|
DocuSign Envelope ID:37AF196F-70A9-40BD-BDE0-4E0A39EC4A40
<br /> GENERAL TERMS AND CONDITIONS
<br /> (SERVICE)
<br /> Agreement; or, (iii) if developed while performing the Services under Article 10:Hazardous Materials Provisions
<br /> this Agreement, where the development of intellectual property for the 10.1 The Services do not indude directly or indirectly performing or
<br /> benefit of the Customer is not expressly identified as an item of Services arranging for the detection, monitoring, handling, storage, removal,
<br /> to be provided to the Customer or where such Services comprised or transportation, disposal or treatment of oil or Hazardous Materials.
<br /> corresponded to an update, improvement, configuration, or Except as disclosed pursuant to this Article, Customer represents that,
<br /> modification of Equipment or Software made in the ordinary course of to its best knowledge, there is no asbestos or any other hazardous or
<br /> business solely to allow such products to interface with any software toxic materials, as defined in the Comprehensive Environmental
<br /> and/or equipment and/or to operate at a site specified by Customer, Response, Compensation and Liability Act of 1980, as amended, the
<br /> (collectively, "Siemens Pre-existing Intellectual Property) that may be regulations promulgated thereunder, and other applicable federal,
<br /> induded in scope provided to the Customer under this Agreement state or local law("Hazardous Materials"), present at Customer's Sites
<br /> shall also remain Siemens' property induding the Siemens Pre- where the Services are performed. Siemens will notify Customer
<br /> existing Intellectual Property included in the Work Product immediately if it discovers or suspects the presence of any Hazardous
<br /> Deliverables. Siemens Pre-existing Intellectual Property is also Material. All Services have been priced and agreed to by Siemens in
<br /> induded in all reports, notes, calculations, data, drawings, estimates, reliance on Customer's representations as set forth in this Article.The
<br /> specifications, manuals, documents, all computer programs, codes presence of Hazardous Materials constitutes a change in this
<br /> and computerized materials prepared by or for Siemens. Agreement whose terms must be agreed upon by Siemens before its
<br /> 9.4 All Work Product Deliverables and any Instruments provided to the obligations hereunder shall continue.
<br /> Customer are for the Customer's use and only for the purposes 10.2 Customer is solely responsible for testing, abating,
<br /> disclosed to Siemens. Siemens hereby grants the Customer a encapsulating, removing, remedying or neutralizing such Hazardous
<br /> royalty-free(once all payments due under this Agreement are paid to Materials, and for the costs thereof. Customer is responsible for the
<br /> Siemens), non-transferable, perpetual, nonexclusive license to use proper disposal of all Hazardous Materials and oil that at any time are
<br /> any Siemens Pre-existing Intellectual Property solely as incorporated present at the Services site in accordance with all applicable federal,
<br /> into the Services and Deliverables (including Work Product state, and local laws, regulations, and ordinances. Even if change
<br /> Deliverables and any Instruments provided to the Customer under this order has been entered into pursuant to this Article, Siemens shall
<br /> Agreement). Under such license, and following agreement to be have the right to stop the Services until the site is free from Hazardous
<br /> bound to confidentiality provisions under this Agreement and/or in Materials. In such event, Siemens shall receive an equitable extension
<br /> accordance with any separate confidentially agreement that may exist of time to complete the Services,and compensation for delays caused
<br /> between the parties, Customer shall have a right to: (a) Use, in object by Hazardous Materials remediation. In no event shall Siemens be
<br /> code form only, the Software that is owned or licensed by Siemens or required or construed to take title, ownership or responsibility for such
<br /> its affiliates and that is either separately deliverable for use in the oil or Hazardous Materials. Customer shall sign any required waste
<br /> Equipment or for use in a computer system owned by the Customer or manifests in conformance with all government regulations, listing
<br /> delivered as firmware embedded in the Equipment ("Software Customer as the generator of the waste.
<br /> Deliverables'); (b) Make and retain archival and emergency copies 10.3Customer warrants that, prior to the execution of this Agreement,
<br /> of such Software Deliverables (subject to any confidentiality it shall notify Siemens in writing of any and all Hazardous Materials
<br /> provisions) except if the Software Deliverable is embedded in the which to Customer's best knowledge are present, potentially present
<br /> Equipment; and, (c) Use all such Equipment, Work Product or likely to become present at the Services site and shall provide a
<br /> Deliverables, and such Instruments, provided however, the copy of any site safety policies, including but not limited to lock-out
<br /> Equipment, Work Product Deliverables, and Instruments shall not be and tag procedures, chemical hygiene plan, MSDSs or other items
<br /> used or relied upon by any third-party, and such use shall be limited to required to be disclosed or maintained by federal, state, or local laws,
<br /> the particular project and location for which the Services are provided. regulations or ordinances.
<br /> 9.5 The Customer shall not transfer the Equipment, Software, Work 10.4 Subject to the pre-audit requirements of the North Carolina
<br /> Product Deliverables, or Instruments to others or use them or permit Local Government Budget and Fiscal Control Act, customer shall
<br /> them to be used for any extension of the Services or any other project indemnify, defend and hold Siemens harmless from and against any
<br /> or purpose,without Siemens'prior express written consent. damages, losses, costs, liabilities or expenses (including attorneys'
<br /> 9.6 Any reuse of Equipment, Software,Work Product Deliverable, or fees)arising out of any oil or Hazardous Materials or from Customer's
<br /> such Instruments for other projects or locations without the written breach of,or failure to perform its obligations under this Article.
<br /> consent of Siemens, or use by any third party will be at the users risk Article 11: Import/Export Indemnity
<br /> and without liability to Siemens; and, the Customer shall indemnify, Customer acknowledges that Siemens is required to comply with
<br /> defend and hold Siemens harmless from any claims, losses or applicable export laws and regulations relating to the sale,
<br /> damages arising therefrom. exportation, transfer, assignment, disposal and usage of the
<br /> 9.7 In consideration of such license, the Customer agrees not to Covered Equipment or Services provided under the Contract,
<br /> reverse engineer any Equipment or Software to reconstruct or induding any export license requirements. Customer shall not, at
<br /> discover any source code, object code, firmware, underlying ideas, any time, either directly or indirectly, use, export, sell, transfer,
<br /> or algorithms of such Equipment or Software even to the extent such assign or otherwise dispose of such Covered Equipment or Services
<br /> restriction is allowable by law. in a manner which will result in non-compliance with such applicable
<br /> 9.8 Customer acknowledges that Siemens, in the normal conduct of export laws and regulations. It shall be a condition of the continuing
<br /> its business, may use concepts, skills and know-how developed performance by Siemens of its obligations hereunder that
<br /> while performing other contracts. Customer acknowledges the compliance with such export laws and regulations be maintained at
<br /> benefit which may accrue to it though this practice, and accordingly all times. CUSTOMER SHALL INDEMNIFY AND HOLD SIEMENS
<br /> agrees that anything in this Agreement notwithstanding, Siemens HARMLESS FROM ANY COSTS, LIABILITIES, PENALTIES,
<br /> may continue, without payment of a royalty, this practice of using SANCTIONS AND FINES RELATED TO THE CUSTOMER'S NON-
<br /> concepts, skills and know-how developed while performing the COMPLIANCE WITH APPLICABLE EXPORT LAWS AND
<br /> Services under this Agreement. REGULATIONS.
<br /> 9.9 Customer acknowledges that all Facilities Data is owned by Article 12: Small Business Concern
<br /> Siemens and may be used by Siemens in a commingled or other Siemens shall adhere to FAR 52.219-8 regarding the "Utilization of
<br /> reasonable manner, provided that such use does not identify Small Business Concerns", as part of its Commercial Small
<br /> Customer or the location(s) of the facility or facilities to which Business Subcontracting Agreement with the federal government.
<br /> Facilities Data pertains. Siemens' policy is to offer small business concerns, including small
<br /> Siemens Industry,Inc.,Building Technologies Division 5 of 6
<br /> For:Orange County
<br />
|