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GENERAL TERMS AND CONDITIONS
<br />(Solutions)
<br />Siemens Industry, Inc., Building Technologies Division Solutions (v.5/15)
<br />2.8 Customer acknowledges that Siemens, in the normal conduct
<br />of 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
<br />accordingly agrees that anything in this Agreement
<br />notwithstanding, Siemens may continue, without payment of a
<br />royalty, this practice of using concepts, skills and know-how
<br />developed while performing this Agreement.
<br />2.9 Customer acknowledges that all Facilities Data (as defined in
<br />paragraph 3.7) is owned by Siemens and may be used by
<br />Siemens in a commingled or other reasonable manner, provided
<br />that such use does not identify Customer or the location(s) of the
<br />facility or facilities to which Facilities Data pertains.
<br />Article 3: Work by Siemens
<br />3.1 Siemens will perform the Work expressly described in this
<br />Agreement and in any work release documents or change orders
<br />that are issued under this Agreement and signed by the parties. The
<br />Work performed by Siemens shall be conducted in a manner
<br />consistent with the degree of care and skill ordinarily exercised by
<br />reputable firms performing the same or similar work in the same
<br />locale acting under similar circumstances and conditions.
<br />3.2 Siemens shall perform the Work during its normal working
<br />hours, Monday through Friday, excluding holidays, unless otherwise
<br />agreed herein.
<br />3.3 Siemens is not required to conduct safety or other tests, install
<br />new devices or equipment or make modifications to any Equipment
<br />beyond the scope set forth in this Agreement. Any Customer
<br />request to change the scope or the nature of the Work must be in
<br />the form of a mutually agreed change order, effective only when
<br />executed by all parties hereto.
<br />3.4 Siemens shall be responsible for any portion of the Work
<br />performed by any subcontractor of Siemens. Siemens shall not have
<br />any responsibility, duty or authority to direct, supervise or oversee
<br />any contractors of Customer or their work or to provide the means,
<br />methods or sequence of their work or to stop their work. Siemens'
<br />work and/or presence at a site shall not relieve others of their
<br />responsibility to Customer or to others. Siemens shall not be liable
<br />for the failure of Customer’s contractors or others to fulfill their
<br />responsibilities, and Customer agrees to indemnify, hold harmless
<br />and defend Siemens against any claims arising out of such failures.
<br />3.5 Siemens may rely on the accuracy and completeness of the
<br />information furnished by the Customer. Siemens does not represent
<br />that Siemens has made a detailed examination, audit or arithmetic
<br />verification of the documentation submitted by Customer or of other
<br />supporting data. Siemens does not represent that it has made
<br />exhaustive or continuous on-site inspections.
<br />3.6 To the extent that Work on a Fire and Life Safety (“FLS”) system
<br />is included, the entire FLS system will be tested and inspected as set
<br />forth in the National Fire Protection Association (“NFPA”) guidelines
<br />72 2013 edition (or most current edition), Chapter 14, (hereby
<br />incorporated by reference), or as otherwise may be required
<br />pursuant to the law of the applicable jurisdiction. All testing of any
<br />FLS system will be performed at the time and place and in the
<br />manner deemed appropriate by Siemens, in accordance with
<br />applicable law and the requirements of NFPA and other relevant
<br />standards. Customer will be solely responsible for, and hereby
<br />indemnifies and holds Siemens harmless from and against, any
<br />liability arising from the Customer’s specification of any testing
<br />schedule other than in accordance with NFPA guidelines or other
<br />applicable standards.
<br />3.7 In the event that a data backup or data collection product or
<br />service is part of the Work and Siemens is to store the data, Siemens
<br />will take reasonable steps to protect the security of all Facilities Data
<br />stored offsite. Siemens does not represent or warrant that Facilities
<br />Data will not be disseminated, compromised or corrupted by reason
<br />of unauthorized actions of third parties. For the purposes of these
<br />General Terms and Conditions, “Facilities Data” means electronic
<br />data that is collected or generated by Siemens through scheduled
<br />back-ups of the databases and/or graphics residing in the
<br />workstation(s) and/or field panel(s) that constitute part of Customer’s
<br />automation control system.
<br />Article 4: Responsibilities of Customer
<br />4.1 Customer, without cost to Siemens, shall:
<br />(a) Designate a contact person with authority to make decisions for
<br />Customer regarding the Work and provide Siemens with information
<br />sufficient to contact such person in an emergency. If such
<br />representative cannot be reached, any request for Work received
<br />from a person located at Customer's site will be deemed authorized
<br />by Customer, and Siemens will, in its reasonable discretion, act
<br />accordingly;
<br />(b) Provide or arrange for reasonable access and make all
<br />provisions for Siemens to enter any site where Work is to be
<br />performed;
<br />(c) Permit Siemens to control and/or operate all facility controls,
<br />systems, apparatus, equipment and machinery necessary to
<br />perform the Work;
<br />(d) Furnish Siemens with all available information pertinent to the
<br />Work including but not limited to, and within ten (10) days of receipt
<br />of a written request, all required reviews and approvals (or other
<br />appropriate action) with respect to a reasonable request for
<br />information, samples, estimates, schedules, shop drawings,
<br />drawings, specifications, purchase orders, contracts, and other items
<br />submitted and/or proposed by Siemens;
<br />(e) Obtain and furnish Siemens with all approvals, permits and
<br />consents from government authorities and others as may be required
<br />for performance of the Work except for those Siemens has expressly
<br />agreed in writing to obtain;
<br />(f) Notify Siemens promptly of any site conditions requiring special
<br />care, and provide Siemens with any available documents describing
<br />the quantity, nature, location and extent of such conditions;
<br />(g) Comply with all laws and provide any notices required to be
<br />given to any government authorities in connection with the Work,
<br />except such notices Siemens has expressly agreed in writing to give;
<br />(h) Provide Siemens with Material Safety Data Sheets (MSDS)
<br />conforming to OSHA requirements related to all Hazardous Materials
<br />at the site which may impact the Work;
<br />(i) Furnish to Siemens any contingency plans related to the site;
<br />and
<br />(j) Furnish the specified operating environment, including without
<br />limitation, suitable, clean, stable, properly conditioned electrical
<br />power to all Equipment; telephone lines, capacity and connectivity
<br />as required by such Equipment; and heat, light, air conditioning and
<br />other utilities in accordance with the specifications for the
<br />Equipment.
<br />4.2 Unless contrary to applicable law or regulation, Customer
<br />acknowledges that the technical and pricing information contained in
<br />this Agreement is confidential and proprietary to Siemens and agrees
<br />not to disclose it or otherwise make it available to others.
<br />4.3 Customer acknowledges that it is now and shall be at all times in
<br />control of the Work site. Siemens shall not have any responsibility,
<br />duty or authority to direct, supervise or oversee any employees or
<br />contractors of Customer or their work or to provide the means,
<br />methods or sequence of their work or to stop their work. Siemens’
<br />Work and/or presence at a site shall not relieve others of their
<br />responsibility to Customer or to others. Except as expressly provided
<br />herein, Siemens is not responsible for the adequacy of the health,
<br />safety or security programs or precautions related to Customer's or
<br />its other contractors’ activities or operations; the work of any other
<br />person or entity; or Customer's site conditions. Siemens is not
<br />responsible for inspecting, observing, reporting or correcting health
<br />or safety conditions or deficiencies of Customer or others at
<br />Customer's site. So as not to discourage Siemens from voluntarily
<br />addressing such issues, in the event Siemens does make
<br />observations, reports, suggestions or otherwise regarding such
<br />issues, Siemens shall not be liable or responsible for same.
<br />4.4 Customer is solely responsible for any removal, replacement or
<br />refinishing of the building structure or finishes that may be required
<br />to gain access to the Work.
<br />4.5 Customer represents and warrants that it will not use
<br />workstations or field panels that constitute parts of its automation
<br />control for electronic storage of any Personally Identifiable
<br />Information. For the purposes of these Terms and Conditions,
<br />“Personally Identifiable Information” means any personal information
<br />that relates to, describes, or is capable of being associated with, a
<br />particular individual. By way of example and not of limitation,
<br />Personally Identifiable Information includes an individual’s first name
<br />or first initial and last name, plus one or more of the following: social
<br />security number, health insurance identification number, medical
<br />DocuSign Envelope ID: 15027EFD-227A-4F40-AC0E-22DDC9A9A2B9
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