PRODUCTS AND SERVICES TERMS AND CONDITIONSTHESE PRODUCTS AND SERVICES TERMS AND CONDITIONSGOVERN CUSTOMER’S ACQUISITION AND USE OF PIVOTTECHNOLOGY SERVICES CORP.D/B/A COMPUTACENTER ORCOMPUTACENTER UNITED STATES INC. (Each referred tohereinas“COMPUTACENTER”)
SERVICESAND
DELIVERABLES.

Computacenter for all taxes which may be levied upon
Computacenter because of Customer’s failure to promptly
provide a valid exception certificate.
6.

SERVICE FEES. Customer must pay Computacenter thefees, expenses and other costs set forth in the applicable
SOW. With respect to fixed price fees, Computacenter may
adjust such fees annually upon providing Customer at least 30
days prior written notice to account for inflation or otherincreased costs. Customer must pay time and a half for all
hours worked beyond eight (8) hours in a single weekday orhours worked on weekends or holidays which is being charged
as an hourly rate or on a time and materials basis.

7.

IDLE TIME. If Computacenter personnel assigned to performthe applicable services incur idle time due to the actions of
Customer, or other third party under the direction of Customer,(e.g., not having resources available as outlined in theapplicable SOW), then Computacenter may charge by the hourfor that idle time. Unless a specific rate is set fort for idle timein the applicable SOW, all idle time will be charged at theregular hourly rate set forth in the SOW for a maximum of eight
hours per occurrence. If Computacenter personnel incur eight(8) hours of idle time each day for three (3) consecutive
business days, Computacenter personnel will exit theCustomer’s location and not return until the project has been
rescheduled, and Customer will also be responsible for all
direct travel and per diem expenses incurred as a result.

8.

PRODUCT TERMS

BY EXECUTING A STATEMENT OF WORK THAT REFERENCES
THESE TERMS AND CONDITIONS, OR ISSUING A PURCHASEORDER TO COMPUTACENTER AGAINST A COMPUTACENTERQUOTE, CUSTOMER ACCEPTS AND AGREES TO THE TERMS
AND CONDITIONS SET FORTH HEREIN.
2.

TERM AND TERMINATION
2.1
Term. These Terms and Conditions will remain in effectuntil the completion of the applicable SOW, or delivery of all
items or services purchased pursuant to a purchase order (the“Term”).
2.2
Termination for Breach. A Party may terminate theAgreement and/or a SOW immediately if the other Partymaterially breaches the Agreement, or a SOW, and fails to
remedy the breach within thirty (30) days or such otherreasonable time frame as the parties may mutually agree after
receiving written notice of the breach from the other Party. In
addition, this Agreement and/or any SOW may be terminatedeffective immediately upon written notice if either Party: (a)becomes unable to pay its debts when they become due; (b)becomes the subject of a voluntary or involuntary bankruptcy
or insolvency proceeding; (c) is declared insolvent; or (d)makes an assignment for the benefit of creditors.

3.

INVOICING AND PAYMENT. All prices and payments are in
USD. Customer is required to make payments due under thisagreement within thirty (30) days from the date Customer hasreceived an invoice for same. Past due balances will accrue
interest per month at 1.5% or at the maximum applicablestatutory rate, whichever is lower. If Customer disputes theaccuracy of an invoice, Customer must notify Computacenterin writing no later than thirty (30) days following the date it
receives such invoice. Customer may withhold the amountdisputed; however, all undisputed amounts must be paid whendue. An invoice will be deemed to have been accepted if
Customer does not present a dispute on or before the datewhen the payment is due. The parties will make commerciallyreasonable efforts to resolve the billing dispute within areasonable amount of time. If Customer fails to pay any
undisputed invoices when due, Computacenter may, upon
notice to Customer, adjust pay terms, limit, or specify payment
methods, and/or suspend performance under this agreement,
any SOW or Purchase Order (“PO”) without liability. Nothingherein limits Computacenter’s remedies in the event Customer
fails to pay Computacenter.

4.

CREDIT APPROVAL. Customer must meet Computacenter’s
continuing credit approval. In the event Customer fails to meet
Computacenter’s credit approval as determined byComputacenter in its sole discretion, Computacenter may, at
its option, require Customer to provide additional credit security
in the form of pre-payment, letter of credit or other adequate
assurances of performance acceptable to Computacenter.

5.

TAXES. Customer must reimburse Computacenter for any
tax, tariff, customs duty, surcharge, or other fees imposed bylaw or regulation from time to time due to the performance ofthe services or sale of products, and which Computacenter isrequired to pay to any taxing or other regulatory or municipal
authority unless Customer provides a valid exemption
certificate prior to invoicing.
Customer must indemnify

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8.1 Product Pricing and Ordering. Computacenter will
provide product prices in a quote that will be valid for the timeperiod set forth in the quote. Computacenter may update thequoted prices if the applicable original manufacturer of the
products (“OEM”) or distributor increases its prices. Customer
may submit purchase orders to Computacenter for the quoted
products which will be subject to the terms and conditions of
this agreement. Computacenter may accept or reject any
purchase order issued by Customer.
Any terms andconditions contained in Customer’s purchase order, even if
such terms are acknowledged by Computacenter, will be nulland void. All purchase orders are non-cancellable by the
Customer.
8.2 Shipping
8.2.1 Domestic Shipping. Product shipped from and tolocations in the United States will be shipped FCA (Shipping
Point) (Incoterms 2010), freight prepaid and charged to theCustomer. Title, risk of loss, damage or destruction to the
products shall pass to Customer upon delivery to the common
carrier at the OEM’s or distributor’s location. Computacenter
reserves the right, in its sole discretion to select the means ofshipment, point of shipping, and routing.
8.2.2 International Shipping. Products shipped from and/or
destined outside the United States will be shipped FCA(Shipping Point) (Incoterms 2010), unless otherwise agreed
to in writing by Computacenter. Computacenter will be theexporter of record (EOR) for all shipments, and Customer orits designee shall be the importer of record (IOR) in thedestination country for all shipments. All taxes must be paidby Customer, using Customer’s country-specific tax
registration ID (e.g., VAT, GST) upon entry into the destination
country, where required by the applicable jurisdiction.
Additional fees, including but not limited to freight,
administrative fees, insurance, or other tax, may apply tointernational shipments and are the responsibility ofCustomer.
8.2.3 Export Compliance COMPUTACENTER WILL NOT
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SELL (AND CUSTOMER WILL NOT PURCHASE FROMCOMPUTACENTER) PRODUCT THAT IS INTENDED FOR
DELIVERY TO COUNTRIES EMBARGOED BY THE
UNITED
STATES
GOVERNMENT.
CUSTOMER
REPRESENTS AND WARRANTS TO COMPUTACENTER
THAT CUSTOMER WILL NOT TRANSFER PRODUCT TOA MILITARY OR GOVERNMENT END USER. Each party
understands and acknowledges that United States law,
including the United States Export Administration
Regulations, 15 C.F.R. Parts 730-774 (the “EAR”), and the
OFAC Economic Sanctions Regulations, 31 C.F.R. Parts 500
et seq. (“OFAC Economic Sanctions Regulations”) govern thesale, export, or other disposition of products. Each party
agrees to adhere to all provisions of the EAR and the OFAC
Economic Sanctions Regulations, and the terms, conditions,required procedures, and documentation of any export
licenses or other approvals issued for such products. Neither
party will participate in the sale, resale, supply, export,
reexport, or transfer by any means of any product acquired
from or supplied by Computacenter, or any technology
installed onto those products, to any destination, end-user, or
end-use prohibited or restricted under the export control or
economic sanctions laws and regulations of the United States.
8.3 Product Returns. Subject to applicable OEM and/or
distributor terms and conditions, Customer may return
products that, upon delivery, are damaged or defective.
Software may not be returned. Computacenter may impose
a restocking fee at its discretion. Refunds will not be given
but credits will be applied. The Customer must complete a
return merchandise authorization (“RMA”) for all returns within
five (5) days of receipt of the product. The RMA is available
upon request.
8.4 Maintenance Services for Products. Maintenanceservices may be available from the OEM or Computacenter.
Where Customer purchases such maintenance services fromthe OEM through Computacenter, Computacenter will passthrough the maintenance agreement directly to Customer,
and all terms and conditions of the OEM’s maintenanceagreement will apply. Computacenter shall not be liable forany deficiencies, breach, or other issues with the OEM’s
maintenance services.
8.5 Product Stored at a Computacenter Warehouse. In
the event Customer requests Computacenter to store productpurchased by Customer, Customer must enter into a Buy andStore agreement on form provided by Computacenter andComputacenter may charge warehousing fees. Except asotherwise agreed to by the parties in writing, Computacenter
is not obligated to store Customer products and reserves theright to ship any products held by Computacenter to theCustomer ship-to address on file.
8.6 Product Warranties. Computacenter does not provide
product warranties. All product warranties are provided
exclusively by the OEM. Computacenter will, upon request,
supply to Customer (insofar as possible) details of the terms
and conditions of any such manufacturer warranty. Customer
is responsible for complying with the applicable terms. Upon
request, Computacenter will provide reasonable assistance toCustomer for registering products for applicable warranties.
9.

LEASING In the event Customer leases products from
Computacenter, Computacenter may assign Computacenter’srights in any such products upon providing notice to Customer.
Customer shall cooperate with Computacenter in the event
Computacenter wishes to assign its rights in such products
and will execute documentation associated with suchassignment. So long as title in the products remain with
Computacenter, in the event of any uncured default of thisagreement by Customer, Computacenter shall have the rightVersion 01222024

to: (1) immediately re-take possession of all or any of the
products upon notice, and Customer hereby authorizes
Computacenter for that purpose to go upon any premises (orauthorize others to do so) on which the product is located;
and/or (2) require Customer, at its expense, to deliver all or anyof the products to Computacenter within a reasonable time
period specified by Computacenter.
10. SERVICE DELIVERABLES. Service deliverables (“Service
Deliverables”) are the completed work product delivered to
Customer as set forth in a SOW entered into between theparties. Service Deliverables are subject to an acceptancetesting period of ten (10) business days unless otherwise
specified in the SOW. The acceptance testing period will begin
the first business day following the day on which
Computacenter first offers the applicable Service Deliverable
to Customer for acceptance. During the acceptance testing
period, Customer must complete any testing as Customer
desires to determine the functionality, performance, andconformance of the Service Deliverable to the specifications
contained in the SOW. Customer must notify Computacenterof any deficiencies in writing prior to the end of the acceptancetesting period and Computacenter will use commerciallyreasonable efforts to resolve any such deficiencies in a timely
manner. If Customer (a) begins use of the Service Deliverable
in a production environment before acceptance, or (b) fails totimely notify Computacenter of its acceptance or nonacceptance of the Service Deliverable prior to the end of theacceptance testing period, Customer will be deemed to haveaccepted the Service Deliverable and shall have no further
recourse against Computacenter.
11. CHANGE CONTROL
11.1 Change Requests. Customer may request changes toan executed SOW by submitting a written change orderrequest specifying the requested changes in the requirements(the “Change Request”). Customer acknowledges that any
changes to a SOW may require increased work by
Computacenter necessitating a reasonable adjustment in thefees due Computacenter. Customer agrees to negotiate suchincreases in good faith and to accept any delays the Service
Deliverables and/or services caused by such negotiations.
Acceptance of the proposed Change Request shall be atComputacenter’s sole discretion. If Computacenter accepts
the proposed Change Request and Customer accepts any
associated adjustments in schedule and fees payable, theparties shall execute the proposed Change Request, whichshall detail the change in the Service Deliverables or Workforce
services and other related adjustments. After both parties
execute the Change Request the terms of the Change Request
shall prevail over the SOW to which the change applies, to theextent they are inconsistent. If Computacenter does not accept
the proposed Change Request and/or Customer does not
accept the related adjustments to the schedule and/or fees, theproposed Change Request will be considered null and void andthe applicable SOW shall continue to govern without change.
If the Customer requests changes while work is in process
under a SOW and the changes do not warrant the effort of theuse of the change control process described in this section
then Computacenter will, upon Customer’s written approval,
charge for the work on a time and materials basis atComputacenter’s hourly rate set forth in the applicable SOW.
11.2 Time and Materials. In the case of time and materials
work, the following definitions are used to apply normal timeand overtime rates. Normal business hours are defined aseight hours performed within a single twenty-four (24) hour
period beginning at 7:00AM and concluding at 6:00PM Monday
through Friday excluding holidays as defined by United States
Code Title 5 Section 6103(a). Hours worked beyond eight (8)hours in a single weekday or hours worked on weekends orPage 2 of 6

holidays are considered overtime hours.
12. INTELLECTUAL PROPERTY
12.1 Background Intellectual Property. Nothing in thisagreement grants Customer any right, title, or interest, express
or implied, in or to any intellectual property of OEM,
Computacenter, or its subcontractor(s), if any, existing prior to
the Effective Date or created independent of the Service
Deliverables under this agreement (“Background Intellectual
Property”). Customer understands and acknowledges that the
Background Intellectual Property contains the valuable trade
secrets of OEM, Computacenter, or its subcontractors, asapplicable, and constitutes Computacenter’s Confidential
Information. Customer may not attempt to modify, reverse
engineer, or decompile the Background Intellectual Property or
products supplied by Computacenter. Customer may notseparately use or exploit any Background Intellectual Property
even if such Background Intellectual Property is incorporated
in or otherwise utilized as a part of Service Deliverables or
Customer Owned Deliverables.
12.2 Right to Service Deliverables and Customer Owned
Deliverables. Upon payment in full of all fees due toComputacenter, Customer will have a non-exclusive, nontransferable, object code only, perpetual license to use theService Deliverables, including any Background Intellectual
Property incorporated therein, solely for Customer’s internaluse, and subject to and consistent with the SOW pursuant towhich the Service Deliverable was created. Except in the caseof Customer Owned Deliverables, Computacenter reserves allright, title, and interest in and to the Service Deliverables, andshall retain ownership of all intellectual property embodied in
the Service Deliverables.
12.3 Intellectual Property and Licensing of Service
Deliverables. Certain Service Deliverables may be expressly
designated in a SOW as “Customer Owned Deliverables.” Insuch case, upon payment in full of all relevant SOW fees,
Computacenter will assign to Customer all right, title, andinterest to Customer in the Customer Owned Deliverables,
excluding any Background Intellectual Property that may beincorporated therein.
Upon Customer’s request and at
Customer’s expense, Computacenter will execute such
documents as may be necessary to perfect Customer’s rights
in the Customer Owned Deliverables. In addition, Customer
hereby grants Computacenter a non-exclusive, royalty-free,perpetual, world-wide license to use the Customer Owned
Deliverables in connection with Computacenter’s business,
including, but not limited to, the provision of services, Service
Deliverables and products to its customers. Except for
Customer Owned Deliverables, if any, this is not a work madefor-hire agreement, as that term is defined in Section 101 of
Title 17 of the United States Code.
13. CONFIDENTIALITY. Each party may disclose to the othercertain non-public information or materials relating to a party’s
products, intellectual property, business, marketing,customers, pricing, and other confidential information andtrade secrets (“Confidential Information”).
Confidential
Information does not include information that: (a) is or becomespublicly available through no breach by the receiving party; (b)was previously known to the receiving party prior to the date ofdisclosure, as evidenced by contemporaneous written records;(c) was acquired from a third party without any breach of any
obligation of confidentiality; (d) was independently developedby a party hereto without reference to Confidential Informationof the other party; or (e) is required to be disclosed pursuant toa subpoena or other similar order of any court or government
agency, provided, however, that the party receiving such
subpoena or order shall promptly inform the other party inwriting and provide a copy thereof, and shall only disclose that
Version 01222024

Confidential Information necessary to comply with such
subpoena or order. Except as expressly provided herein, thereceiving party will not use or disclose any Confidential
Information of the disclosing party without the disclosing party’s
prior written consent, except disclosure to and subsequentuses by the receiving party’s employees or consultants on aneed-to-know basis, provided that such employees or
consultants have executed written agreements restricting use
or disclosure of such Confidential Information that are at least
as restrictive as the receiving party’s obligations under thissection. Subject to the foregoing nondisclosure and non-use
obligations, the receiving party agrees to use at least the samecare and precaution in protecting such Confidential Information
as the receiving party uses to protect the receiving party’s own
Confidential Information and trade secrets, and in no event lessthan reasonable care. Each party acknowledges that due tothe unique nature of the other party’s Confidential Information,
the disclosing party will not have an adequate remedy in moneyor damages in the event of any unauthorized use or disclosureof its Confidential Information. In addition to any otherremedies that may be available in law, in equity or otherwise,
the disclosing party shall be entitled to injunctive relief toprevent such unauthorized use or disclosure.
14. LIMITED SERVICE WARRANTY. Computacenter represents
and warrants: (i) that it is competent, experienced, and trained
to provide all services set forth in the SOW; and (ii) that theservices will be provided in a professional and workmanlike
manner.
NOTWITHSTANDING
THE
ABOVE,COMPUTACENTERDOESNOTWARRANTORGUARANTEE IN ANY FORM THE RESULTS OR
ACHIEVEMENTS OF THE SERVICES IT PROVIDES.
Customer must provide Computacenter with written notice of
all claims for breach of service warranties within thirty (30) daysof the applicable service completion. ALL WARRANTY
CLAIMS NOT MADE IN WRITING WITHIN SUCH THIRTY(30) DAY PERIOD WILL BE DEEMED WAIVED. Upon its
receipt of a valid warranty claim, Computacenter will use
commercially reasonable efforts, at its sole option and
expense, to: (i) promptly refund Customer for the fees related
to the non-conforming service; or (ii) correct or modify the nonconforming service to make such service conforming. The
foregoing remedies in this section are Customer’s sole andexclusive remedies for related to breach of the service
warranties. The service warranties are solely for the benefit of
Customer and Customer will have no authority to extend suchwarranties to any third party.
15. DISCLAIMER
LIMITATIONOFWARRANTIESANDLIABILITY

15.1 EXCEPT FOR AS PROVIDED IN SECTION 13, THE
SERVICES ARE PROVIDED “AS IS,” WITH ALL FAULTS,
AND WITHOUT WARRANTIES OF ANY KIND. THE
WARRANTIES SET FORTH IN SECTION 13 CONSTITUTE
THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED
BY COMPUTACENTER WITH RESPECT TO ANYSERVICES PROVIDED BY COMPUTACENTER UNDER
THIS AGREEMENT. COMPUTACENTER DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS AND IMPLIED,INCLUDING, BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE. COMPUTACENTER
DOES NOT WARRANT OR REPRESENT THAT THE
SERVICES OR SERVICE DELIVERABLES WILL BE
UNINTERRUPTED, ERROR-FREE OR COMPLETELYSECURE. CUSTOMER ACKNOWLEDGES THAT THERE
ARE RISKS INHERENT IN INTERNET CONNECTIVITYTHAT COULD RESULT IN THE LOSS OF CUSTOMER’SPRIVACY,CONFIDENTIAL
INFORMATIONAND
PROPERTY. COMPUTACENTER WILL IN NO WAY BE
HELD RESPONSIBLE OR LIABLE FOR DAMAGES,
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MONETARY OR OTHERWISE, BY CUSTOMER, OR ANYOTHER AFFECTED PARTY, IN THE EVENT OF SECURITY
BREACHESORNETWORKSECURITY-RELATEDOUTAGES,DAMAGES,OR
LOSSESANDCOMPUTACENTER EXPRESSLY DISCLAIMS ANYREPRESENTATIONS AND WARRANTIES WITH REGARD
TO THE PROVISION OF ANY SERVICES RELATING TO
SYSTEMS OR DATA SECURITY OR PRIVACY.
15.2 COMPUTACENTER MAKES NO WARRANTY OF
ANY KIND, WHETHER EXPRESS OR IMPLIED WITHREGARD TO ANY PRODUCTS, CONTENT, SOFTWARE,
EQUIPMENT, OR HARDWARE OBTAINED FROM THIRDPARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”).
COMPUTACENTER EXPRESSLY DISCLAIMS ALL
WARRANTIES, EXPRESS AND IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND TITLE/NON-INFRINGEMENT WITHREGARD TO PRODUCTS OR ANY THIRD-PARTY ITEMS.
CUSTOMER SHOULD CONSULT THE RESPECTIVE
OEMS OF THE THIRD- PARTY ITEMS FOR WARRANTYAND PERFORMANCE INFORMATION. NOTHING HEREIN
SHALL BE CONSTRUED AS COMPUTACENTER’SEXPANSION IN ANY WAY OF A OEM’S STANDARD ENDUSER WARRANTY.
15.3 EXCEPT FOR BREACHES OF CONFIDENTIALITY,IN NO EVENT, WHETHER BASED IN CONTRACT OR
TORT(INCLUDING
STRICT
LIABILITYAND
NEGLIGENCE), WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL,
INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY
KIND, OR FOR LOSS OF DATA, LOSS OF REVENUE,
LOSS OF BUSINESS OR OTHER FINANCIAL LOSSARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE OF THIS AGREEMENT AND ALL SOWSISSUED HEREUNDER, REGARDLESS OF WHETHERSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.
15.4 NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, COMPUTACENTER’S MAXIMUM
LIABILITY FOR DAMAGES ARISING OUT OF THISAGREEMENT IN CONNECTION WITH ANY CLAIM OR
TYPE OF DAMAGE (WHETHER IN CONTRACT OR IN
TORT AND INCLUDING, WITHOUT LIMITATION, FOR
BREACH OF WARRANTY, NEGLIGENCE AND STRICTLIABILITY IN TORT), WILL NOT EXCEED THE GREATER
OF: (A) AGGREGATE AMOUNT OF THE FEES PAID TOCOMPUTACENTER FOR SERVICES DURING THE
TWELVE(12)MONTH
PERIODIMMEDIATELYPRECEDING THE EVENT GIVING RISE TO THE
LIABILITY; OR (B) ONE HUNDRED THOUSAND($100,000.00) DOLLARS.
16. INSURANCE
Computacenter will maintain the following insurance coverageduring the Term:

i.

ii.

Workers’Compensation/Employer’s
Liability
Insurance in accordance with applicable statutory
requirements and not less than $1,000,000 per
accident for bodily injury by accident, $1,000,000
policy limit by disease and $1,000,000 per employee
for bodily injury by disease.
Commercial General Liability Insurance written on
an occurrence form including coverage for bodily
injury, property damage, products and completed
operations, personal injury, advertising injury andcontractual liabilities arising out of any and all

Version 01222024

iii.
iv.
v.

services provided under this agreement withminimum limits of $1,000,000 per occurrence and$2,000,000 annual aggregate.
Automobile Liability Insurance with a limit of not lessthan $1,000,000 per accident.
Professional
Liability/Errors
andOmissionscoverage of not less than $3,000,000 each claim andannual aggregate.
Umbrella/Excess Liability with policy limits of not lessthan $2,000,000 per occurrence and annual
aggregate, as excess over general liability,
automobile liability and employer’s liability.

All insurance policies shall be issued by companies licensed
to do business in the states/countries where the services aredelivered and will be rated "A-" or better by A.M. Best. Upon
request by Customer, Computacenter will provide Customer
with a copy of a Certificate of Insurance reflecting suchcoverage.
17. INDEMNITY
17.1 Customer agrees to defend, indemnify and holdComputacenter harmless from and against any and all
damages, costs and expenses (including reasonable
attorneys’ fees), claims and liabilities to the extent arising outof any suit, claim, or action by a third party relating to: (i)Customer’s gross negligence, unlawful or willful misconduct
or (ii) any claim of infringement of a third party’s U.S. patent,
trade secret, or copyright arising from Customer’sunauthorized use of a product or Service Deliverable.
Computacenter must (a) provide Customer prompt written
notice of any such claim; (b) cooperate in the defense of any
such claim; and (c) not settle such claim without Customer’s
prior written approval.
17.2 Computacenter agrees to defend, indemnify and holdCustomer harmless against any and all damages, costs andexpenses (including reasonable attorneys’ fees), claims andliabilities to the extent arising out of any suit, claim, or action
by a third party relating to (i) Computacenter’s grossnegligence, unlawful or willful misconduct; or (ii) any claim of
infringement of a third party’s U.S. patent, trade secret, or
copyright asserted against Customer (excluding products) byvirtue of Customer’s licensed use of the Service Deliverables(except if such claim arises from the unauthorized actions of
Customer). Customer must (a) provide Computacenter
prompt written notice of any such claim; (b) cooperate in the
defense of any such claim; and (c) not settle or such claim
without Computacenter’s prior written approval.
17.3 If the Service Deliverables become or, in
Computacenter’s opinion, are likely to become, the subject ofa claim of infringement for which Computacenter is obligatedto indemnify Customer under this section, Computacenter
may, at its option and expense either (a) procure for Customer
the right to continue to use the Service Deliverables ascontemplated under this agreement, or (b) replace or modify
the Service Deliverables and/or modify the use of such
Service Deliverables so that they are no longer infringing,
without loss of material functionality. If neither option isreasonably available to Computacenter, then this agreement
may be terminated at the option of either party hereto without
further obligation or liability. In the event termination under
this section occurs during the first twelve (12) months from thedate of initial delivery of the infringing Service Deliverable(s),Computacenter will refund the fees paid, if any, for the
infringing Service Deliverables, prorated over such twelve(12) month period. The indemnification and remedies in thissection constitute Customer’s sole and exclusive remedies
and Computacenter’s sole and exclusive liability regarding
claims of infringement relating in any way to the services
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and/or Service Deliverables.
18. BACKGROUND CHECKS
Computacenter will conduct, or has conducted, a criminal
background check at its own expense on Computacenter
personnel that perform services at Customer’s location prior
to the commencement of such services. Computacenter
personnel shall not be eligible to perform services at a
Customer location if he or she, to Computacenter’sknowledge, (1) has been convicted of any crime involving
dishonesty, theft, computer crimes or financial crimes
including, but not limited to, check kiting or passing bad
checks; embezzlement, identity theft, fraud, money
laundering; and/or (2) has been convicted of any sex or violent
crime including but not limited to rape, child molestation,
terrorism or battery. Computacenter will conduct backgroundchecks which verify personnel information and review
applicable records for Computacenter personnel that perform
services at Customer’s location from the previous ten (10)years, unless a shorter period is required by federal, state, or
local law. Should Customer require additional backgroundchecks or other related checks for Computacenter personnel,
any such additional background checks will be performed atCustomer’s expense.
19. GENERAL PROVISIONS
19.1 Assignment.
Customer may not assign thisagreement or any part thereof without the prior writtenconsent of Computacenter. Computacenter may assign thisagreement, in whole or in part, without Customer’s consent,
to an affiliate, or in connection with a merger, acquisition,divestiture, corporate reorganization, or sale of all or
substantially all its assets. This agreement is binding uponand inure to the benefit of the parties, their respective
successors and permitted assigns. For the purposes of thisagreement an affiliate is an entity that directly or indirectly
shares a common ownership or control with a party to thisagreement.
19.2 Governing Law, Venue and Limitation of Actions.
This agreement is governed in all respects by and construed
under the laws of the State of Georgia, without reference tochoice of law principles. In addition, the parties agree andconsent that the courts of Gwinnett County, Georgia will haveexclusive jurisdiction and will be the exclusive venue for any
legal actions relating to this agreement or the services
provided hereunder.
19.3 Compliance with Laws. Both parties must comply withall applicable federal, state, and local laws and regulations
including, without limitation, regulations on the access,collection, use, storage, transmission and provision of data.
19.4 Disclosure of Personal Information. Customer must
not cause Computacenter to come into contact with, control,
or otherwise access personal data of any kind, including but
not limited to Customer’s personal data, without prior written
notice to Computacenter and the express identification of thepersonal data as such. Customer’s failure to properly notify
Computacenter pursuant this section shall be deemed amaterial breach of this agreement.
19.5 FCPA. Each party hereby represents warrants andcovenants to the other that such party shall comply with therequirements of the U.S. Foreign Corrupt Practices Act and if
applicable, the UK Bribery Act 2010 (collectively the “FCPA”)
and any other applicable anti-corruption national orinternational laws and regulations. Each party hereby
represents, warrants and covenants to the other that suchparty has not, and agrees that it will not, in connection with theVersion 01222024

transactions contemplated by this agreement or in connection
with any other business transactions involving the other party,
make, promise or offer to make any payment or transfer
anything of value, directly or indirectly: (i) to any foreign
government official or to an intermediary for payment to any
foreign government officials; or (ii) to any political party. No
payments or transfer of value shall be made which have thepurpose or effect of public or commercial bribery, acceptanceof or acquiescence in extortion, kickbacks or other unlawful or
improper means of obtaining or retaining business.
19.6 GDPR. If the services performed in relation to thisagreement or any associated SOWs, involves, or is expected
to involve, the processing of personal data as governed by theGeneral Data Protection Regulation (EU) 2017/679 (“GDPR”)
of the European Parliament and of the Council of 27 April
2017, the terms of Computacenter’s Data Protection
Addendum as provided online by Computacenter or otherwise
furnished to Customer shall apply to this agreement, which
are incorporated herein by reference. In the event of a conflict
between the terms of this agreement and the terms of theData Protection Addendum, the terms of the Data Protection
Addendum shall prevail in relation to the processing of such
personal data. If such personal data is to be processed inconnection with this agreement or any associated SOW,
Customer must notify Computacenter in writing before any
personal data is disclosed to Computacenter. Customer
acknowledges and agrees that Computacenter’s transfer ofsuch data to Computacenter Affiliates for the purpose ofeffectuating this agreement will be deemed a RestrictedTransfer as defined in the Data Protection Addendum
between Customer and Computacenter.
19.7 CCPA. The capitalized terms used in this section andnot otherwise defined in this agreement shall have thedefinitions set forth in the California Consumer Privacy Act of2018 (codified at Cal. Civ. Code Section 1798.100, et seq.)
and its implementing regulations, as amended from time-totime (“CCPA”). Notwithstanding anything to the contrary inthis agreement, and as applicable, the parties agree that
Computacenter shall provide the services solely in its capacity
as a “Service Provider,” as defined in the CCPA.
Computacenter does not, and during the Term of thisagreement shall not, sell any Personal Information obtained,
processed, or derived by Computacenter while performing
services. Computacenter does not, and during the Term of
this agreement shall not, retain, use, or disclose the Personal
Information for any purpose other than for the specificpurpose of performing the services, including retaining, using,or disclosing the Personal Information for a Commercial
Purpose other than providing the services. Computacenter
shall not retain, use, or disclose the Personal Information
outside of the direct business relationship between
Computacenter and Customer.
19.8 Modern Slavery. In performing its obligations under
this agreement, each party will: i) comply with all applicableanti-slavery and human trafficking laws, statutes, regulations,and codes, including but not limited to the Modern Slavery Act
2015; and ii) maintain throughout the term of this agreement
its own policies and procedures to ensure such compliance.
19.9 Publicity. Either party may publicly refer to the otherby name and may disclose the general nature and existenceof the agreement, but not any of its specific terms or
performance information. Neither party will issue a press
release regarding the agreement or the relationship without
the other party’s prior review and written consent.
19.10 Independent Contractor. The parties agree that
Computacenter will perform its duties under this agreement
as an independent contractor. Nothing herein shall be
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deemed to establish a partnership, joint venture, association,or employment relationship between the parties. Personnel
employed by or retained by Computacenter who perform
duties related to this agreement will remain under thesupervision, management, and control of Computacenter.

Name: Computacenter United States Inc.
To: Legal Department
Address: 6025 The Corners Parkway NW, Suite 100,
Norcross, GA 30092
Email: MB.Legal.NA@computacenter.com

19.11 Severability. If any provision of this agreement isfound by a court of competent jurisdiction to be unenforceable
or invalid, the provision shall be severed or modified by the
court and interpreted to best accomplish the objectives of theoriginal provision to the fullest extent permitted by law, andthe remaining provisions of the agreement shall remain in
effect.

NOTICES TO THE CUSTOMER may be made to the bill toaddress as provided by the Customer on any most recent
purchase order or other transactional document.

19.12 Affiliates and Subcontractors.
The rights andobligations of Computacenter may be, in whole or in part,
performed on behalf of Computacenter by Computacenter’saffiliates, agents, subcontractors, and providers, provided that
Computacenter remains primarily liable to Customer for all
services provided. Affiliates of Computacenter may also
provide products and services directly to Customer under theterms of this agreement by entering into an SOW or accepting
a PO. For affiliates located outside of the United States, theparties must execute a country addendum on form provided
by Computacenter. With respect to direct purchases fromaffiliates, the affiliate will have the rights and obligations of“Computacenter” as set forth herein and Customer must lookexclusively to such affiliate in the event of default.
19.13 Third-Party Beneficiary. There are no third-party
beneficiaries to this agreement, except affiliates where
expressly stated.
19.14 Waiver. The waiver by either party of a breach ordefault of any provision of this agreement by the other party
will not be construed as a waiver of any succeeding breach of
the same or any other provision, nor will any delay or omission
on the part of either party to exercise or avail itself of any right,
power or privilege that it has, or may have hereunder, operate
as a waiver of any right, power or privilege by such party. No
waiver will be effective unless made explicit and in writing.
19.15 Counterparts and Originals.
This agreement,
services addenda and SOWs hereto may be executed anddelivered in counterparts, which together will constitute one
and the same instrument. Original and digital signaturestransmitted and received via electronic means, (e.g., pdf orsimilar format) are true and valid signatures for all purposes
here under and shall bind the parties to the same extent asthat of an original signature.
19.16 Force Majeure. If either party is unable to perform anyof its obligations under this agreement due to any cause
beyond its reasonable control (other than obligations to pay
amounts owed hereunder), including, without limitation,
governmental action, declared states of emergency,
terrorism, riots, war, strikes, lockouts, prolonged shortage ofutilities, fire, explosion, or acts of God, such party’s
performance will be excused and the time of performance willbe amended for the period of delay or inability to perform due
to such occurrences.
19.17 Notices. Notices will be in writing, addressed to theLegal Department at the addresses indicated in this Section
and shall be deemed to have been given upon: (i) personaldelivery; (ii) the second Business Day after first class mailing;(iii) the first Business Day after sending via a reputableovernight carrier; or (iv) the first Business Day after sending
via email (provided email shall not be sufficient for notices oftermination, breach, or an indemnity claim).

19.18 Non-Solicitation of Employees. During the Term of
this agreement and for a period of one (1) year after any
termination of this agreement, Customer will not directly or
indirectly solicit, induce, encourage or otherwise endeavor tocause or attempt to cause any employee, subcontractor orconsultant of Computacenter with whom Customer had
contact pursuant this agreement, to terminate theirrelationship with Computacenter, as applicable; provided,
however, that nothing in this section will prohibit the use of ageneral solicitation in a publication or by other means nottargeted at Computacenter’s employees, subcontractors or
consultants protected pursuant this section.
19.19 Customer Furnished IP. Customer hereby covenants
and represents to Computacenter that in the event third-party
software or other third-party items are provided by Customer
to Computacenter pursuant this agreement (including but notlimited to, for modification, use in or otherwise instructed to bea part of any Service Deliverables or services) that Customer
has sufficient rights in any such third-party owned software oritem to authorize Computacenter’s actions pursuant to thisagreement with respect to same. Customer will indemnify
Computacenter for any claims against it arising from
Customer’s failure to have such authorization.
19.20 Entire Agreement; Amendment. This agreement,
together with all Statements of Work, and addenda
hereunder, contains the full understanding between theparties regarding the subject matter hereof, and supersedes
all prior or contemporaneous representations, whether oral or
written with respect to the subject matter. Except as set forth
herein, this agreement may not be modified except by awriting that is signed by both parties.
19.21 Order of Precedence. All transactions and each SOW
between Customer and Computacenter for the purchase or
use of information technology related services, Service
Deliverables, and/or products shall be subject to thisagreement without the need to attach a copy of same to any
SOW, or other transaction document. In the event of any
conflict or inconsistency between the provisions of thisagreement and the SOW, preference shall be given to thisagreement unless the SOW expressly provides that it shalloverride the terms of this agreement.
19.22 Non-Exclusive Relationship.
Computacenter
expressly reserves the right to contract with other third parties
to provide services substantially similar or identical to theservices under this agreement. Customer expressly reserves
the right to contract with other third parties to receive services
substantially similar or identical to the services provided under
this agreement.
19.23 Survival. Terms that by their nature are intended tosurvive termination shall survive including the following
sections: Section 1 (Term and Termination), Section 11(Intellectual Property), Section 12 (Confidentiality), Section 13(Limited Warranties); Section 14 (Disclaimer of Warranties);
Section 16 (Indemnity) and Section 18 (General Provisions).

NOTICES TO COMPUTACENTER:
Version 01222024

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