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Addendum #5
<br />Supplemental Terms for Services
<br />(Training, e-learning content implementation, configuration, and otherservices)
<br />Version 1.0 (Lost Updated., April 3, 2023)
<br />Capitalized terms not defined herein have the meanings given in the General Terms.
<br />1. Generally. Trimble or its authorized service providers will use commercially reasonable efforts to provide Services to
<br />Customer as described in an Order or SOW. Any changes in scope must be made In writing and approved by authorized
<br />representatives of Customer and Trimble.
<br />2. Training and E-Learning. For any Services consisting of delivery of training or e-learning (e.g., videos, manuals, etc.), any
<br />content made available by Trimble shall not be deemed a Deliverable (as defined below), notwithstanding anything in
<br />an Order or SOW to the contrary, and no Intellectual Property Rights therein are assigned or transferred to the
<br />Customer. Unless an Order or Documentation states otherwise, prepaid training and e-learning content will expire if
<br />not completed within six months from the effective date of the Order or SOW. Trimble reserves the right to reschedule
<br />training if it determines in good faith that attendance is not sufficient or the originally scheduled time or location are
<br />no longer feasible. If the Order states a date that Services must be completed by, such date is presented for Illustrative
<br />purposes. The actual completion date for such Services will be provided on the invoice.
<br />3. Customer Materials. Customer shall provide Trimble with reasonable access to Customer's technical data, computer
<br />programs, files, documentation, and/or other materials (collectively, "Customer Materials") and to Customer's
<br />resources, personnel, equipment, and facilities to the extent necessary for the performance of Services. Client will be
<br />responsible for, and assumes the risk of any problems resulting from the content, accuracy, completeness, competence,
<br />or consistency of Customer Materials or its personnel. To the extent that Customer does not timely provide the
<br />foregoing access required for Trimble to perform the Services, Trimble shall be excused from performance until such
<br />items or access are provided. Customer hereby grants Trimble a limited and revocable right to use the Customer
<br />Materials for the purpose of performingthe Services. Customer owns and will retain ownership (Including all intellectual
<br />property rights) In the Customer Materials,
<br />4. Customer Premises. Customer shall provide Trimble with safe access to Customer's premises as reasonably required for
<br />Trimble to perform the Services, if onsite performance of Services is needed and agreed to by Customer. Trimble
<br />personnel shall comply with the reasonable written rules and regulations of Customer related to use of its premises,
<br />provided that such written. rules and regulations are provided .to Trimble prior to commencement of the Services.
<br />6. Customer Dependencies. Customer is responsible for taking all actions identified or described in the Agreement which
<br />are a condition for Trimble to provide Services. Should Customer's failure to take such actions result in a delay of Trimble
<br />against a delivery schedule, or result in additional provable costs incurred by Trimble, Trimble shall not be considered
<br />to be delayed in its obligations, and Trimble shall be entitled to payment of such additional costs.
<br />6. Deliverables. "Deliverabie(s)" shall mean any Trimble deliverables as expressly set forth on a SOW or Order. Trimble
<br />hereby grants Customer a worldwide, royalty -free, non-exclusive license to use the Deliverables for its Internal business
<br />purposes in connection with the Offerings associated with such Deliverables and only for the period of time that
<br />Customer has ownership or authorized use of such Offerings. Unless expressly stated otherwise in the applicable Order
<br />or SOW, Trimble owns and will retain ownership (including all intellectual property rights) in and to the Deliverables
<br />(excluding any Customer Materials) and any modifications, improvements, and derivative works thereof (including to
<br />the extent incorporating any Feedback). If the parties have agreed that Trimble will assign ownership of Deliverables to
<br />Customer, the relevant SOW must set forth the terms and conditions regarding such assignment.
<br />7. Limited Warranty. Trimble will perform Services in a professional and workmanlike manner. If notified of a non-
<br />conformity within ten (10) days of delivery of the applicable Services, and if Customer provides a sufficiently detailed
<br />justification to Trimble to allow Trimble to identify the non -conforming Services, Trimble will, as its sole liability and
<br />obligation for failure to provide Services meeting this warranty, either (a) re -perform the non -conforming Services at
<br />no additional cost to Customer, or (b) issue a credit for any Services which Trimble identifies as non -conforming.
<br />8. Travel Expenses. Trimble will invoice Customer for reasonable and pre -approved out-of-pocket travel expenses incurred
<br />in connection with performing Services. Expenses may be invoiced separately from fees and may include, but are not
<br />limited to, airfare and other transportation, lodging, and incidentals. Expenses may also include meals reimbursable
<br />per a flat per diem rate, available upon request.
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