HomeMy WebLinkAbout _ 4.5(b)--Approve Sole-Source for PI System licensing with AVEVA Software LLC GI �" Y C� F
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REPORT TO THE CITY COUNCIL
MEETING DATE: August 19, 2025 FROM: Nick Zettel, Director of
ITEM NO. 4.5(b) Redding Electric Utility
***APPROVED BY***
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nzettel@cityofredding.org btippin@cityofredding.org
SUBJECT: 4.5(b)--Approve Sole-Source Agreement with AVEVA Software, LLC for PI
S stem software licensin .
Recommendation
Authorize and approve the following actions related to obtaining a license agreement with
AVEVA Software, LLC:
(1) Approve a sole-source licensing agreement with AVEVA Software, LLC for PI System
software totaling $413,920.80 for three years; and
(2) Authorize the City Manager, or designee, to sign and execute the license agreement,
general terms and conditions, and any additional documents related to the agreement for
processing orders for the City of Redding Electric Utility.
Fiscal Impact
AVEVA Software, LLC (AVEVA) license agreement funding for PI System software (PI
Software) is included for both years in Redding Electric Utilities (REU) approved Fiscal Year 2025—
2027 Biennial Budget. The contract's third year will be incorporated into the next biennial budget cycle.
Based on recent quotes, the estimated costs of$413,920.80 will be billed as follows:
Year 1� � Year 2 � Year 3
$80,'736 $162,542.64 $170,642.16
*Year one licensing will be for Power Plant data only, and Ti^ansmission&Distribution Supervisoty Control and Data
Acquisitivn data will be included in years 2 and 3.
The cost includes licensing for fu11 access to the PI Software suite, which provides data
collection, processing, and visualization capabilities. It also eovers licensing for a high-
availability configuration to ensure continuous data access—an essential component for real-time
eleetrical grid operations.
Report to Redding City Council August 13,2025
Re: 4.5(b)--Approve Sole-Source for PI System licensing with AVEVA Software LLC Page 2
The initial implementation costs are included in the PI implementation capital project, as they
represent the acquisition and installation of a long-term software asset. Ongoing annual licensing
fees will be budgeted as operations and maintenance expenses to support the system's continued
use and functionality.
All additional software and hardware required to deploy the PI So�tware on the City of
Redding's (City) in-house servers have been fully budgeted. They will be procured in accordance
with the City's Purchasing Division Policies and Procedures.
Alternative Action
The City Council may choose not to approve the sole source contract and provide alternate
direction to staf£ Not contracting with AVEVA would limit staff's options to replace the
obsolete Transmission & Distribution Supervisory Control and Data Acquisition (SCADA)
system historian; and provide a data analytics platform for Power Plant Distributed Control
System(DCS) and Transmission& Distribution SCADA data.
Background/Analysis
REU's Transmission & Distribution SCADA system data historian is antiquated and inadequate
for current needs and must be replaced. REU Power Plant DCS data is currently unavailable to
view, analyze, or evaluate outside of a few designated workstations that have limited capabilities.
PI Software effectively solves both problems by providing a platform for consolidating and
analyzing critical datasets.
In addition to effectively solving the two complex problems noted above, sole sourcing PI
Software is justified for the following reasons:
1. REU is a member of the Northern California Power Agency (NCPA) which provides
shared resources, trainings, and expertise that can be utilized by staff. NCPA has multiple
members, including the City of Roseville and the City of Lodi, who already utilize PI
Software within their utilities. Because of the close relationships with these cities, staff
can take advantage of joint training efforts, sharing of best practices and lessons learned,
and direct points of contacts with sites that are very similar to REU's. Additionally, the
City of Roseville utilizes the same T3000 DCS utilized by REU, which increases the
opportunities for knowledge sharing. The existing membership in NCPA provides
opportunities in relation to PI Software that do not exist with other alternatives.
2. PI Software provides a complete technology solution that meets REU's needs for data
acguisition, storage, and analysis. It also red�uces the demands on the City's technical
teams and simplifies future ongoing maintenance requirements. Other options were
considered, but were discarded due to weak analytical features, poor industry adoption in
the power industry, lacking an industry track record, or requiring additional and ongoing
Information Technology development support that REU does not have.
3. The PI Software wi11 be a key analytics component at the Power Plant and play a critical
role as the OSI CHRONUS data historian replacement for REU SCADA data. PI
Software has a proven track record of reliability and integration specifically within the
power utilities industry. Over 1000 power utilities around the world currently rely on the
PI Software.
Report to Redding City Council August 13,2025
Re: 4.5(b)--Approve Sole-Source for PI System licensing with AVEVA Software LLC Page 3
4. California lndependent System Operator (CAISO) connectors for PI Software are
available on the market that will allow easy integration of CAISO's Open Access Same-
Time Information System(OASIS) and CAISO's Automated Dispatch System (ADS).
5. Siemens Energy provides specific tools for exporting and passing plant data from the
T3000 DCS system to the PI Software data historian. PI Software supports collecting data
through various connectors and from multiple data sources, which is critical to
interfacing with T3000.
6. Because PI Software is widely integrated in the power industry, REU can easily find
qualified external support contractors and hire personnel who already have expertise
working with PI Software.
AVEVA Software, LLC is the sole provider of the PI Software. PI Software is the industry
standard for operational data management platforms in the power sector which, based on the
above noted considerations and benefits, would provide the best value to the City. The PI
Software solution is the only viable option that will meet all of REU's needs.
EnviNonmental Review
This is not a project defined under the California Environmental Quality Act, and no further
action is required.
Council Priority/City Manager Goals
• This is a routine operational item.
Attachments
AVEVA PI Flex Order Form
AVEVA PI General Terms and Conditions - Revised & Approved by City Attorney - Partially
Signed
AVEVA sole provider letter 2024
Opportunity Number: OPP-348719
AVEVA Flex Order Form
AVEVA Contract Information:
This AVEVA Flex Order Form ("Order Form")is a binding agreement for the Products and/or Services listed in this Order Form.
This Order Form is governed by the agreement specified below("Agreement"):
1. � The AVEVA General Terms and Conditions between City of Redding and AVEVA Software, �LC(#002127).
AVEVA Flex Order Form Term:
Effective Date of this Order Form ("Order Form Effective Date"): 31 October 2025
Order Form Expiration ("Order Form Expiration Date"): 30 October 2028
This Order Form is effective as of the Order Form Effective Date and unless terminated earlier in accordance with the terms of the
Agreement,this Order Form will immediately expire on the Order Form Expiration Date("Order Form Term").
Partv Identification:
AVEUA:�'� AVEVA'��S�ftware,1.1�C',("AVE1iA"�
Company Registration Number(if 47-2573795
a licable :
Company Registered Address: 26561 Rancho Parkway South, Lake Forest, CA 92630-8301, United States
Company Telephone Number: +1 949 727 3200
Principal Contact(Name, Email and Name: Samantha Baribeault
Phone Number): Email: samantha.baribeault@aveva.com
Phone Number: +1 510 877 9383
CUSTOMER: Gity c�f I�eddin�{"Cus#omer"),
Company Registration Number(if g4-6000401
a licable :
Company Registered Address: 777 Cypress Avenue, Redding, CA, 96001, United States of America
Bill-to/Invoice-to Party(Company City of Redding 777 Cypress Avenue Redding CA United States of America 96001
Name and Address :
Ship-to Address:
Company Telephone Number: +1 530.339.7350
Principal Contact(Name, Email and Name: Jeremiah McKnelly
Phone Number}: Email:jmcknelly@cityofredding.org
Phone Number: +1 530-339-7353
CONNECT Administrator(Name and Name: Jeremiah McKnelly
Email : Email: 'mcknell cit ofreddin .or
This Order Form is hereby executed by the parties.
AVEVA: Customer:
AVEVA Software, LLC City of Redding
By: By:
(Signature) (Signature)
Name: Preeti Saraogi Name:
Title: Assistant Treasurer Title:
Date: Date:
Page 1 of 5
AVEVA Flex Order Form(Universal)-v2.4-July 2024
�. ORDER SUMMARY, PRODUCT SCHEDULES AND INVOICE SCHEDULE
Section A: Order Summary
Total Flex Credit Fees: ' USD 413,920.80
Total Flex Credits: 23,208
AVEVA Customer FIRST F'rogram Service Premium
LeveL
Through Flex Credits, Customer has access to the entire portfolio of AVEVA's Products on the CONNECT platform.
Customer can access a Cloud Service or download an On Premises Product via the CONNECT platform and support
websites. Customer's purchased or allocated credits will be deducted from the total number of credits(as applicable)
shown in Customer's credit balance in the CONNECT platform in accordance with the Product Rate Plan associated
with the accessed or downloaded Products. The Product Rate Plan may change depending upon the Products that
the Customer chooses throughout the course of the Term. Such changes will be shown in the CONNECT platform.
Appendix A sets out the agreed list of offers for Products initially selected by the Customer and their associated rate
plan charges of said Products expressed in Flex Credits.
Section B: Order Details
AUEVA Flex Credits
AVEVA Product Cod Description Quantitv
FLEXCR-002 AVEVA Flex Credits Designated for Cloud Services 23,208
FLEXCR-001 Total AVEVA Flex Credits 23,208
Customer acknowledges and agrees that any credits designated for On Premises Product can only be applied to
On Premises Products and any credits designated for Cioud Service can only be applied to Cloud Service; they
are not interchangeable.
Section C: Invoice Schedule and Product Fees
AVEVA will invoice Customer for the above Flex Credits in accordance with the invoice schedule below. Customer
will pay to AVEVA the fees for the agreed Flex Credits set forth in this Order Form within 30 days of the invoice
date set forth below.
Top-Up Flex Credits will be charged at the rate of USD 18.51 per credit(clause 2.2(c)below applies).
' Item Year 1 Year 2 Year 3 Total I
Invoice Amou USD 80,736.00 USD 162,542.64 USD 170,642.16 USD 413,920.80
Invoice Date 31 October 2025 31 October 2026 31 October 2027 �•�����°O �����
User(s)and User Site City of Redding 777 Cypress Avenue Redding CA United States of America 96001
Location(s);
2. Other Terms.
2.1. Definitions.Capitalized terms used in this Order Form without definition have the meanings ascribed to them
in the applicable document.
"CONNECT Administrator"means the Customer representative(s)set out in the Order Form,which, in the
management of the applicable Product(s)has the right to grant access or use to any Users of such Product
on behalf of Customer.
"Flex Credits"means Reward Credits,Test Credits or other electronic credits purchased by the Customer,
which are then redeemed by the Customer for the use of On Premises Products or Cloud Service as the
case may be. At the start of the Order Form Term, all Flex Credits for Products (whether On Premises or
Cloud)purchased by the Customer as set forth in the Product Rate Plan, will be allotted in full to Customer
for use throughout the entire Order Form Term.Any unused Flex Credits remaining at the end of the Order
Form Term will expire and may not be carried forward to any other term or otherwise.
"Product Rate Plan"means the information accessible via CONNECT that provides a Customer with their
then-current list of subscribed Products and the associated rate plan charges of said Products expressed in
Flex Credits;
Page 2 of 5
AVEVA Flex Order Form(Universal)-v2.4-July 2024
"Reward Credits"means credits that AVEVA, in its sole discretion, may offer at no cost to the Customer.
"Test Credits" means credits allocated to a Customer's CONNECT Test Account. Such test account
provides access to Products solely for non-production use.
"Top-Up Flex Credits° means additional Flex Credits purchased by the Customer during the Order Form
Term to remedy a CONNECT Account that is overdrawn in Flex Credit usage or to supplement the
Customer's Flex Credit usage.
"User(s)and User Site Location(s)"means locations set forth in this Order Form where the On Premises
Products are permitted to be installed.
2.2. Credit Based Subscription Model.The Customer understands that the Products supplied in connection with
this Order Form are being provided on a credit based subscription model basis, and acknowledges that:
a) The Customer's Use of the Products is controlled and restricted by the number of Flex Credits set out
in this Order Form;
b) The Customer's initial Flex Credits as set out in this Order Form will expire at the end of the Order
Form Term;
c) If Customer owes AVEVA any unpaid fees or has any issued-and-outstanding invoice(s). Customer
shall pay the full amount of such unpaid fees and/or invoice(s)to AVEVA prior to purchasing Top-Up
Flex Credits;
d) Where the Customer purchases Top-up Flex Credits, such Top-up Flex Credits will be purchased at
the rate set out in this Order Form and such Top-up Flex Credits will expire at the end of the Order
Form Term;
e) Where the Customer's Use of the Products exceeds the number of Flex Credits or Top-Up Flex
Credits purchased ("Excess Usage"),AVEVA reserves the right to: (1)suspend the Customer's right
to Use in accordance with Clause 8 of the Agreement;and(2)charge the Customer for Excess Usage
at the Top-Up Flex Credits rate set out in this Order Form in accordance with Clause 20.3 of the
Agreement.
2.3. Non-Canceliable and Non-Refundable.This Order Form is non-cancellable and ali fees paid are non-
refundable.
2.4. Purchase Order("PO")Instructions.
Customer will issue one PO to AVEVA for the total amount of the Order Form. To facilitate effective PO
processing, Customer is asked to adhere to the following requirements, ensuring the PO contains all the
information described. Notwithstanding anything else contained herein, Customer shall remain liable for
the payment of all amounts owed pursuant to this Order Form, regardless of whether or not a PO is
issued.
i. Any documents requiring execution, inciuding this Order Form, must be executed and provided
at the same time as the PO is issued to AVEVA.
ii. The PO MUST reference the Order Form Number OPP-348719.
iii. The PO MUST state the following: "The AVEVA General Terms and Conditions reference
002127 effective from 31 October 2025 shall regulate the work performed under this
Purchase Order and will supersede the terms attached to this Purchase Order."
iv. Please issue the PO to:AVEVA Software, LLC, 26561 Rancho Parkway South, Lake Forest,
CA 92630-8301, United States.
v. For processing, please send POs to: software.I7SA cr Ave;va.com with copy to:
samantha.baribeault@aveva.com.
Page 3 of 5
AVEVA Flex Order Form(Universal)-v2.4-July 2024
Appendix A
Product Rate Plans for Initially Selected AVEVA Flex Offerings
AVEVA Cloud Service
' ' ' Credit Rate per provision Upon
AUEVA Product Code ' AVEVA'Product Name Commerciai Unit Initial Quantitv UserlUnit/Pack Sale
per Month '
F�EX-PIDI-016 AVEVA PI Data Infrastructure 8K Per Server 1 242 Yes
FLEX-PIDI-277 AVEVA PI Vision-5 Users Monthly Fixed Charge 3 48 Yes
FLEX-PIDI-051 AVEVA PI System Connectivity Pack Monthly Fixed Charge 1 0 Yes
F�EX-PIDI-335 AVEVA PI Seroer-Test 8K Monthly Fixed Charge 1 0 Yes
F�EX-PIDI-053 AVEVA PI Client Pack 5 Monthly Fixed Charge 1 20 Yes
FLEX-PIDI-066 AVEVA Add-ons HA Node 8K Monthly Fixed Charge 1 90 Yes
AVEVA Praduct Code ' AVEVA Product Name Commercial Unit Credit Rate' Credit Rate per Provision '
`ep r Dav Month Upon Sale
For TSA up to 200 per Day 0 n/a
For TSA from 201 to 5,000 per 0.00182 n/a
Day
CONNECT data services—V3 For TSA from 5,001 to 20,000 per 0.00101 n/a
FLEX-ADH-001 Day Yes
Includes 200 Total Streams For TSA from 20,001 to 100,000
Accessed(TSA)per Day per Day 0.00062 n/a
For TSA from 100,001 to 500,000 0.00046 n/a
per Day
For TSA over 500,000 per Day 0.00044 n/a
AVEVA Product Code ' AUEUA Product Name Commercial Unit Credit Rate Credit Rate uer Provision
;`ep r DaV Month Upon Sale`
From 0 to 5 �
Monthly Active Users n/a per user,per
month
From 6 to 500 5
Monthly Active Users n!a per user,per
CONNECT visualization services month
FLEX-CVS-001 �ncludes 5 monthly active users From 501 to 1,000 4 Yes
Monthly Active Users n!a per user,per
month
Over 1,000 3
Monthly Active Users n/a per user,per
month
Page 4 of 5
AVEVA Flex Order Form(Universal)-v2.4-July 2024
Appendix B
Projected Product Use for Years 2-3
AVEVA Cloud Service
' ` Credit 12ate per provision Upon'
AUEVA Product Code ' AVEVA'Product Name Cammercial Unit Initial Quantitv UserlUnitl Pack ; Sale
per Month I
F�EX-PIDI-020 AVEVA PI Data Infrastructure 20K Per Server 1 380 No
FLEX-PIDI-277 AVEVA PI Vision-5 Users Monthly Fixed Charge 3 48 Yes
FLEX-PIDI-277 AVEVA PI Vision-5 Users Monthly Fixed Charge 3 48 No
F�EX-PIDI-051 AVEVA PI System Connectivity Pack Monthly Fixed Charge 1 0 No
F�EX-PIDI-339 AVEVA PI Seroer-Test 20K Monthly Fixed Charge 1 0 No
F�EX-PIDI-054 AVEVA PI Client Pack 10 Monthly Fixed Charge 1 38 No
F�EX-PIDI-070 AVEVA Add-ons HA Node 20K Monthly Fixed Charge 1 141 No
FLEX-PIDI-112 AVEVA Add-ons P 2S�K tem Access(PSA) Monthly Fixed Charge 1 112 No
AVEUA Product Code ' AVEVA Product Name CommerciaLUnit Credit Rate Credit Rate per Provision
`ep r Dav Month Upon Sale
For TSA up to 200 per Day 0 n/a
For TSA from 201 to 5,000 per 0.00182 n/a
Day
CONNECT data services—V3 For TSA from 5,001 to 20,000 per 0.00101 n/a
Day
FLEX-ADH-001 �ncludes 200 Total Streams Yes
For TSA from 20,001 to 100,000 0.00062 n/a
Accessed(TSA)per Day per Day
For TSA from 100,001 to 500,000 0.00046 n/a
per Day
For TSA over 500,000 per Day 0.00044 n/a
AUEVA Product Code ' AUEVA Product Name Commercial Unit �redit Rate Credit Rate per Provision '
r`ep r Dav Month Upon Sale
From 0 to 5 �
Monthly Active Users n/a per user,per
month
From 6 to 500 5
Monthly Active Users n!a per user,per
CONNECT visualization services month
FLEX-CVS-001 Includes 5 monthly active users From 501 to 1,000 4 Yes
Monthly Active Users n/a per user,per
month
Over 1,000 3
Monthly Active Users n/a per user,per
month
Page 5 of 5
AVEVA Flex Order Form(Universal)-v2.4-July 2024
Docusign Enveiope ID:9CD07FE4-2E68-4816-8ECE-CA2D4D7EA7E5
GTC#: 002127
AVEVA GENERAL TERMS AND CONDITIONS
This Agrcement is enYered into Yhis 19th day of AugusY 2025 (thc "Effective Date") by and betwecn AVEVA SofYwarc, LLC
("AVEVA") and thc individual or entity fhat exccutcs this Agrcement (the"Customer") (collectivcly, the "Parties" and each, a
"Party"). Thc Partics are entcring into this Agrcemcnt for the purposc of enabling the Customcr and its Affiliatcs to purchase
Products,Support Scrvices and Profcssional Services from AVEVA and its Affiliatcs,and to sct out the general terms and conditions
that apply to such purchases.Unless otherwise providcd,all capitalised terms uscd in this Agrecment havc the mcaning set forth in
the Dcfinitions Appendix of this AgrecmenY.
In the event a Customer Affiliate intends to adopt this Agreement, the Customer must provide the Customer Affiliate's company
name, address, contact information for a lead contact person and such other information AVEVA may reasonably request. Once
aceepted, a Customer Affiliate may place orders under this Agreement. If a Customer Affiliate no longer meets the ownership
requirements set out in the Agreement, Customer or Customer Affiliate shall promptly notify AVEVA in writing. For purposes of
the foregoing,references to C�istomer in this Agreement shall inelude the relevant Customer Affiliate, and references to AVEVA
shall include the relevant AVEVA Affiliate.
IN WITNESS WHEREOF,AVEVA and thc CusYomcr,each Yhrough its duly authorized representative,hereby agree to the tcrms
and conditions of this Agreement.
AVEVA: Customer:
AVEVA Software,LLC City of Reddin�
DocuSigned by:
���
By� 7811CD78060947F... B}��
(Signature) (Signature)
Name: Preeti Saraogi Name:
Title: Assistant Treasurer Title:
Date: 11 August 2025 Date:
Norice Address: Notice Address:
26561 Rancho Parkway South City of Redding
Lake Forest,CA 92630-8301 777 Cypress Avenue,
United States of America Redding CA 96001
United States of America
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1. Interpretation. Unless the context clearly requires otherwise, references to "Agreement" mean, and this Agreement
consists of,all of the following: (i)these General Terms and Conditions and any Appendices and Addenda attached hereto,(ii)any
Order Form;and(iii)any and all AVEVA policy documents or support manuais referenced in any of the foregoing.In the event of
a conflict beYwcen thc provisions in any documents forming part of this AgreeinenY,Yhc documcnts shall be givcn precedence in the
following dcsccnding order: (1) the provisions of thcse Gencral Tcrms and Conditions, (2) thc provisions of any Appcndix ar
Addenda to this Agrcement; and (3) thc provisions of any Order Form. Unlcss otherwisc statcd, "incl�uding" and "c.g." are not
excl�usive or liiniting and will be deemed followed by"without limitation".
2. Product License;Right to Access and Use
21 The followin�license terms shall apply to any On Premises Product:(i)eonditioned upon the Customer eomplying
with the terms and conditions of this Agreement (incl�uding paymcnY of Yhe applicablc Charges), AVEVA hcreby granYs to the
Custoiner, for thc liccnsc tcnn specificd in such Order Form or othcrwisc in CONNECT, formcrly AVEVA Conncct, a non-
transferable, non- sublicensable, non-cxcl�usivc liccnse to Usc the On Premiscs Product only on thc Customcr Prcmises in
accordance with this Agrecmcnt;and(ii)this license shall not extcnd to any Customer Affiliate unless such Affiliatc is specifically
namcd on the applicablc Order Form.
2.2 Thc following right to use shall apply to any Cloud Scrvice: (i)conditioned upon the Customer complying with
the terms and conditions of this Agreement(including payment of the applieable Charges),AVEVA hereby�rants to the Customer,
for the subscription period specified in such Order Form or otherwise in CONNECT,the right to access and use the Cloud Service
(through CONNECT) solely for internal business purposes and otherwise in aceordance with this Agreement;and(ii)the Customer
shall not make CONNECT or the Cioud Service accessible or available for Use by any person or entity other than the Customer's
Users and Customer Affiliates.
3. General Use of the Products.Unless expressly required by Appiicable Law without the possibiliry of contractual waiver,
the Custoiner shall not:
3.1 reverse engineer,reproduce, decompile,recompile, disassemble, merge, modify, adapt or translate a Product or
any component thereof,or create derivative warks based on a Product,nar allow any third party to do the same;
3.2 wark around any technical limitations in a Produet or Use a Product in any way that exceeds the Product's
technical or usage limitations;
3.3 make more copies of a Product or documentation than is permitted under this Agreement or Use back-up copies
of a Product for purposes other than restoring the Customer's Use of the Product following a failure of that Product or the
hardware that it is installed upon(including for purposes of training,tesring or as a hot standby or caching server);
3.4 transfer,assign,sublicense,or rent a Product or any part thereof to any other person or entity,or permit timesharing
or service bureau Use of, or commErcially e�ploit a Product or any part thereof, in eaeh ease except in aceordance with this
Agreement;
3.5 incorporate a Product into anything not provided by AVEVA, except (i) for ineorporarion of a Product or
documentation with application program interfaces that AVEVA makes pubiicly available fbr such Product or documentarion,
provided that such use is performed by the Customer for the Customer's benefit only, (ii) to the extent expressly permitted, to
customize a Product in accordance with the accompanying documentation, or(iii) as expressly permitted under a separate written
agreement with AVEVA;
3.6 perform any benchmark testing or any of the following security testing of any Product without AVEVA's prior
written consent: network discovery, port and service identification, vulnerability scanning, password cracking, remote access
testing,or penetration testing;
3.7 transfer a Product to another location or to other equipinEnt without the prior written consent of AVEVA;
3.8 use a Product to store ar transinit infringing, libellous, or otherwise unlawful or tortious material or to store or
transmit inaterial in breacl�of Applicable Laws or Yhird party rights.
4. AVEVA Sapport Services
4.1 Conditioned upon the Customer complying with the terms and conditions of this Agreement(including payment
of the applicable Charges),AVEVA shall provide the Support Services set out in the Order Form to the Custoiner.
4.2 Unless otherwise agreed in writing by AVEVA,AVEVA has no obligation to provide Support Services in respect
of(i)Third Party Products or Resale Items; (ii)AVEVA software or bardware supplied by, or repaired by, any agent, distributor,
reseller or other third party not authorized by AVEVA to suppiy ar repair sueh AVEVA software or hardware; (iii) planning,
installation,testing,and doeumentation of expansions,modifieations or software upgrades of custom applieations;(iv)hardware or
software identified as retired phase or due to become retired under the AVEVA Software End of Life Poliey(currently available at
https:l/www.aveva.com/en/legal/policies-compliance/)("Software EOL Policy"); (v)any version of a Product that is not the most
up-to-date version of such Product; and (vi) any Pre-Production Product, Test Aceounts, Partner Accounts or Preview. AVEVA
reserves the right to charge the Customer additional Charges in respect of any Support Services provided for the matters set out in
this Clause 4.2.
4.3 The Customer acknowledges that the Support Services are of an advisory nature and AVEVA provides no
warranty,representation or undertaking that the Support Services shall achieve a specific business result.
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4.4 Without prejudice to the Customer's statutory rights, AVEVA warrants that any parts for hardware which are
suppiied by AVEVA in performing the Support Services under this AgreemenY shall be free from material defects for a period of
sixty(60)calcndar days following Delivery of such parts.The Customer's sole and exclusivc rcmcdy and AVEVA's enxire liabiliYy
far a brcach of this Clause 4.4 shall bc to repair ar replace the parts providcd for thc hardware by AVEVA.
4.5 To the exYenY AVEVA is contractually permitYed to do so, iY shall pass-Yhrough to the Custoiner any warranties
from the original vendor and any up�rades,patches,serviee packs,or corrective fixes which are supplied for any Third Party Product
while providing the Support Services under this A�reement.AVEVA shall not be responsible for any issues or defeets witb respect
to any Third Party Products.
5. Charges;Expenses
5.1 Thc Custoiner shall pay Yh�Chargcs for the Products,Support Services and Profcssional Services as sct out in thc
Order Form.
5.2 In addition to thc Charges set out in Yhc Ordcr Form, Yhc Customer acknowledges that (i)timc spcnt providing
Yhe Professional Scrviccs or SupporY Scrvices by AVEVA Pcrsonncl during hours outside of Normal Working Hours shall be
charged by AVEVA to the Customer at the Overtime Rate;(ii)Standby Time shall be charged by AVEVA to the Customer whether
or not any AVEVA Personnel are physically present at the Customer Premises, and if sueh Standby Time is outside of Normal
Working Hours, the Customer shall be charged for such Standby Time at the Overtime Rate; (iii) all Support Services and
Professional Services provided on the Customer Premises shall be charged to the Customer at the rates set forth in the Order Form,
subject to the following: a minimum of four(4)hours will be charged by AVEVA to the Customer where hourly rates have been
agreed with the Customer,and a minimum of one(1)day will be charged by AVEVA where daily rates have been agreed with the
Custoiner; (iv)unless otherwise agreed in writing by AVEVA, any part of any hardware supplied by AVEVA that is identified as
requiring replacement d�uring the provision of the Support Services and Professional Services shall be charged by AVEVA to the
Customer at the price notifled by AVEVA to the Customer; and(v) if AVEVA agrees to provide addirional Suppart Services or
Professional Services to the Customer as result of any maintenance or repair work performed on any hardware by the Customer or
any third party appointed by the Customer,AVEVA sha11 charge the Customer for such additional Support Services or Professional
Services at the rates set forth in the Order Form.
5.3 Without prejudice to AVEVA's other rights and remedies under this Agreement or at law, if AVEVA cannot
provide the Support Services or Professional Services in whole or in part due to a failure by the Customer to perform its obligations,
then AVEVA may charge the Customer for any reasonable costs or other amounts that AVEVA may incur from such Customer
failure,including the time of the affected AVEVA Personnel at AVEVA's then-standard rates.
5.4 Except as otherwise agreed in writing by Customer and AVEVA,Customer shall reimburse AVEVA for expenses
incurred by AVEVA in the provision of T1ie Support Services and Professional Services,including reasonable travel and living costs
(including the eost of hotels, meais, and transport) of AVEVA Personnel engaged in the provision of the Support Services and
Professional Services aY the Customer Premises.
6. Invoicing and Payment
6.1 Unless otherwise agreed in the Order Form,the Customer shall pay the Charges set out in an invoice within thirty
(30) calendar days from the date of such invoice and all Charges shall be in the currency identified in the Order Form. Customer
shall pay a late charge of one and one-half percent(1.5%) (or the maximum rate permitted by law, if lower)per month above the
base rate of the Federal Reserve on all payments which are not paid when due.Unless otherwise agreed by AVEVA in writing,the
Charges set out in the Order Form shall be non-refundable,non-cancellable and non-contingent.
6.2 Without prejudice to any other rights or remedies available to AVEVA under this Agreement or at law if the
Customer breachEs any of its obligations to pay the Charges more than Ywiee in any twelve (12) monYh period, or in AVEVA's
reasonable opinion,there is a material adversE change in the Customer's financial condition,then AVEVA may issue an invoice to
the Customer prior to the supply of the Prod�ucts or the provision of Yhe Support Services or Professional Services and any Charges
set out in such invoice shall be due on the date of such invoice.
6.3 The Charges do not include taxes and,unless otherwise set out in the Order Form,the Custoiner shall pay all sales,
use, value-added, gross receipt, stamp duty, stamp tax, goods and services tax, and other similar taxes ("Transaction Taxes")
imposed by Applicable Laws on the Products, Support Services and Professional Services and associated with this Agreement,
except for those taxes based on AVEVA's income. If Customer is exempt from paying a Transaction Tax, the Customer shall
provide AVEVA with a written confirmation from the applicable tax authority of such valid Transaction Tax exemption at least
twenry(20)calendar days before the due date for payment of the relevant invoice.In addition,Customer sha11,on at least an annual
basis and upon reasonable request from AVEVA, update or re-confirm such tax-exempt status. If AVEVA does not eolleet the
required Transaction Taxes from C�istomer but is required to remit such Transaction Taxes to any taxing authoriry, the Customer
sha11 reimburse AVEVA far(i)a11 sueh Transaetion Taxes;and(ii)any aecrued penaities and interest eharges incurred by AVEVA
where the failure to timely collect and remit was not due to AVEVA's own default.Witbout prejudiee to AVEVA's other ri�hts or
remedies at law or under this Agreement,AVEVA reserves the right to invoice the Customer for Transaction Taxes if the C�lstomer
fails to provide�he written confirmation of its tax-exempt status in accordance with this Clause 63. If the Customer is required by
Applicable Laws to make any income tax withholding from the Charges under this Agreement, Customer will (i) withhold the
legally required amount from payment;(ii)remit the withheld tax to the applicable taxing authority;and(iii)within sixty(60)days
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of payment,deliver Yo AVEVA original documenYaYion or a cerYified copy evidencing remitYance of withheld tax.If Customer does
not provide evidence of payment of withheld taxes,Customer will reimburse AVEVA for the tax withheld from payment to AVEVA
within 60 days.
7. Pre-Production Product or Preview&Cloud Test and Partner Accounts; Resale Items
7.1 AVEVA may make a Pre-Production Product or Preview availabie to the Customer solely for the Customer's: (i)
internal non-commereial purposes,non-produetion purposes,including demonstration,training,beta-testing and academic Use;(ii)
evaluation of the Pre-Production Product or Preview; and(iii)providing feedback to AVEVA about sueh Pre-Production Product
ar Preview. Unlcss othcrwisc agrecd in writing with AVEVA,thc Customcr shall not Usc Yhc Prc-Production Product or Preview
far any oYher purpose (including in a prod�uction environment for commercial purposes). AVEVA rescrves the right to revokc or
suspend the Customcr's Usc of or acccss Yo thc Pre-Prod�uction Product or Prcvicw at any time and wiYhout notice.
7.2 If the Ordcr Form states that the Customcr's access to CONNECT to rcccivc thc Cloud Scrviccs shall bc a Test
Account,Yhen thc Customer's right of use shall be limited to a right for thc Custoiner to Use thc Cloud Services solely for testing
of thc Cloud Scrvice.
7.3 If the Order Form states that the Customer's aceess to CONNECT to receive the Cloud Services sha11 be a Partner
Aceount,then the Customer's ri�ht of use shall be limited to a ri�ht for the Customer to Use the Cloud Services solely to support
the testing,development,promotion and sale of the Cloud Service.
7.4 All Test Accounts,Partner Accounts,Pre-Production Products,and Previews are provided"AS IS"and AVEVA
hereby disclaims any and all liability, Damages, or obligation relating to the Test Accounts, Partner Accounts, Pre-Production
Product or Preview and,without prejudiee to the foregoing,AVEVA: (i)has no obligation to indemnify or defend the Customer for
any Claim by any third parry arising from or related to the Test Accounts,Partner Accounts, Pre-Production Product or Preview;
(ii)hereby disclaims all warranties,express or implied,far the Test Accounts,Partner Accounts,Pre-Production Product or Preview;
and (iii) shali not provide Support Services or any Service Level commitments for the Test Accounts, Partner Accounts, Pre-
Production Product or Preview.If AVEVA provides the Customer with any Pre-Production Products or Previews identified as trial
or demo software,the Customer shall have thirty(30)calendar days to use and evaluate such trial software,unless otherwise stated
in the Order Form.
7.5 The Customer acknowledges that Resale Items may be provided to the Customer and that Resale Items (i)are not
Products, Support Services or Professional Services supplied or provided under this Agreement; (ii) may be subject to terms and
conditions with third parties who are providing the Resale Items and to which the Customer agrees to be bound;and(iii)are received
by the Customer solely at the Customer's own risk and without liability to AVEVA.
8. A�EVA's I�i�ht o�" Sus�ension. AVEVA may, in its sole discrerion and without prior norice, suspend or limit the
Customer's Use(or require the Customer to suspend or limit its Use)of the ProducYs,SupporY Serviees and/or Professional Services,
or any portion thereof, without ineurring any liabiliry to the CusYomer i£ (i) AVEVA experienees or reasonably believes it will
experience a security threat or system failure that endangers the integrity of AVEVA's internal systems;(ii)AVEVA is directed to
do so by any law enforcement or regulatory agency; (iii)the continued performance of its obligations under this Agreement could
result in AVEVA being in breach of Trade Controls or other Applicable Laws; (iv) AVEVA reasonably believes the Customer's
Use of the Products amounts to excess usage;or(v)the Customer fails to pay the Charges.If AVEVA suspends or limits Customer's
Use(or requires Customer to suspend or limit its Use)of the Product in accordance with any of the foregoing subclauses(i)through
(iv),then AVEVA shall use commercially reasonable efforts to restore such Use as soon as reasonably practicable.
9. Customer Obligations
9.1 The Customer sha1L• (i) cooperate with AVEVA in good faith to enable AVEVA's provision of the Products,
Support Services and Professional Services, including providing AVEVA with timely access to data, information, and Customer
Personnel; (ii) if any Support Services or Professional Services are to be provided at the Customer Premises, provide AVEVA
Personnel with all necessary access to such Custoiner Premises on a without charge basis, including access to the Custoiner's
information technology and telecommunications systems and any other facilities that are necessary for AVBVA to provide the
Support Services or Professional Services; (iii) ensure that Customer's information technology and telecommunications systeins
compiy with relevant specifieations and requirements that may be provided by AVEVA from time to time; (iv)use commereiaily
reasonable efforts to prevent any unauthorized Use of or access to the Produets, and upon beeoming aware of such unauthorized
Use or access, promptly notify AVEVA in wriring of sueh Use or access; and (v) obtain and maintain all neeessary lieenses,
consents, and authorizations to allow AVEVA to supply the Produets and provide the Support Services and Professional Services
to the Customer,and far the Customer to Use the Products,reeeive the Support Services and Professional Services or share Customer
Content.
9.2 The Customer agrees that it is responsible for use of the Products by Users and Customer's Affiliates and shall
inake all Users and Customer Affiliates aware of,and ensure that they comply with,the terms and conditions of this Agreement and
AVEVA's Acceptable Use Policy. The Customer will be liable,jointly and severally with any User or Customer Affiliate for all
acts or omissions of such individual or entity, and any act or omission of such individual or entity that would be a breach o f this
Agreeinent if it were an act or omission of the Customer will constitute a breach of this Agreeinent by the Customer.
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9.3 The Customer shall(i)not aliow any User Credentials to be used by more than one individual User or Machine;
and(ii)ensure that the User Credentials are kept confidential and secure.The Customer(and not AVEVA)shall be responsible for
any unauthorized access to any of Yhc Products through thc misusc of thc Custoiner's User Crcdcntials.
9.4 AVEVA shall not be in breach of this Agrcemcnt and shall not be liable to Yhc Customcr for fail�ure to perform iYs
obligaYions undcr this Agrecment if, and to thc extcnt that, such fail�ure(i)results froin thc CusYomcr failing to perform any of its
obligations under this Agreement;or(ii)is caused by any negligent,tortious or unlawful act or omission of the C�istomer.
10. Data Centre Locations.AVEVA may host CONNECT and provide thc Cloud Serviccs for Yhc Customcr to Usc the Cloud
Service from such centres and locarions as AVEVA may decide in its absoi�utc discreYion(including as AVEVA may dccidc to be
necessary for any redundancy or backup purposes).
1L Health and Safety. The Customer shall ensure the Customer Premises are a safe environment for, and shall take all
reasonable measures to proteet the heaith and safety of,AVEVA Personnel enga�ed in the provision of the Support Services and
Professionai Services at the C�istomer Premises.AVEVA shall eomply with the reasonable safety requirements,polices,procedures
and rules of the C�istomer,where reasonably applicable,in respeet of the Customer Premises provided that such safety requirements
are provided to AVEVA at least fourteen(14)calendar days prior to such AVEVA Personnel arriving at the Customer Premises.
12. Regulatory Compliance
12.1 Each Parry will comply with Appiicabie Laws in connection with the execution and performance of this
Agreeinent. The Customer acknowledges that the Customer(and not AVEVA) is solely responsible for ensuring the Customer's
compliance with all Applicable Laws.
12.2 Without limiting the generality of the foregoing:
12.2.1 each Party represents and undertakes that in connection with the execution and performance of this
Agreement: (i) it will not, and will ensure that its authorized representatives and associated persons will not, directly or indirectly
engage in or abet any activity,practice or eonduet,whieh wouid eonstitute a breaeh of or an offense under applieable anti-bribery
laws and regulations, including the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, any amendments and
implementing regulations to such statutes,and any locai anti-bribery laws and regulations(collectively,the"Anti-Bribery Laws");
(ii)it has and will maintain in place adequate procedures designed to prevent any authorized representarives and associated persons
froin undertaking any conduct that would give rise to a breach of or an offense under Anti-Bribery Laws;and(iii)from time to tiine
at the reasonable request of'the other Party,it will confirm in writing Yhat it has complied with its undertakings under the foregoing
subclauses(i)and(ii)and will provide any information reasonably requested by the other Party to confirm such eompliance;
12.2.2 the Customer represents and undertakes that in connection with the performance of this Agreement, it
will comply with all applicable Export Control Laws and Sanctions Laws in all respects related to the performance of this Agreement
and each Order Form;
12.2.3 the Customer represents and undertakes that the Products, Support Services and Professional Services
shall not be used: (i)in any country or territory subject to an export,import,financial or investment embargo under Export Control
Laws or Sanctions Laws; (ii)in connection with any prohibited end use described under Export Control Laws or Sanctions Laws;
(iii) by or for the benefit of any individual or entiry denied party list maintained under Export Control Laws or Sancrions Laws,or
any entiry owned or controlled by such individual or entity; (iv)for any other use requiring an authorization under Export Controt
Laws or Sanetions Laws where such authorization has not been obtained; (v)in any manner,that couid result in AVEVA being in
breach of Export Controi Laws or Sanctions Laws,and Customer represents and undertakes not to re-export or transfer any Products,
Support Services or Professional Services in breach of any ExporY Control Laws or Sanetions Laws;
12.2.4 the Customer shall comply with AVEVA's Business Conduct Guidelines located
at htt�s://www.aveva.com/;
12.2.5 neither Party shall do anything that could reasonably prejudice the other Party's compliance with all
Applicable Laws relating to anti-slavery and human trafficking.
12.3 AVEVA may, in its absolute discretion and without prejudice to its other rights and remedies under this
Agreement or at law, revoke or suspend any of the rights granted under this Agreement if AVEVA believes, in its reasonable
opinion,that the Customer is not in compliance with this Clause 12.
12.4 The Customer agrees that,within fourteen(]4)calendar days of receipt of a written request from AVEVA,it wi11
provide to AVEVA,in writing,the names of any and all of Customer's Users and Customer Affiliates in order for AVEVA to verify
that the Customer is in compliance with this Clause 12.
13. Customer Content
13.1 During the Term,the Customer hereby grants and agrees to grant to AVBVA and its Affiliates a global,royalty-
free, sub-licensable,non-exclusive license to use the Customer Content in order to: (i)provide the Products, Support Services,and
Professional Services to the Customer;(ii)develop,improve,modify and optimize the Products,Support Services and Professional
Services; and (iii) fulfil AVEVA's obligarions under this Agreement, including making necessary diseiosures and obtaining all
licenses,permits,approvals,ar consents required in connection with any Customer Content that is regulated content.
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13.2 AVEVA may share Custoiner ConYenY only to the extent that the Customer Content is aggregated and anonymized
such that the Customer cannot be identified from the Customer Content.
13.3 Thc Customer warrants and represcnYs that it owns or has thc right to usc all Intcllectual Property Rights in and
Yo the Customcr ContenY,in connection with AVEVA's Products, Support Services and Professional Services.
13.4 Thc Customer acknowlcdgcs that to the extent Yhat thc Custoiner discloses or transmits Custoiner Contcnt to a
third party(including by allowing a third part}�to aecess Customer Content as a User), AVEVA shall not be responsible for the
seeurity, integrity or confidentiality of such C�istomer Content as disclosed or transmitted to such third party, notwithstanding
anything to the eontrary herein.
13.5 The Customer shail(i)be responsible for the aecuracy,quality,integrity,legality,reliability,and appropriateness
of the Customer Content, (ii)not include in any Customer Content any sensitive or speeial eate�aries of Personai Data that would
subject AVEVA to specific data seeurity or data protection obligations, or other governmental regulation, (iii) ensure that the
Custoiner ConYcnt is compatiblc with Yhc application program int�rfaccs in the Products, and(iv)be responsiblc for any sccurity
vulnerabilitics, and thc consequcnces of such security vulncrabilities, arising from the Customcr ContcnY, including any viruses,
Trojan horses, worms or othcr harmful programming routines contained in the Customer Confent. AVEVA may, in its absolutc
discrction and without prior notice to the CusYomer, delete any Custoiner Contcnt that AVEVA identifics as containing any such
sccurity vulncrabilitics.
13.6 Thc Custoiner acknowledgcs and agrecs Yhat the Cloud Scrviccs arc not intended to act as a document or data
retention system for the Customer and that the Cloud Service have limited capacity to store Customer's data(including the Customer
Content)and the Customer must store and backup such data(including the Customer Content)in a separate system; and the Cloud
Services may be subject to transmission errors,delivery failures,delays and other limitations inherent in the use of the internet and
electronic communication.
14. Intellectual Property
14.1 All Intellectual Property Rights in and to the Products,Support Services and Professional Services,docwnentation
and Deliverables, including techniques, knowledge or processes associated with design contributions, related knowledge or
processes,and any and all updates,upgrades,modifications,enhancements,and derivative works of the foregoing, shall belong to,
and vest in,AVEVA or,as applicable,its licensars,and the Customer hereby assigns and agrees to assign to AVEVA any and all
Intellectual Property Rights that it might otherwise have in any of the foregoing.AVEVA retains all goodwill in,and the Customer
has no rights in and to,any trade name,trademark,service mark,logo or other designation owned or controlled by AVEVA,whether
registered or unregistered,including"AVEVA",the AVEVA logo,"Wonderware"and"InTouch".
14.2 If the Customer provides to AVEVA any suggestions,enhancement requests,recommendations,or other feedback
related to the Products, Support Services, Professional Services, documentation or Deliverables (collecrively, "Feedback"),
AVEVA shall havE and Customer hereby assigns and agrees to assign to AVEVA all right,ritle and interest,including ail Intellectual
Property Rights,in and to the Feedback.AVEVA shall have thE unrestrieted royalty-free right to use and incorporate into any of its
produets and services (including the Products, Support Services and Professional Services), documentation, and Deliverables, any
and all Feedback. Furthermore, the Customer acknowledges and agrees Yhat nothing herein shall limit AVEVA's rights to use its
general knowledge, skills and experiEnce, and any ideas, concepts, know-how and teehniques, related to or derived from the
performance of its obligations under this Agreement for any purpose.
15. Indemnification
15.1 Indemnification by AVEVA. Subject to the provisions of Clauses 15.3 and 22, AVEVA shall defend and
indemnify the Customer against any Claims brought against the Customer by any Yhird parry alleging that Customer's Use of the
Products or receipt of the Support Serviees and ProfEssional Services in accordance with the terms and conditions of this Agreement
infringes thE Intellectual Properry RighYs of a third parry("Third Party IP Claim"),provided this indEmnity shall not apply if the
alleged infringement results from: (i)Use of the Products or receipt of the Support Services and Professionai Services in conjunetion
or combination with any other software,services,product,data,item, or apparatus not provided by AVEVA to the Customer under
this Agreement; (ii) anything the Customer provides or designs, including configurations, instructions, or specifications, and any
Products or Support Services and Professional Services that were provided by AVEVA pursuant to Customer's designs,drawings,
or specifications; (iii) a modification of a Product or the Support Services and Professional Services by the Customer or any third
party; (iv)the Customer's failure�o use the latest release or version of a Product or the Support Services and Professional Services
(including any corrections or enhancements) where such use would have prevented such Clai�n; (v) AVBVA's compliance with
designs or specifieations of a published standard;(vi)the Customer's Use,storage,dis�ribution,reproduction,or maintenanee of the
Products or the Support Serviees and Professional Services in breach of this Agreeinent;or(vii)any other breach of this Agreement
by the Customer.
15.1.1 If AVEVA believes,in its reasonable opinion,that a Third Party IP Claim eould or is likely to be made,
or a Third Party IP Claim has been made, then AVEVA may, in its absolute discretion and at AVEVA's own eost(i)procure for
the Customer the right to eontinue using the Produet or receiving the Support Services and/or Professional Serviees under the terms
of this Agreement; (ii} replace or modify the Product or the Support Services and/or Professional Services without a material
decrease in functionality; or(iii)if either(i}or(ii)are not reasonably available,revoke any license in this Agreement for Products
or Support Services and Professional Services that are the subject of such Third Party IP Claim.If AVEVA releases any Updates to
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the Products to avoid or mitigate any such Third Party IP Claim,then the Customer shall install such Updates as soon as reasonably
practicable and in no evenY more than seven(7)calendar days after receiving notice that such Updates have been issued by AVEVA.
15.2 Indemnification by the Customer. Subjcct to thc provisions of Clausc 15.3 , thc Customer shall dcfend and
indeinnify AVEVA and the AVEVA Personncl (collcctively, the "AVEVA Indemnitees") against Claims brought against Yhe
AVEVA Indemnitccs by any third party arising from or relaYed to: (i) thc Customcr's use of thc Prod�ucts or the Support Scrvices,
and/or Professional Serviees in breaeh of any Applicable Laws or the terms of this Agreement;(ii)any Customer Content,including
any ailegation that any Customer Content infringes the Intelleetual Properry Rights of a third party; (ui)AVEVA's use of or aecess
to the Customer's information technology and teleeommunieations systems or the Customer Premises in eonnection with the
provision of Products,Support Services and Professional Services under this Agreement;and(iv)Customer's Use of any of Produet,
Support Serviee or Professional Serviee in any application or situation where the failure of the Product, Support Serviee or
Professional Serviee eould lead to death or serious bodily injury to any person or to severe physical or environmental dama�e.
15.3 Indemnification Conduct of Claim.Thc indcmnificaYion obligaYions undcr this Clause 15 arc conditional upon:
(i)the Party against whoin a Claim is brought timely notifying the other Party in writing of any such Claim; (ii)the Party who is
obligaYed to defcnd a Claim having thc right to fully control the defense of such Claim; (iii) thc Party against whoin a Claim is
broughY reasonably cooperating in the defensc of such Claim;and(iv)in thc casc of a Third Party IP Claim,thc Customer complying
with AVEVA's direction to cease any Usc of the Prod�ucts or Support Scrviccs and Professional Services which, in AVEVA's
rcasonable opinion, may constituYe an infringement. Ncither ParYy shall settie any Claim in a manner that includcs a financial or
specific performanee obligation on or admission of liability by the other Party without such Party's prior written consent.The Party
against whom a Ciaim is brought may appear and participate in the defense, at its own expense, through eounsel reasonably
acceptable to the Party obligated to defend such Claim,provided that the indemnifying party shall retain full control over the defense
of the Claim.Without prejudice to AVEVA's rights under Clause 15.1.1,neither Party shall undertake any action in response to any
aetual or alleged Third Party Il'Claim that is prejudicial to the other Party's rights.
16. Warranties,Representations and Undertakings
16.1 Authority.Each Party represents,warrants and undertakes that it has full capacity and authority and ali necessary
consents to enter into and to perform this Agreement and to grant the rights and licenses set forth in this Agreement, and that this
Agreement is executed by its duly authorized representative and represents a binding commitment on it.
16.2 Limited Warranty for On-Premises Products. AVEVA warrants for a period of ninety (90) days following
Delivery,that the On-Premises Product shall function in aecordance with the accompanying doeumentation in all material respects.
This warranty shall automatically become null and void if the warranty claim arises out of any modification or repair to the On-
Premises Product that was made other than as expressly permitted by this Agreement. For any breach of this warranty, the
Customer's exclusive remedy,and AVEVA's entire liability, shall be that AVEVA wili,at AVEVA's option: (a)promptly correct
any On-Premises Product that fails to meet this limited warranry; (b) provide the Customer with a reasonable procedure to
circumvent the nonconformity; or (c)refund the license fees paid by the Customer for the non-conforming On-Premises Produet
upon the CusYomer's return of the same to AVEVA.
16.3 Limited Support Services Warranty.AVEVA will perform the Support Services in a professional manner.This
warranry will be in effect for a period of thirty(30)days from the date of compietion of the Suppart Service.For any breaeh of Yhis
warranty,the Customer's exclusive remedy,and AVEVA's entire liability,shall be the reperformance of the Support Services.
16.4 Limited Cloud Serviees Warranty.AVEVA warrants that during the Term of each applicable Order Form: (1)
the Cloud Service will perform materially in accordance with the accompanying documentation; (2)the functionality of the Cloud
Service will not be materially decreased; and (3) to the best of AVEVA's knowledge, the Cloud Service does not contain, and
AVEVA will not knowingly introduce,any Malicious Code.
17. Personal Data
17.1 Compiiance with Laws.AVEVA and Customer shall,within the scope of this Agreement and in the context of
their respective provision and use of the Products, Support Services and Professional Services,be responsible for complying with
their obligations under Applicable Data Protection Legislation in their Processing of Personal Data.
17.2 AVEVA's Processing of Aecount Personal Data.AVBVA Processes Account Personal Data for the foliowing
purposes:
17.2.1 AVEVA collects,uses and retains Account Personal Data(a)to manage the relationship with Customer;
(b) to carry out AVEVA's core business operations, such as accounting filing taxes and managing the business relationship with
Customer; (c) to perform identity verifiearion; (d) for its marketing activities, uniess AVEVA has been otherwise specifically
instructed by the relevant individuals; (e) to deteet,prevent, or investigate security ineidents, fraud, and other abuse or misuse of
Products; (fj comply with AVEVA's legal and regulatory obligations; and(g)as otherwise not prohibited or permitted,as the ease
may be,under Applicable Data Proteetion Legislation and the Agreement;and
17.2.2 AVEVA eolleets,uses and retains Account Personal Data through AVEVA's various technieal support
or customer interaction ehannels in order to provide Support Services and Professionai Serviees. For the avoidance of doubt,
AVEVA does not Process Account Personal Data on behalf of Customer.
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17.3 AVEVA's Processing of Customer Personai Data on behalf of Customer. In Yhe evenY Yhat AVEVA Processes
or is determined by any court or governmental authority with responsibility far daYa protection to Frocess any Customer Personal
Data on behalf of thc Custoiner,the Data Processing Addendum shall apply to such Proccssing of Customcr Pcrsonal DaYa.
17.4 Thc Customer undcrtakcs, rcprescnts and warrants that it has the right undcr Applicable Data ProYcction
Legislation to sharc with AVEVA any and all Personal Data provided by thc Customer to AVEVA.
18. Record Keeping.During the Term and for a period of five(5)years thereafter,the Customer shall maintain complete and
aceurate records doeumenting the location and Use of the Products and the reeeipt of the Support Serviees and Professional Services
in a manncr sufficient to permit AVEVA to conduct an audit in accordance with Clausc 19 of this Agrecment. The Custoiner
acknowledges that AVEVA may collcct,process and maintain Usagc Mctrics and other information relating to Use of thc Products
and reccipY of the Support Services and Professional Services, including rccords of U�sers and from wherc they logged on Yo
CONNECT: (i)for AVEVA's own intcrnal purposcs;(ii)in ordcr to verify thc Customcr's compliance with this Agrccmcnt(iii)to
comply with Applicablc Laws;and(iv)to prcvent fraud.
19. Audit
19.1 Without prejudice to Clause 19.2, during the Term and for a period of two (2) years thereafter, AVEVA(or its
designee) shall be permitted to audit(at least once annually and in accordance with AVEVA's standard procedures, which may
include on-site and/or reinote audits of facilities, systems, records, and personnel during Normal Working Hours) the Use of the
Products and the receipY of the Support Services and Professional Services (inciuding identifying all of the Customer's Users and
Affiliates)and the Customer's compliance with this Agreeinent.
19.2 Notwithstanding Clause 19.1, during the Term and for a period of flve (5) years thereafter, AVEVA (or its
designee) shall be permitted to audit (at least once annually and in accordance with AVEVA's standard procedures, which may
include on-site and/or remote audits of facilities, systems,records, and personnel during Normal Working Hours)the Customer's
compliance with Clause 12 of this Agreement.
19.3 The Customer shall cooperate reasonably in the conduct of any audit carried out pursuant to this Clause 19 and i£
(i)the audit results indicate usage in excess of applicable usage limitations by five percent(5%)or more,(ii)underpayment of any
Charges by five percent(5%) or more, ar(iii)breach of this Agreement, all reasonable costs ineurred by AVEVA for sueh audit
shall be paid by the Customer.
20. License Compliance Monitoring
20.1 The Customer aeknowledges that AVEVA may monitor Customer's and any third parties' compliance with any
usage restrictions for the Products by legally permissible means,which may be by a security mechanism included in the Products
and may include the detection,collection,transmission and processing of data (including Personal Data)by AVEVA,including IP
addresses, email domains, and Wi-Fi geolocation, if an illegal copy of a Product is detected. The Customer consents to such
compliance monitoring by AVEVA.
20.2 Within thirty(30)calendar days of receipt of a written request from AVEVA,the Customer shall provide AVEVA
with a signed certification of compliance with the terms and conditions of this Agreement provided,however,that AVEVA shall
not rEquest more than one cerrificate of compliance annually.
20.3 If the Customer's Use of a Product exceeds the applicabie usage Iimitations then,without prejudice to AVEVA's
other rights and remedies at law or under this Agreement,AVEVA may suspend Use of such Product until the Customer: (i)pays
Charges for such excess usage,which shall acerue from thE date the excess usage began(together with an interest rate of one and
one-half pereent (1.5%) per month or partial month from the date such excess usage began unril paymEnt); and (ii) executes an
additional Order Form documenting such excess usage and Charges.
21. Force Majeure. Except for the Customer's obli�arion to pay any Charges under this Agreement, neither Party shall be
liable for delays or failure to perform caused,directly or indirectly,by circumstances beyond their reasonable con�rol,ineluding acts
of God, earthquakes, fires, floods, waxs, civil or military disturbances, aets of terrorism, sabotage, s�rikes, epidemics,pandemics,
riots,power failures,computer failure and any other eireumstances beyond their reasonable control that may cause interruption,loss
or malfunetion of utility, transportation, computer (hardware or software) or telephone colnmunication service, aceidents, lab or
disputes,acts of civil or military authority,governmental aetions,or inabiliry to obtain labor,material,equipment or ti-ansportation
("Force Majeure EvenY'). The affected Party shall provide notice of the Force Majeure Event to the other Parry as soon as
practicable. If a Party is prevented from meeting any deadlines under this Agreement as a result of a Porce Majeure Bvent, such
deadline will be extended by a period of time equal to the period of delay due to the Force Majeure Event, or to such other period
as the Parties may agree in writing.
22. Limitations of Liability
22.1 No Implied Terms.Except for the representations and warranties expressly set out in this Agreement,AVEVA
disclaims a11 other warranties, representations, or statements, whether express, implied or statutory, including, without limitation,
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any implied warranties of inerchanYability, fimess for a particular purpose, usage of trade,non-infringement or course of dealing,
except to the extent that any such warranties cannot be validly waived under Applicabie Laws.AVEVA does not warrant,represent
ar undcrtakc that: (i) the Products, Support Scrvices or Professionai Servic�s shall mcct the Custoiner's rcquirelnents; (ii) the
Products, Deliverables, Support Services or Profcssional Scrvices shall operaYc in combinations oYher than as spccified in the
documentation; (iii}thc operation of thc Products, Deliverables, Suppart Services or Profcssional Scrvices shall bc unintcrrupYed
or error-free;ar(iv)the Produets,Deliverables, Support Services or Professional Serviees shall protect against all possibie security
threats,internet threats or other threats or interruptions.
22.2 No Indirect Loss.NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT
SHALL EITHER PARTY BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,
SPECIAL, PUNITIVE OR SIMILAR DAMAGES; OR (II) LOSS OF BUSINESS, PROFITS, SAVINGS, OR REVENUE
(EXCEPT TO THE EXTENT SUCH LOSS IS A DIRECT MEASURE OF DAMAGES FOR INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS), LOSS, CORRUPTION OR DESTRUCTION OF DATA, BUSINESS
INTERRUPTION, OR DOWNTIME, IN EACH CASE ARISING OUT OF OR RELATED TO THIS AGREEMENT,
REGARDLESS OF THE CAUSE OF ACTION�OR BASIS OF LIABILITY(WHETHER IN�CONTRACT,TORT,INDEMNITY,
STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY),AND EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
22.3 Cap on Liability.Subject to Clausc 22.4,thc total aggrcgatc liability of AVEVA and its Affiliates to thc Customcr
for all Claims arising under or in relation to any particular Order Form and any activities taken or not taken in relation to such Order
Form,regardless of the basis of liability (whether arising under breach of contract, obligations, or civil liability (including under
any indemnity), tort (including negligence), misrepresentation,breach of statutory duty,breaeh of warranty, condition or Claims
by third parties arising from any breach of this Agreement as applicable to such Order Form) shall not exceed the sum equal
to (a) the Charges paid by Customer to AVEVA pursuant to such Order Form in the twelve(12)months preceding the date of the
breach giving rise to the Claim, or(b) ten thousand US Dollars ($10,000),whichever is greater. The Customer acknowledges that
the provisions of'this Clause 22.3 allocate the risks between AVEVA and the Customer and the Charges reflect this allocation of
risk and the limitation of liability specifled herein.
22.4 Nothing in this Agreement shall limit or exclude AVEVA's or its Affiliates' liability for. (i) intentional
misconduct; (ii) fraud; (iii) death or personal injury caused by negligence; or(iv) any liability to the extent such liability may not
be excluded or limited under Applicable Laws. In the case of AVEVA's indemnification obligations for inteliectual property
infringement under section 151 (Indemnification by AVEVA)the limitations set forth above in Section 22.3 will not apply.
23. Term; Termination
23.1 Term of tbe Agreement. This Agreement shall continue until either Party terminates this Agreement in
accordance with ClausE 23.3 ("Term").
23.2 Term of licenses/Order Form Term.The term of the license granted under Clause 2.1 for On Premises Products,
and the right to access and use Cloud Services undEr Clause 2.2, will eontinue on a Product-by-Product basis for the applicable
lieense term or subseription period identified in the Order Form, subject to the terminarion provisions herein.
23.3 Termination
23.3.1 Termination of General Terms and Conditions by notice. Either Party may terminate these General
Terms and Conditions by giving no less than sixty(60) Business Days written notice to the other Party provided that such notice
may not take effect earlier than the date which is 5 years from the date of signature of the General Terms and Conditions. These
General Terms and Conditions will continue to govern any Order Form still in effect at the time of termination as if they had not
been terminated.
23.3.2 Termination for Breach.Either Party may terminate this Agreement and/or any Order Form if the other
Party commits a material breach of this Agreement or Order Form(inciuding any failure to pay by t1�e Custozner)and fails to remedy
such breach within twenty(20)Business Days of reeeipt of a written notice of default from the non-defaulring Parry.In the event
of a terminarion of'this Agreement for breach of this Agreement, any Order Form then in force shall terminate. Termination of an
individuai OrdEr Form shall not affeet the continuarion of this AgreemEnt or any other Order Form. The Parties agree that the
Customer's breach of Clauses 3. General Use of the Products,9. Customsr Obligations, 12. Re�ulatory Compliance, ]7.Personal
Data, 18.Record Keeping,or 19.Audit, shall be deemed to be a material breach of this Agreement.
23.3.3 Termination for Insolvency.Either Party inay tenninate this Agreement if the other Party: (i)becomes
or is declared insolvent, has a liquidator, receiver or administrative receiver appointed or passes a resolution for winding up
(otherwise than for the purpose of a solvent amalgamation or reconstruction)or if a court having proper authority makes an order
to that effect; (ii) enters into administration, is the subject of an administrative order or proposes to or enters into any voluntary
arrangement with its creditors in the content of a potential liquidation; or(iii)is subject of any events or circumstances analogous
to any of the foregoing in any applicable jnrisdiction.
23.3.4 Termination for Change in Customer Status or Applicable Laws. (a)The Customer agrees that if it,
its parent, or any Customer Affiliate,beeomes subjeet to any Sanetions Laws,AVEVA may terminate this Agreement as required
by sueh Sanerions Laws and retrieve any Produets from the Customer and/or the C�istomer Premises within the time required. (b)
AVEVA may terminate this Agreement or an Order Form at any time by giving written notice to the Customer,if there is a change
in any Applicable Laws such that the conrinued provision of the Products, Support Services, and/or Professional Services to the
Customer would,in AVEVA's reasonable opinion,result in a breach of such Applicable Laws.
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24. Consequences of Termination
24.1 Upon terminaYion of Yhis Agreement ar any Order Form, or expiration of the license term of Yhe applicable
Products,the Customcr shall,as instructcd by AVEVA,destroy or rcturn to AVEVA the Products(rcgardlcss of the inedia or device
upon which such Products arc fixed)and any related software install kits and documcntation.
24.2 Thc Customer may requcst in writing during Yhc Term that AVEVA return to thc Customer any Custoiner ConYenY
stored on CONNECT, and AVEVA shall, at the Customer's cost, use commereially reasonabie efforts to return the Customer
Content within sixty(60)calendar days of receipt of sueh written request,except where AVEVA is required to retain such Customer
Content in aecordance with Applicable Laws. From and after sixty (60) ealendar days following the expiration or termination of
this Agreement, AVEVA shall have no further obiigations to eontinue to hold, store, export or return the Customer Content, and
AVEVA may delete the Customer Content.
24.3 The Parties agree that Clauses 1. Interpretation,5. Char�es;Expenses,6.Invoicing and Payment(with respect to
any ainounts owcd as of the datc of tcrmination or expiration), 7.4. Prc-Production Product or Previcw&Cloud Test and ParYncr
Accounts;Resalc Itcros, 14.InYellect�ual Property through to and including 19.Audit,22.LimiYations of Liability,24.Consequcnccs
of Tcrmination, and 26. Confidcntiality through Yo and including 37. Governing Law, of this Agreement shall survive tcrinination
ar expiration of this Agrcement.
25. Products and Support Services End of Life.AVEVA may(i)modify any of its Products or Support Services at any time,
provided that such modification will not compromise the material functionality of the Product or Support Service and(ii)discontinue
marketing and support for any Produet in accordance with the Software EOL Policy.
26. Confidentiality
26.1 From rime to time, either Parry(the "Disciosing Party")may disclose or inake available to the other Party(the
"Receiving Party")Confidential Information of or in the possession of the Disclosing Party in connection with this Agreement.
26.2 The Parties agree that Confidential Information shall not include any information, however designated, that: (i)
the Receiving Party can show is or has become generally available to the public without breach of this Agreement by the Receiving
Party or became rightfully known to the Reeeiving Party prior to disclosure to the Receiving Party by the Disclosing Party;(ii)was
received from a third party without breach of any non-disclosure obligations to the Disclosing Party or otherwise in violation of the
Disclosing Party's rights; or(iii) was developed by the Receiving Party independently of any Confidential Information received
froin the Disclosing Party.
26.3 Each Pariy shall(i)protect the Confidenrial Information received from the Disclosing Party in the same manner
as it protects the confidenrialiry of its own proprietary and confidential materials,but in no event with less than reasonable care;and
(ii)use the Confidenrial Information received from the Diseiosing Party solely for the purposes of this Agreement and in accordance
with the terms and eondiYions of this Agreement. Except as set out in Clause 26.5 and Clause 13.2,neither Party shali diselose to
any person any Confidential Information received from the Diselosing Parry without the Disctosing Party's prior written consent
and the Receiving Party shall be responsible for any breach of this Clause 26 by its Affiliates, employees, contractors, and agents
and any third party to whom it discloses Confidential Information in accordance with this Clause 26.
26.4 Upon termination or expiry of this Agreement or upon written request submitted by the Disclosing Pariy,
whichever comes first, the Receiving Party shall use commercially reasonable efforts to return or destroy, as instructed by the
Disclosing Party,all of the Disclosing Party's Confidential Information,provided however,that a party may retain the other party's
Confidential Information during the pendency of a dispute or litigation between the Parties related to this Agreement, as required
by Applicable Laws,or where it is unable to return or desYroy sueh Confidential Informarion for technical or operational reasons.
26.5 Notwithstanding anything to the contrary in this Clause 26, the Reeeiving Party may disclose the Confidential
Information of the Disclosing Party: (i)pursuant to an order of a court or governmental agency and provided that,if permitted by
Appiicable Laws, the Receiving Parry sha11 first notify the Disclosing Parry of'such order and afford thE Diselosing Parry the
opportunity to seek a protective order rElating to such disclosure;and(ii)to such of its Affiliates(which,in thE ease of the Customer,
shall be limited to those Customer Affiliates that receive Products, Support Services and Professional Services under this
Agreement),employees,contractors,or agen�s who need to know the Confidential Information in order to support the performance
of such Party's obligations under this Agreement and who are contractualiy bound by confidentiality obligations that are at least as
onerous as those contained in this Agreement.
26.6 Neither Party shall issue any press release relating to this Agreement without the other Party's consent.
Notwithstanding the foregoing, AVEVA may identify the Customer as a client of AVEVA in AVEVA's marketing literature and
AVEVA is hereby granted a license for the Term to use the Customer's name and trade marks for this purpose, and AVEVA may
deseribe the Produets, Support Services and Professional Services provided under this Agreement to the Customer in AVEVA's
promotional materials,presentations,ease studies,qualification statements,and proposals.
2'7. Assignment and Subcontracting.Subject to this Clause 27,this Agreement shall extend to andbe binding upon the Parties
to this Agreement,their successors,and assigns,provided,however,that neither Party shall assign or transfer this Agreement without
the other Party's prior written consent,which shall not be unreasonably withheld,delayed or inade subject to a condition.AVBVA
may make the provision of its consent to such an assignment by the Customer conditional on the Customer:(i)updating the Products,
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and/or Support Services that AVEVA supplies or provides to the Customer to the current version of such Products and/or Support
Services; or(ii)paying additional Charges. AVEVA may assign or transfer this AgreemenY,in whole ar in part,without obtaining
the consent of thc Customcr,to an Affiliate or in connccYion with thc transfcr or sale of its entirc busincss or sale of all or substantially
all of its asscYs, or in the event of a merger, divcsYit�ure, or consolidation with another company. AVEVA may contract with third
party subconYractors to providc all or part of Yhc Prod�ucts, Support Services and/or Profcssional Scrvices on behalf of AVEVA,and
AVEVA may change or replaee such subeontraetors at any time in its sole diseretion.AVEVA shall be responsible for the aets or
omissions of such AVEVA subcontractors.
28. Notices.All notices to bc given under this Agrcement will be in writing and delivered by couricr or delivery servicc with
writtcn vcrification of rcceipt, or by registered or certified mail,postagc prepaid and return receipt requested to the addresscs set
out in thc applicable Order Form or to such other address as may bc specified in writing by eithcr Party Yo Yhc other. Notices will
be deemed cffcctive upon receipt.NoYwithstanding the forcgoing,any notices or othcr communications required or permiYted to bc
providcd pursuant to this Agrecinent may be provided by AVEVA to the Customcr on CONNECT; ar by cicctronic mail to
Customer's cmail address hcld in AVEVA's account infonnation rccords.
29. Entire Agreement.This Agreement constitutes the entire agreement between the Parties relating to its subject matter and
supersedes all prior or contemporaneous representations,understandings or agreements whether written or oral,relating to its subject
matter. This Agreement will prevail over any additional,conflicting, or inconsistent terms and conditions that may be contained in
any purchase order or other document provided by the Customer to AVEVA,or any clickwrap agreement covering the same subject
matter. Each Parry acknowledges that it is entering into Yhis Agreement without reliance on any undertaking, warranry or
representation given by or on behalf of the other,except as expressly set out in this Agreement.
30. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument. An exeeuted facsimile or electronic copy of this Agreement shail be
construed as if it were an original.
3L Independent Contractor.Nothing in this Agreement: (i) shail be construed as establishing or implying any partnership
or agency between the Parties;and(ii)shall authorize either Parry,without obtaining the prior writYen consent of the other Party,to
incur expenses or obligations on behalf of the other Party or to bind the other Party.
32. Waiver. The waiver (whether express or iznpliEd)by either Party of a breach or default of any of the provisions of this
AgreEment(including the Order Farin)by the other Party shall not be construed as a waiver of any other breach of the same or other
provisions,nor shall any delay or omission on the part of either Parry to exercise or avail itself of any righY power or privilege that
it 1�as ar may have hereunder opEratE as a waiver of any breaeh or default by the othEr Party.
33. Severability. If any provision of this Agreement(including any Order Form)is found by any court to be invalid or
unenforceable,the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all
provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The Parties hereby agree to
attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest
extent possible the economic,legal and commercial objectives of the invalid or unenforceable provision.
34. Anti-Competition.Nothing in this Agreement will be construed to preclude AVEVA from developing,using,or marketing
products,services or other materials that may be competitive with the Produets,Support Services and Professional Services supplied
or provided to the Customer under this Agreement.
35. Third Party Rights.For the purposes of the UK Contraets(Rights of Third Parties) Act 1999 and any amendments and
implementing regulations to it,the Parries do not intend any person other than a Party to this Agreement to be able to enforee any
term of this Agreeinent(save where may be expressly stated otherwise in this Agreement).
36. Dispute Resolution
361 Informal Resolution. The Parties shall use all reasonable effarts to resolve any dispute arising out or in
connection with the subject matter of this Agreement.Unless otherwise agreed in writing,all discussions shall be conducted without
prejudice to the rights of each of the Parties and shall be conducted between the authorized representatives of the Parties.
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36.2 Mediation. If a dispute cannot be resolved in accordance with Clause 36.1,the Parties shall refer the matter for
at least one mediation session in accordance with Clause 36.2.1 and each Party shall use all reasonable efforts to participate in good
faith in the inediation session to resolvc the disputc.Each Party shall bear iYs own costs of the mcdiation,except that thc cosYs of thc
mediatar shall bc split cqually betwcen thc Partics. If the firsY mediation session is unsucccssful, cither Party may notify the othcr
in writing Yhat it intcnds to refcr Yhc disputc to a furthcr mediation session and thc othcr Party shall,within fivc(5)Business Days
of receipt of sueh notiee,acknowledge reeeipt of sueh notice and both Parties shall refer the matter to the further mediation session
in aceordance with Clause 36.2.1.If the further mediation session is unsuccessful or neither Party has notified the other in writing
that it intends to refer the dispute to a further mediation session,either Party may refer the dispute to the eourts identified in Clause
37 (Governing Law)which shall have exelusive jurisdiction,and such Party shall notify the other Party of the same in writing.
36.2.1 If a dispute is referred to mediation, the mediation shall be eondueted in accordance with the JAMS
Mediation and Arbitration Group processes and the following shall prevail in the event of a confliet with that proeedure: (i) the
mediation shall bc cond�uctcd by a single mcdiator who shall bc appointcd by agrecmcnt in writing bctwcen thc Partics or, if thc
Partics arc unablc to agrce on the identity of the mediator within five(5) Business Days of the date of the requesY that the dispute
be referred to a mcdiator, or if the mcdiator appointed is unablc or unwilling to act, the inediaYor shall bc appointcd by thc JAMS
Mediation and Arbitration Group upon the application of cithcr Party;and(ii)the inediaYion shall be hcld within fifteen(15)Business
Days of the appointment of Yhc mediator.
36.3 Notwithstanding Yhe forcgoing, AVEVA may filc an action in any court of competcnt jurisdiction to enforce its
intellectual property rights in its Products and Services without first submitting its claim to Informal Resolution or Mediation and
Customer hereby submits to the jurisdiction of the courts and venue identified in Clause 37(Governing Law)for this purpose.
36.4 Each Party waives,to the fullest extent permitted by Applicable Laws, any right it may have to a trial by jury in
respect of any proceedings relating to the Agreement or any performance or failure to perform any of its obligations under the
Agreement.
37. Governing Law.This Agreement and any dispute or claims arising out of or in connecrion with it or its subject matter or
formarion (including non-contractuai disputes or claims) shall be governed by and construed in accordance with the laws of
California without regard to conflict of laws prineiples that would require the application of the laws of another jurisdiction and
brought exclusively in the venue of Orange County.
38. Language.The language of this Agreement is expressly stipulated to be English. In the event that this Agreement will be
translated into another language, the English language version of this Agreement will be the governing version for purposes of
interpreting and enforcing this Agreement.All Products,Documentation,the Support Services,the Professional Services and other
information provided under this Agreement shall be written in English unless otherwise indieated in an Order Form.
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DEFINITIONS APPENDIX
The following capitalised terms used in this Agreement sl�all have the respective meanings specified below:
"Acceptable Use Policy" or "AUP" means AVEVA's then-current information of a third party provided to the Customer by AVfiVA;and(c)
acceptable use policy, which is located at tha terms and conditions of�is Agreement;
littps://www.aveva.com/enllegallusa_e-e t�oliey;
"CONNECT"ineans AVEVA's platform for managing User subseriptions
"Account Personal Data"means Personal Data that relates to Customer's and accessing the Cloud Services;
relationship with AVEVA,including the names or contact inf�rmation of
individuais authorized by Customer to access Custo�ner's account, and "CONNECT AccounY'zneans an account of the Customer that is available
other individuals that Custc�mer has associated with its account, and any on CONNECT in which the C�stomer may aeeess the Cloud Serviees;
Personal Data AVEVA may need tv collect f�r �e purpose of identity
verification;
"Control"means the beneficial ownership of more than 50%of the issued
share capital of a cvmpany or tha iegal power to direct or cause tha direction
"Affiliates" with respect to a party, means any entity that directly or of tl�e�nanagement of the compaiiy;
indirectly C�ntrols, is Controlled by, or is under common Control with,
another entity;
"Controller"means the natural or legal person,public authoriYy,agency or
other body which,alone vr j�intly with others,determines the purposes and
"Appendix"means an appendix to this Agreement meaiis of the processing of Persoiial Data;
"Applicable Data Protection Legislation"means any applicable laws and "Customer Content"ineans all software,data,infonnation,text,images,
regulation as updated, amended or replaced from tnne To time in any audio, video,photc�graphs, non-AVEVA or third party applications, and
relevant jurisdictions(including but noT limited to the EEA,UK and United other con2ent and material,in any format,provided by the Customer or on
States) relating to the data pmtection, data priva�y, Processing of any behalf of tl�e Customer that is stored in,or run on or 2hrough,the Products,
Personal Data under tl�e Agreement that apply to a Party; Support Services a�zd Professional Services, but shall exclude Personal
Data;
"Applicable Laws" means any and all la�ws and regulations (ineluding
incomc tax treaties and protocols)applicable tc�or binding upon a Party in "Customer Personal Data"means the Personal Data wl�ich is otherwise
the performance of its obliga2ions or exercise of its righTs under ihis Processed by AVEVA on behalf of Customer or one of the Customer's
Agreement; Affiliates;
"AVEVA PersonneP'means any individuals employed or engaged by or "Customer PersonneP'mea�zs a��y individuals employed or engaged by or
operafing on bel�alf of AVEVA or AVEVA's Affiliates,sub-conTracTors or operating on behalf of the Customer or thc Customer's Affiliates, sub-
agents; contractors or agenTs;
"Business Day"means a day other tha�z a Saturday, Sunday or public or "Customer Premises"means the premises owned,controlled or oeeupied
government l�oliday when banks in London and New York are open for by the Custc�mer as set forth in the applicable Order Form;
business;
"Damages" means any and all losses, damages, judgments, costs and
"CFP User Guide" means tl�e Customer FIRST Frogram User Guide expenses in conneetion with a Claim, including a Party's reasonable
provided by AVEVA and located on httns://www.aveva.com/enlle�al/; atto��neys'fces and court costs;
"Charges"or"Fees"means any and all fees payable by the Customer to "Data Processing Addendum" mcans the then-current Data Processing
AVEVA for the ProducYs,Support Services and Professional Services as Addendum of AVEVA located at https:/�wwwaveva.com/en/legal�,
set out in the Order Form;
"Deliverables"means any soflivare,configuration,customisation,product,
"Claims"means all claims,demands,liabilities,obligations,charges,suits, report,documentation,or other item to bc devcloped or otherwise provided
or produced by AVEVA in conneclion with the provision of the
proceedin�s,actions and causes of action; Professional Scrvices including any warks created for or in cooperation
with Custiomer;
"Cloud Service" means the software-as-a-service o�ffering, for which
access is to be provided by AVBVA to the Customcr.Each Cloud Service "Delivery" means (i) the date of availabilify with respect t�o digital
is further outlined and described in the applicable Service Description found downloads of the Products(ii)the date of reccipt with respect to physical
on www.aveva.comlen/legal/seivice-description, which are hereby media ar (iii) the date that installation of the Products is completc if
incorporated by reference; performed by AVEVA,wl�ichever is the earlier;
"Cloud Service LeveP'means Yhe standard with which the provision of Uie "Export Control Laws"means any and all laws that control,restrict,or
Cloud Services must meet or exceed as set out in this Agreement,as found �mposc licensing requirements on export,re-export,transfer or use of goods,
in the AVEVA Cloud Seroice Level Commitment, found on software, technology, or services, issued or adopted by any government,
hrip://www.aveva.com; state or regulatory autharity of any country in which obligations under this
Agreement are to be perfonned,or in wl�ich AVEVA are incorporated or
"Confidential Information"means any and all information in any form operate, including without limitation the United States of America, the
that Disclosing Party provides to Receiving Pariy in the course of this United Kingdom,the European Union or of any of its Member States,and
Agreement and that either.(1)bas been marked as confidenYial;or(2)is of the jurisdiction idenYified in Clause 37(Governing Law);
such nature that a reasonable person would consider it confidential under
like circumstances. For the avoidance of doubt Customer Content and "Intelleetual Property Kights"means all patents,copyrights and related
Personal Data are Confidential Information and Confidential Information of rights, rights in trademarks and service marks, rights in undisclosed or
AVEVA includes any and a1L (a) Products, Support ServicEs and confidential information(such as know-how,trade secrets and inventions
Professional Services, including any application progra.mming interfaces (whether patenYable or not)),and other similar or equivalent rights or forms
included in the Product and any progranls or materials resul[ing from the of protection (whether registered or unregistered) as may now or in the
Froduct(exciuding any Customer Content)and any information pertaining future exist anywhere in the world;
to such Products,Support Services and Professional Services(including any
user manuals, mathematical techniques, correlations, concepts, designs, "Machine"means any device comprising of hardware or software that is
specifieations,listings,and other documentation,whether or not embedded capable of operating autonomously ar semi-autonomously includin�bots,
on a device or another form of inedia); (b) confidential or proprietary sensors,chips and that are created ar eontrolled by the Customer;
US-v5.0-15 September 2023 Page 13 of 14
Docusign Enveiope ID:9CD07FE4-2E68-4816-8ECE-CA2D4D7EA7E5
"Malicious Code"means viruses,worms,cime bombs,Trojan horses and "Standby Time" means time during which any AVI:VA Personnel is
other malicious code,files,scripts,agents or programs; requested to be ready and available to provide the Support Services to the
Customar;
"Normal Worlang Hours"means 9:00 a.m.to 5:00 p.m.on any business "Support Services"means the support services set out in the Order Form
day in tha location where the Support Services and Professional Services and more particularly described in the CFP User Guide, whicli is
are beiiig provided(excluding any public holidays in such location); incorporated herein by reference;
"On Premises Product" means any software product or solution to be "Third Party Products"zneans the products(including any sofiware and
provided by AVEVA and installed and Used locally on Customer Premises software-as-a-service products)of a third party vei�dor supplied by AVEVA
that is s}�eeifiealiy identified as sueh in an Order Form.All such Use of the under this Agreement;
On Premises Products shall be governed by tha applicable Software "UK"means the United Kingdom;
Schedule(s) found on www.aveva.com/en/ie�al, which are hereby
ineorporated by reference; "UK DPA°means Data Proteetion Aet 2018 of the UK;
"Updates" msans any error correcYion, patch, upgrades, updates,
"Order Form"means the order form,statement of work or other form of enhancements,impr�vements,or modifications tv the Products generally
purchase or transaction document entered into by the Customer �r its made available by AVEVA as part of any Support Services,exciuding any
Affiliate,on the one hand,and AVEVA or its Affiliate,on the other hai�d, naw version of the Products that may be separately offered by AVEVA;
pursuant to this Agreement;
"Usage Metries" ineans information and data for determining and
"Overtime Rate" means (i) f�r the first twenty (20) hours of Support measnring Use of,and calculating the fees due for,a Product;
Services andlor Professional Services performed ouTside of Normal "Use"ineans utilization of a Product whether via CONNBCT orby copying,
Working Hours in any calendar week(other than those performed on a transmitting, or loading thc same into the temporary memory(RAM) or
public holiday),one and onc-half times(1.5x)the standard rate set out in installing into ihe permauent memory(e.g.hard disk,DVD ROM or oTher
the Order Form, and (iii) for all Support Services and/or Professional storage device)of Customcr's hardware for thc processing of the system
Services performed outsidc of Nonnai Working Hours during a calendar instruetions or staTemenTs conta�ined in such Product;
wcek in excess of twenty(20)hours or performed on a public holiday in the
loeation wl�ere sueh Support Services or Professioual Services are being "User" mea�zs (i) any Customer Personnel who is aud�orized by the
performed,twicc(2x)the standard rate set out in the Order Form; Customer to Use a Cloud Service on�lic Custc�mcr's behalf by crearing�lic
User Credentials in a CONNECT Account in accordancc with this
"Partner AccounY"means an account which is not forproduction purposes Agreement and(ii)any Customer Personnel autl�orized by d�e Customer to
and is provided To partners participating in the AVEVA Partner Network �perate one(])or more instances of an On Premises Froduct from a single
program; workstation;
"Personal Data" means any informarion relating to an identified ar "User Credentials" means The username and password and any otl�er
idenTifiable natural person; identifiers of a User provided by AVEVA to thc Customer,or created by
the User in accordancc with instructions provided by AVBVA,in ordcr to
"Pre-Production Product" means any Product that has not completed allow such User to Use the ProducT.
AVEVA's formal releasc requirements and includes beta soffwarc,hot fixes
(i.e.Products designed To correet a specific defeet in a Product,sn��le user
Products (i.c. modified Products madc for a specific licensee), and trial
software;
"Preview"means a �feature, either within a Product or independent of a
Product,that has not been made available by AVEVA for general release to
AVEVA's customers,but is offcred to certain of AVEVA's customers in a
state that can be"previewed"�for feedback and validation prior to any such
general releasc;
"Processing", "Process", "Processes" and "Processed" refer to any
operat�ion or set of operations which is perFormed on Personal Data,whether
ar not by automated means, such as collection, recording, organization,
structuring, storage, atlaptation ar alteration, retrieval, consultation, use,
disclosure by transmission, dissemination or oU�erwise making available,
alignment ar combination,restriction,erasure or deshuction;
"Processor"means a natw�al or legal person,public authority,agency or
other body which processes Personal Data on bel�alf aEthe Controller;
"ProducY'means any On Premises Product or Cloud Service;
"Professional Services" means that part of the services set out in a
statement of work comprising any implementation,configuration,cusYom
development,or training that AVEVA may provide to a C�stomer;
"Resale Items"means products and services that AVEVA�nay recommend
ar make available to the Customer but that are supplied or provided by a
third pariy to the Customer in accordance with an agreement enYered into
directiy between the Custoiner and such third party;
"Sanetions Laws"means any economic,financial,trade or ot6er,sancYion,
resYriction,embargo,import or export ban,prohibition on Yransfer of funds
or assets or on perforniing services,or equivaient measure imposed by any
government,regulatory authority of any country in which obligations under
Chis Agreement are to be performed,or in which AVEVA are incorporated
ar operate, including without linutarion the United Nations, the United
States of Ameiica,the United Kingdom,the European Union or of any of
its Member States,and the jurisdiction identified in Clause 37(Governing
Law);
"Serviee Level"means any Cloud Service Level or Support Service Level;
US-v5.0-15 September 2023 Page 14 of 14
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December 5, 2024
OSIsoft, LLC
San Leandro Tech Campus
1600 Alvarado Street
San Leandro, CA 94577 USA
To whom it may concern:
This letter certifies that OSIsoft LLC, now part of AVEVA, is incorporated in Delaware USA
and is headquartered in California USA.
OSIsoft LLC is the sole developer and licensor of the PI System� software and owns the
intellectual property rights for the PI System� sofitware.
We also certify that OSIsoft LLC is the sole provider of Software Reliance Program (SRP) for
OSlsoft's products. SRP consists of: 365 days, 7 days a week, and 24 hours a day phone,
email, and web technical support; upgrades for all currently licensed software; and access to
OSlsofit's technical support website h��se��r��.�si�c��.��m[. Our Technical support website
features a searchable knowledge base, documentation and release notes for all OSIsoft
products, archived technical support bulletins which include tech tips, and new product
release announcements.
The terms and conditions of your SRP are described in the Software License
Agreement (SLA) and can be found at h�ps:�fr�v�v�o�sis��.��m/1���1-���i��s�.
OSlsofit LLC Tax ID number is 94-2690532. The appropriate ECCN (export number) is EAR99.
Please feel free to contact your OSIsoft Account Manager if you have any other questions.
I am authorized to sign on behalf of the company.
Sincerely,
s���,�a by:
DocuSigned by:
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James W. Gri�ith ° ��
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Finance SVP ��� � �`�°
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