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Appendix D
<br />On Site Services Terms and Conditions
<br />1. Safety and Security Policies- If agreed to in writing by G E, GE shall comply with appllcoble safety and security policies that have been
<br />provided to GE in writing by Customer. For the avoidance of doubt, policies available online shall not be considered to have been provided in
<br />writing. GE will comply with its policies, as they may be amended from time to time, regarding background screening requirements, criminal
<br />background checks and drug screening tests.
<br />2. Insurance. GE shall procure and maintain all insurance coverages as ser forth below, each with an insurer with an A.M. Best's rating of A -
<br />or better to protect from claims arising as a result of the negligence of G E in its performance under this Agreement. Altematively, the parties
<br />agree that GE may satisfy any or all of the insurance requirements set forth below through self-insurance.
<br />a. WORKERS COMPENSATION & EMPLOYERS LIABILITY: Statutory WorkersCompensation as required by state low and Employer's
<br />Liobility with a minimum limit of $500.000 each accident / $500.000 each disease /$500.000 policy limit.
<br />In COMMERCIAL GENERAL LIABILITY INSURANCE including PRODUCT AND COMPLETED OPERATIONS LIABILITY with the following
<br />minimum limits for Bodily Injury and Property Damage, $1,000,000 per occurrence: $1,000,000 annual aggregate.
<br />c. BUSINESS AUTOMOBILE LIABILITY INSURANCE covering all vehicles used in connection with the installation and/or servicing of the
<br />Product. covering Bodily Injury and Property Damage with a minimum $1,000.000 combined single limit per accident.
<br />d. POLICY TE R MINATION. GE will promptly replace any canceled policy with a substantially similar policy or with a notice of self-insurance.
<br />e. POLICY VERIFICATION. At Customer's written request, GE shall provide a certificate of insurance, or evidence of self-insurance, with
<br />Customer to show the existence of such insurance.
<br />3. Expenses. To the extent that professional services are provided on a time and materials basis, travel and lodging expenses will be incurred
<br />and reimbursed according to the GE Travel Policy.
<br />4, SOW/Proposal, G E will provide professional services in accordance with the applicable mutually agreed to Statement of Work (which may
<br />be the formal proposal issued by G E I as requested from time to time by Customer. E och 5 tatement of Work incorporates and is subject to the
<br />terms and conditions of this Agreement. To the extent a S tatement of Work that has been signed by both parties contains terms inconsistent
<br />with this Agreement, the Statement of Work will control. The Statement of Work will contain a detailed explanation of the project, service to be
<br />performed, deliverables, reports, cost of services, whether estimated or fixed, and any additional information required.
<br />S. Independent Contractor. G E and its employees, agents, representatives, assigns and subcontractors will represent themselves only as
<br />independent contractors unrelated to Customer. Nothing in this Agreement is intended to create a relationship, express or implied, of
<br />employer-employee, principal -agent or partnership between C ustomer and G E.
<br />6, Certificates. G E shall perform any services to be provided hereunder, and Customer shall make payment to G E therefor, in accordance
<br />with the schedule and specifications in G E's quotation therefor. Upon completion of a services deliverable, and at G E's request, Customer
<br />shall provide a certificate of acceptance of each deliverable. Upon final completion of the services to be. provided hereunder, and at G E's
<br />request, Customer shall provide a certificate of final completion.
<br />7. Termination. E ither Customer or G E may terminate an agreement for services hereunder for cause if the other of them: (a) becomes
<br />insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed, or is the subject of a proceeding under
<br />bankruptcy or insolvency law; f of fails to make payment hereunder when due which failure continues for fifteen (15) days after written notice
<br />thereof; or (c) breaches this agreement in any other material respect (for which breach this agreement does not provide exclusive remedies
<br />other than termination) and such breach is not cured within sixty (60) days after written notice thereof is given by the non -breaching party
<br />f plus reasonable additional time if such breach cannot reasonably be cured within such period and a cure is promptly commenced and
<br />diligently pursued).
<br />8. S uspension. G E may suspend its performance of services hereunder if it has the right to terminate for cause as set forth above (without
<br />waiving its right to terminate for cause).
<br />9. S urvival. The provisions of this agreement which by their nature extend beyond the period hereof for the performance of services, including
<br />without limitation those concerning warranty intellectual property limitations of liability excusable delays, payment obligations, and
<br />confidentiality, shall survive termination or expiration.
<br />10. Customer responsibilities. If services hereunder are to be provided at Customer's site or a third -party site designated by the Customer, the
<br />following shall apply: Customer shall on an ongoing basis provide G E access to: (i) such site in a clean, lighted, safe, and level condition; liil
<br />adequate power sources, networks, telephone and data lines, and other utilities; and (iii) personnel, information and documentation as
<br />reasonably required by G E. Customer shall be responsible to obtain any required permits, approvals, authorizations or the like applicable to
<br />activity hereunder at such site.
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<br />G E IP - Terms and Conditions - 130214
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