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REV: 01-20-2022 RL
<br />unauthorized calls or other fraudulent activities are from or attributable to Company, its officers, employees, agents
<br />or representatives, including its subcontractors.
<br />i. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS SA, COMPANY MAKES NO REPRESENTATIONS OR
<br />WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, OR ITS
<br />CONDITION, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER
<br />MATTER.
<br />V. Other Warranties and Representations.
<br />a. Company represents and warrants to Customer that: Company and its owners and employees each has the right to
<br />enter into this SA; that the Support Services and other products and services will not violate any non-compete
<br />agreements with any third parties; that the Support Services and other products and services shall be performed and
<br />provided in a timely, professional and workmanlike manner consistent with commercially reasonable industry
<br />standards of quality and integrity; Company shall at all times comply with Customer’s security provisions and/or
<br />policies and procedures made known to Company; neither Company nor the Support Services and other products
<br />and services provided or performed by Company, shall violate or infringe upon any third party rights, including but not
<br />limited to the employment, trade secret, confidential and proprietary information, or any trademark, copyright or patent
<br />rights; that Company shall at all times comply with all applicable federal, state, or local laws, rules or regulations in
<br />the performance and provision of the Support Services and other products and services under this SA; that the
<br />Support Services, products and other services performed and provided under this SA shall contain the functionality
<br />specified in the applicable documentation and specifications applicable to such Support Services, products and other
<br />services and that for one (1) year from the date of performance will operate without material defect in accordance with
<br />the applicable documentation and specifications.
<br />VI. General
<br />a.Confidentiality. In the course of providing Support Services and other products or services hereunder, Company
<br />may have access to confidential and proprietary information and materials of Customer (“Confidential Information”).
<br />Confidential Information includes and is not limited to, information related to past, present or future research,
<br />development or business affairs, any proprietary products, software, materials or methodologies, trade secrets or any
<br />other information which provides Company with a competitive advantage. Confidential Information shall be used by
<br />Company only in conjunction with the provision or performance of Support Services and other services and products
<br />hereunder and shall not be disclosed to any third party. No rights or licenses under patents, trademarks or copyrights
<br />are granted or implied by any disclosure of Confidential Information. Upon Customer’s request or completion or
<br />termination of this SA, Company shall return all Confidential Information to Customer. Company shall only disclose
<br />Customer Confidential Information pursuant to Customer’s written authorization, and only to subcontractors,
<br />employees, officers, directors or affiliates (collectively, “Affiliated Persons”) who have a need to know such Customer
<br />Confidential Information in order to perform or provide the Support Services or other products or services for Customer
<br />related to Customer's systems, provided that such Affiliated Persons are subject to written confidentiality obligations
<br />with Company protecting Customer’s Confidential Information.
<br />b.Independent Contractors. Neither party is an employee, agent or representative of the other party. Neither party
<br />shall have any right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any
<br />obligation or liability or otherwise bind the other party. This SA does not create an association, joint venture, or
<br />partnership between the parties nor imposes any partnership liability upon either party.
<br />c.Force Majeure: Neither party shall be liable or otherwise responsible for any nonperformance or delay in performance
<br />of any of obligations under this SA during any period in which performance is prevented or hindered by any Force
<br />Majeure event, including by way of example but without limitation, lightning strike and any other acts of God, fire, flood
<br />and other severe catastrophic weather conditions, war, embargo, union strikes, explosions or riots.
<br />d.Assignment and Subcontracting: This SA, including any Order entered into hereunder, is assignable by either
<br />party with the other party’s prior written consent, which consent shall not be unreasonably withheld. Either party may
<br />assign this SA and Orders entered hereunder, in whole or in part, to an affiliate, subsidiary, joint venture, or third party
<br />into which said party is merged or which acquires substantially all of a party’s assets or control of said party. Company
<br />may freely subcontract any or all of the work hereunder, provided that Company shall retain responsibility for the work
<br />subcontracted.
<br />e.Company Employees: Customer and Company agrees that neither it nor any of its affiliates will employ or offer to
<br />employ, solicit, contract with, or otherwise agree with any of either party’s employees or representatives (including
<br />entities primarily owned by such employees or representatives) for the performance of support, service work, or adds,
<br />moves, or changes on any equipment provided, installed, or serviced hereunder, or any other services, during the
<br />ATTY/AGR.2022.006/Packet Fusion (Page 10 of 11)
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