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Addendum k7 <br />Supplemental Terms for U.S. Public Entities <br />Version 1.0 (Last Updated: October 7, 2023) <br />Capitalized terms not defined herein have the meanings given in the General Terms and the Software Terms. <br />1. Scope. To the extent Customer is a public or governmental entity, these Supplemental Terms provisions apply to the <br />extent Customer is a public or governmental entity in the United States. <br />2. Intellectual Property Indemnification by Trimble. Trimble shall defend Customer from and against any claim of <br />infringement of a U.S. patent, U.S. copyright, or U.S. trademark asserted against Customer by a third party based <br />upon Customer's use of the Offerings in accordance with the terms of this Agreement, and pay any resulting <br />settlement or final judgment. If Customer's use of any of the Offerings are, or in Trimble's opinion are likely to be, <br />enjoined due to the type of infringement specified above, or if required by settlement, Trimble may, in its sole <br />discretion: (a) substitute for the Offerings substantially functionally similar programs and documentation; (b) procure <br />for Customer the right to continue using the Offerings; or if (a) and (b) are commercially impracticable, (c) terminate <br />the Agreement and refund to Customer the fee paid by Customer as reduced to reflect a five year straight-line <br />depreciation from the applicable purchase date. The foregoing indemnification obligation of Trimble will not apply: <br />(1) if the Offerings are modified by any party other than Trimble; (2) if the Offerings are combined with other non - <br />Trimble products, but solely to the extent that the alleged infringement is caused by such combination; (3) to any <br />unauthorized use of the Offerings; (4) to any unsupported release of the Offerings; or (5) to any third -party code, <br />content, and/or data contained in and/or delivered with the Offerings. <br />3. Tax Exemption. If Customer is a tax-exempt entity and provides evidence of a tax-exempt certificate prior to executing this <br />Agreement, then Section 3.1 of the General Terms regarding Customer's responsibility to pay taxes shall be <br />inapplicable. <br />4. No Indemnification by Customer. Section 8 (Indemnification) and the second to last sentence of Section 12.6 (Export <br />Control) of the General Terms shall be inapplicable. <br />S. Public Records Law. Customer's confidentiality obligations in Section 9 (Confidentiality) of the General Terms may be <br />subject to applicable public records law. <br />6. Limited Publicity. Provision (b) in Section 12.11(Publicity) of the General Terms shall be inapplicable. <br />7. Termination for Convenience. Customer may terminate this Agreement for convenience on not less than sixty (60) days' <br />written notice to Trimble. If Customer terminates this Agreement under this paragraph, all fees for the Term shall <br />immediately become due and payable. All previously paid fees (both used and unused) shall be non-refundable and <br />forfeited. Furthermore, all earned, but unpaid, fees for professional services, If any, must be paid in full before the <br />termination becomes effective. <br />8. Non -Appropriation of Funds. The Customer's funds for future and ongoing purchases are contingent on the availability of <br />future appropriations of funds. If funds are not appropriated for any payments due under this Agreement, the <br />Customer will promptly notify Trimble in writing and the applicable Order will terminate as of the date of the notice in <br />accordance with Section 7 (Termination for Convenience) above and the Customer will have no further obligation to <br />make any payments with respect to the affected Order, provided however that the Customer shall pay for any goods <br />or services ordered prior to the date of the Customer's notice. <br />9. Piggyback. Trimble does business with many government entities whose applicable laws permit them to join an existing <br />contract between another governmental agency and vendor to acquire goods and services thereunder. In such <br />circumstances and if allowable by applicable law and contract, Customer expressly agrees to allow the other <br />governmental agencies to acquire goods and services using this Agreement ("Piggyback"), subject to applicable <br />pricing of the Trimble offerings at the time of the piggyback purchase. <br />10, Governing Law. Notwithstanding Section 12.9 (Governing Law and Venue) of the General Terms, the Laws of the <br />jurisdiction required by applicable law shall exclusively govern this Agreement. <br />