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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
<br />DocuSign Envelope ID: 901A240E-2C5B-47E4-916F-04BCE416D58B
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