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<br />Lenovo (United States) Inc. <br />Statement of Work for Orange County, NC <br /> <br />may arise. <br />xii. Prepare a monthly summary to be used in the quarterly executive <br />summary review based on requirements outlined in the SOW and <br />information gathered from weekly cadence calls. <br />xiii. Provides final Deliverables to the Customer and receives Customer <br />approval on the completion of the SOW. <br />2.3 Personnel <br />2.3.1 Each Party is responsible for the supervision, direction, control, and compensation <br />of its respective personnel. <br />2.3.2 Lenovo personnel used in the performance of Services shall be determined by <br />Lenovo in its sole discretion. <br />2.3.3 Lenovo will provide adequate staffing and resources necessary for the <br />successful completion of the project. <br />2.3.4 By signing the Base Agreement, the Customer agrees and approves that <br />Lenovo is subcontracting part of the Services provided under this SOW to Cell <br />Tech Inc. (“Service Provider”). <br /> <br />3 Licensing <br />Customer shall ensure that all software furnished to Lenovo complies with applicable license <br />agreements and copyright laws. Customer shall be responsible for and pay all fees, charges, and costs <br />related to such software. Customer shall defend, hold harmless and indemnify Lenovo, including its <br />affiliates, subcontractors, suppliers, and distributors, from and against all claims, suits, actions, <br />proceedings and any resulting liabilities, damages, expenses, costs, and judgments, including <br />attorneys’ fees, arising out of or in connection with any software furnished by Customer to Lenovo. If <br />Customer’s Image requires Linux or other non-Lenovo open-source programs, Customer affirms that <br />the Linux and other non-Lenovo open-source software are licensed to Customer by the distributor of <br />such software. Lenovo does not provide a license for Linux or any other non-Lenovo open-source <br />software to Customer. Customer shall look solely to third parties for resolution of all matters related to <br />such software. These terms prevail over any conflicting terms in any other Lenovo Agreements which <br />include but are not limited to the Base Agreement, Lenovo hardware products, services, or Statements <br />of Work. <br /> <br />4 Change Management Process <br /> <br />4.1 This SOW may only be changed as set forth in Section 9 of the Base Agreement, using the <br />Project Change Request Form (“PCR” Form) attached hereto as Attachment A, which shall be <br />used to initiate the change process. In no event shall Lenovo be required to implement any <br />change to Services in this SOW until a PCR has been signed by an authorized representative <br />of both Parties. <br />4.2 The Party proposing the change will initiate documenting the request using the PCR Form. <br />4.3 Both Parties will, in good faith, mutually review the proposed Project Change Request and will: <br />4.3.1 Approve the PCR <br />4.3.2 Agree to further discussion; or <br />4.3.3 Reject the PCR with communication of the reason for the rejection. <br />4.4 When Parties agree to the requested change, the authorized representative from each Party <br />will sign the PCR Form, with the changes becoming effective upon signing. <br /> <br />5 Pricing and Payment <br />5.1 Unless otherwise agreed upon in writing by Parties, Customer purchase order must be received <br />prior to beginning the Services. Customer’s purchase order shall include (at a minimum): <br />5.1.1 Customer purchase order number <br />5.1.2 Date of Service <br />5.1.3 Brief description of Services to be provided <br />5.1.4 Part number (if applicable) <br />Docusign Envelope ID: D0E10425-A463-4BAC-BB4D-70F638182503