Agmt21 E & M Electric and Machinery, Inc.

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17 AVEVA Clickwrap EULA PO APM MC (Excluding Process Optimization and Unified Supply Chain)-v4.6-14 July 2020 (JS) of Customer or third parties and shall comply with reasonable safety requirements. AVEVA representatives shall comply with all reasonable policies, procedures, and rules given to such representatives in writing. However, any protective clothing or equipment, except the standard safety hat, required by Customer regulations shall be provided by Customer at Customer’s sole cost. Additionally, AVEVA reserves the right in its sole discretion to remove or replace representatives performing on-site Support Services. (i) AVEVA representatives are authorized to act only in a consulting capacity and are not authorized or licensed to operate equipment. All responsibility for operating equipment shall rest with Customer or third parties. (j) Unless otherwise agreed in writing by AVEVA, all parts identified as requiring replacement during a non-warranty related service call shall be invoiced at AVEVA’s then-current list prices. 9.13 Support for Brands. All software licenses and Goods for a given AVEVA brand (including but not limited to Avantis, Citect, SimSci, Wonderware, OASyS DNA and SimSuite Pipeline) at a participating site must be covered under the Support Services during the entire license term. 9.14 Customer Approval. If the Support Services require AVEVA or its representatives to update, modify, or otherwise interact with Customer’s sensitive or critical systems, equipment, software, or programs, then Customer, at AVEVA’s request, must approve any updates, modifications, or interactions with such systems, equipment, software, or programs. 10. TERMINATION AND SUSPENSION OF SUPPORT SERVICES. 10.1 Additional Termination Rights. In addition to the termination rights set forth in 10.2 AVEVA may terminate the Support Services and the Transaction Document under which such Support Services are provided if: (a) Customer has breached any of its material obligations under any agreement relating to the Supported Software or Goods and Customer has not cured such breach within thirty (30) days of receipt of a notice of breach or default from AVEVA; or (b) Customer uses the Support Services other than for its own internal business purposes or uses the Support Services to provide similar services related to the Supported Software or Goods to any third party. 10.3 Suspension of Support Services. Without prejudice to other remedies available by law, AVEVA reserves the right to suspend the Support Services if Customer does not comply with its obligations under the Agreement. 11. INTELLECTUAL PROPERTY RIGHTS. AVEVA owns all Intellectual Property Rights in and to the Work Product, including techniques, knowledge or processes associated with the Work Product, regardless whether or not solely created by AVEVA or jointly with the Customer. Customer agrees to execute and to ensure its third parties execute any such documentation as reasonably necessary to secure AVEVA’s rights in such Work Product. For the avoidance of doubt, Customer and AVEVA agree and acknowledge that all Work Product will not be considered “work made for hire” under the Copyright Act of 1976, 17 U.S.C. § 101 et seq., as may be modified, amended, or supplemented from time to time. 12. WARRANTIES. 12.1 Limited Software Warranty. AVEVA warrants for a period of ninety (90) days following delivery of the Software that the Software will be free from material error that would substantially affect Customer’s Use of the Software. During the warranty period and without charge to Customer, AVEVA may: (i) replace defective media and/or (ii) use commercially reasonable efforts to provide modifications or fixes with respect to any material error in the Software in a reasonably timely manner (or provide Customer with alternative Software that does not contain the material error). However, if AVEVA is unable to make the Software operate as warranted and does not provide Customer with alternative Software, then AVEVA will refund the unused portion of the license fees paid to AVEVA for the defective Software and the license for such defective Software will terminate. This is Customer’s sole and exclusive remedy for a breach of this warranty. Notwithstanding the foregoing, this warranty shall not apply if such material error was caused or ATTY/AGR.2021.312/E&M Electric and Machinery, Inc. (AVEVA Wonderware Flex Subscription) (Page 29 of 51)