R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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8. Disputed invoices. AOS will use rights required to furnish all Services and commercially reasonable efforts to ensure tangible items to be provided to Customer the accuracy of invoices. Customer will under this Agreement. EXCEPT FOR THE timely pay all undisputed invoice items as EXPRESS WARRANTIES SET FORTH provided above, and will notify AOS of any ABOVE, THERE ARE NO OTHER disputed invoice items not later than 60 days WARRANTIES, EXPRESS OR IMPLIED, after the invoice date, or such invoice will be CREATED BY THIS AGREEMENT, presumed to be correct. The parties agree to INCLUDING BUT NOT LIMITED TO THE act reasonably to resolve any disputed IMPLIED WARRANTIES OF items. MERCHANTABILITY OR FITNESS FOR A 9. Force majeure. If either party is unable to PARTICULAR PURPOSE. perform, or is delayed in performing, an 12. Independent contractor. It is agreed and obligation under this Agreement because of understood that AOS's relationship to circumstances outside its control (other than Customer is that of an independent obligations to pay money): (a) the party so contractor. Neither party will be deemed to affected will promptly give notice to the other be a partner, agent, employee or joint party and will use its best efforts to promptly venturer of the other party. AOS and its resume performance and (b) subject to employees, agents and contractors will not compliance with subpart (a) of this represent or imply that they are employees, paragraph, the party so affected will not be agents, partners or joint venturers of liable for any failure or delay to perform its Customer. All persons performing AOS's obligations under this Agreement to the obligations under this Agreement will be extent such failure or delay is caused by considered to be solely the employees, circumstances outside that party's control. contractors or agents of AOS or its 10. Service levels and remedies. With respect contractors, and AOS and its contractors will be responsible for ensuring there is payment to any monetary remedy specified in an Addendum for AOS's failure to meet a of any and all salaries, wages, payroll taxes, insurance and other items payable to or on service level obligation, the parties agree behalf of such personnel, and for that it would be extremely difficult to maintaining worker's compensation determine the amount of actual damages insurance on such personnel. resulting from breach of such obligation, but that the amount specified in the Addendum 13. Compliance with law. In performing AOS's to be paid to or withheld by Customer in the obligations under this Agreement, AOS and event of such a breach is a reasonable its personnel will comply with all applicable approximation of such damages and not a laws, ordinances, rules and regulations. penalty, as liquidated damages and 14. Personnel on site. If any portion of the Customer's sole and exclusive remedy for such failure. Services will be performed at Customer's premises, AOS's personnel will comply with 11. Warranties. AOS represents and warrants: Customer's site rules at all times while on (a) that all Services will be performed in a Customer's premises. Customer will provide professional manner, by qualified personnel, AOS with a copy of its then-current site and in accordance with the terms of this rules. Agreement and applicable industry 15. Non-solicitation of employees. Each party standards; (b) that all tangible items agrees not to hire or solicit for employment furnished to Customer under this Agreement (or as an individual independent contractor) will be of the quality, size and dimensions any employee of the other party until 6 requested by Customer or required by the months after the date such person terms of this Agreement, will be free from terminates employment with the other party. defects in materials and workmanship, and AOS further agrees not to hire or solicit for will be fit for the intended purpose; (c) that in employment (or as an individual independent performing the Services, AOS will not make contractor) any other individual while he or unauthorized use of any trade secrets or she is performing services for Customer confidential or proprietary information of a pursuant to a contract. If this paragraph is third party; and (d) that AOS will have all breached by the hiring of an employee of right, title, ownership, marketing and other 2 WA 867475.2