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<br /> GSA 5000336350
<br /> 3.Payment Terms.Client shall pay,in full and without set off,UL fees and related expenses upon receipt of UL's invoice.Client
<br /> shall not deduct any wire or transfer fees,taxes,duties,or levies.UL may charge interest at the rate of 1.5%per month(18%per
<br /> year),or the maximum legal rate,on all outstanding balances,from the due date until paid in full.Client agrees to pay reasonable
<br /> collection costs,including attorneys'fees,if necessary,in the event of untimely payment or non-payment.If charges are not paid when
<br /> due,UL may deny or withdraw any UL Services to or from Client.
<br /> 4.Deposit and Credit Information.UL may require a preliminary deposit(to be credited against the total charges)before UL begins
<br /> Services.UL,its subsidiaries and its affiliates,also reserve the right to share a Client's credit history among themselves.
<br /> 5.Client Information.Client represents and warrants that all information and/or data provided to UL by Client,or on Client's behalf,
<br /> are complete and accurate and that UL may rely thereon when providing Services.if any information and/or data provided to UL by
<br /> Client,or on Client's behalf,are either incomplete or inaccurate,UL shall not be liable in any manner for any performance or alleged
<br /> non-performance of Services under this Agreement.Client agrees and consents to UL sharing Client's information and data,including
<br /> its employees'personal data,with UL's subsidiaries,affiliates,subcontractors or third parties,in order for UL to:(i)perform the
<br /> Services;(ii)conduct surveys for input about UL and its services or the improvement of UL's services and provide additional
<br /> information about UL's Services to Client including,without limitation,marketing materials,in any media including,without
<br /> limitation,e-mail,phone or otherwise;or(iii)act in the interest of public safety.Client further represents and warrants that all
<br /> information and data provided to UL by Client are properly owned or licensed by Client,do not infringe upon the intellectual property
<br /> rights of any third party,and that Client is allowed to provide such information to UL without restriction.
<br /> 6.Ownership of Work Product.UL shall retain all right,title,and interest,in and to any reports,procedures,data,calculations,
<br /> notes,or other documents in any form whatsoever conceived,prepared,or originated by UL.
<br /> 7.Confidentiality.Subject to Paragraph 5 above,UL shall use reasonable efforts to maintain in confidence,and not to knowingly
<br /> disclose to third parties(except UL's affiliates,subsidiaries,and subcontractors),information that it obtains in confidence from Client
<br /> ("Confidential Information"),without Client's prior written consent.Confidential Information shall not include information that is(a)
<br /> already known to UL;(b)publicly available;(c)subsequently acquired by UL from other sources in a manner that does not constitute
<br /> a breach of this Agreement;(d)disclosed by UL when deemed in its sole discretion,to be necessary to UL's performance of the
<br /> requested Services;(e)required to be produced pursuant to an order or command of any judicial,regulatory,or accreditation authority;
<br /> (f)required by any common law or statutory duty;or(g)disclosed in the interest of public safety.UL shall take reasonable steps to
<br /> safeguard client data within UL systems prior to external transmission and may transmit Client's Confidential Information and data to
<br /> Client through the Internet or any public network,unless otherwise directed in writing by Client.
<br /> 8.Samples.If the Services require examination of samples,the Client will ship the samples to UL at Client's expense.Upon
<br /> completion of testing,the samples may be destroyed,unless other arrangements are made for the return of the samples at Client's
<br /> expense.Client hereby expressly acknowledges and agrees that testing and sample preparation may damage and/or destroy any sample
<br /> that Client has provided for such testing and/or sample preparation.Client further expressly agrees that under no circumstances will
<br /> client seek to hold UL liable for any such damage or destruction,and UL will not be so liable.
<br /> 9.Subcontracting.Client agrees that UL may subcontract the Services to third parties.Client authorizes UL to disclose all
<br /> information to the subcontractor,including Confidential Information,necessary for such performance of the Services by the
<br /> subcontractor.UL shall provide as a tern of any such subcontract that the subcontractor shall meet UL's current qualification
<br /> requirements and shall comply with UL's requirements for confidentiality,conflicts of interest,and ethical standards.
<br /> 10.UL's Name or Marks.Client acknowledges and agrees that UL is the sole and exclusive owner of all rights,title and interest in
<br /> and to UL's name and trademarks including,without limitation,service marks and certification marks(collectively,the"Marks").
<br /> Except for Client's right to use the Marks as specifically granted in this Agreement,Client has no rights or interest in or to such Marks.
<br /> Client agrees that it will not during the term of this Agreement or at any time thereafter,contest or assist any third party in contesting
<br /> the validity of UL's ownership of the Marks.Client acknowledges that any misuse of the Marks,UL's name,reports,certificates or
<br /> other documents would result in irreparable harm to UL for which damages at law would be an insufficient remedy.Accordingly,
<br /> Client further agrees that UL may seek injunctive relief in any court of competent jurisdiction to specifically prohibit the continuing
<br /> misuse by Client of the Marks,UL's name,reports,certificate,or other documents and hereby waives all defenses to the strict
<br /> enforcement of the terms of this paragraph.
<br /> 11.Export Control.Client represents and warrants that it:(a)will not cause UL to violate any export,trade or other economic
<br /> sanction law;(b)will promptly advise UL if a project involves technology that is subject to any government controls,including U.S.
<br /> export controls,and will promptly supply all information needed to comply with those controls;and(c)will make payment to UL for
<br /> Services rendered under this Agreement with funds obtained and through financial institutions and accounts in compliance with
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