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If Customer requests service under the Warranty and Brady’s representative finds that one of the “Conditions” has led to the inoperability or
<br />apparent inoperability of the Customer’s system, or any component, Brady may bill Customer for the service call whether or not Brady
<br />actually works on the Customer’s system. If repairs are required due to one of the above “Conditions,” Brady will charge Customer for such
<br />work on a time and materials basis at Brady’s then applicable rates for labor and materials.
<br />14. Non-solicitation of Employees
<br />
<br />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 Brady prior to or during the
<br />performance of services reveals that additional services or repairs are necessary, outside the scope of this Agreement, Brady shall notify
<br />Customer.
<br />Customer may instruct Brady to perform such repairs in writing, and Brady shall perform those services or repairs at the currently
<br />established rates (including rates reflecting overtime labor costs for services provided outside normal business hours). These additional
<br />services will be billed to the Customer pursuant to the terms of this Agreement.
<br />If the Customer does not authorize such services or repairs, Brady may in writing, at Brady's option, terminate Brady'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, Intelligent Services, and Building Clarity
<br />a. Definitions
<br /> 1. "Malicious Code” means any virus, worm, time bomb, Trojan horse or other code, file, script, agent, software program or device that may
<br />prevent, impair, or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications
<br />service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of
<br />any program or data, including the reliability of any program or data; or adversely affect the user experience.
<br /> 2. "Customer Data" means all Customer electronic data or information collected through and stored in connection with Brady’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 Brady receives access to
<br />the Customer data and continues for as long as set forth in the data monitoring or smart building analytics proposal, subject to automatic
<br />renewal for succeeding 12-month terms.
<br />b. Customer’s Responsibilities
<br />
<br /> 1. Customer shall not permit any third party access to Brady’s data monitoring, smart analytics, or physical hardware deployed at
<br />Customer's facilities to enable operation of Brady’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 Brady’s data monitoring or smart building analytics.
<br /> 3. Customer shall not copy, frame or mirror any part or content of Brady’s data monitoring or smart building analytics, other than copying or
<br />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 Brady’s data monitoring.
<br /> 5. Customer shall not access Brady’s data monitoring or smart building analytics in order to build a competitive product or service or to
<br />copy any features, functions or graphics of Brady’s data monitoring or smart building analytics.
<br /> 6. Customer shall not make Brady’s data monitoring or smart building analytics available to anyone other than the users identified by the
<br />Customer.
<br /> 7. Customer shall not sell, resell, rent, license, share or lease Brady’s data monitoring or smart building analytics.
<br /> 8. Customer shall not use Brady’s data monitoring or smart building analytics to store or transmit infringing, libelous, or otherwise unlawful
<br />or tortious material, or to store or transmit material in violation of third-party privacy rights.
<br /> 9. Customer shall not use Brady’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 Brady’s data monitoring, smart building analytics or third-party
<br />data contained therein.
<br /> 11. Customer shall not attempt to gain unauthorized access to Brady’s data monitoring or smart building analytics or their related systems
<br />or networks.
<br /> 12. Customer may access the smart building analytics solely to view reports of Customer’s own data generated in connection with the
<br />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 Brady 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 computer
<br />network, modifications to Customer’s network, network security, firewall settings, and appropriately segregating its customer and business
<br />information to limit Brady’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 available
<br />hereunder.
<br /> 16. Customer shall not disclose or otherwise provide Brady with access to any information of any type (including any research, research
<br />results, tools, methods, analyses, reports, updates, customizations or other materials or information utilizing Customer Data), except to the
<br />minimum extent necessary for Brady to perform the Services.
<br /> 17. Customer shall not disclose or otherwise provide Brady with access to information that identifies or could be used to identify an
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<br />Docusign Envelope ID: 4B6C7BBC-D8D2-43E5-8931-76E0D9A1DE19
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