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Docusign Envelope ID:82AiFE72-157F-402C-ABF6-gAD2259E53A3
<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(4)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 Convergint's use in connection with the Third Party Product through the OEM's end user license
<br /> gross 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 /> httpsl/www.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(i€the Services are performed in
<br /> SECTION 10.LIMITATION OF LIABILITY the United States)or Statistics 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(ii)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 cost of performing the Services,and(a)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 15.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 LEGAL THEORY. breach and a reasonable time 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 parry
<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 ofthe 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 statelprovince
<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 in the event ,anydispute_betwee„Convei^„t and G e,^,„s" Ge Fit sterner-spell
<br /> time and additional costs for the performance of its work. fimtatterept-tG49sehe4e bisWG4n-the4dA�yue;s f that, _„ot��go�ot
<br /> If Convergint discovers or suspects the presence of hazardous materials or unsafe working het.,eeR a the.:zed „ F „h,.,,.....,,„., if „ttl„me ptfraranot-successful,unless
<br /> conditions at Customer's site where the Services are to be performed,Convergint is entitled to the-dssPete-requeras injanskve ef-ther+t#�e dispNte ll e d -'f,�,.a„t^^
<br /> stop the Services at that site if such hazardous materials,or unsafe working conditions were not Such arb' accordance with the Gith the Go mreereied^„a sratlen Roles of the
<br /> provided by or caused by Convergint 'Convergint in its sole discretion shall determine when it Aare in 'the ';„'tea. State"
<br /> is "safe" to return to perform the Services at Customers site. Convergint shall have no A-ta'"•at o.,,'--o„ies of the nno inrlit to of Ganad IRG.(if ,.F the 8ePv . .._ psFf...._ed �)
<br /> responsibility for the discovery,presence,handling,removing or disposal of or exposure of sumently-it�effect ky a r,€r�gfe aFt�trater wall be z mar h'^d'^9 Fesel•fi^"of the
<br /> persons to hazardous materials in any form at the Customers site.To the fullest extent allowed pr�sar�ted betwe ^t" �part o„ ".e^ paw�"a.be
<br /> by law,Customer shall indemnify and hold harmless Convergint from and against claims, attemeys' 9srand--rests-Aa39wa' of at^or—n,ay-oitersd-asa-judgKneFit in any
<br /> damages,losses and expenses,including but not limited to,reasonable attorney's fees,arising „eu*having jLiFisd'st eri
<br /> out of or resulting from undisclosed hazardous materials or unsafe working conditions at SECTION 17.MISCELLANEOUS
<br /> Customers site.
<br /> SECTION 12.PERSONAL DATA&SECURITY The parties 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 ant requis que cette convention soit redigee an anglais at ant egalement
<br /> information security shall be limited solely to Processing performed by Convergint's convene que tout Avis ou autre document exige aux termer des presentes ou decoulantde 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 Riometric 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 any agency,joint venture,partnership,or otherform ofjoint enterprise,employment,orfiduciary
<br /> by law,Customer shall indemnify,defend and hold harmless Convergint from and against relationship between them. Nothing contained in this Agreement shall be deemed to create a
<br /> all claims, demands, actions, liabilities, damages, and costs (including reasonable relationship of employee or employer between the parties,and neither party shall be entitled to
<br /> attorneys'fees)assorted by a third party arising out of or relating to failure to comply with any benefits that the other party provides for its own employees, including workers
<br /> applicable Data Protection Laws including but not limited to those related to Sensitive compensation and unemployment insurance. Each party shall have exclusive control over its
<br /> Information. Convergint's obligations and liabilities regarding information security and own employees,agents,and subcontractors,its labor and employee relations,and its policies
<br /> Processing of customer information or data, including Personal Data, are limited to relating to wages,hours,working conditions,or other conditions.
<br /> Processing performed by Convergint(if any). OEM and Third Party Product information
<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 pdorwdtten consent of
<br /> terns. "Personal Data", "Process(ing)", "Biometric 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 Customers information systems,Convergint will not If Customer transfers ownership or management of the Customer's site to a third party,
<br /> be responsible or liable for losses or harms caused by following Customer's instructions, Customer will promptly provide Convergint with the new owner's 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 parties 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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