2024-158-E-Emergency Svc-Honeywell International-Hardware, software, installation, training, testing, technical support

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PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 17 of 18 INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice,trademarks,or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s Product (as defined below).Nothing herein shall be deemed to give,transfer,or convey to Customer any rights in the Intellectual Property other than the License,as set forth above.For purposes of this Section,“Intellectual Property"means any and all rights of USDD related to USDD’s Products existing from time to time under patent law, copyright law,trade secret law,trademark law,unfair competition law,and any and all other proprietary rights,and any and all derivative works,work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide. REMOTE ACCESS TO THE SYSTEM. 14.1.Remote Access.USDD requires remote network access to the Customer’s Products through Secure Shell (SSH)to perform implementation and support tasks under this Agreement.To enable remote network access,the Customer will provide USDD support personnel VPN or similar remote network access to the Products for USDD support personnel (“Customer Support ”)to effectively troubleshoot critical or complex problems and to expedite resolution of such issues.Remote network access is also used to install core software upgrades and customized software.USDD will only access Customer’s Products with the knowledge and consent of Customer. USDD will not access any other systems or data. 14.2.Alternative to Network Access.If the Customer elects not to provide remote network access to the Products,then USDD may not be able to perform some support functions.Customers that elect not to routinely provide network access may temporarily reinstate this access to allow USDD to perform the above services.The following services will not be performed without this access:Product software upgrades;Product software customization; Network troubleshooting assistance including packet capture and network monitoring on USDD devices;Detailed log analysis;Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer. 14.3.Timely Access.Customers much ensure that remote access is available prior to notifying USDD of a support request.In the event that the Customer is unable to provide remote access,USDD will not be required to provide support outside those tasks that do not require remote access,and any corresponding resolution response times will not apply. 14.4.Physical Security Tokens.USDD has multiple software engineers that provide after-hours support and these engineers do not typically take security tokens from the USDD office. If the customer requires the use of physical security tokens, this may delay after hours service. GOVERNING LAW.This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles. DISPUTE RESOLUTION/ARBITRATION.Before either USDD or Customer initiate any dispute resolution process related to the Agreement,they must schedule a mandatory executive resolution conference to be held within thirty (30)days of receipt of the other party’s written request.The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute.If the dispute is not resolved within fifteen (15)days of the end of the conference or if one party refuses to attend the executive resolution conference,then USDD and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules,to the extent such rules are not inconsistent with this Section,in the AAA’s Phoenix regional office by a single,neutral arbitrator.Discovery may be conducted either upon mutual consent of the parties or by order of the arbitrator upon good cause being shown.In ruling on motions pertaining to discovery,the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes,and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved.The arbitrator shall permit dispositive motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages.Any award rendered by the arbitrator will be final and binding upon USDD and Customer,and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose.In the event a dispute is submitted to arbitration pursuant to this Section,the prevailing party shall be entitled to the payment of its reasonable attorneys’fees and costs,as determined by the arbitrator.Each of the parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation. DocuSign Envelope ID: 7E694176-9E31-49DB-A1E4-AFB129905EB1