assess suppliers who are managing information on behalf of Intel.
- All suppliers managing information on behalf of Intel must meet the minimum requirements outlined in the Intel Information Security Addendum (ISA), and as applicable in the ISA Appendix A for Cloud Security or the ISA Appendix B for Offshore Development Centers (ODC).
- Depending on information submitted during the risk assessment, additional documents and questionnaires may be required, such as the Intel PCI (Payment Card Industry) Addendum.
Intel's Expectations
We track our spending with contracted diverse-owned suppliers and we expect that our non-diverse suppliers report their spending with diverse-owned businesses
Reporting Guidelines
A diverse tier 1 supplier is a business 51% owned and operated by a U.S. veteran/disabled veteran, woman, minority, LGBT, or disabled person who Intel awards a contract. Tier 2 suppliers are the next level in the supply chain—they are hired or awarded a contract from a tier 1 supplier.Intel collects available diversity data related to our supply chain including certified, classified, tier 1 and tier 2 metrics and both direct and indirect spending.
We track all of this data to understand changes over time and ensure that we continue to cultivate diversity within the technology industry. Our Aim is to drive economic empowerment within diverse communities in a meaning-ful,data-driven way.
We ask that our suppliers report data that we may not report publicly. However, we value this data as a tool to continuously improve our supplier diversity program and to create a more inclusive supply chain. We request the following data from our suppliers:
- Indirect diverse supplier spending, both classified1 and certified2
- Direct diverse supplier spending, both classified and certified
Tier 1, also known as prime, suppliers should report their spending with diverse suppliers via Intel’s third party service provider. The third party will coordinate the reporting, provide training and necessary support to the reporting supplier. They will validate the diverse status of the reported suppliers. To begin reporting, please contact your representative or Intel commodity manager.
Through Intel’s Diversity Report, published bi-annually on Intel's corporate responsibility page, we report our aggregate spending with certified suppliers only. We do not disclose names of our suppliers or our tier 2 suppliers.The publicly disclosed spending includes the following:
- Tier 1 spending with certified suppliers
- Tier 2 direct3 spending with certified suppliers
Diverse suppliers must be certified by the end of the calendar year in which the spending is being measured to be counted in that year.
1A classified supplier is identified as diverse-owned but has not been through a certification process by a third-party organization to validate and vet the classification of the business enterprise. Spending with classified suppliers is not attributed to Intel’s supplier diversity goals because these suppliers have not been audited by a third party to ensure their validity as a diverse company.
2A certified supplier worked with a third-party certifying agency to get an industry-recognized certification as a diverse business enterprise.
3Direct spending is payment for the work of a diverse tier 2 supplier that can be tracked to a purchase order or contract from Intel.
Product Compliance
Intel sets high environmental standards for its products and requires that its suppliers and outsource manufacturers enable similar environmental performance.
Notice. If you are experiencing any technical issues with Environmental Compliance Portal, please submit On-line Support or contact your Intel Supplier Manager.
Login to the Environmental Compliance Portal to view parts data, complete the conformance statement to Intel's Environmental Product Content spec, upload or generate declaration form.
Intel Environmental Product Content Specification
Intel Environmental Product Content Specification 18-1201
This specification identifies substances that should not be contained in materials, parts, components or products supplied to Intel. Suppliers are required to fill out a one-time per supplier "EPC Spec Conformance" form for each revision of the specification.
Intel's Expectations
- Suppliers are required to provide a material declaration form for each part, product or product family supplied to Intel, which includes disclosures for RoHS, REACH, Low Halogen and other requirements as necessary.
- Suppliers are required to submit full material disclosure (FMD) according to IPC 1752A Class-D standard for products such as integrated circuits and articles used to assemble integrated circuits; suppliers can submit material declaration according to IPC 1752A Class-C or IEC 62474 standard for products such as board and system.
- Suppliers are required to submit material declaration collaterals through Intel’s Environmental Compliance Portal; link to the portal is also provided in the EC data request email notifications to suppliers.
Environmental Compliance Portal
To complete or upload an environmental declaration, please sign into our Environmental Compliance Portal.
- For more information on how to request access and the necessary information of Intel’s Environmental Product Content requirements, data collection process, and tools and forms used for materials declarations, please refer to the Supplier Training Document and How to Use the Material Disclosure Form (MDF).
- Supplier Training Document Outline:
- Module 1: Overview
- Module 2: Supplier Portal Access
- Module 3: Intel’s Environmental Product Content (EPC) Specification
- Module 4: Material Declaration Submission
- Module 5: Submitting an Online Support Ticket
Accepted Reporting Formats
- Material Disclosure Form (MDF) is an Intel-provided Excel form designed according to the IPC 1752A data exchange standard.
- Intel accepts reporting formats in either an IPC 1752A XML file generated from a 3rd party tool that has been certified by IPC or IEC 62474 XML file that conforms to the standard. Please be advised that Intel no longer accepts the IPC 1752-2 v1.1 PDF and declarations made by the Intel online “Material Content Declaration (MCD) tool.
Industry Standards
- IPC 1752A is the material declaration standard published by Institute of Printed Circuits (IPC) for companies in the supply chain to share information on materials in products. IPC 1752A with Amendments 1 & 2 can be downloaded by visiting https://shop.ipc.org/search?global_search_fulltext=1752A.
- IPC provides a list of 3rd party XML solution providers
- IEC 62474 is standard material data exchange form for products of the electrical and electronics industry published by the International Electrotechnical Commission (IEC) TC 111 Environmental Standardization Committee. Find out more about IEC TC111. IEC 62474 compliant format material declaration tool is provided inside Intel's Environmental Compliance Portal.
Product Safety Reporting
The safety and quality of our products is a top priority. Intel integrates safety into all aspects of our business: from the development of our products, through our supply chain and manufacturing, to the commercial and consumer use of our products. Any Intel supplier or vendor whose product is being used by or is integrated into Intel's product, as well as any ODM who manufactures product for Intel, who learns of a product safety issue must immediately report it within 24 hours at productsafety@intel.com. Supplier, vendor, or ODM failure to report may result in corrective action, including termination of the supplier, vendor, or ODM relationship. No product should be shipped or sold unless it complies with all applicable regulations and safety standards.
Contacts
Supplier Portal login assistance Supplier Site Registration.
Environmental Compliance Portal questions: please submit ticket for On-line Support or contact your Intel Supplier Manager.
Terms of Use
BELOW ARE THE TERMS UNDER WHICH INTEL OFFERS THE CONTENT, APPLICATIONS AND SERVICES AVAILABLE VIA SUPPLIER.INTEL.COM (THE “SERVICES”). USE OF THE SERVICES INDICATES ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW.
- CONTRACTING ENTITY
"Intel" means the Intel-related corporate entity with which Company does business. For example, if Company purchases products from Intel Americas, Inc., then this agreement is between such entity and Company. Such Intel entity can assign its rights or delegate its duties under this agreement, in whole or in part, to Intel Corporation or any Intel Corporation subsidiary worldwide at any time. "Company" means the business entity on whose behalf individual users access the Services. Individual users represent that they are authorized to act on behalf of such entity and bind such entity to these Terms. - RELATIONSHIP TO OTHER AGREEMENTS
These Terms of Use (the "Terms") do not modify any pre-existing agreement between Company and Intel, except as expressly set forth below. These Terms of Use supersede any Intel Business Link Password Use Agreement signed between the Company and Intel. If, after Company's acceptance of these Terms, Company and Intel enter into any other written agreement which directly conflicts with any terms herein, the conflicting terms of the later agreement will govern. - AMENDING THESE TERMS
Intel may choose to amend the Terms (for example, in order to address legal issues posed by a new application on the site); we thus reserve the right to amend these Terms at any time, by posting the amended terms on our site. We will make reasonable efforts to notify Company of such posting, such as by e-mail or with a notice when they log on to the site. The amended terms will automatically be effective 30 days after they are initially posted on our site; continued use of the Site after such period will indicate acceptance of such amended terms. These Terms may not be otherwise amended except in a writing signed by an officer of the appropriate Intel contracting entity (see Section 1 above). The Terms, including all amendments thereto, will always be limited in scope to issues directly related to use of the Services. These Terms were last revised in September 10, 2004. - ACCOUNT MANAGEMENT
Intel will assign and maintain unique Company IDs and passwords for each of Company's authorized users. Company will be responsible for the acts and omissions of its users. Company will ensure that its users do not disclose their passwords to any other individual, and will ensure that its users use all reasonable efforts to comply with Intel's requirements for Protection of Information Assets (as defined in any agreement executed between Intel and Company, or otherwise communicated to Company by Intel).. Company must immediately notify Intel if Company determines or suspects that any password has been compromised, or if it becomes aware of any other security-related problem with the Services. Company will permit its individual users to access the Services only if they are authorized to do so by Company and only to conduct Company business. Company will use commercially reasonable efforts to comply with Intel's published Company account management policies, per the processes and requirements through which Company accessed IBL and the services. - CONFIDENTIALITY AND INTELLECTUAL PROPERTY
- Applicability of CNDA
If Company has executed a Corporate Non-Disclosure Agreement (CNDA) or similar non-disclosure agreement with Intel, then such agreement will govern the disclosure of Confidential Information (as defined in the applicable agreement) by either party via the Services. If Company has not executed a CNDA or similar agreement with Intel, then Company hereby agrees that in connection with the Services the terms of the Intel Corporation standard CNDA will apply between Intel and Company. In either case, Company and Intel hereby additionally agree that (i) if not already so provided in an applicable agreement, information disclosed by either party via the Services that is marked "confidential," "proprietary," "secret" or with a similar legend will be deemed Confidential Information of the disclosing party, and (ii) the following types of information disclosed by Intel via the Services will be deemed the Confidential Information of Intel, even if the information is not marked "confidential" or with a similar legend: non-public information about products, schedules, requirements, forecasts, quality, safety, inventory, order and payment status; any information about or relating to other companies with which Intel does business; any personally identifiable data and all Intel-issued passwords and related security information. Company also agrees any Intel Secret or Intel Restricted Secret information, as defined by the Intel CNDA or RSNDA signed between the parties, noted as such and distributed over the Services, shall be subject to the terms of such CNDA or RSNDA. - Third Party Confidential Information
The Services may permit parties to intentionally disclose information in a forum where third parties will be exposed to such information (e.g., in a multi-party collaboration forum). Company agrees if a third party discloses information marked confidential or with a similar legend, Company will use such information only for the limited purpose for which it was disclosed and will not disclose such information to any additional parties. Absent express agreement, Company will retain no intellectual property rights in any information disclosed by such third party. The disclosing third party will be a third party beneficiary of these Terms only in connection with this Section 5(b). Intel will have no liability whatsoever to Company or to any disclosing third party in connection with this provision. Company acknowledges it discloses information to third parties via the Services entirely at its own risk. - Collaboration Tools and Intellectual Property Rights
Online collaboration tools may be offered as part of the Services. Intel and Company may execute a collaboration agreement, and the terms of such an agreement will supersede the terms in this Section. Absent such an agreement, the following terms apply in connection with use of such collaboration tools: (i) in accordance with the terms of the non-disclosure agreements between the parties, no intellectual property licenses are granted in connection with Confidential Information; (ii) in connection with information or technology that is not deemed Confidential Information, if Company expressly communicates to Intel that Company claims patent, copyright, or other intellectual property rights in such information or technology, then no intellectual property licenses are granted in connection with such information or technology (unless otherwise expressly agreed); and (iii) if neither (i) nor (ii) apply, and Intel incorporates information or technology disclosed or contributed by Company into an Intel product or service, then Company hereby grants Intel an irrevocable, fully-assignable, royalty-free license to use, make (or have made), sell (or have sold), reproduce, distribute, display, perform and modify such information or technology solely in connection with such product or service, and to permit others to exercise such rights in connection with the distribution or provision of any such product or service. Further, in the event that Company and Intel are deemed to have created a "joint work" or similar jointly-owned intellectual property, each party will have the right to independently fully exploit such joint work and neither party will have any duty of accounting to the other whatsoever in connection with such joint work.
- Applicability of CNDA
- SALES OR LICENSE TERMS AND CONDITIONS
In accordance with Section 2, if Intel and Company have executed or do execute a sales or license agreement, such agreement governs all transactions to which it applies. If Company and Intel have not executed an applicable sales agreement or license agreement, however, then any transaction conducted via the Services will be governed by Intel's applicable then-current standard sales terms and conditions, or by Intel Purchase Order ("P.O.") acknowledgement or other terms, or by applicable click wrap or shrink wrap terms and conditions. - PERMITTED AND PROHIBITED USES
Company (including all Company users) may use the Services for the sole purpose of conducting Company-related business with Intel. Company may not use the Services to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal business practices, securities laws and regulations, and laws, rules, and regulations governing the export and re-export of commodities or technical data. Company may not upload or transmit any material that infringes or misappropriates any person's copyright, patent, trademark, or trade secret, discloses via the Services any information which would constitute a violation of a confidentiality obligation, or may be judged defamatory. Company may not analyze or cross-correlate information available via the Services with other sets of data in order to derive any additional information about Intel's internal requirements or non-public product information. Company may not upload any viruses, worms, trojan horses, or other forms of harmful computer code, nor subject Intel's servers to unreasonable traffic loads, or otherwise engage in conduct that Intel deems disruptive to the ordinary operation of the Services. Company agrees to indemnify and hold Intel harmless from and against any and all damages, costs (including reasonable attorneys fees), losses, and liabilities incurred by Intel as a result of any third-party claims, actions, suits, or proceedings arising out of or relating to Company's breach or alleged breach of this Section 7. - SOFTWARE
Intel may provide to Company certain software to assist Company in using the Services ("Services Software"). If Intel does provide such Services Software, upon payment of the applicable license fees, if any, Intel grants Company a nonexclusive, nontransferable, worldwide license to reproduce and internally use the Services Software solely as necessary to access and use the Services in accordance with these Terms. Company may not use the Services Software for any other purpose, nor may Company distribute, modify, decompile, reverse engineer, or otherwise attempt to derive the source code of the Services Software. Company will be solely responsible for obtaining any third party software or hardware necessary to access the Services and for procuring all necessary licenses associated with any such software or hardware. The use or distribution of any other software provided on the Services, shall be governed by the terms provided with such software. - IMPORTANT DISCLAIMERS
- Warranty Disclaimers
In connection with the Services (including any Client Software) Intel disclaims all warranties of any kind, either express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Intel does not guarantee continuous or uninterrupted access to the Services and makes no warranty as to the operation, functionality, or availability of the Services, or that the Services will be error-free, or that any defects in the Services will be corrected. Intel also disclaims all warranties of any kind, express or implied, related to third party performance of the Services, or in support of the Services. - Forecasts
Any forecast data provided in connection with the Services is subject to change without notice at any time and is not a binding commitment. Company acknowledges that Intel's demand is dependent on market conditions and other factors beyond Intel's control, which may result in demand being reduced or eliminated. - Force Majeure
In connection with the Services Intel shall not be responsible for delays or failures in performance resulting from acts or circumstances beyond its reasonable control. - Ability to Modify or Terminate
Intel reserves the right to modify or eliminate all or part of the Services at any time in its sole discretion. Intel reserves the right to terminate or modify access to the Services by Company or any Company user at any time in its sole discretion. Intel will have no liability whatsoever to Company in connection with exercising its rights under this Section 9(d).
- Warranty Disclaimers
- LIABILITY LIMITATIONS
Except in connection with a breach of Section 5 of these Terms, in no event will either party be liable to the other under any contract, negligence, strict liability, or other legal or equitable theory for any special, incidental, indirect, or consequential damages of any kind, including, without limitation, those resulting from interruption of use, loss or corruption of data, or lost profits, whether or not the other party has been advised of the possibility of such damage. Intel will not be liable for any costs incurred by Company for development of Company architecture or applications for the purpose of using the Services. - PRIVACY AND TRADEMARK POLICIES
Personally-identifiable information submitted to Intel via the Services is governed by Intel's Privacy Policy. The trademark-related terms of Intel's Legal Information are hereby incorporated by reference. - GENERAL
If Company and Intel have executed a sales agreement, then any provisions of this Section 12 will be replaced by the directly corresponding provision in such sales agreement. These Terms are governed in all respects by Delaware law, excluding Delaware's conflicts of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods will not apply to these Terms. Except as set forth in section 3, a party may give notice to the other party only in writing at that party's principal place of business, attention of that party's principal legal officer, or at such other address or by such other method as the party shall specify in writing. Notice shall be deemed given upon personal delivery or, if sent by certified mail with postage prepaid, 3 days after the date of mailing. If any provision herein is held to be unenforceable, the remaining provisions will continue in full force without being affected in any way. Further, the parties agree to replace such unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. Section headings are for reference purposes only and do not define, limit, construe or describe the scope or extent of such section. These Terms set forth the entire understanding and agreement of the parties relating to the Services. The waiver of a breach of any provision of this Agreement shall not be construed as a waiver of any other or subsequent breach.