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Each Party acknowledges that the other Party has expended significant time, effort and expense in the hiring, training, and retention of its
<br />employees in conjunction with providing specialized services, such as those provided in this Agreement, and therefore shall not, during the
<br />term of this Agreement and for a period of one year thereafter, either directly or indirectly, solicit for employment or employ any current or
<br />former employee of the other within one year of such termination of employment date, with whom such Party has had any contact during
<br />the course of this Agreement.
<br />15. Additional Services
<br />Service fees are premised on the equipment being in operable and maintainable condition. If an inspection by Icon prior to or during the
<br />performance of services reveals that additional services or repairs are necessary, outside the scope of this Agreement, Icon shall notify
<br />Customer.
<br />Customer may instruct Iconto perform such repairs in writing, and Icon shall perform those services or repairs at the currently established
<br />rates (including rates reflecting overtime labor costs for services provided outside normal business hours). These additional services will be
<br />billed to the Customer pursuant to the terms of this Agreement.
<br />If the Customer does not authorize such services or repairs, Icon may in writing, at Icon's option, terminate Icon's obligation to render
<br />further service to the equipment so affected. In such case no adjustment to the service fee shall be made and no refund of any portion of
<br />the service fee shall be made.
<br />16. Provision Applicable to Security and Intelligent Services
<br />a. Definitions
<br /> 1. "Malicious Code” means any virus, worm, time bomb, Trojan horse or other code, file, script, agent, software program or
<br />device that may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware or network, any
<br />telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to
<br />or the operation of any program or data, including the reliability of any program or data; or adversely affect the user
<br />experience.
<br /> 2. "Customer Data" means all Customer electronic data or information collected through and stored in connection with Icon’s data
<br />monitoring and smart building analytics.
<br /> 3. Subscription Term. The initial data monitoring and smart building analytics term commences on the date that Icon receives
<br />access to the Customer data and continues for as long as set forth in the data monitoring or smart building analytics proposal, subject to
<br />automatic renewal for succeeding 12-month terms.
<br />b. Customer’s Responsibilities
<br />
<br /> 1. Customer shall not permit any third party access to Icon’s data monitoring, smart analytics, or physical hardware deployed at
<br />Customer's facilities to enable operation of Icon’s data monitoring or smart analytics, except as expressly permitted herein or in an Order
<br />Form
<br /> 2. Customer shall not modify or create derivative works based on any part or content of Icon’s data monitoring or smart building
<br />analytics.
<br /> 3. Customer shall not copy, frame or mirror any part or content of Icon’s data monitoring or smart building analytics, other than
<br />copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes.
<br /> 4. Customer shall not reverse engineer, disassemble or decompile Icon’s data monitoring.
<br /> 5. Customer shall not access Icon’s data monitoring or smart building analytics in order to build a competitive product or service
<br />or to copy any features, functions or graphics of Icon’s data monitoring or smart building analytics.
<br /> 6. Customer shall not make Icon’s data monitoring or smart building analytics available to anyone other than the users identified
<br />by the Customer.
<br /> 7. Customer shall not sell, resell, rent, license, share or lease Icon’s data monitoring or smart building analytics.
<br /> 8. Customer shall not use Icon’s data monitoring or smart building analytics to store or transmit infringing, libelous, or otherwise
<br />unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights.
<br /> 9. Customer shall not use Icon’s data monitoring or smart building analytics to store, distribute or transmit Malicious Code.
<br />10. Customer shall not interfere with or disrupt the integrity or performance of Icon’s data monitoring, smart building analytics or third-party
<br />data contained therein.
<br /> 11. Customer shall not attempt to gain unauthorized access to Icon’s data monitoring or smart building analytics or their related
<br />systems or networks.
<br /> 12. Customer may access the smart building analytics solely to view reports of Customer’s own data generated in connection with
<br />the smart building analytics and/or to run analyses of Client Data within the scope of the smart building analytics.
<br /> 13. Customer shall make Customer Data available as reasonably necessary for Icon to provide the services in the proposal.
<br /> 14. Customer shall be solely responsible for the setup, operations, maintenance, security and performance of the Customer’s
<br />computer network, modifications to Customer’s network, network security, firewall settings, and appropriately segregating its customer and
<br />business information to limit Icon’s access to those portions of its network, if any, required to perform the services in the proposal.
<br /> 15. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all electronic data made
<br />available hereunder.
<br /> 16. Customer shall not disclose or otherwise provide Icon with access to any information of any type (including any research,
<br />research results, tools, methods, analyses, reports, updates, customizations or other materials or information utilizing Customer Data),
<br />except to the minimum extent necessary for Icon to perform the Services.
<br /> 17. Customer shall not disclose or otherwise provide Icon with access to information that identifies or could be used to identify an
<br />individual person, unless Icon approves in writing in advance.
<br />c. Availability
<br />
<br />Icon shall exercise reasonable care in providing data monitoring and shall use commercially reasonable efforts to make the service
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<br />DocuSign Envelope ID: ED457002-3AE6-473A-8602-3BAF8B4617CF
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