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DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
<br /> GENERAL TERMS AND CONDITIONS
<br /> (Solutions)
<br /> Article 1: General 2.2 If any know-how, tools and related documentation owned or
<br /> 1.1 These General Terms and Conditions, including any licensed by Siemens and used by Siemens to install or commission
<br /> supplemental terms (each a "Rider"), are attached to and made part Equipment and Software for operation at the Site, including but not
<br /> of the Proposal or other document as the case may be including any limited to tools for installing any Software, performing diagnostics on
<br /> change order, in which these General Terms and Conditions are Equipment as installed at the Site as well as any reports, notes,
<br /> incorporated (the "Document'), that when approved in writing by the calculations, data, drawings, estimates, specifications, manuals,
<br /> Customer and accepted by an authorized representative of Siemens documents, all computer programs, codes and computerized
<br /> shall (a) constitute the entire, complete and exclusive contract materials prepared by or for Siemens and used by Siemens to
<br /> between the parties(this"Agreement') (i)to implement the work and provide the Work ("Instruments") are provided to the Customer
<br /> services identified in the Scope of Work or Proposed Solution under this Agreement, any such Instruments shall remain Siemens
<br /> section of the Document (collectively, the "Work")to be provided by property, including the intellectual property conceived or developed
<br /> Siemens and (ii) for the physical equipment (Equipment'), software by Siemens in the Instruments.
<br /> owned or licensable by Siemens (Software'), any related 2.3 In addition, all intellectual property: (i)that has been conceived or
<br /> documentation (`Related Documentation'), deliverable Instruments developed by an employee or subcontractor of Siemens before
<br /> (as defined in Section 2.2), and Work Product Deliverables (as Siemens performs any Work under this Agreement; (ii) that is
<br /> defined in Section 2.1) identified in the Document to be provided by conceived or developed by such employee or subcontractor at any
<br /> Siemens under the Agreement in accordance with the performance time wholly independently of Siemens performing the Work under this
<br /> of the Work(collectively, the `Deliverables') and (b) supersedes and Agreement; or, (iii) if developed while performing the Work under this
<br /> cancels all prior proposals, agreements and understandings, written Agreement, where the development of intellectual property for the
<br /> or oral, relating to the subject matter of this Agreement. benefit of the Customer is not expressly identified as an item of Work
<br /> 1.2 Neither party may assign this Agreement or any rights or to be provided to the Customer or where such Work comprised or
<br /> obligations hereunder without the prior written consent of the other corresponded to an update, improvement, configuration, or
<br /> except that either party may assign this Agreement to its affiliates modification of Equipment or Software made in the ordinary course
<br /> and Siemens may grant a security interest in the proceeds to be paid of business solely to allow such products to interface with any
<br /> to Siemens under this Agreement; assign proceeds of this software and/or equipment and/or to operate at a site specified by
<br /> Agreement; and/or use subcontractors in performance of the Work. Customer, (collectively, "Siemens Pre-existing Intellectual Propert)1)
<br /> 1.3 The terms and conditions of this Agreement shall not be that may be included in scope provided to the Customer under this
<br /> modified or rescinded except in writing signed by duly authorized Agreement shall also remain Siemens' property including the
<br /> officers or managers of Siemens and Customer. Siemens Pre-existing Intellectual Property included in the Work
<br /> 1.4 In the event of conflict between the other sections of the Product Deliverables. Siemens Pre-existing Intellectual Property is
<br /> Document and these General Terms and Conditions, these General also included in all reports, notes, calculations, data, drawings,
<br /> Terms and Conditions shall control. In the event of conflict between estimates, specifications, manuals, documents, all computer
<br /> a Rider and any section of the Document or these General Terms programs, codes and computerized materials prepared by or for
<br /> and Conditions, the Rider shall control. Any differing or additional Siemens.
<br /> terms and conditions in any purchase order or other document are 2.4 All Work Product Deliverables and any Instruments provided to
<br /> of no force and effect unless specifically accepted in writing by the the Customer are for the Customer's use and only for the purposes
<br /> parties. disclosed to Siemens. Siemens hereby grants the Customer a
<br /> 1.5 Nothing contained in this Agreement shall be construed to give royalty-free (once all payments due under this Agreement are paid
<br /> any rights or benefits to anyone other than the Customer and to Siemens), non-transferable, perpetual, nonexclusive license to
<br /> Siemens without the express written consent of both parties. All use any Siemens Pre-existing Intellectual Property solely as
<br /> provisions of this Agreement allocating responsibility or liability incorporated into the Work and Deliverables (including Work
<br /> between the parties shall survive the completion of the Work and Product Deliverables and any Instruments provided to the Customer
<br /> termination of this Agreement. under this Agreement). Under such license, and following
<br /> 1.6 Certain terms and conditions contained herein may not apply to agreement to be bound to confidentiality provisions under this
<br /> the Work to be provided hereunder. It is the intent of the parties, Agreement and/or in accordance with any separate confidentially
<br /> however, that the interpretation to be given to the terms and agreement that may exist between the parties, Customer shall have
<br /> conditions is to apply all terms and conditions unless clearly a right to: (a) Use, in object code form only, the Software that is
<br /> inapplicable given the type of Work included. owned or licensed by Siemens or its affiliates and that is either
<br /> 1.7 This Agreement shall be governed by and enforced in separately deliverable for use in the Equipment or for use in a
<br /> accordance with the laws of the State of Illinois. Any litigation computer system owned by the Customer or delivered as firmware
<br /> arising under this Agreement shall be brought in the State or embedded in the Equipment (`Software Deliverables'); (b) Make
<br /> Commonwealth in which the Work is provided to Customer. TO THE and retain archival and emergency copies of such Software
<br /> EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY Deliverables (subject to any confidentiality provisions) except if the
<br /> RIGHT TO A JURY TRIAL ON MATTERS ARISING OUT OF THIS Software Deliverable is embedded in the Equipment; and, (c) Use
<br /> AGREEMENT. Prior to either party initiating any action against the all such Equipment, Work Product Deliverables, and such
<br /> other party, the issues shall first be referred to each party's senior Instruments, provided however, the Equipment, Work Product
<br /> management. Senior management of each party shall take Deliverables, and Instruments shall not be used or relied upon by
<br /> reasonable steps to resolve the matter at issue. Any permitted any third-part , and such use shall be limited to the particular project
<br /> action may be taken if the raised issue is not resolved within and location for which the Work is provided.
<br /> fourteen (14)days of its initial referral to senior management. 2.5 The Customer shall not transfer the Equipment, Software, Work
<br /> 1.8 If, during or within ninety (90) days after the term of this Product Deliverables, or Instruments to others or use them or permit
<br /> Agreement, Customer engages any Siemens employee who has them to be used for any extension of the Work or any other project or
<br /> performed work under this or any other agreement between purpose,without Siemens' prior express written consent.
<br /> Customer and Siemens, Customer shall pay Siemens an amount 2.6 Any reuse of Equipment, Software, Work Product Deliverable,
<br /> equal to the employee's latest annual salary. or such Instruments for other projects or locations without the
<br /> Article 2: License and Intellectual Property written consent of Siemens, or use by any third party will be at the
<br /> 2.1 Any tangible form of a report or drawing specifically developed users risk and without liability to Siemens; and, the Customer shall
<br /> for, commissioned by and deliverable to the Customer in connection indemnify, defend and hold Siemens harmless from any claims,
<br /> with Work performed by Siemens under this Agreement ("Work losses or damages arising therefrom.
<br /> Product Deliverables") shall become the Customer's property upon 2.7 In consideration of such license, the Customer agrees not to
<br /> receipt by the Customer and payment of any fees due Siemens reverse engineer any Equipment or Software to reconstruct or
<br /> under this Agreement. Siemens may retain file copies of such Work discover any source code, object code,firmware, underlying ideas,
<br /> Product Deliverables. or algorithms of such Equipment or Software even to the extent
<br /> such restriction is allowable by law.
<br /> Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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