General Terms and Conditions of Sale, Delivery and Lease
RIEDEL Communications GmbH & Co. KG§ 1 Scope(1) These Terms and Conditions of Sale, Delivery and Lease(hereinafter „Terms and Conditions”) apply – with the
exception of purchase of deliveries and services – for any
legaltransaction
with
RIEDEL
Communications
GmbH & Co. KG,
Uellendahler
Strasse353,
42109 Wuppertal, Germany (hereinafter “RIEDEL”)
exclusively.
(2) Differing provisions of the contractual partner(hereinafter “Customer”) or his general conditions andterms shall not apply, except if explicitly agreed upon inwriting. This requirement of consent also applies, forexample, if RIEDEL starts with the delivery or service without
making any reservation against Customer terms.
§ 2 Conclusion of a Contract(1) All offers from RIEDEL are subject to change and nonbinding. A contract is only concluded once RIEDEL has
confirmed the Customer's binding order in writing. Only
RIEDEL's written order confirmation shall be decisive for thescope of the services to be rendered by RIEDEL and for thetime of delivery. The order confirmation shall state whether
the deliveries and services of RIEDEL are a purchase, arental or the provision of services.
(2) Drawings, dimensions, weights and other performancedata stated in brochures or any other information provided
to the Customer are only binding if explicitly agreed inwriting. Such specifications are no warranty of features, noteven if they are standard specifications such as the DIN
standard.
(3) At the latest when placing the order with RIEDEL orproviding the service, the Customer has agreed to the terms
and conditions contained herein.
§ 3 Prices, Payment Terms(1) Unless otherwise stipulated in the order confirmation,
the prices specified within the order confirmation are valid
as per current price list of RIEDEL plus value added tax at
the applicable statutory rate, any other possible taxes(withholding tax etc.), customs or any other applicable fees,
and costs for packaging and freight. These costs, charges,
taxes, customs and other duties shall be borne by the
Customer.
(2) Customer agrees to indemnify and hold RIEDEL
harmless against any and all administrative instructions by
any State or jurisdiction where Customer performs his
activities, as well as any judgment holding the Customer
liable for withholding taxes on its payments. The Customer
will indemnify RIEDEL against the full amount of thewithholding taxes as well as any associated penalties orinterest.
(3) Deliveries and services are subject to the precondition
that there are no obstacles due to national or international
regulations, in particular export control regulations as wellas embargoes or other sanctions (cf. § 10).
(4) Any information provided by RIEDEL in an offer
respectively the order confirmation regarding expenses for
personnel and material depend on the timeline specified in
the offer or order confirmation, respectively. The Customer
is aware that any changes may lead to an adaption of
personnel and material costs.
(5) The daily rate for personnel covers a maximum of 10
working hours, including any travel and break times.
Overtime hours are billed separately.
(6) If the delivery time specified by RIEDEL in the offer may
only be met by way of express delivery due to delayedcommissioning by the Customer, any additional costs
arising for such express delivery shall be borne by the
Customer. The same applies if RIEDEL is only able to meet
the agreed delivery time by way of express delivery due tounforeseen or inevitable difficulties, such as powers ofnature, or strikes. Such additional costs will be billed
separately.
(7) Notwithstanding the provision set forth in Section 13
hereof, RIEDEL may adjust the remuneration appropriately
and taking into account the principle of equivalence withregard to the Customer by means of a written adjustment
declaration, in particular if cost reductions or cost increases
occur several months after the conclusion of the contract,in particular due to salary adjustments, collective wage
agreements or changes in the price of materials. Riedel
shall prove the reason and extent of any cost changes to thecustomer transparently upon request. If the Customer does
not terminate the contract within two weeks after receipt of
the notice of adjustment (special right of termination), the
new remuneration shall be deemed agreed. RIEDEL shallpoint this out in the adjustment notice.
(8) The placing of orders is binding. If RIEDEL agrees as a
gesture of goodwill to take back partial quantities of unused
and originally packaged products ordered by the Customer
in excess, RIEDEL shall be entitled to a re-stocking fee of 15
percent of the list price.
(9) The price is due and payable net within 10 days from thedate of the invoice. However, RIEDEL shall be entitled at any
time, even within the framework of an ongoing business

relationship, to execute a delivery or service in whole or inpart only against advance payment.
(10) In the event Customer exceeds the due date forpayment, interest in the amount of 9 percentage points
above the respective base interest rate p.a. shall accrue.
RIEDEL reserves all rights to claim further damages fordelay as well as a lump sum compensation for collecting
delayed payments in the amount of 40,00 EUR.
(11) Customer shall be entitled to offset only insofar as the
Customer’s counterclaim is undisputed or assessed in alegally binding judgment and if such claim is based on thesame transaction.
§ 4 Cooperation of the Customer(1) The Customer shall be obliged to cooperate in theperformance of RIEDEL's services to the extent that this isnecessary and reasonable (in particular provision of
information, access to installation/event locations, storage
and work areas, power and Internet supply, frequencies,etc.) or has been expressly agreed in the contract. The
Customer shall provide its cooperation services in due timeand free of charge.
(2) The Customer shall bear the consequences of missing,insufficient or untimely cooperation, in particular the
additional costs incurred by RIEDEL therefrom.
§ 5 Date of Delivery, Sub-Contractors(1) The date of delivery is non-binding for RIEDEL, unlessotherwise explicitly stipulated as fixed date in the orderconfirmation.
(2) Delivery is conditioned upon timely and proper
performance of all duties of the Customer and uponclarification of all technical questions.
(3) RIEDEL is authorized to employ subcontractors or othercompanies of the RIEDEL group to provide its services.
§ 6 Passing of Risk
(1) Unless otherwise stipulated in the order confirmation,delivery of goods shall be performed FCA Wuppertal (INCOTERMS 2020).
(2) Besides, the risk of accidental loss and accidental
deterioration of the goods shall pass to the Customer upon
handover at the latest. In the case of a sale by delivery,
however, the risk of accidental loss and accidental
deterioration of the goods as well as the risk of delay shallpass to the freight forwarder, carrier or any other person or
institution designated to carry out the shipment. If
acceptance has been agreed, this shall be decisive for thetransfer of risk. The handover shall be deemed to havetaken place if the Customer is in default of acceptance.
(3) If the Customer is in default of acceptance, fails tocooperate or if the delivery is delayed by RIEDEL for otherreasons caused by Customer, RIEDEL shall be entitled todemand compensation for the resulting damage, including
additional expenses (e. g. storage costs).
§ 7 Retention of Title(1) RIEDEL retains title until all present and future payments
arising from the purchase contract and current business
relationship (secured claims) with the Customer have been
settled.
(2) Customer is obliged to handle the goods with due care.
Customer has to insure all goods against fire and water
damages as well as theft on his own expense.
(3) Customer shall immediately inform RIEDEL in writing if
the goods become subject of distrait or any otherencumbrances of third parties. In this event, RIEDEL isentitled to immediately claim repossession of the goods.
(4) Customer shall be authorized until further notice to resell
goods in course of his regular business. In case of
conclusion of a contract with a third party the Customer
hereby assigns all claims arising out of such resale in thesum of the final invoice amount (including value-added tax).
RIEDEL hereby accepts such assignment. Notwithstanding
RIEDEL’s right to claim direct payment, Customer shall beentitled to receive the payment on the assigned claims.
RIEDEL agrees not to demand payment on the assigned
claims to the extent the Customer complies with all his
obligations for payment.
(5) RIEDEL undertakes to release securities upon
Customer’s request insofar as the securities exceed the
security claim by more than 10 %.
§ 8 Warranty (in case of sale) and software-related terms(1) In case of material defects RIEDEL will, at RIEDEL’s sole
discretion, remedy the defects or deliver a conforming good.
(2) If, in addition and in accordance with the quotation
confirmation, RIEDEL and Customer entered into a Service
Level Agreement (SLA) for a specific service or product (e.g.
"RIEDEL CARE", a "Cloud Service" or a "Subscription"), theprovisions contained therein shall be the final regulation
taking precedence to these Terms and Conditions.
(3) The warranty period for brand-new goods is 2 years fromhandover of the goods, for wear parts (i.e. parts that may
lose their functionality within their service life if used asintended, such as rechargeable batteries, batteries) only 1
year. In case of used goods, the warranty granted by RIEDEL
from the date of delivery of the goods depends on the ageof the equipment:(3.1) Device age 1-2 years: 2 years warranty;(3.2) Device age 2-4 years: 1 year warranty;(3.3) Device age 5 years or older: no warranty.
(4) The Customer's claims for defects are subject to theCustomer having complied with his statutory inspection andnotification obligations (§§ 377, 381 HGB). If a defectbecomes apparent during delivery, inspection or at any time
thereafter, RIEDEL must be notified immediately in writing.
In any case, obvious defects must be reported in writing
within 2 working days of delivery and defects not visible
during the inspection within the same period of time after
discovery. If the Customer fails to properly inspect the goods
and/or report defects, RIEDEL's liability for defects notreported, not reported in time or not reported properly is
excluded in accordance with the statutory provisions.
(5) The warranty is void in case Customer opens or alters
the product without prior written consent of Riedel.
(6) The products may include software including open
source components provided by third parties. Any software
provided by RIEDEL shall be provided in accordance with therespective licence terms. RIEDEL expressly disclaims all
warranties and guarantees with respect to such software,
including, but not limited to, all implied warranties ofmerchantability and fitness for a particular purpose. In no
event shall RIEDEL or its licensors be liable for any direct,
indirect, consequential, incidental, punitive, exemplary or
special damages or any other damages whatsoever arisingout of or in connection with the use or performance of thesoftware. This limitation does not apply to liability for deathor personal injury resulting from the negligence of RIEDEL
or its licensors where applicable law prohibits such
limitation.
(7) The Customer must not, directly or indirectly:(a) disassemble, decompile or reverse engineer, or allow athird party to reverse disassemble, decompile or reverse
engineer the whole or any part of the equipment or any
software used or supplied with the equipment or otherwise
attempt or allow any other party to obtain the algorithms bywhich the equipment perform their functions except as andto the extent that the Customer is authorized to do so underthese Terms and Conditions; nor (b) combine, incorporate
or use any item of equipment or software in connection withthe equipment or services in any way other than whereapproved in writing by RIEDEL or in accordance with thisAgreement.
§ 9 Special warranty provision for system integrators,
distributors or other intermediaries(1) The aforementioned additional warranty (cf. § 8.3) aswell as any other additional warranty for goods regulated in
an SLA or otherwise in individual cases (together"Manufacturer's Warranty") shall generally be granted to
Customers of system integrators, distributors or otherintermediaries ("End Customers").
(2) Claims under the Manufacturer's Warranty may only beasserted against RIEDEL itself, but not against such
Customers of RIEDEL who do not directly use the goods
themselves for their intended purpose, but integrate theminto systems for further distribution or otherwise
independently further distribute or sell them (e.g. system
integrators, distributors or other intermediaries; together"Intermediaries").
(3) The additional warranty set forth in § 8(3) is conditioned
upon the End Customer's compliance with the requirementsof § 8. The warranty period of the Manufacturer's Warranty
shall commence with the delivery of the goods to therespective intermediary; for the intermediaries, the warranty
period set forth set forth in § 8(3) shall be extended by anadditional three months’ period as a courtesy. The claims of
the End Customer shall be satisfied primarily by way of the
Manufacturer's Warranty, but his statutory warranty anddefect rights shall remain unaffected.
(4) The intermediary shall inform the End Customer in duetime about the Manufacturer's Warranty and its conditions(e.g. on time limits, exclusion, assertion).
(5) The intermediary shall notify RIEDEL without delay assoon as an End Customer asserts the Manufacturer's
Warranty against the intermediary and provide RIEDEL withall information necessary for processing (including contact
information of the End Customer, on the product, on theasserted defect, time of handover of the product to theintermediary). Alternatively, the intermediary may forward
the End Customer's request directly to RIEDEL.
(6) The Manufacturer's Warranty does not apply to theintermediary himself. The statutory warranty and defectrights of the intermediary shall remain unaffected.
§ 10 Export(1) The Customer is responsible for ensuring that any
required import, export and freight licences etc. areavailable. Accordingly, the Customer undertakes to provide
all information, documents, approvals and certificatesrequired for export, import or shipment without delay at his
own expense.
(2) If there are delays in the provision of services due to theaforementioned procedures and measures (approval,

Riedel Communications GmbH & Co. KG I Uellendahler Str. 353 I 42109 Wuppertal I Germany

General Terms and Conditions of Sale, Delivery and Lease
RIEDEL Communications GmbH & Co. KG
examination or information procedures, etc.), the deadlinesand delivery dates shall be postponed accordingly, unless
RIEDEL is solely responsible for this delay.
(3) If parts of the service should then become legally
impossible, the contract shall be considered as notconcluded in this respect. The remaining part shall continue
to exist, unless the Customer proves that the remaining part
is no longer of interest to him. The Customer has no claims
or rights due to a delay or because of a complete or partial
cancellation of the contract.
(4) RIEDEL shall be released from its performanceobligations if any legally binding notices, directives or
statutory or other public law provisions oppose thefulfilment. This applies in particular for export control,
import control and embargo or quota regulations as well as
foreign exchange restrictions. The same applies for agentsand suppliers if employed by RIEDEL.
§ 11 Liability(1) In case of damages to life, body or health as well as
damages under the terms of the German Product Liability
Act, RIEDEL shall be liable according to statutory law.
(2) For any other damages in case of breach of any
contractual obligations RIEDEL shall be liable as provided
below:(2.1) In case of fraudulent intent, intent or gross negligenceof RIEDEL’s legal representatives or executive employees,
RIEDEL shall be liable according to statutory law.
(2.2) In case of damages caused by negligent breach offundamental contractual obligations (1. alternative) as well
as for damages caused by intent or gross negligence of
RIEDEL’s vicarious agents without breach of fundamental
contractual obligations (2. alternative) RIEDEL’s liability
shall be limited to the typical damage. Fundamental
contractual obligations are duties being a prerequisite forenabling the proper fulfilment of the contract. All otherliability for slight negligence shall be excluded.
(2.3) RIEDEL shall not be liable for any loss of profit, indirect
damages, consequential damages and any other possible
claims of third parties, e.g. in case of a breakdown of datalines.
(2.4) RIEDEL shall not be liable for damages or delays of thedelivery of the goods which have been exposed to an export
to a country outside of Germany (so-called export controlrisk) unless the Customer can prove that the damage
cannot be related to the import-related official measures
and RIEDEL is to be held responsible for it.
(3) For any other damages not due to a breach ofcontractual obligations, RIEDEL’s liability shall be limited todamages caused by intent or gross negligence of RIEDEL’s
legal representatives or executive employees.
(4) RIEDEL shall not be liable for claims for damages inconnection with the purchase of used goods - irrespectiveof their legal basis - unless RIEDEL, its legal representative
or agent have grossly negligently or intentionally violated
their obligations.
(5) Any liability not expressly provided for above shall be
disclaimed.
(6) Insofar as liability is not excluded or a limitation of
liability has been individually agreed upon and theprovisions of applicable law permit, the liability of RIEDEL
shall be limited to the respective contract value stated in
the contract / order confirmation.
§ 12 Force Majeure(1) RIEDEL shall be relieved from its contractual obligations
in cases of force majeure. Force majeure applies inparticular, but not limited to, in cases of war, flood, natural
catastrophes, pandemics/epidemics as well as in any othercases where incidents are beyond control of RIEDEL, e.g.
water ingress, power blackout and disconnection or
destruction of data-carrying conductions.
(2) In the event of force majeure, the provisions of § 19 ofthese General Terms and Conditions shall apply in all otherrespects (unless otherwise specified in the orderconfirmation).
§ 13 Modification of material contractual circumstances(1) RIEDEL shall have the unilateral right to terminate orwithdraw from the agreement with the Customer if a change
in the applicable laws or, e.g. a supply shortage for which
RIEDEL is not responsible leads to a fundamental change inthe contractual circumstances. Fundamental changes shall
include, but are not limited to circumstances:(1.1) where the contractually obliged provision or receipt ofservices is rendered impossible;(1.2) where the continuation of the contract would place asubstantial and significant financial burden on RIEDEL
which was not foreseeable in this way at the time of theconclusion of the contract. Such a substantial andsignificant burden is generally inferred when the contractual
costs increases by at least 10 percent;(1.3) where the performance of the contract would beagainst the then applicable competition law.
(1.4) where RIEDEL is "let down" by sub-suppliers throughno fault of its own (reservation of self-supply).

(2) In any event, RIEDEL shall particularly be entitled to
impose on the Customer all costs caused by the Customer
as a result of the withdrawal of the United Kingdom from theEuropean Union, in particular the costs of importing andexporting a delivery to the United Kingdom for the Customer.
§ 14 Jurisdiction, Applicable Law(1) Exclusive place of jurisdiction and place of performance
is Wuppertal, unless otherwise stipulated in the orderconfirmation.
(2) The relationship between RIEDEL and Customer shall begoverned by the laws of the Federal Republic of Germany
excluding the United Nations Convention on Contracts for
the International Sale of Goods (CISG), the Hague Uniform
Laws on the Sale of Goods and the Vienna Convention on
Contracts for the International Sale of Goods.
Special Provisions applicable to Leases and the Provision of
Additional Services as well as Software
In addition to the Terms and Conditions provided for above
the following provisions shall apply to the lease of
equipment (hereinafter “Leased Equipment”) and (if andinsofar applicable on the basis of RIEDEL's orderconfirmation) to the provision of additional services:§ 15 Terms of Lease
RIEDEL reserves the right to provide the Customer with afunctionally equivalent Leased Equipment instead of theordered Leased Equipment.
§ 16 Careful Handling of Leased Equipment(1) Customer shall treat the Leased Equipment diligently
and carefully and shall retain the original case used fordelivery of the Leased Equipment.
(2) Customer is only entitled to sublet or otherwise cede theLeased Equipment to any third party with the prior writtenconsent of RIEDEL. Even if such consent has been obtained,
the Customer remains responsible for any fraudulent or
negligent behavior of the third party when using the Leased
Equipment.
(3) Repairs by Customer or his authorized representative
regarding the Leased Equipment are only allowed upon priorwritten consent of RIEDEL.
(4) Customer shall not be allowed to carry out alterations ofany kind to the Leased Equipment or to open it. In case ofan alteration any costs for restoration to the original site
shall be borne by the Customer.
§ 17 Device-Specific Provisions(1) If the Leased Equipment is about radio equipment theseradio sets will be delivered with pre-selected frequency
unless otherwise agreed.
(2) Transfer and use of Leased Equipment abroad shall only
be allowed upon RIEDEL’s prior written consent.
(3) Fees and costs according to the fulfilment ofgovernmental requirements shall be borne by Customer.
(4) Customer shall be responsible for all aspects of an event
where the Leased Equipment is used and shall obtain allnecessary official approvals if required.
§ 18 Term of Lease and Return of Leased Equipment(1) The term of the contract is stipulated in the orderconfirmation.
(2) Either party may terminate the contract with immediate
effect only for cause by way of written declaration to therespective other party. Good cause is given for RIEDEL in
particular in case of repeatedly delayed payments by the
Customer, if the Customer enters into insolvency
proceedings or otherwise fails to fulfil his obligations under
the contract despite having received a warning by RIEDEL.
(3) The Customer undertakes to return at his own expense
the Leased Equipment cleaned, in original condition and in
the original case in which the Leased Equipment was
initially delivered, after the lease ends. The return is only
possible during RIEDEL’s business hours.
(4) If the Customer does not return the Leased Equipment
upon the end of lease RIEDEL reserves the right to claim thestipulated or usual rent as loss-of-use indemnification forthe duration of the delayed return.
(5) If the Customer loses or breaks the Leased Equipment
or for any other reason is not able to return it to RIEDEL
upon the end of the lease, the applicable list price will be
invoiced to the Customer.
§ 19 Legal consequences in the event of withdrawal fromthe lease or termination before the lease period begins(1) In principle, the Customer shall bear the risk of theexecution of the contract or the event planned by the
Customer and of achieving the lease purpose planned by
the Customer (with the exception of the services that
RIEDEL must provide or is responsible for under thecontract); this applies in particular to the services actuallyused as well as to external circumstances that could makethe implementation of the contract difficult or even
impossible (i.e. also in cases of force majeure).
(2) The Customer shall only be entitled to terminate orwithdraw from the Lease Agreement if RIEDEL is at fault forthis withdrawal (e. g. because the service is impossible or
the Leased Equipment has deteriorated) or the possibility ofwithdrawal or termination ("Cancellation") has been agreed

in writing. Cancellation shall be precluded after
commencement of the Lease Period.
(3) In case an explicit right of Cancellation (termination orwithdrawal) has been agreed upon, the Customer shall pay
the following lump sums (unless otherwise agreed upon in
the order confirmation), whereby the Customer shall havethe right to prove that RIEDEL has incurred no or lessdamage than the following lump sums. In the event of thecontractually agreed right of termination or withdrawal, theprice owed by the Customer for the calculation of the lumpsums (in the absence of deviating provisions in the orderconfirmation) shall include all components of the order pricesuch as lease price and services or work (e.g. for
preparation of the Leased Equipment, configuration,
installation, etc.) as well as any third-party services alreadycontracted.
(3.1) Up to 3 months before the beginning of the lease
period or provision of the services, the obligation to pay thelease price shall be waived, with the exception of costs andexpenses incurred by RIEDEL up to this point in time.
(3.2) Between 3 months and one month before thebeginning of the lease period, 50 percent of the originallyagreed lease price must be paid.
(3.3) Between one month and 10 days before the beginningof the lease period, 80 percent of the originally agreed leaseprice must be paid.
(3.4) From 10 days before the beginning of the lease period,a (contractually agreed) withdrawal or termination by the
Customer is in any case precluded and the full lease pricemust be paid.
(4) RIEDEL shall make reasonable efforts to reduce theprice to be paid by the Customer in the cases specified in
section 18.3. Therefore, RIEDEL shall attempt, to the extent
possible and reasonable, to terminate contracts with third
parties and to use the goods/services already ordered or
prepared or which can no longer be cancelled or be used forother events or other Customers.
§ 20 Warranty (in case of Lease)(1) If, at the beginning of the lease period, during an
obligatory inspection or at any time thereafter, a defect in
the Leased Equipment becomes apparent, RIEDEL must be
notified immediately in writing. In any case, obvious defects
must be reported in writing within 2 working days from the
beginning of the lease period and defects not visible during
the inspection within the same period from the time of
discovery.
(2) If the Customer fails to properly inspect the goods
and/or report defects, RIEDEL's liability for defects notreported, not reported in time or not reported properly is
excluded in accordance with the statutory provisions.
(3) Warranty and liability for damages which were present
at handover (Sec. 536a of the German Civil Code) shall be
disclaimed unless RIEDEL acted deliberately or with grossnegligence.
(4) Warranty period is one year starting from the end of theyear when the entitlement was established and theCustomer became aware of the circumstances justifying theclaim or was able to acquire such knowledge without grossnegligence.
§ 21 Rights of use(1) RIEDEL reserves all rights to the intellectual property of
the Leased Equipment and to the developments during orwithin the scope of the contract (e.g. copyrights; works andcopyrightable works including computer programs,
software, firmware or source code; patents and inventions;trade secrets and know-how; database rights, drawings,etc.).
(2) The Customer shall not use RIEDEL's intellectual
property beyond the purpose of the contract unless such
use is absolutely necessary for the performance of thecontract (e.g. within the scope of the use of the Leased
Equipment).
(3) Moreover, these GTC shall not contain any provisions bywhich the intellectual property of RIEDEL would betransferred / licensed to the Customer. § 8 paragraph 6
shall apply accordingly.
§ 22 Additional Services (e.g. Provision of Personnel andAssembling as well as Support)(1) In case RIEDEL takes on additional services according tothe order confirmation, e.g. the provision of personnel orassembling or Support (First or Second Level Support),
RIEDEL shall only provide the services explicitly stipulated
in the order confirmation.
(2) In case of assembling and setup as well as support,
Customers must duly perform all preliminary works at theplace of performance that are necessary for RIEDEL to fulfil
its services without undue delay and under adequate
working conditions. RIEDEL shall not be obliged to checkequipment made available by Customer.
(3) If assembling, setup and start-up are delayed due toreasons beyond RIEDEL’s control, Customer undertakes tobear any costs incurred according to the current price list of
RIEDEL.

Riedel Communications GmbH & Co. KG I Uellendahler Str. 353 I 42109 Wuppertal I Germany

General Terms and Conditions of Sale, Delivery and Lease
RIEDEL Communications GmbH & Co. KG(4) RIEDEL shall provide its services with the diligence of aprudent businessman and according to the state-of-the-art.
As a basic principle, contractual work services are notsubject to the contract.
(5) Unless otherwise agreed, RIEDEL shall be free to appoint
any individual to provide the required services. Whilechoosing the personnel RIEDEL will reasonably take theCustomer’s interests into account.
(6) Both during the performance of services and for a periodof two years after its termination, Customer shall be
prohibited from poaching employees of RIEDEL or
attempting to do so, from inciting third parties to poachthem or from assisting them in poaching activities. For eachcase of violation of this prohibition, Customer shall pay acontractual penalty in the amount of one gross monthly
salary per poaching attempt. Each individual poachingattempt against each individual employee is considered an
independent violation. The assertion of further damages
remains unaffected.
§ 23 Confidentiality and Secrecy(1) Unless otherwise provided, all information exchanged
between RIEDEL and the Customer shall be treated as
secret and strictly confidential and shall be secured byappropriate protective measures. For the duration of thecontractual relationship and beyond, the Customer may not
make this confidential information available to any third
party.
(2) Confidential information in this sense shall be deemed
to include, irrespective of the medium in which it iscontained, in particular information on products,
manufacturing processes, know-how/business secrets,business relations, business strategies, business plans,
financial planning, personnel matters. This confidential
information was not previously known or readily accessible
either in its entirety or in its details. The confidential
information is therefore of economic value and there is alegitimate interest in keeping them confidential.
(3) Confidential information shall be protected by RIEDEL bymeans of appropriate secrecy measures and shall beprotected accordingly by the Customer.
(4) All information obtained by the Customer from RIEDELor created within the scope of an order/contract, including
the work results, shall be returned to RIEDEL by the
Customer after termination of the contract, including all
copies made, or deleted and/or destroyed upon request. In
case of deletion and/or destruction, the reconstruction of
the information must be excluded. The complete return ordeletion and/or destruction shall be confirmed in writing by
the Customer upon request.
(5) This obligation of secrecy does not apply to informationthat is lawfully obvious or otherwise lawfully obtained – also
from third parties – as well as independent developmentsof the Customer outside the services. The burden of proof
that such information was obtained lawfully or that it is not
an independent development outside RIEDEL' services, lies
with Customer.
(6) Legal and official disclosure obligations remain
unaffected. The Customer may transmit confidential

information of RIEDEL to group companies and its vicarious
agents only with the written consent of RIEDEL and subject
to a confidentiality obligation.
(7) For the purposes of this confidentiality stipulations, also
such information shall be protected as confidential
information that is not covered by the German Trade SecretProtection Act.
(8) The Customer shall not acquire any ownership or(beyond the use of the confidential information for purposesof the execution of the contract) further rights of use of theconfidential information of RIEDEL. The Customer (asrecipient of confidential information) shall refrain from
exploiting or imitating the confidential information outsideof the contractual agreements in any manner whatsoever(in particular by way of so-called "reverse engineering") orfrom having it exploited or imitated by third parties and inparticular from applying for industrial property rights – inparticular trademarks, designs, patents or utility models –to the confidential information.
§ 24 Data Protection
If the provision of additional services by RIEDEL isconnected with the processing of personal data of the
Customer, the parties shall conclude the order processing
agreement provided by RIEDEL for this purpose or any
further agreements that may be necessary. Information on
the processing of personal data can be found athttps://www.riedel.net/de/meta/datenschutz.
Last updated: February 2023

Riedel Communications GmbH & Co. KG I Uellendahler Str. 353 I 42109 Wuppertal I Germany