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Buyer will execute a written acknowledgement of the installation date(s) for
<br />all of the items transferred under such D&I Order;
<br />Any poles necessary to complete aerial runs will be provided and set by
<br />Buyer at Buyer's expense, unless otherwise stated in Proposal. SES's Proposal
<br />for installation includes all cable, connectors, ties and other necessary
<br />hardware, unless otherwise stated in Proposal or covered herein. Buyer
<br />understands and agrees that no subcontract labor, materials, and/or special
<br />equipment (i.e., skylift bucket truck) are included in Proposal unless so stated
<br />and, if necessary, will be at the Buyer's additional expense. Unless otherwise
<br />indicated in Proposal, all installation work will be performed by non-union
<br />technical personnel. If Buyer -provided lighting is insufficient for an adequate
<br />video picture, Buyer will provide additional lighting at Buyer's own expense.
<br />7. PROPRIETARY INFORMATION - Drawings, specifications,
<br />equipment lists, and all information herein (partial or complete) as
<br />instruments of service are and shall remain the property of SES
<br />whether the project for which they are made is executed or not.
<br />Drawings, specifications, equipment lists, etc. shall be returned to
<br />SES on demand or at the end of the project unless specifically
<br />purchased from SES or authorized in writing by SES. They are not to
<br />be used on other projects or extensions to this project, or to obtain
<br />other bids, except by agreement in writing and with appropriate
<br />compensation to SES. They are not to be reproduced in whole or part
<br />without written consent.
<br />8. AUDIO EQUIPMENT - If the equipment purchased or
<br />leased from SES contains audio monitoring equipment, state and
<br />federal law requires public notice of the use of this equipment. At a
<br />minimum, Buyer must post a sign at the entrance to the premises
<br />notifying all who enter the premises that they are subject to audio
<br />monitoring.
<br />9. BONDING - Unless otherwise agreed upon and included in writing
<br />in the proposal, SES will not provide a performance or bid bond in
<br />connection with the equipment or services covered in this Contract.
<br />10. OWNERSHIP OF SOFTWARE AND HARDWARE CONTAINING
<br />11. TERMINATION OR ALTERATION - A contract may be
<br />terminated or altered by the Buyer only if agreed to in writing by SES. If SES
<br />agrees to termination or alteration, it will be subject to additional conditions
<br />and termination or alteration charges as follows: If any equipment covered by
<br />the Proposal has been delivered and/or installed, payment for said equipment
<br />and/or installation will be due in full. If equipment has yet to be delivered,
<br />the Proposal may be terminated or altered only if agreed to by the
<br />manufacturer and Buyer shall pay either a 25% -of -retail -price restocking
<br />charge or manufacturer's percentage restocking applied to the retail price,
<br />whichever is higher, plus all freight charges. Buyer also shall pay on demand
<br />any other associated charges necessary to protect SES from loss.
<br />12. LIMITED WARRANTY AND INDEMNIFICATION — Buyer
<br />acknowledges that SES has not represented, warranted, or guaranteed that the
<br />equipment sold or leased herein will prevent any loss by burglary, hold-up,
<br />fire, or otherwise, or that the equipment will in all cases provide the
<br />protection for which it is installed or intended. Nor has SES made any
<br />representations, guarantees, or warranties to third parties that the equipment
<br />will prevent any such loss or provide them with protection. The parties agree
<br />that SES is only selling or leasing equipment and is not undertaking to be an
<br />insurer for the Buyer or any third parties against loss, injury, or damage that
<br />may result to the person or property of the Buyer or to the person or property
<br />of others. Buyer agrees to assume all risk for loss, injury, or damage to the
<br />person or property of Buyer arising from or pertaining to the use, possession,
<br />operation, or installation of the equipment. Buyer also agrees to indemnify
<br />SES and hold SES harmless from any and all claims, costs, expenses,
<br />damages, and liabilities of third parties, including attorney's fees, arising from
<br />or pertaining to the use, possession, operation, or installation of equipment.
<br />Buyer further agrees to defend, protect, and indemnify SES for any damage
<br />or loss suffered by SES as a result of Buyer's breach of any term or condition
<br />herein. The Buyer's agreement to indemnify and hold SES harmless will
<br />continue for as long as the equipment is in use and extends to all claims of
<br />third parties, including claims based on intentional conduct, active or passive
<br />negligence, or strict or product liability on the part of the SES, its agents,
<br />servants, or employees. SES warrants that the equipment provided will
<br />SOFTWARE - Any computer application program and/or documentation conforn to its associated documentation under normal use land operating
<br />(collectively "Software") that is provided by SES under this agreement is
<br />owned by SES or one of its original equipment manufacturers and is
<br />protected by United States and international copyright laws and international
<br />treaty provisions. Any breach of this agreement will automatically terminate
<br />Buyer's right to use this Software, and Buyer is obligated to immediately
<br />return such Software to SES. Buyer may not copy the Software for any
<br />reason other than per the dictates of any end user software license agreement.
<br />Buyer may not reverse -engineer, disassemble, decompile or attempt to
<br />discover the source code of any Software. Buyer acknowledges that any
<br />breach of this section shall result in irreparable injury to SES for which the
<br />amount of damages would be unascertainable. Therefore, SES may, in
<br />addition to pursuing any and all remedies provided by law, seek an injunction
<br />Proposal 148795 10/22/2019
<br />conditions for a period of three hundred sixty five (365) days from the date of
<br />acceptance. If, during this warranty period, any of the equipment or parts are
<br />defective or malfunction, they will be repaired or replaced, at SES's sole
<br />option, free of charge. Warranty repair is done 8am — 5 pm Monday through
<br />Friday, excluding holidays. This warranty will not apply if the damage or
<br />malfunction occurs, through no fault of SES, while the system is in the
<br />possession of the Buyer, or because the system has been adjusted, added to,
<br />altered, abused, misused or tampered with by the Buyer, or otherwise
<br />operated or used contrary to the operating instructions.
<br />13. DISCLAIMER OF WARRANTIES - WITH THE EXCEPTION
<br />OF THE WARRANTIES SET FORTH HEREIN, SES MAKES NO OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY
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<br />Electronic Security
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