agreed to by the Parties.
In the event that Investors relocates any
Investors In-Scope Locations in which Provider Assets may be installed,
Investors will be solely responsible for the relocation costs of Provider
Assets.
2.5.4
MAINTENANCE OF PROVIDER ASSETS
Notwithstanding the foregoing or anything in this Agreement to the contrary, and
except as otherwise mutually agreed to between the Parties, Provider will be
responsible for maintenance of all Provider Assets after installation at an
Investors location; provided, however, that (i) Investors will provide Provider
with reasonable access to all Provider Assets located at an Investors or other
non-Provider facility, and (ii) Investors will be responsible for all costs and
expenses of repair or replacement to correct any damage to Provider Assets or
any part thereof (reasonable wear and tear excepted) caused by Investors, its
employees, or its agents or invitees (exclusive of Provider and its
Subcontractors).
Access to any Investors In-Scope Location in which a Provider
Assets are located, shall be subject to Investors reasonable access security
policy.
18 of 76
2.6
RETURN AND ACQUISITION OF PROVIDER ASSETS BY INVESTORS
SUBJECT TO THE PROVISIONS OF SECTION 12 AND SECTION 9, UPON THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT, BUT NO LATER THAN THIRTY (30) CALENDAR DAYS FROM
SUCH EXPIRATION OR TERMINATION DATE, INVESTORS WILL RETURN EACH ITEM OF PROVIDER
ASSETS TO PROVIDER IN SUBSTANTIALLY THE SAME CONDITION IT WAS IN WHEN INITIALLY
PROVIDED TO INVESTORS, REASONABLE WEAR AND TEAR EXCEPTED.
2.7
INVESTORS MAINTENANCE AGREEMENTS
INVESTORS WILL RETAIN ALL OF INVESTORS' RIGHT, TITLE AND INTEREST IN AND TO THE
AGREEMENTS LISTED IN SCHEDULE M (THE "INVESTORS MAINTENANCE AGREEMENTS")
RELATING TO THE MAINTENANCE OF INVESTORS-OWNED ASSETS AND INVESTORS-LEASED
ASSETS.
PROVIDER WILL MANAGE THE ADMINISTRATION OF THE INVESTORS MAINTENANCE
AGREEMENTS. INVESTORS REPRESENTS AND WARRANTS TO PROVIDER THAT, AS OF THE
CONTRACT SIGNING DATE, (I) IT IS NOT (AND, TO ITS KNOWLEDGE, THE SUPPLIER OF THE
MAINTENANCE SERVICES IS NOT) IN DEFAULT IN ANY MATERIAL RESPECT UNDER ANY OF THE
INVESTORS MAINTENANCE AGREEMENTS, AND (II) IT WILL DELIVER TO PROVIDER FULL AND
COMPLETE COPIES OF THE INVESTORS MAINTENANCE AGREEMENTS (INCLUDING ANY
AMENDMENTS THERETO) PRIOR TO THE CONTRACT EFFECTIVE DATE.
2.8
FURTHER ASSURANCES
INVESTORS AND PROVIDER AGREE TO EXECUTE AND DELIVER SUCH OTHER INSTRUMENTS AND
DOCUMENTS AS EITHER PARTY REASONABLY REQUESTS TO EVIDENCE OR EFFECT THE
TRANSACTIONS CONTEMPLATED BY THIS SECTION 2. UPON PROVIDER'S REQUEST AND AT
PROVIDER'S EXPENSE, INVESTORS AGREES TO EXECUTE UCC-1 FILING STATEMENTS FOR
PROVIDER ASSET, SOLELY FOR NOTICE PURPOSES.
3.
HUMAN RESOURCES
3.1
EMPLOYEES
NEITHER PARTY NOR ITS EMPLOYEES, SUBCONTRACTORS OR OTHER AGENTS ARE OR SHALL BE
DEEMED TO BE EMPLOYEES OF THE OTHER PARTY.
SUBJECT TO SECTION 7 OF THIS
AGREEMENT, EACH PARTY SHALL HAVE THE SOLE RIGHT TO DIRECT AND CONTROL THE
MANAGEMENT OF SUCH PERSONNEL AND SHALL BE SOLELY RESPONSIBLE FOR (A) DETERMINING
AND PAYING ALL WAGES AND SALARIES, AND (B) PROVIDING WELFARE AND RETIREMENT
BENEFITS, AS IT DEEMS NECESSARY OR DESIRABLE, WHICH ARE ASSOCIATED WITH
EMPLOYMENT OF ITS PERSONNEL.
PROVIDER ENSURES THAT ITS EMPLOYEES (OTHER THAN