Montalli Group and Customer agree that the following terms and conditions shall govern the delivery of technical sales support services by Montalli Group to Customer:
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1. Services
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Montalli Group shall follow all reasonable policies and procedures concerning security, work rules and regulations, upon written notification of such policies when performing services at Customer facilities.
Montalli Group’s ability to deliver the services specified in the Montalli Group Scope Statement (“Services”) is dependent upon Customer’s full and timely cooperation with Montalli Group, as well as the accuracy and completeness of any information and data Customer provides to Montalli Group. Customer agrees to: (i) provide Montalli Group with timely access to and use of all information, data, documentation, facilities, working space and office services deemed necessary by Montalli Group; (ii) appoint a representative who will provide professional and prompt liaison with Montalli Group; (iii) be available at all times when Montalli Group’s personnel are at the project site (or designate an alternate with the same level of authority; and (iv) confer with the Montalli Group representative at regular intervals to review progress and resolve any issues related to the Services. Customer shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Montalli Group for purposes of the performance by Montalli Group of the Services.
Services may include advice and recommendations, but all decisions in connection with the acceptance and implementation of such advice and recommendations shall be the sole responsibility of, and made by, Customer.
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2. Disclaimer and Limitation of Liability
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Montalli Group WILL NOT BE LIABLE FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA, CONTRACT, GOODWILL OR THE LIKE (WHETHER DIRECT OR INDIRECT IN NATURE) OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND. Montalli Group’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL OTHER CLAIMS AND LIABILITIES, WHETHER OR NOT INSURED, WILL NOT EXCEED THE INVESTMENT COST OF THE GRATUITOUS SERVICES PROVIDED. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION HEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. EACH PROVISION HEREIN WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND IS TO BE ENFORCED AS SUCH. Montalli Group GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SERVICES PROVIDED. NO WARRANTY IS MADE AS TO THE SUITABILITY, FITNESS OR QUALITY OF ANY THIRD PARTY SERVICE INCLUDING WITHOUT LIMITATION Montalli Group’S SERVICES. NO REPRESENTATIVE OF Montalli Group IS AUTHORIZED TO GIVE OR MAKE ANY REPRESENTATION OR WARRANTY. NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE AND NO IMPLIED WARRANTY ARISING BY USAGE OR TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY ROCKWELL OR SHALL ARISE BY OR IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND IN NO EVENT SHALL Montalli Group HAVE ANY LIABILITY OR OBLIGATION WHATSOEVER IN CONNECTION WITH ANY SUCH WARRANTY.
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3. Confidentiality
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Information communicated to either party in connection with this Agreement and marked confidential shall be treated as confidential and shall be used on for the purposes of this Agreement. No confidential information shall be disclosed by the respective parties or their agents or personnel without the prior written content of the other party. Except to the extent otherwise required by applicable law or professional standards, the parties’ obligations under this section do not apply to information that: (a) is or becomes generally available to the public other than as a result of disclosure by either party; (b) was known to either party or had been previously possessed by either party without restriction against disclosure at the time of receipt by either party; or (c) was independently developed by either party without violation of this Agreement. Each party shall be deemed to have met its nondisclosure obligations as long as it exercises the same level of care to protect its own confidential information, except to the extent that applicable law or professional standards impose a higher requirement. Montalli Group may retain copies of Customer’s confidential information required for compliance with applicable standards or internal policies. If either party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the other party’s confidential information, such party shall promptly provide prompt written notice to the other party of such demand in order to permit such party to seek a protective order.
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4. Intellectual Property Rights
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Montalli Group has created, acquired or otherwise has rights in, and may, in connection with the performance of Services, employ, provide, modify, create, develop, acquire, or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know-how (generalized and industry-specific), techniques, models (including, without limitation, functions, processes, system and data models, libraries, templates, the generalized features of the structure sequence and organization of software, user interfaces and screen designs, and consulting and software tools, utilities, and routines (collectively the “Rockwell Technology”).
To the extent that Montalli Group utilizes any of its intellectual property (including, without limitation, the Rockwell Technology, or any hardware or software of Montalli Group) in connection with the performance of Services, such intellectual property shall remain the property of Montalli Group. Montalli Group may employ, modify, disclose, and otherwise exploit the Rockwell Technology (including, without limitation, providing services or creating programming or materials for other clients). To the extent required, Montalli Group hereby grants to Customer a nonexclusive, non-transferable license to modify and use the Rockwell Technology solely in conjunction with the application project for which Services have been provided. Customer shall not sublicense or assign its rights hereunder without Montalli Group's advance written consent. Nothing in this Agreement shall be construed as precluding or limiting in any way the right of Montalli Group to provide consulting or other services of any kind or nature whatsoever to any person or entity as Montalli Group in its sole discretion deems appropriate. Except for any Customer or third-party confidential information, Montalli Group retains all rights, title, and interest in and to the intellectual property related to the Rockwell Technology or anything developed by Montalli Group in the performance of Services.
Each party shall continue to own all right, title and interest in all patents, trademarks, copyrights, confidential information, trade secrets, mask rights, and other intellectual property rights as it owned on the effective date of this Agreement.
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5. Governing Law
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This Agreement and all disputes arising thereunder will be governed by and interpreted in accordance with the laws and will be subject to the exclusive jurisdiction of the courts of the country or local jurisdiction of Montalli Group’s principal place of business but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sale of Goods. If any provision of this Agreement should be held wholly or partly invalid under any applicable law, the remainder of the Agreement will not be affected thereby.