G.E. Digital Agreement

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GE DIGITAL GENERAL TERMS AND CONDITIONS
The license or provision of the GE products and services ("GE Offerings") by the GE Digital business ("GE") providing this 
proposal or quote is expressly conditioned upon the terms and conditions contained or referred to herein. Any 
authorization by Customer to furnish the GE Offerings or order placed by Customer for GE Offerings will constitute 
acceptance of these terms and conditions.
1.
DEFINITIONS
The capitalized terms used in this Agreement shall have the meaning given to them below. Words imparting the singular
shall also include the plural and vice versa, as the context requires. GE and Customer are each referred to herein as a
"Party" and together as "Parties." The term "General Terms and Conditions" shall mean the body of the text that follows
and all appendices included therein. The term "Agreement" shall mean, collectively, these General Terms and Conditions
and any Order issuing from the attached quote or proposal.
1.1. 
"Acceptable Use Policy" is defined in Appendix A.
1.2.           "Affiliate" means, with respect to a Party, an entity that controls, is controlled by, or is under common control 
with such Party, where control means ownership, directly or indirectly, of 50% or more of the voting shares of the subject 
entity or the right to appoint a majority of the board of directors of the subject entity.
1.3. 
"Change Order" is defined in Section 6.1.
1.4.              "Confidential Information" of a Party means all of that Party's information and documentation disclosed to or 
accessed by the other Party in connection with this Agreement that is marked (or, if disclosed other than in writing, 
designated at the time of disclosure) as "confidential" or with a similar designation, including any information developed 
by reference to or use of the other Party's Confidential Information. GE's Confidential Information includes the GE 
Offerings. "Confidential Information" does not include information that: (a) is independently developed by the receiving 
Party, as demonstrated by the recipient's written records, without violating the disclosing Party's proprietary rights; (b) is or 
becomes publicly known (other than through unauthorized disclosure); (c) is disclosed by the owner of such information to 
a third party free of any obligation of confidentiality; (d) is already known by the receiving Party at the time of disclosure, 
as demonstrated by the receiving Party's written records, and the receiving Party has no obligation of confidentiality other 
than pursuant to this Agreement; or (e) is rightfully received by the receiving Party free of any obligation of confidentiality.
1.5. 
"Customer Content" means data, information, documentation, and software provided by Customer for use in 
connection with the GE Offerings.
1.6. 
"Deliverables" are defined in Section 6.3.
1.7. 
"Data Protection Plan" is defined in Section 3.7.
1.8. 
"Embedded Software" is defined in Section 4.2.
1.9. 
 "GE Offerings" means, collectively, the Hosted Services, Hardware, Software, Professional Services, and 
Support Services provided by GE in accordance with this Agreement.
1.10. 
"Hardware" means hardware equipment that is provided by GE to Customer, as described in Section 4.
1.11. 
"Hosted Services" are defined in Section 3.
1.12. 
"Infringement Claim" is defined in Section 12.1.
1.13.           "Open Source Software" means any software that is distributed as "free software," "open source software" or 
under a similar licensing or distribution model, including without limitation the GNU General Public License (GPL) (including 
the GNU Affero GPL License), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the

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Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards 
License (SISL) and the Apache License.
1.14. 
"Order" means Customer's acceptance of GE's quote or proposal to which these General Terms and 
Conditions are attached.
1.15. 
"Professional Services" are defined in Section 6.1.
1.16. 
"Service Documentation" is defined in Section 3.1.
1.17. 
"Software" is defined in Section 5.1.
1.18. 
"SOW" or "Statement of Work" is defined in Section 6.1.
1.19. 
"Support Services" means services associated with the support programs described in Appendix A.
1.20. 
"Third Party Services" are defined in Section 3.9.
1.21. 
"Third Party Software" is defined in Section 5.3.
1.22. 
"User" is defined in Section 3.8.2.
2.
SCOPE; ORDERS.
2.1.              Scope. Any offer made by GE herein is expressly conditioned upon acceptance of this Agreement, which sets 
forth the sole and exclusive terms and conditions that govern any Order for the provision of the GE Offerings. Any 
purchase order, order receipt, acceptance, confirmation, correspondence, online terms, or other confirmatory documents 
presented by Customer shall be deemed to be presented for payment purposes only. GE rejects, and shall not be bound 
by, any additional or different terms contained in such documents.
3.
HOSTED SERVICES
.
3.1.              General. "Hosted Services" are computer software applications, software platforms, and equipment monitoring
services that are hosted by GE and provided as a service to Customer. GE shall provide Customer with remote access to
the Hosted Services for the term of Customer's paid subscription, as described in an Order. Customer agrees to use the
Hosted Services solely in accordance with this Agreement, the product-specific terms and conditions described in
Appendix A, and the written documentation published or provided by GE for the Hosted Services (collectively, "Service 
Documentation").
3.2.              Hosted Services Warranty. For the term of Customer's paid subscription to the Hosted Services, GE warrants 
that such Hosted Services will materially comply with the then current Service Documentation provided for the Hosted 
Service. Customer acknowledges that GE may deliver continuous updates, changes, and improvements to the Hosted 
Services and the Service Documentation. GE may notify Customer of such changes by publishing updates or changes to 
GE's Web site for the Hosted Services or by means of written notice to Customer. Customer's sole remedy, and GE's sole 
obligation and liability, for any failure of the Hosted Services to conform to this warranty is for GE, at its option, to: (1) 
provide a correction or work-around or provide an issue resolution, or (2) permit Customer to terminate its subscription to 
the affected Hosted Services and receive a refund of the prepaid fees, if any, for the terminated and unexpired portion of 
such subscription.
3.3.          Disclaimers. WITHOUT LIMITING THE DISCLAIMERS IN SECTION 9.2, GE SPECIFICALLY DISCLAIMS ANY 
REPRESENTATION OR WARRANTY THAT HOSTED SERVICES WILL OPERATE FREE FROM ERROR, INTERRUPTION, OR 
DISRUPTION, INCLUDING, WITHOUT LIMITATION, DUE TO CYBER-ATTACKS, MALICIOUS OR OTHERWISE, OR FROM 
INTERRUPTIONS IN INTERNET CONNECTIVITY (INCLUDING DELAYS OR PACKET LOSS). CUSTOMER ACKNOWLEDGES THAT 
THE HOSTED SERVICES ARE NOT INTENDED FOR REAL-TIME CONTROL OR MONITORING DUE TO THE POSSIBILITY OF 
INTERRUPTIONS IN SERVICE OR CONNECTIVITY. CUSTOMER IS SOLELY RESPONSIBLE FOR THE SAFE AND CONTINUOUS

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OPERATION OF ITS EQUIPMENT, FOR VERIFYING RESULTS GENERATED BY THE HOSTED SERVICES, AND FOR TAKING 
APPROPRIATE ACTIONS BASED ON SUCH RESULTS.
3.4.              Changes. GE may change, discontinue, or deprecate any of the Hosted Services (including individual services 
or the Hosted Services as a whole) or change or remove features or functionality of the Hosted Services or revise the 
applicable Service Documentation. Without limiting the generality of the foregoing, GE may change, terminate, or 
discontinue all or a portion of a Hosted Service if required by changes in GE's relationship with a third party provider or 
licensor; if required to comply with law or requests or government entities; if providing the Hosted Services could create a 
substantial economic or technical burden or material legal or security risk; or if GE determines that use of the Hosted 
Services by Customer or the provision of the Hosted Services to Customer is prohibited or impractical due to a legal or 
regulatory reason. GE may change, discontinue, or add to the Support Services for the Hosted Services from time to time 
by posting a notice to the Web site where such Support Services are described. If such changes have a materially adverse 
effect on Customer's use of the Hosted Services, Customer may notify GE in writing, and GE may propose resolutions or 
work-arounds. If GE is unable to provide Customer with a resolution or work-around reasonably satisfactory to Customer, 
then Customer may terminate its subscription to the affected Hosted Services upon written notice to GE and receive a 
refund of the prepaid fees, if any, for the terminated and unexpired portion of such subscription.
3.5.              Use Limitations. Customer's Order may specify usage or deployment limitations relating to the Hosted 
Services. GE may enforce such usage limitations by technical or resource restrictions, or GE may permit excess usage and 
invoice Customer for such use at GE's standard rates. Customer agrees to pay for such additional invoices in accordance 
with the payment terms of this Agreement. If a usage limitation designated in an Order is based on limitations or 
entitlements not monitored by GE, then Customer agrees to limit its usage only to the designated scope and promptly 
notify GE if such limitations are exceeded. Customer shall use the Hosted Services solely for its internal business purposes 
as permitted by this Agreement and shall not license, sublicense, sell, resell, rent, lease, transfer, assign, publish, disclose, 
time share or otherwise commercially exploit the Hosted Services or make the Hosted Services available to any third 
party, other than as expressly permitted by this Agreement.
3.6.              Suspension. GE may suspend Customer's right to access or use any portion or all of the Hosted Services upon 
notice to Customer if GE determines that Customer's use of or registration for the Hosted Services: (i) is unlawful, 
fraudulent, or prohibited by law, (ii) poses a security threat to the Hosted Services, GE, GE's Affiliates, or any third party, (iii) 
may adversely impact the integrity of the Hosted Services or the systems or content of any other customer, (iv) may 
subject GE, GE's Affiliates, or any third party to liability, (v) violates the Acceptable Use Policy or acts in a manner 
inconsistent with Customer's Responsibilities as set forth in Section 3.8, or (vi) exceeds the scope of use authorized by GE. 
GE may also suspend Hosted Services if Customer is more than 30 days overdue on any payment obligation under this 
Agreement. GE shall use commercially reasonable efforts to re-establish Hosted Services after GE determines the cause of 
the suspension has been resolved. Any suspension under this paragraph shall not excuse Customer's payment obligations 
under this Agreement.
3.7. 
Security and Data Privacy.
3.7.1.         Security. GE shall use reasonable efforts to implement appropriate measures, in accordance with 
GE's standard security policies applicable to the Hosted Services ("Data Protection Plans") designed to secure 
Customer Content against accidental or unlawful loss, access, or disclosure. GE reserves the right to modify 
Data Protection Plans from time to time upon notice to Customer. Customer consents to GE's collection, use, 
and disclosure of information associated with the Hosted Services as described in this Agreement and the 
applicable Data Protection Plan, and in particular to the processing of Customer's Content in, and the transfer 
of Customer Content into, any country in which GE or its affiliates or subcontractors maintain facilities 
(including the United States). GE shall treat Customer contact information (including business contact 
information of Customer representatives) in accordance with GE's Privacy Policy available at 
http://www.ge.com/privacy. Customer consents to the disclosure of Customer Content to GE's subcontractors 
and Affiliates who agree to maintain and use Customer Content in accordance with this Agreement. 
3.7.2.         Regulated Data. If Customer Content includes any data subject to specific legal or regulatory 
requirements (including, but not limited to, health care data, EU personal data, export-controlled data, or 
sensitive government data), Customer shall notify GE in writing of such requirements and provide any 
information that is necessary or reasonably requested by GE to determine the applicable regulatory

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requirements. Except as may be specified by GE in writing, GE shall not have any responsibility to discover or 
provide a hosting environment that complies with such regulatory requirements. . Without limiting the 
generality of the foregoing, if Customer intends to use the Hosted Services to process personal data of 
individuals located in the European Union, Customer shall notify GE in writing and the parties will reasonably 
cooperate to comply with their respective obligations under the EU General Data Protection Regulation.
3.8. 
Customer's Responsibilities
.
3.8.1.         Customer Content and Equipment. Customer is solely responsible for the development, content, 
operation, maintenance, and use of Customer Content and Customer equipment. Customer is responsible for 
securing all necessary rights and permissions to provide Customer Content to GE and to use Customer Content 
with the Hosted Services. For example, Customer is solely responsible for:
a) the technical operation of Customer Content, including ensuring that calls Customer makes to or from any
Customer application or service are compatible with the Hosted Services;
b) compliance of Customer Content with the Acceptable Use Policy, Data Protection Plan, and applicable Service
Documentation;
c) compliance by Customer with all applicable laws, executive orders, administrative rules and regulations, safety
standards, ordinances, and court orders in using the Hosted Services;
d) any third party claims relating to the legal status of Customer Content;
e)
the operation, control, conditions, use, and maintenance of Customer equipment and ensuring that
Customer's computer systems and equipment meet the current technical requirements for the Hosted Services;
f)
the accuracy, completeness, and timeliness of Customer Content; and
g) proper handling and processing of notices sent to Customer (or any of Customer's Affiliates) by any person
claiming that Customer Content violates such person's rights, including notices pursuant to the U.S. Digital
Millennium Copyright Act or similar laws of other countries.
3.8.2.         Customer Security. Customer is responsible for properly configuring and using the Hosted Services 
and taking Customer's own steps to maintain appropriate security, integrity, and backup of Customer Content, 
which may include routine archiving of Customer Content and the use of encryption technology to protect 
Customer's Content and credentials. Customer's credentials (which may include username, passwords, tokens, 
certificates, keys, and pins) issued by GE or selected by Customer for accessing the Hosted Services are for 
Customer's internal use only and Customer may not share or disclose them to any other entity or person, 
except that Customer may disclose Customer's credentials to Customer's employees, agents, and 
subcontractors performing work on Customer's behalf ("User"). Customer is responsible for any use of 
Customer's credentials and for notifying GE immediately of any breach of security related to Customer's 
credentials. Customer is responsible for complying with the Data Protection Plan and all other security 
requirements published by GE or communicated to Customer for securing Customer Content in connection 
with using the Hosted Services. Customer is deemed to have taken any action that Customer permits, assists, 
or facilitates any User or other person or entity to take related to this Agreement, Customer Content, or the 
Hosted Services. Customer shall not take any action to circumvent any security feature or attempt to exceed 
authorized access to the Hosted Services or its related systems or networks; interfere with or disrupt the 
integrity or performance of the Hosted Services or the data contained therein; or send or store material 
containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or 
programs. If Customer becomes aware of any violation of the foregoing by a User, Customer shall immediately 
terminate such User's access to Customer's account and notify GE.
3.8.3.         Connectivity. Except as expressly provided in an Order, Customer is solely responsible for providing 
Internet connectivity for Customer's facilities and Customer equipment as necessary to access and use the 
Hosted Services (including all ISP charges). GE does not and cannot control the flow of data to or from the 
Hosted Services infrastructure and other portions of the Internet.  Such flow depends in large part on the 
performance of internet services provided or controlled by third parties.  At times, actions or inactions of such 
third parties can impair or disrupt Customer's connections to the Internet (or portions thereof).

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3.9.              Third Party Services. If specified on GE's Web sites for the Hosted Services, third parties may offer 
independent services, including hosted application services ("Third Party Services"), directly to Customer under a separate 
agreement, and Customer's acceptance of such offers will constitute a separate agreement solely between Customer and 
the third party provider thereof. If Customer subscribes to Third Party Services, Customer consents to GE sharing with the 
third party provider: (i) Customer contact and account information, (ii) Customer Content in connection with Customer's 
use of the Third Party Services, and (iii) additional information, if any, disclosed in writing to Customer in connection with 
the Third Party Services. GE shall have no warranty, support, maintenance, or other obligations or liability under this 
Agreement with respect to such Third Party Services.
4.
HARDWARE.
4.1.              Delivery. Delivery of Hardware sold will be made FCA GE's facility (Incoterms 2010).  Title to Hardware 
shipped by GE from the United States shall pass to Customer immediately after each item departs from the territorial land, 
seas, and overlying airspace of the United States.  Title to all other Hardware sold shall pass when the product is made 
available for shipment at the point of shipment.  Delivery of Hardware leased to Customer shall be made by commercially 
reasonable means.  Title to such leased Hardware shall not pass to Customer. Title to any software embedded in or 
included with Hardware ("Embedded Software") does not pass to Customer.
4.2.              Embedded Software. GE grants to Customer a limited, nonexclusive license to use any Embedded Software 
only with and as embedded within the associated Hardware, and Customer shall have no other rights with respect to 
Embedded Software, including any right to copy or modify the Embedded Software. Customer may transfer the 
Embedded Software to a third party only to the extent that Customer is permitted to transfer the associated Hardware 
under this Agreement. Embedded Software is otherwise governed by the license restrictions set forth in Section 10.4 
below.
4.3. 
Hardware Warranties. 
4.3.1.         Hardware Sold. During the applicable warranty period stated below, GE warrants that Hardware 
sold will be free from material defects in material and workmanship and will materially conform to any 
specifications agreed to by the Parties in writing.  If any failure to meet this warranty appears within 
applicable warranty period from the date of shipment of the Hardware, and Customer returns such equipment 
to GE pursuant to GE's applicable repair and replacement policy, GE shall correct any such failure at its option, 
(i) by repairing any defective or damaged part or parts of the equipment, or (ii) by making available, FCA GE's
shipment facility (Incoterms 2010), any necessary repaired or replacement parts.  Inbound shipping charges to
GE, including associated taxes, duties, tariffs, etc., shall be paid by Customer.  Return (outbound) warranty
repair shipping charges shall be paid by GE to Customer's destination.  GE shall have no warranty obligation
for Hardware damage or malfunction caused by accident, abuse, misuse, neglect, or improper repair, storage
or handling by Customer or its agents. If in GE's reasonable judgment such repair or replacement of Hardware
is not practicable, GE shall offer to refund or credit monies paid by Customer for such Hardware upon a return
of such Hardware to GE.  The applicable warranty period for sold Hardware is twenty-four (24) months from
shipment date, unless otherwise stated in the Order or an appendix hereto.
4.3.2.         Hardware Leased. Provided that Customer has paid all amounts due, GE warrants that Hardware 
leased will be free from material defects in material and workmanship and will materially conform to any 
specifications agreed to by the Parties in writing during the lease period. If leased Hardware fails to meet this 
warranty during the lease period, GE shall correct any such failure at its option, (i) by repairing any defective or 
damaged part or parts of the Hardware, or (ii) by delivering, in accordance with standard delivery protocols, 
any necessary repaired or replacement parts.  If in GE's reasonable judgment such repair or replacement of 
Hardware is not practicable, GE shall permit Customer to terminate the lease and return such Hardware.  In 
the event GE determines that the damage to the leased Hardware resulted from accident, abuse, misuse, 
neglect, or improper repair, storage or handling by Customer or its agents, Customer shall be charged the then 
applicable list price for the replacement of the Hardware.
4.3.3.         Remanufactured Subassemblies or Parts. Unless prohibited by law, certain Hardware may contain 
remanufactured subassemblies or parts which have been cleaned, refinished, inspected, and tested to

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new-product standards.  The warranty for any such product will be as provided in this agreement or any 
applicable warranty of the third party manufacturer, if applicable.
4.3.4.         Third Party Hardware. GE warrants Hardware manufactured by third parties including, but not 
limited to, personal computers, gateways, routers, servers, sensors, edge devices, micro drives, rotary disks, 
compact flash, cables and accessories, and embedded third party firmware only to the extent that the 
manufacturer's or third party's warranty allows GE to transfer such warranty to Customer.  GE shall pass 
through to Customer any such warranties.  Except to the extent any such manufacturer or third party 
provides a pass-through warranty, such Hardware is provided "AS IS" without warranty of any kind and the 
manufacturers and/or third parties disclaim all warranties, whether express or implied, including but not 
limited to the implied warranties of merchantability, title, non-infringement, or fitness for a particular 
purpose.  The manufacturers or third parties shall not have any liability for special, indirect, punitive, 
incidental, or consequential damages.  Customer's sole remedy for breach of such warranty shall be the 
remedy offered by and available from the manufacturer or third party, if any.  GE shall have no liability, 
whether in contract, tort, negligence, or otherwise, to Customer with respect to third party Hardware and 
associated Embedded Software.
The remedies stated in this Section 4.3 are Customer's exclusive remedy, and GE's sole obligation and liability, for any 
breach of the warranties for Hardware.
5.
SOFTWARE
.
5.1.              Scope. As used herein, the term "Software" shall mean certain computer software and related documentation
described in an Order, that is provided to Customer by digital download or on physical media for Customer's installation
on Customer's computers, including any updates or upgrades provided by GE in connection with Support Services. As used
herein, the term "Software" excludes any software hosted by or on behalf of GE and provided as a service.
5.2.              Licenses. Subject to Customer's payment of all applicable fees and compliance with this Agreement, GE 
grants to Customer a limited, non-transferable, nonexclusive license, for the license period specified in the applicable 
Order, to use the Software provided pursuant to an Order for Customer's internal business use.  Customer must comply 
with any license scope or usage limitations (such as named user, concurrent user, processor, server, site, facility, or asset 
based limitations) described on the applicable Order. Customer shall not license, sublicense, sell, resell, rent, lease, transfer, 
assign, distribute, time share, or commercially exploit the Software, or make the Software available to any third party, 
other than as expressly permitted by this Agreement.
5.3.              Separately Licensed Software. Some Software may be supplied to Customer under a separate license 
agreement, including Open Source Software ("Third Party Software"). Customer's use of such Third Party Software will be 
governed by such separate license agreements. GE shall have no warranty, support, maintenance, or other obligations or 
liability under this Agreement with respect to such Third Party Software.
5.4. 
Customer Responsibilities. Unless otherwise specified in an Order, Customer shall be solely responsible for:
a)
properly installing, configuring, and using the Software in accordance with applicable documentation,
b)
providing any hardware, equipment, and physical infrastructure necessary to run the Software,
c)
providing any third party software not included in the Software,
d)
maintaining the security, privacy, and backup of Customer Content,
e)
compliance with applicable laws related to the use, storage, or processing of Customer Content,
f)
the proper operation, control, and maintenance of Customer equipment monitored by the Software, and
g)
applying patches, bug fixes, upgrades, and updates of the Software or third party software.
5.5.              GE Software Warranty. GE warrants that as of the date of delivery by GE, Software will materially conform 
with the written product documentation supplied with the Software. If within ninety (90) days of the date of delivery it is 
shown that the Software does not meet this warranty, GE shall, at its option, either correct the defect or error in the 
Software, free of charge, or make available to Customer satisfactory substitute software, or, if none of the foregoing is 
reasonably practicable, offer to return to Customer all payments made as license fees therefor after Customer certifies 
that it has returned or deleted all copies of the Software in its possession.  The remedy provided in this Section shall be 
Customer's exclusive remedy, and GE's sole obligation and liability, for any breach by GE of the foregoing warranty.

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5.6.              DISCLAIMERS. WITHOUT LIMITING THE DISCLAIMERS IN SECTION 9.2, GE SPECIFICALLY DISCLAIMS ANY 
REPRESENTATION OR WARRANTY THAT: (I) SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR WILL MEET 
CUSTOMER'S SPECIFIC NEEDS; (II) SOFTWARE WILL DETECT ANY PARTICULAR FAILURE, FAULT, OR CONDITION, OR PROVIDE 
ANY PARTICULAR DEGREE OF ADVANCE WARNING OF AN IMPENDING FAILURE, FAULT OR CONDITION OF THE CUSTOMER 
EQUIPMENT; OR (III) CYBERSECURITY SOFTWARE WILL PROVIDE COMPLETE OR COMPREHENSIVE PROTECTION AGAINST ALL 
POSSIBLE SECURITY VULNERABILITIES OR UNAUTHORIZED INTRUSIONS.
5.7.              Delivery. Unless otherwise specified in an Order, Software will be made available for electronic download by 
Customer. GE shall be deemed to have delivered Software when GE makes the Software available for download by 
Customer. If an Order specifies that Software is to be delivered to Customer on physical media, then delivery of physical 
media will be made FCA GE's facility (Incoterms 2010). No title to the Software shall be transferred.
5.8.              Return or Destruction. Upon the expiration of Customer's license, or its earlier termination in accordance with 
this Agreement, Customer shall certify, at GE's written request, the deletion or return of all copies of Software in 
Customer's possession.
6.
PROFESSIONAL SERVICES.
6.1.              Services. GE shall provide Customer with the professional services ("Professional Services") set out in an Order that 
describes the scope of services, functionality, fees, deliverables, milestones, and estimated delivery dates, and other 
requirements thereof ("Statement of Work" or "SOW"). All material changes to any Statement of Work shall be effective only if 
set forth in a fully executed change order (each a "Change Order").
6.2.              Fees and Expenses. In addition to the fees stated in the Statement of Work, Customer shall reimburse GE for 
all reasonable and customary travel, lodging, and other related expenses incurred by GE or its personnel in connection 
with the performance of Professional Services.
6.3.              Deliverables. The deliverables resulting from Professional Services to be provided by GE to Customer will be 
described in the applicable Statement of Work ("Deliverables").  Acceptance procedures for the Deliverables, if any, shall be 
stated in the applicable Statement of Work. Otherwise, Deliverables shall be deemed accepted by Customer if GE has not 
received written notice of material defects or non-conformity within five (5) business days after delivery. No schematics or 
source code shall be furnished, unless specified in the Statement of Work.
6.4.              License. As between the Parties, GE shall retain all rights, title, and interests to any copyright, patent, 
trademark, trade secret, or other proprietary or intangible rights, that arise from GE's performance of the Professional 
Services, including any such rights embodied in the Deliverables, except for the following license to Customer:  upon full 
payment by Customer to GE of all applicable fees, GE grants to Customer a limited, non-exclusive, non-transferable license 
to use the Deliverables for its internal business purposes, which license shall be perpetual and royalty-free unless 
otherwise stated in the applicable SOW.
6.5.              Customer Responsibilities. If Professional Services are to be provided at Customer's site or a third-party site 
designated by the Customer, Customer shall on an ongoing basis provide GE access to: (i) such site in a clean, lighted, safe, 
and level condition; (ii) adequate power sources, networks, telephone, and data lines, and other utilities; and (iii) personnel, 
information, and documentation as reasonably required by GE.  Customer shall be responsible to obtain any required 
permits, approvals, authorizations, or the like to permit GE to perform services at the site.  To the extent Customer 
discloses or makes available to GE any materials, including Customer Content, Customer represents that it has the full 
right and authority to disclose such materials to GE for purposes of performing GE's obligations hereunder.
6.6.              Professional Services Warranty. GE warrants that Professional Services performed by GE will materially 
conform to specifications agreed to by the Parties in the Statement of Work and be performed in a manner consistent with 
standard commercial practices in the industry.  If Customer notifies GE of any material breach of this warranty within 
ninety (90) days from the delivery of the Deliverables, GE shall, at GE's option (i) reperform any defective portion of the 
Professional Services furnished, or (ii) if reperformance is not practicable, furnish without charge additional Professional 
Services in an amount essentially equal to those which, in GE's sole judgment, would have been required for

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reperformance. The Parties agree that the remedy set forth in this Section shall be GE's sole obligation and liability, and 
Customer's sole remedy, for warranty claims arising from or in connection with Professional Services.
6.7.              Disclaimers. WITHOUT LIMITING SECTION 9.2, IF PROFESSIONAL SERVICES INCLUDE PROVIDING CUSTOMER 
WITH ADVICE OR DATA, CUSTOMER ACKNOWLEDGES THAT THE INTERPRETATION OR APPLICATION OF ANY SUCH ADVICE 
OR DATA DEPENDS ON MANY FACTORS OUTSIDE OF GE'S ABILITY TO CONTROL OR FORESEE, AND THEREFORE, CUSTOMER 
ASSUMES SOLE RESPONSIBILITY FOR CONFIRMING SUCH ADVICE OR DATA WITH APPROPRIATE TESTING PRIOR TO TAKING 
ANY ACTION OR DECISION.  UNLESS OTHERWISE STATED IN A STATEMENT OF WORK, GE DOES NOT GUARANTEE THAT 
PROFESSIONAL SERVICES WILL PRODUCE ANY PARTICULAR RESULT OR OUTCOME.
7.
DELIVERY.
7.1.              General. Unless otherwise agreed by the Parties in writing: (a) GE shall determine the method and routing of 
all deliveries; (b) delivery dates and times are approximate and based on (i) prompt receipt by GE of all information 
necessary to permit GE to proceed with work immediately and without interruption, (ii) Customer's compliance with the 
payment terms, (iii) prompt receipt by GE of all evidence GE may request that any required export or import license, as 
applicable, is in effect; (c) the prices for the GE Offerings include only GE's usual quality processes, systems, and tests; and 
(d) partial deliveries shall be permitted.
7.2.              Packing. Hardware or tangible media delivered by GE shall be prepared, packed, and shipped by or on behalf 
of GE in accordance with good commercial practices, unless otherwise agreed by the Parties.  A complete packing list 
shall be enclosed with all shipments. Customer agrees to reimburse GE for any costs for any non-standard packing, 
marking, or shipping directions requested by Customer.
8.
PAYMENT.
8.1.              Payment Terms. Except to the extent otherwise specified by GE in writing, invoices for GE Offerings shall be 
issued pro rata as shipments are made or services performed or made available.  If GE consents to delay shipments after 
completion of any equipment, payment shall become due, title shall pass, and equipment shall be held at Customer's risk 
and expense as of the date when GE is prepared to make shipment.  Unless otherwise agreed in an Order, payment is due 
net thirty (30) days from the date of invoice.  All payments shall be made without set off for claims arising out of other 
sales by GE. Payment shall be made in the currency quoted. 
8.2.              Financial Condition. If the financial condition of Customer at any time does not, in the judgment of GE, justify 
continued performance on the terms of payment previously agreed upon, GE may require full or partial payment in 
advance or otherwise shall be entitled to terminate any Order or Statement of Work and receive any early termination 
charges specified therein. 
8.3.              Late Payments. Customer shall pay a monthly late payment charge computed at the rate of 1.5%, or the 
maximum interest rate permitted by law, whichever is less, on any past due amount for each calendar month (or fraction 
thereof) that the payment is overdue, and Customer shall reimburse GE for any and all costs and expenses of GE's 
collections efforts including reasonable attorney's fees, and costs associated with compromises and judgments arising 
therefrom.  GE retains a security interest and right of possession in the Hardware articles until Customer makes full 
payment, and Customer agrees to sign documentation at GE's request as reasonably necessary to perfect such interest.
8.4.              Sales and Similar Taxes. GE shall be responsible for and shall pay any and all corporate and personal income 
taxes imposed on GE and its employees by applicable laws ("GE Taxes"). Customer shall be responsible for and shall pay to 
GE all taxes, duties, fees, and other charges of any nature (including, but not limited to, ad valorem consumption, excise, 
franchise, gross receipts, import, export, license, property, sales and use, stamp, contract duty / registration fees, storage, 
transfer, turnover, value-added taxes ("VAT"), Business and Occupation or other similar taxes, and any and all items of 
deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any governmental authority of 
any country in connection with the execution or performance of the Agreement ("Customer Taxes"), but excluding GE Taxes . 
All prices are exclusive of Customer Taxes, which may be added by GE to Customer's invoice if applicable, unless Customer 
provides a direct pay or exemption certificate to GE where permitted by law. If Customer deducts or withholds any GE 
Taxes from payments owed hereunder, Customer shall provide to GE, within 30 days from payment, the official receipt 
issued by the competent government authority to which the GE Taxes have been paid, or an alternative document

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acceptable to the relevant tax authorities. In respect of taxes to be withheld, if any, Customer shall comply with any 
applicable bilateral conventions against double taxation. The Parties shall reasonably cooperate to claim any available 
exemptions from tax, fees, or duties that may apply to this Agreement. When Customer arranges the export or 
intra-European Union ("EU") community shipment, Customer shall provide to GE, free of charge and within 90 days (or, in 
the case of exports from the U.S., 30 days), evidence (obtained from Customer's forwarder) of exportation or intra EU 
community shipment. If the laws in the country in which GE performs under this Agreement, or the laws in the country of 
incorporation of Customer, require the Agreement to be subject to stamp duty, fee, or registration with any local authority, 
Customer shall be responsible for the required formalities and bear the related costs. Customer shall return to GE a copy 
of the registration certificate or a registered copy of the Agreement within 10 days from the due date required by said 
laws to apply for such fee, duty, or registration.
9.
REPRESENTATIONS AND WARRANTIES.
9.1.              General Conditions of Warranty. The warranties and remedies set forth herein are conditioned upon:  proper 
storage, installation, use, and maintenance of the GE Offering in accordance with the applicable documentation, the 
proper design, operation, and configuration of the system into which the GE Offering is installed, conformance with any 
applicable recommendations of GE, and GE's ability to reproduce and observe the claimed defect, and prompt notification 
to GE of any defects and, as required, promptly making any personnel and computer systems available.  Any 
unauthorized modification to or use of the GE Offerings by Customer will void the warranty.
9.2.              Disclaimer of Implied Warranties. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, GE 
AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES, CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESS, 
IMPLIED, OR STATUTORY, AND GE AND ITS LICENSORS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF 
MERCHANTABILITY, NON-INFRINGEMENT, DATA ACCURACY, SYSTEM INTEGRATION, AND FITNESS FOR A PARTICULAR 
PURPOSE.
9.3. 
Customer Warranties. Customer represents and warrants that it has all rights and consents necessary to 
disclose Customer Content to GE and to permit GE to use the Customer Content to perform GE's obligations hereunder.
10.
OWNERSHIP.
10.1.           Customer Content. As between Customer and GE, Customer retains all rights, title, and interests in and to 
Customer Content. Except as provided in this Agreement, GE obtains no rights under this Agreement from Customer to any 
Customer Content.
10.2.           Service Data. Customer consents to GE's use of Customer Content to provide the GE Offerings to Customer 
and to perform GE's obligations under this Agreement.  Customer further agrees that GE and its Affiliates may use 
information derived from Customer Content or generated by the GE Offerings to maintain, protect, create, develop, and 
improve the GE Offerings and other GE products and services, to the extent permitted by applicable law.
10.3.           Reserved Rights. Customer acknowledges that the GE Offerings are protected by the copyright, patent, trade 
secret, trademark, and/or other intellectual property laws of the United States and other countries. As between GE and 
Customer, GE (or its Affiliates and licensors) own and reserve all rights, title, and interests in the GE Offerings, except those 
rights and licenses expressly granted to Customer by this Agreement.
10.4.           Restrictions. Except as expressly authorized by this Agreement, Customer shall not (a) sublicense, copy, 
distribute, modify, or create derivative works of any GE Offering, except to the extent authorized by GE under separate 
agreements, (b) reverse engineer, disassemble, or decompile any GE Offering or apply any other process or procedure to 
derive the source code of the GE Offerings, (c) access or use the GE Offerings in a way intended to avoid incurring fees or 
to exceed usage limits or quotas, or (d) remove, alter, or obscure any proprietary notices that accompany the GE Offerings; 
or authorize or assist others to do any of the foregoing.
10.5.           Suggestions. If Customer provides GE or its Affiliates with any feedback or suggested improvements to the GE 
Offerings, then Customer consents to GE's use and implementation of such suggestions, without compensation to 
Customer, and as between the Parties, GE shall solely own products and services developed by or for GE from such 
suggestions.

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11.
CONFIDENTIALITY.
11.1.           Non-Disclosure and Non-Use. A Party receiving Confidential Information (the "Receiving Party") shall not directly 
or indirectly, at any time, without the prior written consent of the Party disclosing such Confidential Information (the 
"Disclosing Party"), use or disclose the Confidential Information or any part thereof for any use other than necessary for the 
performance of the Receiving Party's obligations under this Agreement or as otherwise expressly permitted by this 
Agreement. The Receiving Party shall use reasonable efforts, but not less than those efforts it uses to protect its own 
information of a similar nature, to avoid disclosure, dissemination, or unauthorized use of the Confidential Information of 
the Receiving Party.
11.2.           Compelled Disclosure. If the Receiving Party is requested by a governmental authority to disclose any 
Confidential Information, it shall promptly notify the Disclosing Party, to the extent permitted by law, to permit the 
Disclosing Party to seek a protective order or take other appropriate action, and shall assist in such activities. The 
Receiving Party shall only disclose that part of the Confidential Information as is required by law to be disclosed and the 
Receiving Party shall use commercially reasonable efforts to obtain confidential treatment therefor.
11.3.           Injunctive Relief. In addition to any other rights and remedies under this Agreement or at law, the Receiving 
Party acknowledges and agrees that, due to the nature of the Confidential Information, its confidentiality obligations to 
the Disclosing Party under this Agreement are of a unique character and agrees that any breach of such obligations may 
result in irreparable and continuing damage to the Disclosing Party for which there may be no adequate remedy in 
damages and accordingly the Disclosing Party shall be authorized and entitled to seek injunctive or other equitable relief.
12.
INDEMNIFICATION.
12.1.           By GE. GE shall, at GE's expense, defend or, at GE's option, settle any claim brought against Customer by a 
third party that any GE Offering infringes any third party's United States patent, copyright, trademark, or trade secret (an 
"Infringement Claim"), and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into 
by GE on Customer's behalf. As a condition of GE's obligation, Customer must notify GE promptly of any Infringement 
Claim in writing, tender to GE sole control and authority over the defense or settlement of such claim, and reasonably 
cooperate with GE and provide GE with available information in the investigation and defense of such claim. Any effort by 
Customer to settle an Infringement Claim without GE's involvement and written approval shall void any indemnification 
obligation hereunder. If use of any GE Offering becomes, or in GE's opinion is likely to become, enjoined or subject to a 
valid claim of infringement, GE may, at GE's option, (i) procure, at no cost to Customer, the right to use such GE Offering, or 
(ii) modify the GE Offering or provide a substitute that is non-infringing. If the foregoing is not commercially reasonable, GE
may, as applicable: (x) suspend or terminate Customer's subscription to the affected Hosted Service and refund the
unexpired portion of the prepaid fees for the suspended or terminated Hosted Services, or (y) terminate Customer's license
to the affected Software and refund the pro-rated license fees, or (z) accept a return of the affected Hardware and refund
the purchase price, less reasonable depreciation. GE shall have no obligation or liability under this Section for any
Infringement Claim to the extent caused by: (a) a modification to the GE Offerings not provided or performed by GE, (b)
Customer Content and Customer designs and specifications, (c) the combination of the GE Offerings with other hardware,
software, content, or services not provided by GE, (d) use of an infringing GE Offering after GE has provided a
non-infringing alternative, or (e) use of the GE Offerings beyond the scope authorized by this Agreement or contrary to
applicable documentation. This Section states GE's sole obligation and exclusive liability, and Customer's sole remedy, for
any third party claims of infringement or misappropriation of any intellectual or proprietary right.
12.2.           By Customer. Customer shall defend and indemnify GE, GE's Affiliates and licensors, and each of their 
respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, 
costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) 
Customer's or any of its Users' use of the GE Offerings, other than an Infringement Claim; (b) the legal status of Customer 
Content or the combination of Customer Content with other applications, content, or processes, including any claim 
involving alleged infringement or misappropriation of third-party rights by Customer Content or by the use, development, 
design, production, advertising, or marketing of Customer Content; (c) a dispute between Customer and any User; or (d) 
personal injury and/or property damage alleged to be caused by Customer's use of GE Offerings to manage Customer 
equipment.

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13.
LIMITATIONS OF LIABILITY.
GE, INCLUDING ITS AFFILIATES AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, 
EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, USE, GOODWILL, DATA, 
OR COSTS OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE). 
CUSTOMER IS SOLELY RESPONSIBLE FOR, AND BEARS ALL RISKS ASSOCIATED WITH THE CONTROL, OPERATION, AND USE OF 
CUSTOMER EQUIPMENT. EXCEPT TO THE EXTENT DIRECTLY CAUSED BY GE'S NON-COMPLIANCE WITH THE APPLICABLE GE 
DATA PROTECTION PLANS, GE SHALL HAVE NO LIABILITY ARISING FROM CYBERATTACKS OR UNAUTHORIZED INTRUSIONS. 
GE, INCLUDING ITS AFFILIATES AND LICENSORS, SHALL NOT BE LIABLE FOR CLAIMS ARISING OUT OF THIS AGREEMENT IN A 
CUMULATIVE AMOUNT EXCEEDING CUSTOMER'S ACTUAL DIRECT DAMAGES, UP TO THE AMOUNTS PAID BY CUSTOMER FOR 
THE PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY, AND, IN THE CASE OF HOSTED SERVICES, UP TO THE AMOUNTS 
PAID BY CUSTOMER IN THE ONE (1) YEAR PERIOD PRECEDING THE CLAIM. 
14.
TERM AND TERMINATION
.
14.1.           Term. The term of this Agreement will commence on the date that GE executes or accepts the Order governed
by this Agreement and will remain in effect until the termination or expiration of such Order and any renewals thereof, as
provided herein.
14.2.           Automatic Renewal. Except as otherwise stated in the Order, each license or subscription for Software or 
Hosted Services having a fixed and limited initial term shall be renewed automatically for successive one (1) year renewal 
terms, unless a Party provides the other Party with written notice of its intent to not renew at least thirty (30) days prior to 
the end of the initial or successive term.
14.3. 
Termination.
14.3.1.      For Breach. Either Party may terminate this Agreement, or any individual Order or Statement of 
Work, for a material breach by the other Party, which breach is not cured within thirty (30) days of written 
notice provided to the breaching Party, or which breach is incapable of being cured.
14.3.2.      For Insolvency. A Party may terminate this Agreement upon notice to the other Party if the other 
Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed, 
or is the subject of a proceeding under bankruptcy or insolvency law that is not dismissed within thirty (30) 
days of the filing date thereof.
14.3.3.      Effect of Termination. The expiration or termination of this Agreement, or of any Order or Statement 
of Work, shall terminate the licenses granted and services provided thereunder, except as otherwise provided 
in Section 14.1 or agreed in writing. Upon any termination or expiration of this Agreement, the following 
Sections survive: 8 (Payment), 10 (Ownership),  11 (Confidentiality), 12 (Indemnification), 13 (Limitations of 
Liability), 14 (Term and Termination), and 15 (Miscellaneous).
15.
MISCELLANEOUS.
15.1. 
Performance by GE. GE shall have the right to use subcontractors and Affiliates to perform its obligations 
under this Agreement, and in such event, GE shall remain responsible to Customer for such obligations.
15.2.           Excusable or Delayed Performance. GE shall not be liable for delays or nonperformance due to causes 
beyond its reasonable control, including, but not limited to, acts of God, acts of Customer, prerequisite work by others, acts 
of civil or military authority, government priorities, changes in laws or regulations, fires, strikes or other labor disturbances, 
floods, epidemics, war, terrorism, riot, delays in transportation or car shortages, or inability to obtain or delay in obtaining 
suitable labor, materials, government permits, or facilities, due to causes beyond its reasonable control.  In the event of 
any such delay, the time of performance shall be extended for a period equal to the time lost because of the delay, or if 
performance is rendered impossible, GE shall be excused from performance subject to an equitable adjustment to the 
applicable fees. In the event GE is delayed by conditions caused by Customer or by prerequisite work by other contractors 
or suppliers of Customer, GE shall be entitled to an equitable price adjustment in addition to extension of the time of 
performance.

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15.3.           Independence. GE and Customer are independent contractors, and neither Party, nor any of their respective 
Affiliates, is an agent, partner, or joint-venturer of the other for any purpose or has the authority to bind the other. Both 
Parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that 
are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the 
other Party and (b) to assist third party developers or systems integrators who may offer products or services which 
compete with the other Party's products or services.
15.4. 
No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any 
individual or entity that is not a party to this Agreement.
15.5.           Trade Compliance. Each Party shall comply with applicable laws that govern the import, export, or re-export 
of data or materials supplied under this Agreement. Without limiting the foregoing, Customer agrees that it shall not sell, 
distribute, disclose, release, or otherwise transfer any item or technical data provided under this Agreement to: (i) any 
country designated as a "State Sponsor of Terrorism" by the U.S. Department of State including, for this Agreement, the 
countries of Cuba and North Korea (ii) any entity located in, or owned by an entity located in, a "State Sponsor of 
Terrorism" country, Cuba, or North Korea, (iii) the region of Crimea, or (iv) any person or entity listed on the "Entity List" or 
"Denied Persons List" maintained by the U.S. Department of Commerce, the list of "Specifically Designated Nationals and 
Blocked Persons" maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US 
Government. This clause shall apply regardless of the legality of such a transaction under local law. Except as otherwise 
agreed in writing between the Parties, each Party shall be responsible for obtaining and maintaining any authorization 
required for its performance under this Agreement (including the transfer any item or technical data under this 
Agreement), such as export license, import license, exchange permit or other required government export or import 
authorization.  Each Party shall provide reasonable assistance necessary for the other Party to secure and comply with 
such authorizations as may be required. Each Party shall not be liable if any government export authorization is delayed, 
denied, revoked, restricted or not renewed despite commercially reasonable efforts by the Party. Additionally, such delay, 
denial, revocation or non-renewal shall not constitute a breach of this Agreement. Customer acknowledges that GE may 
conduct periodic screening of Customer and of its beneficial owners to comply with applicable laws and consents to the 
foregoing.
15.6. 
Language.  All communications and notices to be made or given pursuant to this Agreement must be in the 
English language.
15.7.           Severability and Interpretation. If any portion of this Agreement is held to be invalid or unenforceable, the 
remaining portions of this Agreement shall remain in full force and effect. Any invalid or unenforceable portions shall be 
interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable 
portion shall be severed from this Agreement but the rest of the Agreement shall remain in full force and effect. Section 
headings are used for convenience only.
15.8.           Audit. Customer agrees to permit GE or GE's designated agent, upon reasonable notice to Customer, to audit 
Customer's books, records, and facilities to verify Customer's compliance with the terms and conditions of this Agreement, 
including any usage limitations or restrictions applicable to the GE Offerings. If any audit reveals an underpayment by 
Customer, GE may invoice Customer for such underpayment in accordance with GE's standard policies. Customer agrees 
to pay such invoice in accordance with the payment terms of this Agreement. GE shall pay for any audits, unless an audit 
reveals that Customer has underpaid by more than 15% of the fees owed in any 3-month period, in which case, Customer 
shall reimburse GE for its reasonable audit costs.
15.9.           Notices. GE may provide any notice required or permitted to be given to Customer under this Agreement by 
sending a written notice to the mailing or email address set forth in the Order or otherwise provided by Customer to GE 
during account registration, as may be updated by Customer from time to time upon written notice to GE. Notices to GE 
may be provided as follows:
By personal delivery, overnight courier, or U.S. Postal registered or certified mail:
GE Digital
2700 Camino Ramon

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Suite 450
San Ramon, CA 94583
Attention: GENERAL COUNSEL
15.10.       Assignment. Neither Party may assign this Agreement, or any of its rights or obligations hereunder, without the 
prior written consent of the other Party, and any assignment in violation of this provision shall be void. Notwithstanding 
the foregoing, GE may assign this Agreement, or any of its rights or obligations hereunder, without the necessity for 
obtaining consent, to any Affiliate of GE. Subject to these requirements, this Agreement shall be binding upon, and inure to 
the benefit of the Parties and their respective successors and assigns.
15.11.       Entire Agreement. This Agreement is the entire agreement between Customer and GE regarding the subject 
matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, 
agreements, or communications between Customer and GE, whether written or oral, regarding the subject matter of this 
Agreement.
15.12. 
Amendments. Any Amendments to this Agreement must be in writing and must be signed by both Parties. No 
oral agreement, course of dealing, or trade usage shall be deemed to modify this Agreement.
15.13.       Waivers. The failure of a Party to enforce any provision of this Agreement shall not constitute a present or 
future waiver of such provision or limit a Party's right to enforce such provision later. All waivers must be in writing and 
signed by the Party issuing the waiver.
15.14.       Choice of Law. This Agreement shall be governed by the laws of the State of New York, without reference to its 
conflict of laws provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not 
apply to this Agreement. All disputes arising out of or relating to this Agreement shall be finally settled under the Rules of 
Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said 
Rules of Arbitration. The seat, or legal place, of arbitration shall be New York, New York. The language of arbitration shall be 
English. The Emergency Arbitrator Provisions shall not apply. The obligations under this Section shall not apply to any 
claim (including for injunctive relief) by a Party relating to any actual or alleged infringement of its copyright, patent or 
patent application, trademark, or trade secret, or for any breach of confidentiality hereunder.
15.15.       High Risk Uses. Customer acknowledges that the GE Offerings are not designed for real-time control or 
time-sensitive applications that have the potential to cause death, personal injury, or property damage or that could result 
in radioactive, chemical, or biological contamination or environmental damage. Customer assumes the entire risk for any 
such use and shall defend and indemnify GE and its Affiliates from any liability to third parties resulting therefrom. 
Customer agrees not to use the GE Offerings for control of any nuclear facility or activity.
15.16.       U.S. Government Contracting. If Customer is a U.S. Government entity or procures GE Offerings for or on behalf 
of a U.S. Government entity, the following provisions apply: (a) Customer agrees that all GE Offerings meet the definition of 
"commercial-off-the-shelf" (COTS) or "commercial item" as defined in FAR 2.101, and that the subparagraph terms of FAR 
52.212-5(e) or FAR 52.244-6 (or, for orders from the U.S Government, FAR 52.212-5 and FAR 52.212-4 with tailoring to the 
extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR 12.302(b) with these terms and 
conditions), and (subject to subsection (e) below) DFARS 252.212-7001(c) or DFARS 252.244-7000, whichever are applicable, 
apply only to the extent applicable to COTS or commercial items and only as appropriate for the dollar value of this order; 
(b) with regard to any terms related to Buy American Act or Trade Agreements, the country of origin of GE Offerings is
unknown unless otherwise specifically stated in writing by GE; (c) Customer agrees that any services offered by GE are
exempt from the Service Contract Act of 1965 (FAR 52.222-41); (d) Customer agrees that this sale is not funded, in whole or
in part, by the American Recovery and Reinvestment Act unless otherwise set forth in a written agreement of the Parties;
(e) GE makes no representations, certifications, or warranties whatsoever with respect to the ability of GE Offerings to
satisfy DFARS 252.225-7009, Restriction on Acquisition of Certain Articles Containing Specialty Metals; (f) with regard to
DFARS 252.204-7012, Customer agrees that no Unclassified Controlled Technical Information or Covered Defense
Information shall be provided to GE, delivered by GE to Customer, or used by GE in the performance of this Agreement;
and (g) Customer is solely and exclusively responsible for compliance with any other applicable statutes or regulations
governing sales to the U.S. Government, and GE makes no representations, certifications or warranties whatsoever with
respect to the ability of GE Offerings or prices to satisfy any such statutes and regulations other than those contained 
herein.

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Appendix A
Product Specific Terms and Conditions
The following terms and conditions apply to specific GE Offerings listed below, in addition to the terms and conditions of 
the main body of the MPSA. In the event of any conflict between the terms and conditions in this Appendix and the main 
body of the MPSA, these terms and conditions shall take precedence with respect to the GE Offerings described below.
1.
Predix Platform and APM Services (Hosted Services).
1.1.              Service Documentation. The Service Documentation for the Predix platform services includes descriptions of 
services, analytics, and apps, and associated documentation published by GE on the Predix Web site (Predix.io), as may be 
modified by GE from time to time. The Service Documentation for Asset Performance Management (APM) includes 
documentation that GE provides for the APM applications and the functionality described on Customer's Order. Customer 
shall comply with the Predix Acceptable Use Policy found at https://www.predix.io/legal/acceptable-use-policy ("Acceptable Use 
Policy") when uploading, storing, or processing any Customer Content.
1.2.              APIs. GE may change, discontinue, or deprecate any application program interface utilized for the Predix 
platform ("API") from time to time but shall use commercially reasonable efforts to continue supporting the previous version 
of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if 
supporting the previous version would pose a security issue or is rendered impossible or impractical as a result of a legal 
or technological requirement).
1.3.              Data Security. GE shall secure the Predix platform and APM applications hosted on Predix according to the 
published Data Protection Plan available at https://www.predix.io/legal/data-protection, as it may be updated by GE from 
time to time. Each Party agrees to comply with its respective obligations under the Data Protection Plan. GE may limit or 
otherwise restrict the ability of third party devices, including gateways, that have not been provided, approved, or certified 
by GE from accessing or connecting to the Predix Platform or APM applications, if in GE's opinion, such access or 
connection could pose a security risk or create a security vulnerability to the Hosted Services infrastructure or to other 
customers.
1.4.              Predix Studio. Predix Studio provides an integrated development environment to enable development of 
custom software code and plugins ("Application Components") designed to run on Predix App Engine. For the term of 
Customer's subscription to Predix Studio, GE shall provide Customer with hosted access to Predix Studio and Predix App 
Engine for Customer's internal use only. As between GE and Customer, GE shall solely and exclusively own all 
modifications or other derivative works of Predix Studio and Predix App Engine and Customer shall retain ownership of any 
other Customer Content.
1.5.              Asset Answers. The Asset Answers service uses data from multiple sources to deliver benchmarks. When you 
submit your data to us for benchmarking in connection with the Asset Answers service, we will anonymize your data and 
pool it with other anonymized data to generate benchmarks and analytics delivered to you and other users of our service. 
By ordering and using this service, you consent to our use of your data in the manner described above.
2.
Trial Offerings.
From time to time, GE may offer Customer access to certain GE Offerings that GE designates as "beta," "evaluation," or 
"trial" on the Predix Web site or in Order documents ("Trial Offerings"). Trial Offerings are provided to Customer free of 
charge, except as otherwise specified by GE. GE may limit, suspend, or terminate Customer's license or subscription to any 
portion of the Trial Offerings for any reason, in GE's sole discretion, including, for example, the expiration of the Trial 
Offerings period, to enforce Trial Offering usage limitations, or to protect GE's services or systems. Any product or service 
designated "alpha," "beta," or "pre-release" is subject to change without notice, may differ substantially upon commercial 
release, and may have limited or no Support Services.  Trial Offerings have not been fully tested and may contain defects, 
may lack standard security features, and may be taken offline or become unavailable without notice. Customer 
acknowledges that Trial Offerings may not meet all the security standards in the Data Protection Plan, and Customer is 
advised not to process or store any sensitive or confidential information or manage a production environment using Trial

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Offerings.  TRIAL OFFERINGS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND GE HAS NO OBLIGATION OR LIABILITY 
WITH RESPECT TO TRIAL OFFERINGS.
3.
Advisory Intelligence (Hosted Service).
3.1.  
Internet Advisory Site. As the Parties may agree in an Order, GE shall set up and/or host the internet server site 
("Internet Advisory Site") to provide Customer with equipment monitoring services ("Advisory Intelligence Services") using sensor data 
or other parameter data provided by Customer ("Advisory Source Data").  More specifically, Advisory Intelligence Services 
comprises estimates of the values of Advisory Source Data, residuals of the estimates and Advisory Source Data, 
difference alerts statistically indicating that the Advisory Source Data is different from what the proprietary technology 
expects, and incident messages defined by rules applied to all the above.
3.2.              DISCLAIMER. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN SECTION 9.2, GE SPECIFICALLY 
DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ADVISORY INTELLIGENCE SERVICES WILL DETECT ANY PARTICULAR 
FAILURE, FAULT, OR CONDITION, OR PROVIDE ANY PARTICULAR DEGREE OF ADVANCE WARNING OF AN IMPENDING 
FAILURE, FAULT, OR CONDITION OF CUSTOMER EQUIPMENT.
4.
Gateway Devices (Hardware).
GE has the right to remotely administer any device provided by GE pursuant to an Order for collecting and transmitting 
machine process data in order to provide a GE Offering ("Gateway Device"). If a Gateway Device is lost, stolen, damaged or 
destroyed, the Customer may order a replacement unit at the then current list price without extending the term of the 
Agreement with GE. Except as otherwise stated in an Order, upon termination of the applicable subscription or lease, 
Customer shall return the Gateway Device in accordance with GE's instructions.  If specified in the Order, the Gateway 
Device may be provided by Customer (and not GE) and therefore shall remain the sole property and responsibility of 
Customer. GE shall have no warranty or other obligation with respect to Customer-provided Gateway Devices. GE has the 
right to remotely administer any Gateway Device and apply critical software updates, in coordination with Customer. 
5.
ThingWorx / PTC (Software).
ThingWorx and PTC Software are licensed only for use in conjunction with, and as part of, the software application 
package provided by GE and may not be separated from the software application package or used on a standalone basis.
6.
Meridium APM (Software).
20.1.              Meridium Third Party Components (Software). Some Meridium software add-on modules are licensed to GE 
by third parties under the condition that GE incorporate certain additional terms and conditions in this Agreement when 
providing such modules to Customer. These additional terms and conditions are stated in the Meridium Activation 
Schedule that accompanies the Order, and to the extent that Meridium has licensed such modules to Customer under the 
applicable Activation Schedule, such additional terms and conditions are deemed to be incorporated herein by reference.
7.
Acceleration Plans (Support Services).
7.1.              Support Services. GE shall provide the support program and associated level of support as reflected in the 
applicable Order ("Support Services").  The applicable program, level of service and included or a la carte components that 
constitute the Support Services are further described in the Acceleration Plans Support & Services Guide and shall be 
acknowledged by GE (the "Support Confirmation"). Support Services may include various types of Services as described in the 
Acceleration Plans Support & Services Guide.
7.2.              Nature of Support Services.  Support Services may be provided independently as a GE Offering or as a required 
component of another GE Offering.  To the extent Support Services are provided as a component part of another GE 
Offering, the relevant Support Services must be purchased and shall terminate when such GE Offering is terminated or 
shall be extended to the extent such GE Offering is extended (including any automatic renewals thereof). To the extent 
Support Services are associated with Software, such Support Services shall automatically terminate in the event the 
license to the underlying Software is terminated.

DocuSign Envelope ID: 0BE8F41A-F7FA-4C37-BFD0-0DAB2B4B092A
Jeff Bartoletti
20-Oct-2021

EXHIBIT 1 
STATEMENT OF WORK , FEES & DELIVERABLES
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Consultant for full completion of all work required by the Project 
during the entire term of the Project must not exceed $250,000 per the attach quotes plus sales tax and contingency.
.

Page 1 of 3
Remit Payment Only To:
Quote#
BMIQ-06152021-417442 
By Electronic: Bank of America
1401 Elm Street 2nd Floor
Dallas TX, 75202
ABA Information: 111000012
Account Name: GE Digital LLC
Account Number: 4451103219
International Wires
Bank of America
100 West 33rd Street
New York, NY 10001
Swift Code: BOFAUS33
Account Name: GE Digital LLC
Account Number: 4451103219
Quote Date
Jun 15, 2021
Expiration Date
Oct 30, 2021 
Quote Revision
1
Primary Sales Person
Tanya Jackson 
Currency
USD
Primary Sales Email
Bill To:
End User:
Customer RFQ
3-Year Support Renewal 
Primary Sales Phone
CITY OF GLENDALE
5850 W GLENDALE AVE
GLENDALE, AZ 85301-2563
US
Bill To CSN: 12499700 
CITY OF GLENDALE
5850 W GLENDALE AVE
GLENDALE, AZ 85301-2563
US
End User CSN:  12499700
Payment Terms
Net Due in 30 Days 
Inside Sales Person
 Kris Milashus  
Inside Sales Email
 kmilashus@graymattersystems.com  
Inside Sales phone
 303-232-1516  
Detailed:aa 
S
IFIX-TERML
Serial No.
Base Serial Number Type of 
License
Part No.
Part Description
Comments
Quantity
Level
Renewal Date
Price
3-10678401-003-00
1
IF65PRUNLEN-S 
iFix v6.5 Plus Runtime 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$2,849.00 
3-10678401-006-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$3,569.66 
3-10678401-009-00
1
IF65PRUNLEN-S 
iFix v6.5 Plus Runtime 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$2,849.00 
3-10678401-012-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-015-00
1
IF65PRUNLEN-S 
iFix v6.5 Plus Runtime 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$2,849.00 
3-10678401-018-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-021-00
1
IF65PRUNLEN-S 
iFix v6.5 Plus Runtime 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$2,849.00 
3-10678401-024-00
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
1 
Premier 
Oct 30, 2024 
$7,138.83

Page 2 of 3
1 
Unlimited Points English SCADA 
Synchronization 
3-10678401-027-00
1
IF65PRUNLEN-S 
iFix v6.5 Plus Runtime 
Unlimited Points English SCADA 
Synchronization Backup 
License 
1 
Premier 
Oct 30, 2024 
$2,849.00 
3-10678401-030-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-033-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-066-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-069-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-072-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-075-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-10678401-108-00
1
IF65PDUNLEN-S 
iFix v6.5 Plus Development 
Unlimited Points English SCADA 
Synchronization 
1 
Premier 
Oct 30, 2024 
$7,138.83 
3-33889801-003-00
1
IF65PR075EN 
iFix v6.5 Plus Runtime 75 Points 
English 
1 
Premier 
Oct 30, 2024 
$1,238.57 
TOTAL 
17 
Oct 30, 2024 
$90,441.53 
Spacer
IFIX-TERML Subtotal 
Spacer
$90,441.53 
Spacer 
ICLIENT-TERML 
Serial No. 
Base Serial Number Type of 
License 
Part No. 
Part Description 
Comments 
Quantity 
Level 
Renewal Date 
Price 
3-10678401-060-00
1
IC65THDEN 
iClient v6.5 Thick Development 
/ Runtime English 
1 
Premier 
Oct 30, 2024 
$2,064.44 
3-10678401-078-00
1
IC65THDEN 
iClient v6.5 Thick Development 
/ Runtime English 
1 
Premier 
Oct 30, 2024 
$2,064.44 
3-10678401-096-00
1
IC65TSDEN-C013 
iClient v6.5 Thin-Terminal 
Services Development / 
Runtime English 13 Client 
1 
Premier 
Oct 30, 2024 
$10,614.81 
3-10678401-102-00
1
IC65TSDEN-C013 
iClient v6.5 Thin-Terminal 
Services Development / 
Runtime English 13 Client 
1 
Premier 
Oct 30, 2024 
$10,614.81 
3-10678401-105-00
1
IC65TSDEN-C013 
iClient v6.5 Thin-Terminal 
Services Development / 
Runtime English 13 Client 
1 
Premier 
Oct 30, 2024 
$10,614.81 
3-20748501-018-00
1
IC65TSDEN-C016 
iClient v6.5 Thin-Terminal 
Services Development / 
Runtime English 16 Client 
1 
Premier 
Oct 30, 2024 
$13,064.08 
3-20748503-021-00
1
IC65TSDEN-C015 
iClient v6.5 Thin-Terminal 
Services Development / 
1 
Premier 
Oct 30, 2024 
$6,123.67

Page 3 of 3
Runtime English 15 Client 
Backup License 
3-30187601-003-00
1
IC65TSDEN-C026 
iClient v6.5 Thin-Terminal 
Services Development / 
Runtime English 26 Client 
1 
Premier 
Oct 30, 2024 
$21,229.13 
TOTAL 
8 
Oct 30, 2024 
$76,390.19 
Spacer
ICLIENT-TERML Subtotal 
Spacer
$76,390.19 
Spacer 
HISTORIAN-TERML 
Serial No. 
Base Serial Number Type of 
License 
Part No. 
Part Description 
Comments 
Quantity 
Level 
Renewal Date 
Price 
3-20748503-028-00
1
HS81S0001250000-
A 
Historian v8.1 Standard 12500 
Points Alarms and Events 
1 
Premier 
Oct 30, 2024 
$29,521.50 
TOTAL 
35 
Oct 30, 2024 
$29,521.50 
Spacer
HISTORIAN-TERML Subtotal 
Spacer
$29,521.50 
Spacer 
Total: 
$196,353.22 
ATTENTION: Please do not fax or email any export controlled technical data to these fax numbers or email addresses.  
Purchase Terms: 
In consideration of this offer as outlined herein CITY OF GLENDALE is committing to a  year Acceleration Plan Support term (the "Term") contract, and as such, there is no right of 
refund or cancellation of this offer once a Purchase Order has been placed. 
Invoice Terms: 
Billing will be done in 3 installments on a(an) Annual basis starting upon receipt of order. 
New software purchased during the  -year term must include 12 months of Acceleration Plan Support; pricing for such support shall be in addition to the pricing set forth above. Support purchased during this 
Term will be synchronized at the to the next renewal period. 
This Quote does not include any freight charges or applicable taxes. All Items are Commercial items. Please include the Quote Number from this document on your Purchase Order. 
This order is expressly conditioned upon Customer's acceptance of the GE Terms and Conditions. GE Digital LLC is not bound by any terms on Customer's order 
which attempt to impose any condition at variance with GE's terms attached hereto. GE's failure to object to provisions contained in any of Customer's forms shall not be deemed an acceptance of any of 
Customer's terms or a waiver of the provisions of GE's terms and conditions which shall constitute the entire, final, and exclusive statement of the agreement between the parties.

Purchase Terms:
CITY OF GLENDALE acknowledges and agrees that the pricing set forth in this Quote is based on the Customer’s agreement to the following conditions: 
(1) Customer shall purchase GE Digital’s Acceleration Support for a period of three (3) years, from October 31,2021 through October 30,2024 the (“Term”) with
total fees of $196,353.22 (“Total Fees”) and (2) Customer shall have no right to terminate for convenience during the Term of this Quote.
Invoice Terms: 
Customer shall pay the Total Fees (exclusive of applicable taxes) within 30 days based on the below invoice schedule: 
Year 1:   65,451.07 invoiced upon receipt of this executed proposal 
Year 2:   65,451.07 to be invoiced on October 30,2022 
Year 3:   65,451.07 to be invoiced on October 30,2023 
New software purchased during the 3-year term must include 12 months of Acceleration Plan Support; pricing for such support shall be in addition to the pricing set 
forth above. Support purchased during this Term will be synchronized at the to the next renewal period commencing October 1,2024. 
IN WITNESS WHEREOF, GE Digital and Customer have caused this Quote to be signed and delivered by their duly authorized representatives. 
CITY OF GLENDALE 
GE Digital LLC 
By:  __________________________________ 
By:  _____________________________ 
Name:  _______________________________ 
Name: ___________________________ 
Title: _________________________________ 
Title:  ___________________________ 
Date:  ________________________________
Date: ___________________________ 
This Quote does not include any freight charges or applicable taxes. All Items are Commercial items. Please include the Quote Number from this document on your Purchase Order. 
This order is expressly conditioned upon Customer's acceptance of the GE Terms and Conditions. GE Digital LLC is not bound by any terms on Customer's order which attempt to impose any condition at  
variance with GE's terms attached hereto. GE's failure to object to provisions contained in any of Customer's forms shall not be deemed an acceptance of any of Customer's terms or a waiver of the provisions 
of GE's terms and conditions which shall constitute the entire, final, and exclusive statement of the agreement between the parties. 
Page: 4 of 4 
Adam Michael
Global Renewals Leader
20-Oct-2021

• 
Quote No: BMIQ-07082021-419772 
Revision: 1 
Quote Dote: Jul 8. 2021 
Quote Expiration: 
Aug 7, 2021 
Bil/To: 
CITY OF GLENDALE 
5850 W GLENDALE AVE 
GLENDALE, AZ 85301-2563 
us 
Contact Glendale Payables 
CSN: 12499700 
Payment Terms: Net Due in 30 Days 
Currency: USD 

 
lil:IilEi 
11 
,, 
Primary Sales Person: Tanya Jackson 
Soles Support Person: Kris Milashus 
Sales Support Email: kmilashus@groymattersystems.com 
Sales Support Phone: 
Ship To: 
CITY OF GLENDALE 
5850 W GLENDALE AVE 
GLENDALE, AZ 85301-2563 
us 
Contact: Jae Greth 
CSN: 12499700 
lnco Terms: FOBSHIPPING POINT 
--•,, :••1;.,....,. .. ■1hu•11., - -ó ô-- -:= - :::- -
II 
- 1_-
-
1•1-1aa1o • 11..,. 
1 
IC65THDEN 
iClient v6.5 Thick Development/ Runtime English 
2 
APN-PREM-PER-AUTO-
BDL 
Acceleration Pion Bundle - Premier Level for Automation Perpetual 
License 
US FEDWIRE or ACH !Domestic): 
Bank of America 
1401 Elm Street 2nd Floor 
Dollos TX, 75202 
ABA lnformotion: 111000012 
Account Name: GE Digital LLC 
Account Number: 4451103219 
Support through 10/30/202} 
1 
Remft Payment Only To: 
Gt UIQltal LLL 
2700 Camino Raman 
San Ramon. CA 94583-9130 
United States 
Quote Name: City of Glendale-New Thick Development 
Customer RFQ: City of Glendale-New Thick Development 
End User. 
CITY OF GLENDALE 
5850 W GLENDALE AVE 
GLENDALE, AZ 85301-2563 
us 
Contact: Joe Greth 
CSN: 12499700 
. ··fi: 
(fill) 
0 
3 
3 
· ··-
$4,427.00 
$188.21 
rro 
$13,281.00 
$564.63 
Quote Total: $13,845.63 
International Wires 
Bank of America 
100 West 33rd Street 
New York. NV 10001 
Swift Code: BOFAUS33 
Account Name: GE Digital LLC 
Account Number: 4451103219

ADDENDUM to the GE Digital, LLC Terms and Conditions  ("Agreement") 
The City of Glendale, Arizona  ("City")  and GE Digital, LLC ("Contractor)  further  agree as 
follows: 
I.
Conflicts.   Contractor acknowledges  this Agreement  is subject  to A.RS. §  38-511,
which allows for cancellation  of this Agreement in the event any person  who is significantly
involved  in initiating,  negotiating,  securing,  drafting,  or  creating  the  Agreement on  City's
behalf is also an employee, agent, or consultant of any other party to this Agreement.
II.
Lack of Appropriations.   Nothing in this Agreement  guarantees that some or all of
the funds  necessary to comply with all of the City's obligations  under  this Agreement will be
appropriated or otherwise  be available.   The City agrees to seek such appropriations in good
faith from the City Council and agrees not  to use the lack of appropriation as a substitute  for
termination for convenience.   If sufficient  funds are not appropriated or otherwise  available,
the  City may unilaterally  terminate this Agreement after providing  thirty  (30)  days written
notice.   In the event the City provides  such notice, the City will not be entitled to a refund or
offset  of any amounts  previously  paid but  will not  pay any amounts  that become  due after
providing  such notice.
III.
Audits and Records. Contractor must preserve the records related to this Agreement
for six (6) years after completion of the Agreement. The City or its authorized agent reserves
the right to inspect any records related to the performance of work specified herein. In addition,
the City may inspect all payroll, billing or other relevant records kept by Contractor in relation
to the Agreement. Contractor will permit such inspections and audits during normal business
hours and upon reasonable notice by the City. The audit of records may occur at Contractor’s
place of business or at City offices, as determined by the City.
IV. 
Attestation  of PCI  Compliance.   Not applicable to this contract The  Contractor will
provide the  City annually with a Payment Card  Industry  Data  Security Standard  (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.
V.
No   Boycott  of  Israel.    To  the  extent  A.R.S  $   35-393  through   §  35-393.03  are
applicable, the parties hereby certify that they are not currently engaged in, and agree for the
duration  of the Agreement  to not  engage in, a boycott  of goods  or services from  Israel,  as
that term is defined in A.R.S $ 35-393. 
VI.
Dispute   Resolution.   Any  controversy or  claim arising out  of or  relating  to  this
contract, or the breach  thereof, shall be settled by arbitration  administered according  to the
American  Arbitration Association's  Commercial   Arbitration   Rules,  and  judgment  on  the
award rendered  by the arbitrator  may be entered  in any court having jurisdiction thereof.
1     
4/29/2021

VII.     Non-Discrimination.  Contractor must not discriminate  against  any employee   or 
applicant   for  employment   on  the  basis  of race,  color,  religion,  sex,  national  origin,  age, 
marital   status,  sexual  orientation,  gender   identity   or  expression,  genetic  characteristics, 
familial status, U.S. military veteran  status or any disability. Contractor will require  any Sub• 
contractor utilized in connection with Contractor’s performance under this Agreement to 
be bound  to the same requirements  as stated within this  section.    
 
VIII.    Governing Law and Venue.   This Agreement and Addendum shall be governed by 
and enforced  using the law of the State of Arizona.   The parties agree that any judicial action 
brought to enforce the terms and conditions  of this Agreement shall be brought  in a court  of 
competent jurisdiction in Maricopa County, Arizona. 
 
IX.       Addendum  and Agreement  Conflict.    In  the  result  of any conflict  between   the 
Agreement and this Addendum, the terms of this Addendum shall prevail. 
 
 
 
CITY OF GLENDALE:                                    CONTRACTOR: 
 
 
 
 
By:Kevin R. Phelps 
Its: City Manager 
By: 
Its: Authorized  Representative
 
 
 
 
Date                                                                      Date 
 
 
 
 
ATTEST: 
 
 
 
 
Julie K. Bower 
City Clerk 
 
 
 
APPROVED AS TO  FORM: 
 
 
 
 
Michael D. Bailey 
City Attorney 
 
 
 
 
 
 
2                                    4/29/2021
DocuSign Envelope ID: D4BFDD20-DF48-4652-B2CD-C0180DFBB2B5
Jeff Bartoletti
20-Oct-2021