Unified Lease Agreement - Canon Solutions America Inc - Part 4

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Terms and Conditions (Continued) 5, Completion Criteria CSA will have frdfilled its obligations Under the SOW when one (1) of the following first occurs a. CSA completes the Deliverables, or, b. You terminate the SOW four reasons beyond the control of CSA, 6. Implementation Fees CSA will invoice You per the terms and conditions of the associated acquisition agreement. The parties acknowledge the Project Implementation fee was established on the scope of effort presented to CSA during initial discovery discussions. In the event additional, material requirements are uncovered during the detailed discovery or Implementation execution, CSA will require a Change Order in accordance with Section 4 hereofand Appendix A (Change Order Dorm;). 7. Period of Performance 'the approximate time to complete the Implementation is an estimate and is subject to revision. Should CSA encounter challenges to the scope or outside factors that have a rnateriall impact on. the Implementation, CSA will present a Change Order for the services and software needed to complete the job in accordance with Section 4 hereof and Appendix A (Change Order Form). 8, Implementation Scheduling & Change Policy CSA will endeavor to work diligently with You to accommodate reasonable schedule requirements. On -site work must be scheduled with a three (3) week minhourn advance notice. CSA recognizes circumstances may anise necessitating the rescheduling of the SOW implementation, Schedule changes requested more than fifteen (IS) business days prior to the scheduled Implementation date will lie accommodated with no charge to You. As CSA must reserve engineering resources in anticipation of the requested implementation date, scheduling changes requested within fifteen (1S) business days of the scheduled implementation date are subject to a fee of up to, and including, the full cost of the associated professional service fees and travel costs. 9, Limited Warranty and Limitation of Liability CSA mattes no warranty for proper functioning of equipment supplied by You including, but not limited to: PCs, servers and networks GSA makes no warranty for the proper functioning of your proprietary network, server or workstahou software. Proprietary is defined for this purpose as software packages that are riot sold by CSA. CSA warrants its workmanship on all installation services provided for a period of thirty (301 days from the date such services are rendered. This warranty applies only to the original installation by CSA and does not include alterations or modifications iti tinted by You or failure Hof equipment not provided by CSA, THE SERVICES PERFORMED UNDER THIS AGREEMENT ARE ADVISORY AND NO SPECIFIC RESULT IS ASSURED OR GUARANTEED. CSA EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU EXPRESSLY ACKNOWLEDGE THAT THE FURNISHING OF SERVICE UNDER THIS AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION AND USE OF EQUIPMENT OR SOFTWARE. CSA SHALL NOT HE LIABLE FOR INJURY OR PROPERTY DAMAGE EXCEPT TO THE EXTENT CAUSED BY CSA'S NEGLIGENCE OR WILLFULL MISCONDUCT, CSA SHALL NOT BE LiABLE FOR EXPENDITURES FOR SUBSTITUTE EQUIPMENT, SOFTWARE DR SERVICES, LOSS OF REVENUE OR PROFIT, LOSS, CORRUPTION OR RELEASE OF DATA, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, STORAGE CHARGES OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS SOW OR THE DELIVERABLES, REGARDLESS OF THE LEGAL THEORY ON WHICH THECLAIM IS BASED AND EVEN IF CSA HAS BEEN ADVISED OF THE POSSIBILITY OFSUCII DAMAGES. 10. Disclaimer This document is the property of and is proprietary to CSA. It is not to be disclosed in whole or in part without prior written consent of CSA, and shall not be duplicated or used in whole or in part, four any purpose other than to evaluate CSA's proposal, and shall be returned upon request. Client/Customer Wtials T ,n This document is the property of and isproprietary to Canon Solutions America. It is not to be disclosed in Page 21 whole or in part without prior written consent of Canon Solutions America, and shall not be duplicated or used in CANON 5olumon9AMOUCA whole or in part, for any purpose other than to evaluate Canon Solutions America's proposal, and shall be returned SER"'q3H upon request. December 30, 2016