Common use of Transaction Terms Clause in Contracts

Transaction Terms. All information contained in any Document received by either party as the result of an exchange of information under this Agreement, or otherwise received by either party pursuant to this Agreement, as well as the electronic identification of the parties, shall be kept in strict confidence and not disclosed by the recipient of the confidential information to any unauthorized third party without the express written consent of the disclosing party (unless disclosure of such information is required by law). This Agreement is executed by the parties to evidence their mutual intent to create binding purchase and sale obligations pursuant to the electronic transmission and receipt of Documents. Any Document properly transmitted pursuant to this Agreement shall be considered a “writing” or “in writing”; and any such Document when containing, or to which there is affixed, a Signature (“Signed Documents”) shall be deemed for all purposes: (1) to have been “signed;” and (2) to constitute an “original” when printed from electronic files or records established and maintained in the normal course of business. The parties agree not to contest the validity or enforceability of Signed Documents under the provisions of any applicable law relating to whether certain agreements are to be in writing or signed by the party to be bound thereby. Signed Documents, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither party shall contest the admissibility of copies of Signed Documents under either the business records exception to the hearsay rule or the best evidence rule on the basis that the Signed Documents did not originate or were not maintained in documentary form. The conduct of the parties pursuant to this Agreement shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of this Agreement and any Transaction.