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Docusign Envelope ID: EFBAE12B-2D33-4288-BDF3-3F19BEEB5A9F
<br />apply whatsoever and Convergint Related Parties have no liability to Customer for any
<br />losses or damages caused by any Special Offerings: and (ii) Customer shall indemnify.
<br />defend, and hold harmless Convergint Related Pafies, from and against all claims.
<br />demands, actions, liabilities, damages, and costs (including reasonable attorneysa fees)
<br />relating to Special Offerings provided by Convergint, except to the extent of Convergint's
<br />gross negligence installing such Special Offerings. Any waiver of damages or limitation of
<br />liability contained in the Agreement and as modified herein shall not apply to Customer's
<br />indemnification, hold harmless and defense obligations herein.
<br />Applicable to Weapons Detection Only: If Convergim provides Weapons Detection Systems
<br />or Services, then such Systems and Services are further governed by the Weapons
<br />Detection Addendum effective on the Effective Dake of this Proposal and available at
<br />https://www.convergint.com/terms, which is incorporated by reference as if set forth herein
<br />in full. "Weapons Detection Systems or Services" means any "Systems" and/or "Services"
<br />as each are defined in the Weapons Detection Addendum.
<br />SECTION 10. LIMIT ATION OF LIABILITY
<br />EXCEPT AS PROVIDED HEREIN, TO THE FULLEST EXTENT ALLOWED BY LAW: (A)
<br />IN NO EVENT SHALL EITHER CONVERGINT RELATED PARTIES, OR CUSTOMER BE
<br />LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL,INDIRECT
<br />INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLuDING
<br />COMMERCIAL LOSS, LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS
<br />BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) THE AGGREGATE
<br />LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO
<br />THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO
<br />CONVERGINT UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD
<br />IMMEDIATELY PRECEDING THE DATE OF THE FIRST INCIDENT GMNG RISE TO
<br />THE LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS
<br />LIMIT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY W)-IETHER THE
<br />CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (lNCLuDING NEGLIGENCE) OR
<br />OTHER LEGAL THEORY.
<br />SECTION 11. COMPLIANCE WITH LAW, SAFETY, & SITE CONDITIONS
<br />Convergint agrees to comply with all laws, rules and regulations applicable to its provision of the
<br />Services. Customer will comply with all applicable laws and agreemems applicable to its use
<br />and operation of the Seivices. Convergint shall comply with all safety related laws and
<br />regulations and with the safety program of the Customer, provided such program is supplied to
<br />Convetgint pror to beginning Services.
<br />If during the course of its Services, Convergint encounters conditions at the site that are
<br />subsurface, differ materially from what is represented in the contract documents, or
<br />otherwise concealed physical conditions, Convergim shall be entitled to an extension of
<br />time and additional costs for the perTormance of its work.
<br />If Convergint discovers or suspects the presence of hazardous materals or unsafe working
<br />condiUons at Customer's site where Die Services are to be perTomied, Convergint is entitled to
<br />stop the Services at that site if such hazardous materals, or unsafe working conditions were not
<br />provided by or caused by Convergint. Convergint in its sole discretion shall determine when it
<br />is "safe" to retum to perform the Services at Customer's site. Convergint shall have no
<br />responsibility for the discoveiy, presence, handling, removing or disposal of or exposure of
<br />persons to hazardous materals in any form at the Customer's site. To the fullest extent allowed
<br />by law, Customer shall indemnify and hold hamiless Convergint from and against claims,
<br />damages, losses and expenses, including but not limited to, reasonable attomey's fees, arising
<br />out of or resulUng from undisclosed hazardous materials or unsafe working conditions at
<br />Customer's site.
<br />SECTION 12. PERSONAL DATA & SECURITY
<br />Converginfs obligations and liabilities regarding Processing of Personal Daka and
<br />information security shall be limited solely to Processing perTormed by Convergint's
<br />personnel. Processing by OEMs or Third Party Products are governed by any applicable
<br />OEM end user licensing agreements or terms and conditions. Customer represents and
<br />warrants that it will comply with all applicable Daka Protection Laws. Although certain
<br />products delivered by Convergint may be capable of processing Biometric Information,
<br />Personal Health Information, financial information, or government identifiers ("Sensitive
<br />Information"), Customer acknowledges that Convergint is not Processing Sensitive
<br />Information (or to the exient it is Processing Sensitive Information, it is doing so strictly in
<br />accordance with Customer's instructions) and Customer is solely responsible for
<br />compliance of all such Processing with Data Protection Laws. To the fullest exient allowed
<br />by law, Customer shall indemnify, defend and hold harmless Convergint from and against
<br />all claims, demands, actions, liabilities, damages, and costs (including reasonable
<br />attorneys' fees) asserted by a third parky arising out of or relating to failure to comply with
<br />applicable Data Protection Laws including but not limited to those related to Sensitive
<br />Information. Convergint's obligations and liabilities regarding information security and
<br />Processing of customer information or data, including Personal Oaka, are limited to
<br />Processing performed by Convergint (if any). OEM and Third Parky Product information
<br />security and Processing is governed by applicable OEM end user licensing agreements or
<br />terms. "Personal Data", "Process(ing)", "Biometric Information", and "Personal Health
<br />Information" shall be interpreted in accordance with, and shall include analogous
<br />terminology as used in, applicable laws and regulations relating to data privacy, information
<br />security, data protection, data breaches, cross-border data flows, and/or the rights and
<br />obligations of persons or entities regarding personal information ("Data Protection Laws").
<br />To the extent Convergim accesses Customer's information systems, Convergim will not
<br />be responsible or liable for losses or harms caused by following Customer's instructions,
<br />caused by Third Party Products, caused by third party or Customer-specified remote access
<br />software, or that are otherwise not due to the fault of Convergint. Customer-authorized
<br />changes to Customer information systems are ak Customer's own risk and Customer
<br />acknowledges it is responsible for the overall security of its information systems.
<br />SECTION 13. INTELLECTUAL PROPERTf
<br />Convergint shall retain title and ownership of all intellectual property rights relating to the
<br />drawings, technical documentation, or other technical information ('T)ocumentation'a)
<br />delivered under this Agreement. The OEMs shall retain title and ownership of all intellectual
<br />prope% rights relating to the Third Party Products and will grant any license and right to
<br />use in connection with the Third Parky Produtt through the OEM's end user license
<br />agreement or other terms and conditions. Customer shall not use any Documentation
<br />supplied by Convergint for any purposes other than those directly related to this Agreement
<br />or for the use and/or maintenance of the Third Party Product.
<br />SECTION 14. PRICE ADJUSTMENT
<br />Beginning on the one (1 ) year anniversary of the Start Date and annually thereafter for the
<br />Term of this Agreement, Convergint may automatically adjust the CSP Costs and Rates set
<br />forkh in this Agreement: (i) by a percentage equal to the annual percent change in the
<br />Consumer Price Index ("CPI") for "All Cities. All Urban Consumers" as published by fhe
<br />Bureau of Labor Statistics of the u.s. Department of Labor (if the Services are perTomied in
<br />the United States) or SlaUstics Canada (ff the Services are perTormed in Canada) for the 42-
<br />month period ending December 31 of the prior year: or (ii) with five (5) days prior written
<br />notice, in excess of the CPI if based on: (a) changes by its vendors to the cost of materials
<br />or Thitd Party Products to be provided and/or labor costs related to personnel responsible
<br />for perTorming the Services, (b) macroeconomic conditions, such as taxes, tariffs or duties,
<br />natural disasters, labor shortages/strikes, etc., (c) market conditions such as price volatility
<br />or availability limitations, or (d) other events not within Convergint's control that impact the
<br />cost of perTorming the Services, and (e) such at4justment is supported by documentation or
<br />other evidence. The effettive date of this adjustment shall be the first invoice in each new
<br />anniversary year. Convergint reserves the right to add periodic surcharges, including
<br />without limitation, adjustments for the then current price of fuel, such surcharges to be
<br />specified and invoiced by Convergint.
<br />SECTION I 5. TERMIN ATION
<br />lfapa$maten'allybreachesth'isAgreement,TheoTherpa%shallprov'idewn'ttennoticeofthe
<br />breach and a reasonable time to cure the breach. but in no event less than 30 days. If the
<br />breaching party fails to cure the breach within the specified time period, the non-breaching parky
<br />may temiinate this Agreement upon 15 days written notice to the other parky. If Convergint
<br />notifies Customer of a matenal breach pursuant to this paragraph, Convergint may temporanly
<br />suspend its services without liability until Customer cures the breach.
<br />SECTION 16. GOVERNING LAW AND DISPuTES
<br />The parties agree that this Agreement shall be governed by the laws of the state/province
<br />where the Seivices are being perTormed, and venue for disputes shall be located in that
<br />state/province.
<br />ln tho ovont of any dicputo botwoon Convorgint and Cuctomor, Convorgint and Cuctomor chaff
<br />firct aticmpt to rocoli.io tho dicputo in tho fiold, but if that ic not cuccoccful, thon in a moating
<br />bc!woon authori;:od officoc of oach company. If cofflomont attomptc aro not cuccoccful, unlocc
<br />tho dicputo roquimc injuncUvo roliof, thon tho dicputo chall bo docidcd oxclucivcly by arbitration.
<br />Such arbitraiion chaff bo conductod in accordanco with tho Commorcial /',rbitration Ruloc of tho
<br />,',moncan ,',rbitration ,',ccociation (iT tho Sor.'icoc aro porTormod in tho Unitod Statoc) or
<br />,',rbitration Ruloc of tho /.DR Inctituto of Canada, Inc. (if tho Sorvicoc aro porfomiod in Canada)
<br />currontly in offcct by a cinglo arbitrator and chall bo a final binding rocolution of tho itr;uoc
<br />prcscntod bohi.iocn tho parkioc. Tho provailing parl shall bo ontitlod to rocovor itt. maconablo
<br />attomoyc' ftxic and coctc. 7.ny award by tho arbitrator may bo ontorod ac a judgmont in any
<br />ccuri ha'.'ing juricdiction.
<br />SECTION 17. MISCELLANEOUS
<br />The parties have required that this Agreement be wntten in English and have also agreed that
<br />all notices or other documents required by or contemplated in this Agreement be wrmen in
<br />English. Les paies ont requis que cetke convention soit r6di%e en anglais et ont 6galement
<br />convenu que tout avis ou autre documentexig6 auxtemtes des pr6sentes ou d6coulant del'une
<br />quelconque de ses dispositions sera pr6par6 en anglais.
<br />Any changes to this Agreement shall be in writing signed by both Customer and Convergint.
<br />In the event any provision ofthis Agreementis held to be invalid or unenforceable, the remaining
<br />provisions of this Agreement shall remain in full force and effect.
<br />Customerwaives all claims against Convergint arising from or related to suspension of services
<br />pursuant to this Agreement.
<br />Customer and Convergint are independent comractors, and nothing in this Agreement creates
<br />any agency, joint venture, partnership, or otherform ofjoint enterprise, employment, orfiduciary
<br />relationship between them. Nothing contained in this Agreement shall be deemed to create a
<br />relationship of employee or employer between the parties, and neither parky shall be entitled to
<br />any benefits that the other par§ provides for its own employees, including workers
<br />compensation and unemployment insurance. Each parby shall have exclusive control over its
<br />own employees, agents, and subcontractors, its labor and employee relations, and its policies
<br />relating to wages, hours, working conditions, or other condiUons.
<br />Neither party to this Agreement shall assign this Agreement wfflhout the prior wrmen consent of
<br />the other parl hereto. Notwithstanding the foregoing. Convergint may assign this Agreement
<br />without notice or consent (i) to any of its parents. subsidiaries or affiliated companies or any
<br />entity majonty owned by Convergint or (ii) in connection with a merger, acquisition,
<br />reorganization, sale of all of the equity interests of Convergint, or a sale of all or substantially all
<br />of the assets of Convergint to which This Agreement relates.
<br />If Customer ttansfers ownership or management of the Customer's site to a third party,
<br />Customer will promptly provide Convergint with the new owner's or managers contact
<br />information and take all such actions as are necessary to assign this Agreement to the third
<br />pariy.
<br />Notices shall be in writing and addressed to the other parhl, in accordance with the names and
<br />addresses of the pariies as shown in the Pioposal. All noUces shall be effeckive upon receipt by
<br />the parky to whom the notice was sent
<br />September 2, 2024 Page 2 of 3 Convergint Technologies
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