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DocuSign Envelope ID:AA9CA136-3D94-47B1-93F8-5FC9F527B627
<br /> 9.Ownership of Equipment.Ownership of any equipment installed pursuant to this Agreement shall be described in the"Transaction Type"Section of the
<br /> Proposal. For an outright sale,equipment that is purchased by Customer shall become the property of Customer upon the later of installation(or delivery to
<br /> Customer if the equipment is not to be installed)and payment in full as set forth in Section 3 hereof.Until the equipment becomes the property of Customer,we
<br /> retain ownership of the equipment we install at your premises.For ADT owned equipment,ADT will retain ownership of all installed equipment. Upon termination
<br /> of the Agreement(or portion of the Agreement pertaining to the equipment),ADT shall have the right to enter upon Customer's premises to either remove or
<br /> disable such equipment. Failure to allow ADT to so remove or disable the equipment shall result in Customer being liable to ADT for:(a)ADT's reasonable
<br /> charges for the equipment,and(b)reimbursement to ADT for any other costs(including reasonable attorneys'fees)incurred by ADT in seeking to gain access to
<br /> remove the equipment and/or to collect such charges.ADT shall have no obligation to repair the premises after any such removal.ADT's removal,disablement or
<br /> abandonment of such equipment does not constitute a waiver of ADT's right to collect any other charges due under the Agreement. If Customer has elected to
<br /> finance the purchase of some or all of the equipment with a third party lender or leasing company,then title to the equipment may be held by Customer's
<br /> lender/lessor as security for Customer's loan/lease obligations.The terms of Customer's agreement with the lender/lessor may require Customer to maintain
<br /> insurance,may make Customer responsible for various other costs and fees,and may obligate Customer to pay the lender/lessor regardless of ADT's
<br /> performance hereunder.ADT makes no recommendations on lending or leasing sources and is not responsible for Customer's selection of a lending or leasing
<br /> source,or the terms of Customer's agreement with its lender/lessor,and ADT hereby disclaims any and all liability in connection with Customer's arrangements
<br /> with its lender/lessor.
<br /> 10.Changes to Services.Except as otherwise set forth in a separate Appendix to this Agreement,any changes to the Agreement or to the Services will be by
<br /> written change order,amendment or rider signed by duly authorized representatives of Customer and ADT that describes the changes and sets and sets forth
<br /> the amount of money to be added or removed from the Total Price and/or the adjustment of time to complete the Services(a"Change Order").ADT shall have no
<br /> obligation to perform any change to Services in the absence of a Change Order.Customer may not cancel any equipment specially ordered for Customer or for
<br /> labor and shipping costs already incurred.Customer shall be responsible for any restocking fees and shipping and handling charges incurred by ADT as a result
<br /> of any requested changes to the Services.Change Orders shall include additional terms and conditions if the nature of the changes are outside of the scope of
<br /> the original Agreement.
<br /> 11.Price Increase.Customer agrees that the availability and price of certain materials and commodities(for purposes of this Section"Materials")worldwide,
<br /> including but not limited to,oil,gasoline,steel,aluminum,wire and plastic products can be extremely volatile. ADT's pricing for this contract is competitive and
<br /> has allowed for a reasonable escalation of Materials costs. Customer agrees however,that should the cost of Materials exceed five percent(5%)above the cost
<br /> to ADT as of the date of this Agreement,ADT may supply a Change Order in writing or by e-mail for the increase in the cost of Materials as described above and
<br /> the Customer agrees to approve and agree to pay the Change Order in writing or by email in no more than(10)ten calendar days of the email being sent to
<br /> Customer. Further,the Parties agree that notwithstanding anything stated to the contrary in the governing terms and conditions,when circumstances as
<br /> described above so require,CUSTOMER AGREES THAT IN THE EVENT CUSTOMER FAILS TO ACCEPT AND APPROVE THE CHANGE ORDER WITHIN
<br /> (10)TEN CALENDAR DAYS AFTER ISSUANCE BY ADT,ADT WILL PROCEED,KEEP RECEIPTS OF ALL COSTS AND ADD THE INCREASE AS WELL AS
<br /> A TEN PERCENT(10%)ADMINISTRATIVE FEE TO ITS NEXT INVOICE TO CUSTOMER.
<br /> 12.Duration of Agreement/Termination.The Agreement will be effective as of the date set forth on Page 1 of the Proposal and will remain in effect until the
<br /> completion of the Services. However,except as set forth in a separate Appendix to this Agreement,the Agreement may be terminated early by either party upon
<br /> giving thirty(30)days written notice to the other party. In addition to any other obligations of Customer set forth herein,for termination of the Agreement prior to
<br /> the end of the term,the Customer agrees to pay ADT:(i)any outstanding fees and charges for Services rendered prior to termination;(ii)the costs for any
<br /> materials,goods and equipment purchased or allocated by ADT for Customer;and(iii)any other costs incurred by ADT for Customer including but not limited to
<br /> labor costs,mobilization costs,permits and fees. The foregoing shall not limit any other rights and remedies available to ADT pursuant to this Agreement or
<br /> applicable law.
<br /> 13.Disclaimer of Legal Advice.In the course of performing the Services,ADT may give advice or opinions regarding the impact of certain security and risk-
<br /> related laws or regulations on the business of the Customer.However,Customer is hereby put on notice that ADT is not a law firm,it does not engage in the
<br /> practice of law,and it does not render any legal advice.Customer is advised to seek its own legal counsel regarding any legal issues relating to its business,
<br /> including issues relating to any Services.By entering into the Agreement,Customer specifically acknowledges this disclaimer and advice to consult with counsel
<br /> set forth in this Section.
<br /> 14.Confidentiality.Each party acknowledges that material and information which has or will come into its possession or knowledge in connection with this
<br /> Performance or in the performance of the Services may consist of confidential and proprietary information of the other party,the disclosure of which to third
<br /> parties would be damaging.Confidential information shall include any information relating to the identity of the party's customers,the nature of their relationship
<br /> with their customers,the nature of the other party's business,or the rates charged by it to third parties.The parties agree not to make use of this information
<br /> other than for the performance of the Agreement,to release it only to employees requiring such information and only after ensuring that such employees are
<br /> aware of the terms of this Section,and not to release or disclose it to any other party other than as required by law.The parties further agree not to use any
<br /> Services performed under the Agreement for advertising,portfolio,or other promotional purposes without the written consent of the other party.Confidential
<br /> information shall not include any information that:(a)was,is,or becomes public information through no fault of the receiving party;(b)is in the possession of the
<br /> receiving Party before the commencement of this Agreement where that party can provide written proof thereof;(c)is developed by ADT independently of the
<br /> Customer;(d)must be disclosed pursuant to or as required by law or by a court or other tribunal of competent jurisdiction;(e)is disclosed to the receiving Party
<br /> by a third party with a right to disclose such information;or(f)is disclosed by a party to a third party with the express written consent of the other party.This
<br /> obligation of confidentiality shall survive termination of the Agreement for a period of three(3)years.
<br /> 15.Intellectual Property.The parties acknowledge that one or both parties may have certain intellectual property rights that may be revealed or provided to the
<br /> other party in accordance with the Agreement.Each party acknowledges that the Agreement does not grant any right or title of ownership in their respective
<br /> intellectual property rights to the other unless specifically provided in the Agreement.Any intellectual property shall remain the originator's property unless
<br /> otherwise provided in the Agreement.
<br /> 16.Independent Contractors.ADT is an independent contractor and not an employee,agent,joint venture,or partner of Customer.Nothing in this Agreement
<br /> shall be interpreted or construed to create or establish the relationship of employer and employee between the parties or any employee or agents of ADT.Since
<br /> ADT is an independent contractor to Customer,ADT shall retain the right to perform work and services for other parties during the term of this Agreement.
<br /> Neither party shall have the power,nor shall either party represent that it has the power,to bind the other party to or to assume or create any obligations,
<br /> express,or implied,on behalf of the other party.Customer will not provide fringe benefits,including,but not limited to,life,disability,and health insurance,paid
<br /> vacation,worker's compensation,or any other employee benefits,for the benefit of ADT's employees,agents,or independent contractors.
<br /> 17.Indemnification.Each party agrees to indemnify,defend,and hold harmless the other party from and against any and all claims,actions,suits,liabilities,
<br /> costs,and expenses(including attorney's fees)brought against either of them for or on account of bodily injury(including death)or property damage,to the
<br /> extent that such claims,actions,suits,liabilities,costs,and expenses(including reasonable attorney's fees)arise out of or result from the negligent or willful acts
<br /> or omissions of the indemnifying party,its employees,agents,or independent contractors,in the performance of its obligations under this Agreement.By
<br /> entering into the Agreement,Customer acknowledges that the indemnity obligations in this Section were mutually negotiated.
<br /> 18.Limitation of Liability.Notwithstanding any contrary provision of the Agreement,Customer expressly agrees that in no event shall ADT's liability to
<br /> Customer or any third party for any claim based on any legal theory in connection with any acts,omissions,defects,errors,delays and/or interruptions relative to
<br /> the Services,goods and/or materials provided by ADT exceed the total amount paid by Customer to ADT pursuant to the Agreement,or,in the case of recurring
<br /> services,monitoring services or hosted services,the total amount paid by Customer to ADT for such Services in the preceding six(6)month period.
<br /> 19.Mutual Waiver of Consequential Damages.ADT and Customer waive claims against each other for consequential damages arising out of or relating to this
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