PRODUCTS AND SERVICES TERMS AND CONDITIONSTHESE PRODUCTS AND SERVICES TERMS AND CONDITIONSGOVERN CUSTOMER’S ACQUISITION AND USE OF
PRODUCTS,SERVICESAND
DELIVERABLESFROMCOMPUTACENTER CANADA INC. (“COMPUTACENTER”).

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. For
the purposes of this Agreement, “business day” means any dayof the year on which banks are open for business in Toronto,
Ontario, Canada but excludes Saturday, Sunday and any otherday which is a statutory holiday in Toronto, Ontario, Canada.

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. Either party may terminate thisagreement or a SOW immediately if the other party materiallybreaches its obligations and fails to remedy the breach within
thirty (30) days from the date it receives written notice of same.
In addition, this agreement or any SOW may be terminatedeffective immediately upon providing 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. To the extent
applicable, Customer hereby waives Articles 2125 and 2129 of
the Civil Code of Québec.

3.

4.

5.

INVOICING AND PAYMENT. All prices are based on
Canadian Dollars (“CAD”) and all payments will be made in
CAD unless otherwise specifically agreed to in writing by both
Parties. Customer is required to make payments due under
this agreement within thirty (30) days from the date Customer
has received an invoice for same. Past due balances willaccrue interest per month at 1.5% or at the maximum
applicable statutory rate, whichever is lower. If Customer
disputes the accuracy of an invoice, Customer must notify
Computacenter in writing no later than thirty (30) days following
the date it receives such invoice. Customer may withhold theamount disputed; however, all undisputed amounts must be
paid when due. An invoice will be deemed to have been
accepted if Customer does not present a dispute on or before
the date when the payment is due. The parties will makecommercially reasonable efforts to resolve the billing disputewithin a reasonable 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.
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.
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
Computacenter for all taxes which may be levied upon

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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 and conditions
contained in Customer’s purchase order, even if such terms
are acknowledged by Computacenter, will be null and void. All
purchase orders are non-cancellable by the Customer.
8.2 Shipping
8.2.1 Domestic Shipping. Product shipped from and tolocations in Canada 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 thecommon carrier at the OEM’s or distributor’s location.
Computacenter reserves the right, in its sole discretion to
select the means of shipment, point of shipping, androuting.
8.2.2 International Shipping. Products shipped from and/or
destined outside of Canada will be shipped FCA(Shipping Point) (Incoterms 2010), unless otherwise
agreed to in writing by Computacenter. Computacenter
will be the exporter of record (EOR) for all shipments, andCustomer or its designee shall be the importer of record(IOR) in the destination country for all shipments. All
taxes must be paid by Customer, using Customer’s
country-specific tax registration ID (e.g., VAT, GST) uponentry into the destination country, where required by theapplicable jurisdiction. Additional fees, including but notlimited to freight, administrative fees, insurance, or othertax, may apply to international shipments and are theresponsibility of Customer.

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8.2.3 Export Compliance. COMPUTACENTER WILL NOTSELL (AND CUSTOMER WILL NOT PURCHASE FROMCOMPUTACENTER) PRODUCT THAT IS INTENDED
FOR DELIVERY TO COUNTRIES EMBARGOED BY
CANADA OR THE UNITED STATES GOVERNMENT.
CUSTOMER REPRESENTS AND WARRANTS TOCOMPUTACENTER THAT CUSTOMER WILL NOT
TRANSFER PRODUCT TO A MILITARY OR
GOVERNMENTENDUSERWITHOUTCOMPUTACENTER’S EXPRESS WRITTEN CONSENT.
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 arestocking fee at its discretion. Refunds will not be given but
credits will be applied. The Customer must complete a returnmerchandise authorization (“RMA”) for all returns within five (5)days of receipt of the product. The RMA is available uponrequest.
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, andall terms and conditions of the OEM’s maintenance agreement
will apply.
Computacenter shall not be liable for any
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 the rightto ship any products held by Computacenter to the Customer
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 andwill execute documentation associated with such assignment.
So long as title in the products remain with Computacenter, inthe event of any uncured default of this agreement by
Customer, Computacenter shall have the right to: (1)immediately re-take possession of all or any of the products
upon notice, and Customer hereby authorizes Computacenterfor that purpose to go upon any premises (or authorize others
to do so) on which the product is located; and/or (2) require
Customer, at its expense, to deliver all or any of the products
to Computacenter within a reasonable time period specified byComputacenter.

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

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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. Hours worked beyond eight(8) hours in a single weekday or hours worked on weekends orfederal or provincial 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

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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.

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.

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.

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.

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.
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
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,

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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 BYCOMPUTACENTER WITH RESPECT TO ANY SERVICESPROVIDED BY COMPUTACENTER UNDER THISAGREEMENT. COMPUTACENTER DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS AND IMPLIED,INCLUDING, BUT NOT LIMITED TO THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. COMPUTACENTER DOES
NOT WARRANT OR REPRESENT THAT THE SERVICES
OR SERVICE DELIVERABLES WILL BE UNINTERRUPTED,ERROR-FREE OR COMPLETELY SECURE. CUSTOMERACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN
INTERNET CONNECTIVITY THAT COULD RESULT IN THE
LOSS OF CUSTOMER’S PRIVACY, CONFIDENTIAL
INFORMATION AND PROPERTY. COMPUTACENTER WILLIN NO WAY BE HELD RESPONSIBLE OR LIABLE FORDAMAGES, MONETARY OR OTHERWISE, BY CUSTOMER,OR ANY OTHER AFFECTED PARTY, IN THE EVENT OF
SECURITY BREACHES OR NETWORK SECURITYRELATED OUTAGES, DAMAGES, OR LOSSES ANDCOMPUTACENTER
EXPRESSLYDISCLAIMSANY
REPRESENTATIONS 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 WITH REGARDTO
ANY
PRODUCTS,CONTENT,SOFTWARE,
EQUIPMENT, OR HARDWARE OBTAINED FROM THIRDPARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”).
COMPUTACENTER
EXPRESSLYDISCLAIMSALL
WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND TITLE/NON-INFRINGEMENT WITH

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REGARD TO PRODUCTS OR ANY THIRD-PARTY ITEMS.
CUSTOMER SHOULD CONSULT THE RESPECTIVE OEMSOF THE THIRD- PARTY ITEMS FOR WARRANTY ANDPERFORMANCE 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 LIABILITY AND NEGLIGENCE), WILLEITHER PARTY BE LIABLE TO THE OTHER PARTY FORINCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR
PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF
DATA, LOSS OF REVENUE, LOSS OF BUSINESS OR
OTHER FINANCIAL LOSS ARISING OUT OF OR IN
CONNECTION WITH THE PERFORMANCE OF THISAGREEMENT AND ALL SOWS ISSUED HEREUNDER,REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF 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 TORTAND INCLUDING, WITHOUT LIMITATION, FOR BREACH
OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN
TORT), WILL NOT EXCEED THE GREATER OF: (A)AGGREGATE AMOUNT OF THE FEES PAID TOCOMPUTACENTER FOR SERVICES DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDINGTHE 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.

iii.
iv.
v.

Workers’Compensation/Employer’s
Liability
Insurance in accordance with applicable statutory
requirements and not less than $1,000,000 CAN per
accident for bodily injury by accident, $1,000,000
policy limit by disease and $1,000,000 CAN 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 allservices provided under this agreement withminimum limits of $1,000,000 CAN per occurrence
and $2,000,000 CAN 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 CAN eachclaim and annual aggregate.
Umbrella/Excess Liability with policy limits of not lessthan $2,000,000 CAN per occurrence and annual
aggregate, as excess over general liability,
automobile liability and employer’s liability.

All insurance policies 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 or otherdocuments reflecting such coverage.
17. INDEMNITY
17.1 Customer agrees to defend, indemnify and hold

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Computacenter 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 registeredpatent, 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 bya third party relating to (i) Computacenter’s gross negligence,
unlawful or willful misconduct; or (ii) any claim of infringementof a third party’s registered patent, trade secret, or copyrightasserted against Customer (excluding products) by virtue 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 lossof material functionality. If neither option is reasonably
available to Computacenter, then this agreement may beterminated 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 the date of initialdeliveryoftheinfringing
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 this section
constitute Customer’s sole and exclusive remedies andComputacenter’s sole and exclusive liability regarding claimsof infringement relating in any way to the services 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 suchservices. Computacenter personnel shall not be eligible toperform services at a Customer location if he or she, toComputacenter’s knowledge, (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 orbattery. Computacenter will conduct background checks which
verify personnel information and review applicable records for
Computacenter personnel that perform services at Customer’s
location from the previous seven (7) years, unless a shorter
period is required by federal, state, or local law. Should
Customer require additional background checks or otherrelated checks for Computacenter personnel, any such
additional background checks will be performed at Customer’s
expense.

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19. GENERAL PROVISIONS
19.1 Assignment. Customer may not assign this agreement
or any part thereof without the prior written consent ofComputacenter. Computacenter may assign this agreement,
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 upon and inure to the benefitof the parties, their respective successors and permitted
assigns. For the purposes of this agreement an affiliate is anentity that directly or indirectly shares a common ownership orcontrol with a party to this agreement.
19.2 Governing Law, Venue and Limitation of Actions.
This agreement is governed in all respects by and construed
under the laws of the Province of Ontario, Canada and thefederal laws applicable therein, without reference to choice oflaw principles. In addition, the parties agree and consent thatthe courts of Ontario, Canada will have exclusive jurisdiction
and will be the exclusive venue for any legal actions relating tothis agreement or the services provided hereunder.
19.3 Compliance with Laws. Provider shall comply with allfederal, provincial and local laws, rules and regulations
applicable to Provider as a provider of the Services, Products
and Deliverables. Customer shall comply with all federal,provincial and local laws, rules and regulations applicable to
Customer’s access, collection, use, storage, transmission andprovision to Provider of Customer’s data, and Customer’s
access, receipt and use of the Services, Products andDeliverables. The Parties further agree to comply with allapplicable provincial and federal employment laws, including,but not limited to, the Civil Code of Québec, Act Respecting
Labour Standards (Québec), the Labour Code (Québec), theAct Respecting Occupational Health and Safety (Québec), theAct Respecting Industrial Accidents and Occupational
Diseases (Québec), the Charter of Human Rights andFreedoms (Québec), the Pay Equity Act (Québec), all as
amended, as well as all applicable workers’ compensation andsafety laws.
19.4 Disclosure of Personal Information. Customer must
not cause Computacenter to come into contact with, control, orotherwise access personal data of any kind, including but notlimited 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. If the services performed inrelation to this agreement or any associated SOWs, involves,
or is expected to involve, the processing of personal data as
governed by the General Data Protection Regulation (EU)2017/679 (“GDPR”) of the European Parliament and of theCouncil of 27 April 2017, the terms of Computacenter’s Data
Protection Addendum as provided online by Computacenter orotherwise furnished to Customer shall apply to this agreement,
which are incorporated herein by reference. In the event of aconflict between the terms of this agreement and the terms of
the Data Protection Addendum, the terms of the Data
Protection Addendum shall prevail in relation to the processingof such personal data.
19.5 Publicity. Either party may publicly refer to the other byname and may disclose the general nature and existence of
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 priorreview and written consent.
19.6 Independent Contractor.
The parties agree that
Computacenter will perform its duties under this agreement as
an independent contractor. Nothing herein shall be deemed to

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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 the supervision,
management, and control of Computacenter.
19.7 Severability. If any provision of this agreement is foundby a court of competent jurisdiction to be unenforceable orinvalid, the provision shall be severed or modified by the court
and interpreted to best accomplish the objectives of the original
provision to the fullest extent permitted by law, and theremaining provisions of the agreement shall remain in effect.
19.8 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 Canada the parties must
execute a country addendum on form provided byComputacenter. 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.
19.9 Third-Party Beneficiary.
There are no third-party
beneficiaries to this agreement, except affiliates where
expressly stated.
19.10 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 toComputacenter 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.
19.11 Waiver. The waiver by either party of a breach or default
of any provision of this agreement by the other party will not be
construed as a waiver of any succeeding breach of the sameor any other provision, nor will any delay or omission on thepart of either party to exercise or avail itself of any right, poweror privilege that it has, or may have hereunder, operate as awaiver of any right, power or privilege by such party. No waiverwill be effective unless made explicit and in writing.
19.12 Counterparts and Originals. This agreement, services
addenda and SOWs hereto may be executed and delivered incounterparts, which together will constitute one and the same
instrument. Original and digital signatures transmitted andreceived via electronic means, (e.g., pdf or similar format) aretrue and valid signatures for all purposes here under and shallbind the parties to the same extent as that of an original
signature.
19.13 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 of utilities, fire,
explosion, or acts of God, such party’s performance will be
excused and the time of performance will be amended for theperiod of delay or inability to perform due to such occurrences.
19.14 Notices. Notices will be in writing, addressed to the

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Legal 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).
NOTICES TO COMPUTACENTER:
Name: Computacenter Canada Inc.
To: Legal Department
Address: 6025 The Corners Parkway NW, Suite 100,
Norcross, GA 30092
Email: MB.Legal.NA@computacenter.com
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.
19.15 Intentionally omitted.
19.16 Entire Agreement; Amendment. This agreement,
together with all Statements of Work or purchase orders asapplicable, contains the full understanding between the parties
regarding the subject matter hereof, and supersedes all prioror contemporaneous representations, whether oral or writtenwith respect to the subject matter. Except as set forth herein,
this agreement may not be modified except by a writing that issigned by both parties.
19.17 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.
19.18 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.
19.19 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).
19.20 Language. The Parties acknowledge that they haveexpressly required that this Agreement and all related
documents be drafted in the English language. Les parties
reconnaissent avoir expressément exige que la présente
convention et tous les documents connexes soient rédigées enlangue anglaise.

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