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9. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or
<br />any component or feature thereof, remains our property. This includes, but is not limited to, any tools, devices, manuals,
<br />software (which is subject to a limited license for use in this building/premises! equipment only), modems, source/ access/
<br />object codes, passwords and the Schindler Remote Monitoring feature ("SRM") (if applicable) which we will deactivate and
<br />remove if the Agreement is terminated.
<br />10. You will prevent access to the Equipment, including the SRM feature and/or dedicated telephone line if applicable,
<br />by anyone other than us. We will not be responsible for any claims, losses, demands, lawsuits, judgment, verdicts, awards
<br />or settlements ("claims") arising from the use or misuse of SRM, if it or any portion of it has been modified, tampered with,
<br />misused or abused. We will not be responsible for use, misuse, or misinterpretation of the reports, calls, signals, alarms or
<br />other such SRM output, nor for claims arising from acts or omissions of others in connection with SRM or from interruptions
<br />of telephone service to SRM regardless of cause. You agree that you will defend, indemnify and hold us harmless from and
<br />against any such claims, and from any and all claims arising out of or in connection with this Agreement, and/or the
<br />Equipment, unless caused directly and solely by our established fault.
<br />11. Should this Agreement be accepted by you in the form of a purchase order, the terms and conditions of this
<br />Agreement will take precedence over those of the purchase order.
<br />12. Schindler Elevator Corporation is insured at all locations where it undertakes business for the type of insurance.
<br />You agree to accept in full satisfaction of the insurance requirements for this Agreement, our standard Certificate of
<br />Insurance. We will not name additional insureds. Limits of liability as follows:
<br />(a) Workers' Compensation -Equal to or in excess of limits of Workers' Compensation laws in all states and the
<br />District of Columbia.
<br />(b) Comprehensive Liability - Up to Two Million Dollars ($2,000,000.00) single limit per occurrence,
<br />ProductslCompleted Ops Aggregate $5,000,000.
<br />(c) Auto Liability - $5,000,000 CSL.
<br />(d) Employer's Liability - $5,000,000 Each AccidenUEmployee/Policy Limit.
<br />13. You hereby authorize us to produce single copies of the EPROM and/or ROM chips for each elevator subject to this
<br />Agreement for the sole purpose of arohival back-up of the software embodied therein. The duplicate chip(s) for a given
<br />elevator shall be identified by serial number, or other means, and shall be stored on the building premises in a secured area
<br />in the elevator equipment room or you may retain possession. We agree that back-up chips are not for the benefit of
<br />purchase or sale, or for use in other elevator systems, and shall be used for no other purpose than the replacement of a
<br />defective or damaged chip on the particular elevator. In the event that the your continued possession of the computer
<br />program should cease to be rightful, we agree that all such archival copies shall be destroyed.
<br />14. You acknowledge that certain replacement parts, such as printed circuit boards or control related parts, may be
<br />difficult to obtain. While we do not anticipate problems or delays obtaining such parts, it may be necessary or desirable for
<br />you to order such parts directly from the original equipment manufacturer ("OEM"). You agree, in such event, to order parts
<br />promptly from the OEM, at any time and from time to time, as specified by us. W e agree to reimburse you for the reasonable
<br />cost of such parts (as covered by this Agreement) promptly upon receipt from you of copies of the invoice(s) together with
<br />appropriate payment documentation.
<br />15. Should conditions arise requiring use of the OEM diagnostic tool, we will promptly notify you. You agree, in such
<br />event, to promptly contact the OEM for diagnostic service and repair. You will be responsible for all costs related to such
<br />service and repair. You further agree that we shall not be responsible for any delays, damage, costs or claims associated
<br />with you or OEM's failure to timely provide a diagnostic tool, and you will indemnify, defend and hold us harmless from any
<br />such delays, damage, cost or claim.
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<br />DOGO-74ASTD
<br />2007.3
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