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DocuSign Envelope ID: AD3C76OB- 8590- 44B6- 96E4- CA9154EB7FOF
<br />GENERAL TERMS AND CONDITIONS
<br />(SERVICE)
<br />Agreement; or, (iii) if developed while performing the Services under
<br />this Agreement, where the development of intellectual property for the
<br />benefit of the Customer is not expressly identified as an item of Services
<br />to be provided to the Customer or where such Services comprised or
<br />corresponded to an update, improvement, configuration, or
<br />modification of Equipment or Software made in the ordinary course of
<br />business solely to allow such products to interface with any software
<br />and /or equipment and /or to operate at a site specified by Customer,
<br />(collectively, "Siemens Pre - existing Intellectual Property') that may be
<br />included in scope provided to the Customer under this Agreement
<br />shall also remain Siemens' property including the Siemens Pre-
<br />existing Intellectual Property included in the Work Product
<br />Deliverables. Siemens Pre - existing Intellectual Property is also
<br />included in all reports, notes, calculations, data, drawings, estimates,
<br />specifications, manuals, documents, all computer programs, codes
<br />and computerized materials prepared by or for Siemens.
<br />9.4 All Work Product Deliverables and any Instruments provided to the
<br />Customer are for the Customer's use and only for the purposes
<br />disclosed to Siemens. Siemens hereby grants the Customer a
<br />royalty -free (once all payments due under this Agreement are paid to
<br />Siemens), non - transferable, perpetual, nonexclusive license to use
<br />any Siemens Pre - existing Intellectual Property solely as incorporated
<br />into the Services and Deliverables (including Work Product
<br />Deliverables and any Instruments provided to the Customer under this
<br />Agreement). Under such license, and following agreement to be
<br />bound to confidentiality provisions under this Agreement and /or in
<br />accordance with any separate confidentially agreement that may exist
<br />between the parties, Customer shall have a right to: (a) Use, in object
<br />code form only, the Software that is owned or licensed by Siemens or
<br />its affiliates and that is either separately deliverable for use in the
<br />Equipment or for use in a computer system owned by the Customer or
<br />delivered as firmware embedded in the Equipment ( "Software
<br />Deliverables'); (b) Make and retain archival and emergency copies
<br />of such Software Deliverables (subject to any confidentiality
<br />provisions) except if the Software Deliverable is embedded in the
<br />Equipment; and, (c) Use all such Equipment, Work Product
<br />Deliverables, and such Instruments, provided however, the
<br />Equipment, Work Product Deliverables, and Instruments shall not be
<br />used or relied upon by any third - party, and such use shall be limited to
<br />the particular project and location for which the Services are provided.
<br />9.5 The Customer shall not transfer the Equipment, Software, Work
<br />Product Deliverables, or Instruments to others or use them or permit
<br />them to be used for any extension of the Services or any other project
<br />or purpose, without Siemens' prior express written consent.
<br />9.6 Any reuse of Equipment, Software, Work Product Deliverable, or
<br />such Instruments for other projects or locations without the written
<br />consent of Siemens, or use by any third party will be at the users risk
<br />and without liability to Siemens; and, the Customer shall indemnify,
<br />defend and hold Siemens harmless from any claims, losses or
<br />damages arising therefrom.
<br />9.7 In consideration of such license, the Customer agrees not to
<br />reverse engineer any Equipment or Software to reconstruct or
<br />discover any source code, object code, firmware, underlying ideas,
<br />or algorithms of such Equipment or Software even to the extent such
<br />restriction is allowable by law.
<br />9.8 Customer acknowledges that Siemens, in the normal conduct of
<br />its business, may use concepts, skills and know -how developed
<br />while performing other contracts. Customer acknowledges the
<br />benefit which may accrue to it though this practice, and accordingly
<br />agrees that anything in this Agreement notwithstanding, Siemens
<br />may continue, without payment of a royalty, this practice of using
<br />concepts, skills and know -how developed while performing the
<br />Services under this Agreement.
<br />9.9 Customer acknowledges that all Facilities Data is owned by
<br />Siemens and may be used by Siemens in a commingled or other
<br />reasonable manner, provided that such use does not identify
<br />Customer or the location(s) of the facility or facilities to which
<br />Facilities Data pertains.
<br />Siemens Industry, Inc., Building Technologies Division
<br />For: Orange County
<br />Article 10: Hazardous Materials Provisions
<br />10.1 The Services do not include directly or indirectly performing or
<br />arranging for the detection, monitoring, handling, storage, removal,
<br />transportation, disposal or treatment of oil or Hazardous Materials.
<br />Except as disclosed pursuant to this Article, Customer represents that,
<br />to its best knowledge, there is no asbestos or any other hazardous or
<br />toxic materials, as defined in the Comprehensive Environmental
<br />Response, Compensation and Liability Act of 1980, as amended, the
<br />regulations promulgated thereunder, and other applicable federal,
<br />state or local law ( "Hazardous Materials "), present at Customer's Sites
<br />where the Services are performed. Siemens will notify Customer
<br />immediately if it discovers or suspects the presence of any Hazardous
<br />Material. All Services have been priced and agreed to by Siemens in
<br />reliance on Customer's representations as set forth in this Article. The
<br />presence of Hazardous Materials constitutes a change in this
<br />Agreement whose terms must be agreed upon by Siemens before its
<br />obligations hereunder shall continue.
<br />10.2 Customer is solely responsible for testing, abating,
<br />encapsulating, removing, remedying or neutralizing such Hazardous
<br />Materials, and for the costs thereof. Customer is responsible for the
<br />proper disposal of all Hazardous Materials and oil that at any time are
<br />present at the Services site in accordance with all applicable federal,
<br />state, and local laws, regulations, and ordinances. Even if change
<br />order has been entered into pursuant to this Article, Siemens shall
<br />have the right to stop the Services until the site is free from Hazardous
<br />Materials. In such event, Siemens shall receive an equitable extension
<br />of time to complete the Services, and compensation for delays caused
<br />by Hazardous Materials remediation. In no event shall Siemens be
<br />required or construed to take title, ownership or responsibility for such
<br />oil or Hazardous Materials. Customer shall sign any required waste
<br />manifests in conformance with all government regulations, listing
<br />Customer as the generator of the waste.
<br />10.3Customer warrants that, prior to the execution of this Agreement,
<br />it shall notify Siemens in writing of any and all Hazardous Materials
<br />which to Customer's best knowledge are present, potentially present
<br />or likely to become present at the Services site and shall provide a
<br />copy of any site safety policies, including but not limited to lock -out
<br />and tag procedures, chemical hygiene plan, MSDSs or other items
<br />required to be disclosed or maintained by federal, state, or local laws,
<br />regulations or ordinances.
<br />10.4 Subject to the pre -audit requirements of the North Carolina
<br />Local Government Budget and Fiscal Control Act, customer shall
<br />indemnify, defend and hold Siemens harmless from and against any
<br />damages, losses, costs, liabilities or expenses (including attorneys'
<br />fees) arising out of any oil or Hazardous Materials or from Customer's
<br />breach of, or failure to perform its obligations under this Article.
<br />Article 11: Import /Export Indemnity
<br />Customer acknowledges that Siemens is required to comply with
<br />applicable export laws and regulations relating to the sale,
<br />exportation, transfer, assignment, disposal and usage of the
<br />Covered Equipment or Services provided under the Contract,
<br />including any export license requirements. Customer shall not, at
<br />any time, either directly or indirectly, use, export, sell, transfer,
<br />assign or otherwise dispose of such Covered Equipment or Services
<br />in a manner which will result in non - compliance with such applicable
<br />export laws and regulations. It shall be a condition of the continuing
<br />performance by Siemens of its obligations hereunder that
<br />compliance with such export laws and regulations be maintained at
<br />all times. CUSTOMER SHALL INDEMNIFY AND HOLD SIEMENS
<br />HARMLESS FROM ANY COSTS, LIABILITIES, PENALTIES,
<br />SANCTIONS AND FINES RELATED TO THE CUSTOMER'S NOW
<br />COMPLIANCE WITH APPLICABLE EXPORT LAWS AND
<br />REGULATIONS.
<br />Article 12: Small Business Concern
<br />Siemens shall adhere to FAR 52.219 -8 regarding the "Utilization of
<br />Small Business Concerns ", as part of its Commercial Small
<br />Business Subcontracting Agreement with the federal government.
<br />Siemens' policy is to offer small business concerns, including small
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