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<br />Agreement and for a period of one year thereafter, either
<br />directly or indirectly, solicit for employment or employ any
<br />current or former employee of the other within one year of
<br />such termination of employment date, with whom such Party
<br />has had any contact during the course of this Agreement.
<br />
<br />15. Additional Services
<br />
<br />Service fees are premised on the equipment being in operable
<br />and maintainable condition. If an inspection by Brady prior to
<br />or during the performance of services reveals that additional
<br />services or repairs are necessary, outside the scope of this
<br />Agreement, Brady shall notify Customer.
<br />
<br />Customer may instruct Brady to perform such repairs in
<br />writing, and Brady shall perform those services or repairs at
<br />the currently established rates (including rates reflecting
<br />overtime labor costs for services provided outside normal
<br />business hours). These additional services will be billed to the
<br />Customer pursuant to the terms of this Agreement.
<br />
<br />If the Customer does not authorize such services or repairs,
<br />Brady may in writing, at Brady's option, terminate Brady's
<br />obligation to render further service to the equipment so
<br />affected. In such case no adjustment to the service fee shall
<br />be made and no refund of any portion of the service fee shall
<br />be made.
<br />
<br />16. Provision Applicable to Security, Intelligent Services, and
<br />Building Clarity
<br />
<br />a. Definitions
<br />
<br /> 1. "Malicious Code” means any virus, worm, time
<br />bomb, Trojan horse or other code, file, script, agent, software
<br />program or device that may prevent, impair, or otherwise
<br />adversely affect the operation of any computer software,
<br />hardware or network, any telecommunications service,
<br />equipment or network or any other service or device; prevent,
<br />impair or otherwise adversely affect access to or the operation
<br />of any program or data, including the reliability of any program
<br />or data; or adversely affect the user experience.
<br /> 2. "Customer Data" means all Customer electronic
<br />data or information collected through and stored in connection
<br />with Brady’s data monitoring and smart building analytics.
<br /> 3. Subscription Term. The initial data monitoring and
<br />smart building analytics term commences on the date that
<br />Brady receives access to the Customer data and continues for
<br />as long as set forth in the data monitoring or smart building
<br />analytics proposal, subject to automatic renewal for
<br />succeeding 12-month terms.
<br />
<br />b. Customer’s Responsibilities
<br />
<br /> 1. Customer shall not permit any third party access
<br />to Brady’s data monitoring, smart analytics, or physical
<br />hardware deployed at Customer's facilities to enable operation
<br />of Brady’s data monitoring or smart analytics, except as
<br />expressly permitted herein or in an Order Form
<br /> 2. Customer shall not modify or create derivative
<br />works based on any part or content of Brady’s data monitoring
<br />or smart building analytics.
<br /> 3. Customer shall not copy, frame or mirror any part
<br />or content of Brady’s data monitoring or smart building
<br />analytics, other than copying or framing on Customer's own
<br />intranets or otherwise for Customer's own internal business
<br />purposes.
<br /> 4. Customer shall not reverse engineer,
<br />disassemble or decompile Brady’s data monitoring.
<br /> 5. Customer shall not access Brady’s data
<br />monitoring or smart building analytics in order to build a
<br />competitive product or service or to copy any features,
<br />functions or graphics of Brady’s data monitoring or smart
<br />building analytics.
<br /> 6. Customer shall not make Brady’s data monitoring
<br />or smart building analytics available to anyone other than the
<br />users identified by the Customer.
<br /> 7. Customer shall not sell, resell, rent, license, share
<br />or lease Brady’s data monitoring or smart building analytics.
<br /> 8. Customer shall not use Brady’s data monitoring or
<br />smart building analytics to store or transmit infringing, libelous,
<br />or otherwise unlawful or tortious material, or to store or
<br />transmit material in violation of third-party privacy rights.
<br /> 9. Customer shall not use Brady’s data monitoring or
<br />smart building analytics to store, distribute or transmit
<br />Malicious Code.
<br />10. Customer shall not interfere with or disrupt the integrity or
<br />performance of Brady’s data monitoring, smart building
<br />analytics or third-party data contained therein.
<br /> 11. Customer shall not attempt to gain unauthorized
<br />access to Brady’s data monitoring or smart building analytics
<br />or their related systems or networks.
<br /> 12. Customer may access the smart building
<br />analytics solely to view reports of Customer’s own data
<br />generated in connection with the smart building analytics
<br />and/or to run analyses of Client Data within the scope of the
<br />smart building analytics.
<br /> 13. Customer shall make Customer Data available
<br />as reasonably necessary for Brady to provide the services in
<br />the proposal.
<br /> 14. Customer shall be solely responsible for the
<br />setup, operations, maintenance, security and performance of
<br />the Customer’s computer network, modifications to Customer’s
<br />network, network security, firewall settings, and appropriately
<br />segregating its customer and business information to limit
<br />Brady’s access to those portions of its network, if any, required
<br />to perform the services in the proposal.
<br /> 15. Customer is solely responsible for the accuracy,
<br />quality, legality, reliability, and appropriateness of all electronic
<br />data made available hereunder.
<br /> 16. Customer shall not disclose or otherwise provide
<br />Brady with access to any information of any type (including
<br />any research, research results, tools, methods, analyses,
<br />reports, updates, customizations or other materials or
<br />information utilizing Customer Data), except to the minimum
<br />extent necessary for Brady to perform the Services.
<br /> 17. Customer shall not disclose or otherwise provide
<br />Brady with access to information that identifies or could be
<br />used to identify an individual person, unless Brady approves in
<br />writing in advance.
<br />
<br />c. Availability
<br />
<br />Brady shall exercise reasonable care in providing data
<br />monitoring and shall use commercially reasonable efforts to
<br />make the service available at all times. Data monitoring and
<br />smart building analytics are accessible via the internet and
<br />thus subject to limitations, delays, and other problems inherent
<br />to the operation of internet and electronic communications.
<br />Brady is not responsible for delivery failures or other damage
<br />resulting from such problems. Where possible, Brady will notify
<br />user(s) identified by the Customer during execution of the
<br />Agreement to be the primary contact for Customer, and will
<br />raise support issues including the non-availability of Brady’s
<br />data monitoring or smart building analytics. It is the
<br />responsibility of the Customer to provide this information to all
<br />users of Brady’s data monitoring or smart building analytics
<br />associated with Customer. Brady shall be entitled, without any
<br />liability, to carry out ongoing maintenance, updating or
<br />alterations to Brady’s data monitoring and smart building
<br />analytics that may result in loss of access from time to time
<br />without prior notice. Service features that interoperate with
<br />Brady’s software depend on the continuing availability of the
<br />third-party programs for use with the Brady’s data monitoring
<br />Docusign Envelope ID: EBAB0AD1-B73A-41E0-B3F1-7BC5E3EAD60D
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