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<br />MSNC021720 8
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<br />obligation to indemnify Customer, for any other loss or damage,
<br />or for any incidental, special or consequential damages of any
<br />kind, or for the loss of use of Customer's facilities, its loss of
<br />revenue, or for any similar or dissimilar consequential damages
<br />with regard to the operation, non-operation or failure of the
<br />equipment, or damage to property or other injury arising from this
<br />Agreement. This exclusion applies regardless of whether such
<br />damages or indemnification are sought based on breach of
<br />warranty, breach of contract, negligence, strict liability in tort, or
<br />any other legal theory.
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<br />In no event shall Brady be liable for any damages (whether direct
<br />or indirect) resulting from hazardous materials, mold, fungus,
<br />bacteria, microbial growth, or other contaminates or airborne
<br />biological agents. Additionally, Brady shall not be liable for any
<br />damages (whether direct or indirect) resulting from work
<br />performed on boiler systems where in the Customer has
<br />permitted untrained personnel to perform services and
<br />adjustments on the boiler systems, or on systems where safety
<br />systems have been altered or bypass or on any systems where
<br />fuel oil ‘pooling’, gas odors, exposed piping, suspected asbestos
<br />or other safety hazards exist.
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<br />If Brady is found liable for loss, damage or injury under any legal
<br />theory due to a failure of the Customer’s services, system or
<br />equipment in any respect, its liability shall be limited to a sum
<br />equal to 10% of the Annual Service Charge or $1,000, whichever
<br />is greater, as agreed upon damages and not as a penalty, as
<br />Customer's sole remedy. The provisions of this Section shall
<br />apply no matter how the loss, damage or injury or other
<br />consequence occurs, even if due to Brady's performance or non-
<br />performance of its obligations under this Agreement or from
<br />negligence, active or otherwise, strict liability, violation of any
<br />applicable consumer protection law or any other alleged fault on
<br />the part of Brady, its agents or employees. If any other person,
<br />including Customer's subrogating insurer, makes any claim or
<br />files any lawsuit against Brady in any way relating to the services,
<br />system or equipment that are the subjects of this Agreement then
<br />Customer shall indemnify and hold Brady harmless from any and
<br />all such claims and lawsuits including the payment of all
<br />damages, expenses, costs and attorneys' fees.
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<br />11. Discovery Period
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<br />No suit or action shall be brought against Brady or its agents,
<br />employees, subsidiaries, affiliates or parents (both direct and
<br />indirect) more than one year after the incident that resulted in the
<br />loss, injury or damage occurred, or the shortest duration permitted
<br />under applicable law if such period is greater than one year. The
<br />provisions of this section shall apply to and benefit Brady and its
<br />agents, employees, contractors, subsidiaries, affiliates, and
<br />vendors. If this Agreement provides for a direct connection to a
<br />municipal police or fire department or other organization, then that
<br />department or other organization may also invoke the provisions
<br />of this section against any claims due to any failure of such
<br />department or organization. Brady is not responsible for the
<br />preservation of any computer programs or data and Customer is
<br />responsible for maintaining adequate back-ups.
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<br />12. Warranty
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<br />Brady’s warranty with respect to manufactured material supplied
<br />is limited to the manufacturer’s warranty (if any). In no event shall
<br />Brady be liable to Customer for any breach of the manufacturer’s
<br />warranty or for any consequential or special damages or for
<br />transportation or other expenses, which may arise in connection
<br />with any defective goods.
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<br />Brady’s warranty with respect to labor is that the services have
<br />been properly performed. The labor warranty is for a period of 90
<br />days from completion and Brady’s obligation under this warranty
<br />is limited to correcting any improperly performed labor. In no
<br />event shall Brady be liable to Customer for any breach of the
<br />labor warranty or for any consequential or special damages or for
<br />other expenses, which may arise in connection with any
<br />improperly performed labor.
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<br />Brady makes no warranty with respect to systems performance or
<br />emissions readings between preventive maintenance inspections
<br />and exhaust gas analysis. Additionally, Brady makes no warranty
<br />or representation with respect to work performed on systems
<br />where in the Customer has permitted untrained personnel to
<br />perform services and adjustments on the boiler systems, or on
<br />systems where safety systems have been altered or bypass or on
<br />any systems where fuel oil ‘pooling’, gas odors, exposed piping,
<br />suspected asbestos or other safety hazards exist.
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<br />THESE WARRANTIES ARE EXPRESSLY MADE IN LIEU OF
<br />ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
<br />INCLUDING THE WARRANTIES OF MERCHANTABILITY AND
<br />FITNESS FOR A PARTICULAR PURPOSE.
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<br />13. Exceptions to Warranty
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<br />The following “Conditions” are not covered by Brady’s warranty:
<br />a. Damage or extra service needed as the result of
<br />accidents, acts of God, lightning, strikes, riots, floods, terrorism,
<br />acts of war, alteration, misuse, tampering or abuse, adjustments,
<br />repairs or maintenance not done by Brady or from parts,
<br />accessories, attachments or other devices not furnished by Brady;
<br />b. Customer's failure to properly follow operating
<br />instructions provided by Brady;
<br />c. Adjustments necessitated by misalignment of video
<br />cameras, improper adjustment of monitor brightness and contrast
<br />tuning dials or insufficient light on the area viewed by the
<br />camera(s);
<br />d. Trouble due to interruption of Telecom Service;
<br />e. Battery failure;
<br />f. Devices designed to fail in protecting the Customer’s
<br />systems, such as, but not limited to, fuses and circuit breakers; or
<br />g. Changes to the Customer’s system requested by
<br />Customer.
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<br />If Customer requests service under the Warranty and Brady’s
<br />representative finds that one of the “Conditions” has led to the
<br />inoperability or apparent inoperability of the Customer’s system,
<br />or any component, Brady may bill Customer for the service call
<br />whether or not Brady actually works on the Customer’s system. If
<br />repairs are required due to one of the above “Conditions,” Brady
<br />will charge Customer for such work on a time and materials basis
<br />at Brady’s then applicable rates for labor and materials.
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<br />14. Non-solicitation of Employees
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<br />Each Party acknowledges that the other Party has expended
<br />significant time, effort and expense in the hiring, training, and
<br />retention of its employees in conjunction with providing
<br />specialized services, such as those provided in this Agreement,
<br />and therefore shall not, during the term of this Agreement and for
<br />a period of one year thereafter, either directly or indirectly, solicit
<br />for employment or employ any current or former employee of the
<br />other within one year of such termination of employment date,
<br />with whom such Party has had any contact during the course of
<br />this Agreement.
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<br />15. Additional Services
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<br />DocuSign Envelope ID: D17E56D1-C70C-4708-9A2B-CDD895385F28
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