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Docusign Envelope ID: B2A1FE72-157F-402C-ABF6-9AD2259E53A3
<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 Parties, from and against all claims,
<br />demands, actions, liabilities, damages, and costs (including reasonable attorneys' 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 Convergint provides Weapons Detection Systems
<br />or Services, then such Systems and Services are ft.uther governed by the Weapons
<br />Detection Addendum effective on the Effective Date 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 "Servicesaa
<br />as each are defined in the Weapons Detection Addendum.
<br />SECTION 10. LIMITATION 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 lAtlTH 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 CllSTOMER 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 CLA1M WILL NOT ENLARGE THIS
<br />LIMIT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE
<br />CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING 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 agreements applicable to its use
<br />and operation of the Services. 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 />Convergint prior to beginning Services.
<br />If during the course of its Services, Convergint encounters conditions at the site that are
<br />subsutface, differ materially from what is represented in the comract documents, or
<br />otherwise concealed physical conditions, Convergint 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 matenals or unsafe working
<br />conditions ak Customers site where the Services are to be perTomied, Convergint is entiUed to
<br />stop the Services at that site if such hazardous matenals, 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 perTorm the Services at Customer's site. Convergint shall have no
<br />responsibility for the discovery, presence, handling, removing or disposal of or exposure of
<br />persons to hazardous materals in any form at the Customei'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, ansing
<br />out of or resuRing from undisclosed hazardous materals or unsafe working condiUons at
<br />Customeissite.
<br />SECTION 12. PERSONAL DATA & SECURITY
<br />Convergint's obligations and liabilities regarding Processing of Personal Data and
<br />information security shall be limited solely to Processing peformed 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 Data 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 extent 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 extent 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 />atiorneys' fees) asserted by a third party 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 regatding information security and
<br />Processing oT customer information or data, including Personal Data, are limited to
<br />Processing perTormed by Convetgint (if any). OEM and Third Party 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 Convergint accesses Customer's information systems, Convergint 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 parky or Customer-specified remote access
<br />sofkware, or that are otherwise not due to the fault of Convergint. Customer-authorized
<br />changes to Customer information systems are at Customer's own risk and Customer
<br />acknowledges it is responsible for the overall security of its information systems.
<br />SECTION 13. INTELLECTUAL PROPERTY
<br />Convergint shall retain title and ownership of all intellectual property rights relating to the
<br />drawings, technical documentation, or other technical information ("Documentation")
<br />delivered under this Agreement. The OEMs shall retain title and ownership of all intellectual
<br />property rights relating to the Third Party Products and will grant any license and right to
<br />use in connection with the Third Par$ Product 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 Parky Product.
<br />SECTION 14. PRICE ADJUSTMENT
<br />Beginning on the one (1 ) year anniversary of the Start Date and annually thereafler for the
<br />Term of this Agreement, Convergint may automatically adjust the CSP Costs and Rates set
<br />forih in this Agreement: (i) by a percentage equal to the annual percent change in the
<br />Consumer Price Index ("CPI") for "All Cities, All 11tban Consumers" as published by the
<br />Bureau of Labor Statistics of the u.s. Department of Labor (if the Services are perTormed in
<br />The 11nited States) or StaUstics Canada (ff the Services are peformed in Canada) for the 12-
<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 Third 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 adjustment is supporked by documentation or
<br />other evidence. The effective 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, atljustments for the then current price of fuel, such surcharges to be
<br />specified and invoiced by Convergint.
<br />SECTION 15. TERMINATION
<br />If a party materally breaches this Agreement, the other parl shall provide wrtien notice of the
<br />breach and a reasonable time to cure the breach, but in no event less than 30 days. If the
<br />breaching parky fails to cure the breach within the specified time period, the non-breaching parky
<br />may terminate this Agreement upon 15 days wriffen notice to the other parky. If Convergint
<br />notifies Customer of a matenal breach pursuant to this paragraph, Convergint may temporarily
<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 peformed, and venue For disputes shall be located in that
<br />state/province.
<br />In tho ovont of any dicputo botwoon Convorgint and Cuctomor, Convorgint and Cuctomor chall
<br />kt atiompt to rocoli.io tho dicputo in tho fiold, but if that ic not cuccoccful, thon in o mooting
<br />bot'hoon authorizod officorc of oach company. If cottlomont attomptc aro not cuccoccful, unlocc
<br />tho dicputo roquimc injunctivo roliof, thon tha dicputo chall bo docidod oitclucivoly by arbitration.
<br />Such arbitration chall bo conductod in accortlanco with tho Commorci:il /l.rbitration Ruloc of tho
<br />Amorican /lrbitration.',ccociation (iT tho Sorvicoc aro poformod in tho Unitod Statoc) or
<br />Arbitration Ruloc of tha .A.DR Inctituto of Canada, Inc. (if tho Soivicoc :iro pofomiod in Canada)
<br />currontly in offoct by a cinglo arbitrator and ch:ill bo s final binding rocoluUon of tho irr;uoc
<br />procontod botwoon tho partioc. Tho provailing party chall bo ontitlod to rocovor itc maconablo
<br />attomoyt.' fooc and cocfc. .A.ny award by tho arbitrator may ba ontonod ac a judgmont in any
<br />court having juricdidion.
<br />SECTION 17. MISCELLANEOUS
<br />The parses have required that this Agreement be written in English and have also agreed that
<br />all nonces or other documents required by or contemplated in this Agreement be written in
<br />English. Les pariies ont requis que cette convention soit r6dig6e en anglais et ont 6galement
<br />convenu que tout avis ou autre document exig6 aux termes des pr6sentes ou tMcoulant de l'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 Convengint.
<br />In the eventany provision of thisAgteementis 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 ansing from or related to suspension of services
<br />pursuant to this Agreement
<br />Customer and Convergint are independent contractors, 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 creake a
<br />relauonship of employee or employer between the parties, and neither party shall be entitled to
<br />any benefits that the other parky provides for its own employees, including workers
<br />compensation and unemployment insurance. Each parky 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 conditions.
<br />Neither parky to this Agreement shall assign this Agreement without the priorwrtten consent of
<br />the other party 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 imerests of Convergint, or a sale of all or substantially all
<br />of the assets of Convergint to which this Agteement relates.
<br />If Customer transfers ownership or management of the Customer's site to a third parky,
<br />Customer will promptly provide Convergint with the new owners or managers comact
<br />information and take all such actions as are necessay to assign this Agreement to the third
<br />party.
<br />NoUces shall be in writing and addressed to the other parl, in accordance with the names and
<br />addresses of the parues as shown in the Proposal. All notices shall be effective upon receipt by
<br />the pafy to whom the noUce was sent.
<br />September 2, 2024 Page 2 of 3 Conve%n+ Technologies
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