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Docusign Envelope ID:EFBAE12B-2D33-4288-BDF3-3F19BEEB8A9F
<br /> apply whatsoever and Convergint Related Parties have no liability to Customer for any Convergint shall retain title and ownership of all intellectual property rights relating to the
<br /> losses or damages caused by any Special Offerings; and (ii)Customer shall indemnify, drawings, technical documentation, or other technical information ("Documentation")
<br /> defend, and hold harmless Convergint Related Parties, from and against all claims, delivered under this Agreement.The OEMs shall retain title and ownership of all intellectual
<br /> demands, actions, liabilities, damages, and costs(including reasonable attorneys'fees) property rights relating to the Third Party Products and will grant any license and right to
<br /> relating to Special Offerings provided by Convergint,except to the extent of Convergirit's use in connection with the Third Party Product through the OEM's end user license
<br /> grass negligence installing such Special Offerings.Any waiver of damages or limitation of agreement or other terms and conditions, Customer shall not use any Documentation
<br /> liability contained in the Agreement and as modified herein shall not apply to Customer's supplied by Convergint for any purposes other than those directly related to this Agreement
<br /> indemnification,hold harmless and defense obligations herein. or for the use and/or maintenance of the Third Party Product.
<br /> Applicable to Weapons Detection Only:If Convergint provides Weapons Detection Systems SECTION 14.PRICE ADJUSTMENT
<br /> or Services, then such Systems and Services are further governed by the Weapons Beginning on the one(1)year anniversary of the Start Date and annually thereafter for the
<br /> Detection Addendum effective on the Effective Date of this Proposal and available at Term of this Agreement,Convergint may automatically adjust the CSP Costs and Rates set
<br /> httpsrllwww.convergint,com/terms,which is incorporated by reference as if set forth herein forth in this Agreement. (i)by a percentage equal to the annual percent change in the
<br /> in full. "Weapons Detection Systems or Services"means any"Systems"and/or"Services" Consumer Price Index("CPI")for"All Cities,All Urban Consumers"as published by the
<br /> as each are defined in the Weapons Detection Addendum. Bureau of Labor Statistics of the U.S.Department of Labor(if the Services are perfonned in
<br /> SECTION 10.LIMITATION OF LIABILITY the United States)or Stafistcs Canada(if the Services are performed in Canada)for the 12-
<br /> EXCEPT AS PROVIDED HEREIN,TO THE FULLEST EXTENT ALLOWED BY LAW:(A) month period ending December 31 of the prior year;or(d)with five(5)days prior written
<br /> IN NO EVENT SHALL EITHER CONVERGINT RELATED PARTIES, OR CUSTOMER BE notice,in excess of the CPI if based on.(a)changes by its vendors to the cost of materials
<br /> LIABLE UNDER OR IN CONNECTION WITH THIS PROPOSAL FOR SPECIAL_,INDIRECT, or Third Party Products to be provided and/or labor costs related to personnel responsible
<br /> INCIDENTAL, PUNITIVE, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING for performing the Services,(b)macroeconomic conditions,such as taxes,tariffs or duties,
<br /> COMMERCIAL LOSS„ LOSS OF USE OR LOST PROFITS, EVEN IF THAT PARTY HAS natural disasters,labor shortageststrikes,etc.,(c)market conditions such as price volatility
<br /> BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND(B)THE AGGREGATE or availability limitations,or(d)other events not within Convergint's control that impact the
<br /> LIABILITY OF CONVERGINT RELATED PARTIES ARISING OUT OF OR RELATED TO costof performing the Services,and(e)such adjustment is supported by documentation or
<br /> THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO other evidence.The effective date of this adjustment shall be the first invoice in each new
<br /> CONVERGINT UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD anniversary year. Convergint reserves the right to add periodic surcharges, including
<br /> IMMEDIATELY PRECEDING THE DATE OF THE FIRST INCIDENT GIVING RISE TO without limitation, adjustments for the then current price of fuel, such surcharges to be
<br /> THE LIABILITY.THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS specified and invoiced by Convergint.
<br /> LIMIT. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHETHER THE SECTION 16.TERMINATION
<br /> CLAIM IS BASED ON CONTRACT,WARRANTY,TORT(INCLUDING NEGLIGENCE)OR If a party materially breaches this Agreement,the other party shall provide written notice of the
<br /> OTHER LEGALTHEORY. breach and a reasonable tme to cure the breach,but in no event less than 30 days, If the
<br /> SECTION 11.COMPLIANCE WITH LAW,SAFETY,&SITE CONDITIONS breaching party fails to cure the breach within the specified time period,the non-breaching party
<br /> Convergint agrees to comply with all laws,rules and regulations applicable to its provision of the may terminate this Agreement upon 15 days written notice to the other party. If Convergint
<br /> Services,Customer will comply with all applicable laws and agreements applicable to its use notifies Customer of a material breach pursuant to this paragraph,Convergint may temporarily
<br /> and operation of the Services. Convergint shall comply with all safety related laws and suspend its services without liability until Customer cures the breach.
<br /> regulations and with the safety program of the Customer,provided such program is supplied to SECTION 16.GOVERNING LAW AND DISPUTES
<br /> Convergint prior to beginning Services. The parties agree that this Agreement shall be governed by the laws of the state/province
<br /> If during the course of its Services,Convergint encounters conditions at the site that are where the Services are being performed,and venue for disputes shall be located in that
<br /> subsurface, differ materially from what is represented in the contract documents, or state/province.
<br /> otherwise concealed physical conditions, Convergint shall be entitled to an extension of I^theevent of any d spul e betwesn Gonvw@intand 6ustomar,6eRver toad atem�h^„
<br /> time and additional costs for the performance of its work. first attempt to resolve the dispute In the-field, sLjsGesseetin
<br /> If Convergint discovers or suspects the presence of hazardous materials or unsafe working between tfieFffeRt attempts are em t_earressful,unless
<br /> conditions at Customer's site where the Services are to be performed,Convergint is entitled to the-disp ea+ _ +sea; ,.,e s.-.0 he a^^,aRa.xgl...ivel.,by arDi F1-
<br /> stop the Services at that site if such hazardous materials,or unsafeworking conditions were not rted om aaQw4anGs with the Gommemial AitimtFat4io Io.po-o^■the
<br /> provided by or caused by Convergint.Convergint in its sole discretion shall determine when it AreerieaFi it ArkiF�ea-Aaseeiatio^ t.,r„the Se tees are-pe
<br /> is "safe"to return to perform the Services at Customer's site, Convergint shall have no
<br /> responsibility for the discovery,presence,handling,removing or disposal of or exposure of sorter Y OR of by a 90^9119-rh't=-'^r�Rd`tall big -'^-'h'^dthg-resalutio^of th-e � es
<br /> persons to hazardous materials in any form at the Customer's site.To the fullest extent allowed presented between the parties The prevailing party"hall 't`e-a^tifie '� r�,o,^^^ ^ its reasonable
<br /> by law, Customer shall indemnify and hold harmless Convergint from and against claims, atte sy eas and ooQSa^Y award by tine orb'+rat^•may he-enta4W-as a judgmentany
<br /> damages,losses and expenses,including but not limited to,reasonable attorney's fees,arising GeuFt having juicisdietierr
<br /> out of or resulting from undisclosed hazardous materials or unsafe working conditions at SECTION 17.MISCELLANEOUS
<br /> Customer's site.
<br /> SECTION 12.PERSONAL DATA&SECURITY The parfies have required that this Agreement be written in English and have also agreed that
<br /> all notices or other documents required by or contemplated in this Agreement be written in
<br /> Convergint's obligations and liabilities regarding Processing of Personal Data and English.Les parties ont requis que cette convention soit redigee en anglais et ont egalement
<br /> information security shall be limited solely to Processing performed by Convergint's convenu que tout avis ou autre document exige aux termes des presentes ou decoutantde Tune
<br /> personnel.Processing by OEMs or Third Party Products are governed by any applicable quelconque de ses dispositions sera prepare en anglais.
<br /> OEM end user licensing agreements or terms and conditions. Customer represents and Any changes to this Agreement shall be in writing signed by both Customer and Convergint.
<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, In the event any provision of this Agreement is held to be invalid or unenforceable,the remaining
<br /> Personal Health Information, financial information, or government identifiers ("Sensitive provisions of this Agreement shall remain in full force and effect.
<br /> Information'), Customer acknowledges that Convergint is not Processing Sensitive Customer waives all claims against Convergint arising from or related to suspension of services
<br /> Information(or to the extent it is Processing Sensitive Information,it is doing so strictly in pursuant to this Agreement.
<br /> accordance with Customers instructions) and Customer is solely responsible for Customer and Convergint are independent contractors,and nothing in this Agreement creates
<br /> compliance of all such Processing with Data Protection Laws. To the fullest extent allowed an agency, ointventure,partnership,or otherform of joint enterprise,employment,orfiducia
<br /> by law,Customer shall indemnify,defend and hold harmless Convergint from and against yJ P P, 1 rPry
<br /> all claims, demands, actions, liabilities, damages, and costs (including reasonable relationship between them. Nothing contained in this Agreement shall be deemed to create a
<br /> attorneys'fees)asserted by a third party arising out of or relating to failure to comply with relationship of employee or employer between the parties,and neither party shall be entitled to
<br /> applicable Data Protection Laws including but not limited to those related to Sensitive any benefits that the other party provides for its own employees, including workers
<br /> Information. Convergint's obligations and liabilities regarding information security and compensation and unemployment insurance. Each party shall have exclusive control over its
<br /> Processing of customer information or data, including Personal Data, are limited to own employees,agents,and subcontractors,its labor and employee relations,and its policies
<br /> Processingperformed b Convergint if an OEM and Third Pa Product information relating to wages,hours,working conditions,or other conditions.
<br /> P y r9� ( Y)� Party
<br /> security and Processing is governed by applicable OEM end user licensing agreements or Neither party to this Agreement shall assign this Agreement without the priorwritten consent of
<br /> terms. "Personal Data", "Process(ing)", "Biometdc Information`, and "Personal Health the other party hereto.Notwithstanding the foregoing,Convergint may assign this Agreement
<br /> Information" shall be interpreted in accordance with, and shall include analogous without notice or consent(i)to any of its parents,subsidiaries or affiliated companies or any
<br /> terminology as used in,applicable laws and regulations relating to data privacy,information entity majority owned by Convergint; or (ii) in connection with a merger, acquisition,
<br /> security, data protection, data breaches, cross-border data flows, and/or the rights and reorganization,sale of all of the equity interests of Convergint,or a sale of all or substantially all
<br /> obligations of persons or entities regarding personal information("Data Protection Laws"). of the assets of Convergint to which this Agreement relates.
<br /> To the extent Convergint accesses Customer's information systems,Convergint will not It Customer transfers ownership or management of the Customers site to a third party,
<br /> be responsible or liable for losses or harms caused by following Customers instructions, Customer will promptly provide Convergint with the new owners or managers contact
<br /> caused by Third Party Products,caused by third party or Customer-specified remote access information and take all such actions as are necessary to assign this Agreement to the third
<br /> software,or that are otherwise not due to the fault of Convergint. Customer-authorized party.
<br /> changes to Customer information systems are at Customers own risk and Customer Notices shall be in writing and addressed to the other party,in accordance with the names and
<br /> acknowledges it is responsible for the overall security of its information systems, addresses of the parfies as shown in the Proposal.All notices shall be effective upon receipt by
<br /> SECTION 13.INTELLECTUAL PROPERTY the party to whom the notice was sent.
<br /> September 2,2024 Page 2 of 3 Convergint Technologies
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