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DocuSign Envelope ID:299C1D9F-FB2B-45B9-AA1F-9C3418D1287B
<br /> GENERAL TERMS AND CONDITIONS
<br /> (Solutions)
<br /> 2.8 Customer acknowledges that Siemens, in the normal conduct Customer regarding the Work and provide Siemens with information
<br /> of its business, may use concepts, skills and know-how developed sufficient to contact such person in an emergency. If such
<br /> while performing other contracts. Customer acknowledges the representative cannot be reached, any request for Work received
<br /> benefit which may accrue to it though this practice, and from a person located at Customer's site will be deemed authorized
<br /> accordingly agrees that anything in this Agreement by Customer, and Siemens will, in its reasonable discretion, act
<br /> notwithstanding, Siemens may continue, without payment of a accordingly;
<br /> royalty, this practice of using concepts, skills and know-how (b) Provide or arrange for reasonable access and make all
<br /> developed while performing this Agreement. provisions for Siemens to enter any site where Work is to be
<br /> 2.9 Customer acknowledges that all Facilities Data (as defined in performed;
<br /> paragraph 3.7) is owned by Siemens and may be used by (c) Permit Siemens to control and/or operate all facility controls,
<br /> Siemens in a commingled or other reasonable manner, provided systems, apparatus, equipment and machinery necessary to
<br /> that such use does not identify Customer or the location(s) of the perform the Work;
<br /> facility or facilities to which Facilities Data pertains. (d) Furnish Siemens with all available information pertinent to the
<br /> Article 3:Work by Siemens Work including but not limited to, and within ten (10) days of receipt
<br /> 3.1 Siemens will perform the Work expressly described in this of a written request, all required reviews and approvals (or other
<br /> Agreement and in any work release documents or change orders appropriate action) with respect to a reasonable request for
<br /> that are issued under this Agreement and signed by the parties. The information, samples, estimates, schedules, shop drawings,
<br /> Work performed by Siemens shall be conducted in a manner drawings, specifications, purchase orders, contracts, and other items
<br /> consistent with the degree of care and skill ordinarily exercised by submitted and/or proposed by Siemens;
<br /> reputable firms performing the same or similar work in the same (e) Obtain and furnish Siemens with all approvals, permits and
<br /> locale acting under similar circumstances and conditions. consents from government authorities and others as may be required
<br /> 3.2 Siemens shall perform the Work during its normal working for performance of the Work except for those Siemens has expressly
<br /> hours, Monday through Friday, excluding holidays, unless otherwise a reed in writing to obtain;
<br /> agreed herein. (f} Notify Siemens promptly of any site conditions requiring special
<br /> 3.3 Siemens is not required to conduct safety or other tests, install care, and provide Siemens with any available documents describing
<br /> new devices or equipment or make modifications to any Equipment the quantity, nature, location and extent of such conditions;
<br /> beyond the scope set forth in this Agreement. Any Customer (g) Comply with all laws and provide any notices required to be
<br /> request to change the scope or the nature of the Work must be in given to any government authorities in connection with the Work,
<br /> the form of a mutually agreed change order, effective only when except such notices Siemens has expressly agreed in writing to give;
<br /> executed by all parties hereto. (h) Provide Siemens with Material Safety Data Sheets (MSDS)
<br /> 3.4 Siemens shall be responsible for any portion of the Work conforming to OSHA requirements related to all Hazardous Materials
<br /> performed by any subcontractor of Siemens. Siemens shall not have at the site which may impact the Work;
<br /> any responsibility, duty or authority to direct, supervise or oversee (i) Furnish to Siemens any contingency plans related to the site;
<br /> any contractors of Customer or their work or to provide the means, and
<br /> methods or sequence of their work or to stop their work. Siemens' Q) Furnish the specified operating environment, including without
<br /> work and/or presence at a site shall not relieve others of their limitation, suitable, clean, stable, properly conditioned electrical
<br /> responsibility to Customer or to others. Siemens shall not be liable power to all Equipment; telephone lines, capacity and connectivity
<br /> for the failure of Customer's contractors or others to fulfill their as required by such Equipment; and heat, light, air conditioning and
<br /> responsibilities, and Customer agrees to indemnify, hold harmless other utilities in accordance with the specifications for the
<br /> and defend Siemens against any claims arising out of such failures. Equipment.
<br /> 3.5 Siemens may rely on the accuracy and completeness of the 4.2 Unless contrary to applicable law or regulation, Customer
<br /> information furnished by the Customer. Siemens does not represent acknowledges that the technical and pricing information contained in
<br /> that Siemens has made a detailed examination, audit or arithmetic this Agreement is confidential and proprietary to Siemens and agrees
<br /> verification of the documentation submitted by Customer or of other not to disclose it or otherwise make it available to others.
<br /> supporting data. Siemens does not represent that it has made 4.3 Customer acknowledges that it is now and shall be at all times in
<br /> exhaustive or continuous on-site inspections. control of the Work site. Siemens shall not have any responsibility,
<br /> 3.6 To the extent that Work on a Fire and Life Safety("FLS")system duty or authority to direct, supervise or oversee any employees or
<br /> is included,the entire FLS system will be tested and inspected as set contractors of Customer or their work or to provide the means,
<br /> forth in the National Fire Protection Association ("NFPA") guidelines methods or sequence of their work or to stop their work. Siemens'
<br /> 72 2013 edition (or most current edition), Chapter 14, (hereby Work and/or presence at a site shall not relieve others of their
<br /> incorporated by reference), or as otherwise may be required responsibility to Customer or to others. Except as expressly provided
<br /> pursuant to the law of the applicable jurisdiction. All testing of any herein, Siemens is not responsible for the adequacy of the health,
<br /> FLS system will be performed at the time and place and in the safety or security programs or precautions related to Customer's or
<br /> manner deemed appropriate by Siemens, in accordance with its other contractors' activities or operations; the work of any other
<br /> applicable law and the requirements of NFPA and other relevant person or entity; or Customer's site conditions. Siemens is not
<br /> standards. Customer will be solely responsible for, and hereby responsible for inspecting, observing, reporting or correcting health
<br /> indemnifies and holds Siemens harmless from and against, any or safety conditions or deficiencies of Customer or others at
<br /> liability arising from the Customer's specification of any testing Customer's site. So as not to discourage Siemens from voluntarily
<br /> schedule other than in accordance with NFPA guidelines or other addressing such issues, in the event Siemens does make
<br /> applicable standards. observations, reports, suggestions or otherwise regarding such
<br /> 3.7 In the event that a data backup or data collection product or issues, Siemens shall not be liable or responsible for same.
<br /> service is part of the Work and Siemens is to store the data, Siemens 4.4 Customer is solely responsible for any removal, replacement or
<br /> will take reasonable steps to protect the security of all Facilities Data refinishing of the building structure or finishes that may be required
<br /> stored offsite. Siemens does not represent or warrant that Facilities to gain access to the Work.
<br /> Data will not be disseminated, compromised or corrupted by reason 4.5 Customer represents and warrants that it will not use
<br /> of unauthorized actions of third parties. For the purposes of these workstations or field panels that constitute parts of its automation
<br /> General Terms and Conditions, "Facilities Data" means electronic control for electronic storage of any Personally Identifiable
<br /> data that is collected or generated by Siemens through scheduled Information. For the purposes of these Terms and Conditions,
<br /> back-ups of the databases and/or graphics residing in the "Personally Identifiable Information"means any personal information
<br /> workstation(s)and/or field panel(s)that constitute part of Customer's that relates to, describes, or is capable of being associated with, a
<br /> automation control system. particular individual. By way of example and not of limitation,
<br /> Article 4:Responsibilities of Customer Personally Identifiable Information includes an individual's first name
<br /> 4.1 Customer,without cost to Siemens, shall: or first initial and last name, plus one or more of the following: social
<br /> (a) Designate a contact person with authority to make decisions for security number, health insurance identification number, medical
<br /> Siemens Industry,Inc., Building Technologies Division Solutions(v.5/15)
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