Common use of Contractor’s Representations and Warranties Clause in Contracts

Contractor’s Representations and Warranties. The Contractor represents, warrants, and covenants that: a. The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. b. There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. h. Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Representations and Warranties. The Contractor represents, warrants, represents and covenants thatwarrants to the Department as follows: a. The Contractor has all the requisite power and authority to execute, deliver enter into and perform its obligations under this the Contract and without the execution, delivery and performance of this Contract need to seek any further approvals or authorizations. b. All written information furnished to the Department by the Contractor has been duly authorized by in connection with the Contractor. b. There is no pending litigationContract, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on including the Contractor’s ability Response, is to fulfill its obligations under this Contractthe best of the Contractor’s knowledge and belief true, accurate, and complete, and does not omit any material facts the omission of which would cause the Response to be misleading. c. The Contractor will comply perform the Services in a manner that complies with all laws applicable to laws, rules or regulations, and contracts with third parties, as further specified in Attachment 1, Standard Terms and Conditions, section 23, Compliance with Federal, State, and Local Laws. The Contractor will be responsible for obtaining and maintaining at its expense any business licenses or permits required in the operation of its business and performance of the services and otherwise to the Contractor in connection with its obligations under this ContractServices. d. The Contractor is not (aas of the Effective Date of the Contract) ownsunder any obligation or restriction that would interfere in any way or conflict with it providing the Services and performing its other obligations under the Contract, and the Contractor will not assume any such obligation or restriction during the Term; provided, however, that if despite the foregoing representation and warranty, the Contractor or any Contractor Personnel becomes aware of an actual or potential conflict of interest relating to the Contract, the Contractor will immediately inform the Department and, if requested by the Department, cease any conflicting work or assignment or otherwise resolve the conflict. e. Prior to entering into the Contract, the Contractor has the right to use under valid and enforceable agreements, conducted all intellectual property rights reasonably due diligence necessary for and related the Contractor to delivery satisfy itself that it is able to provide the Services under the Contract in accordance with the requirements of the services and provision of Contract for the services as charges set forth herein. f. The Contractor will provide the Services in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of accordance with the services or other materials or technology reasonable direction provided by the Department in order to minimize disruption to State operations. g. The Contractor is qualified and registered to conduct business in all locations where required. h. The Services will be of the State type and quality described in the Statement of Work and will be performed by adequate numbers of qualified individuals with suitable training, education, experience, and skill, in a diligent and professional manner and in accordance with applicable industry and Department standards and practices. i. The Services shall not infringe upon or misappropriate the intellectual property rights rights, or any other proprietary rights, of any third party. e. The Contractor has adequate resources j. Each Deliverable delivered under the Contract will be free from all liens, claims, and encumbrances and will, in all material respects, conform to fulfill and perform in accordance with its obligations under this requirements and specifications as set forth in the Statement of Work or other Contract Attachments, or as developed and agreed during the course of the Contract. f. k. Contractor will ensure Contractor Personnel comply with the Contractor’s security requirements and processes as needed to comply with the data protection requirements of the Contract. l. Contractor Personnel will not intentionally, knowingly, or negligently introduce or allow the introduction of any Malware into State Data or Systems or into Deliverable. If Malware is found to have been introduced into the State Data or Systems or into a Deliverable as a result of a breach of the foregoing warranty, the Contractor will be required to use best efforts, at no additional charge to the Department, to assist in eradicating the Malware and reversing its adverse effects and, if the Malware causes a loss of State Data or operational efficiency, to assist the Department (and/or applicable interfacing users authorized by the Department) in mitigating and reversing such losses. m. Neither the Contractor nor Contractor’s subcontractors has past state any Subcontractor will activate, or federal violationscause or permit to be activated, convictions any code, devices, mechanisms, or suspensions relating to miscoding processes that would have the effect of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and disabling, shutting down, or otherwise disrupting all or any portion of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with Solution or the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned State’s operating environment. h. Any time n. If, under the Contract, the Contractor procures any equipment, software is delivered or other products for the State (including equipment, software and other products manufactured, re-marketed or otherwise sold by the Contractor under the Contractor’s name), then the Contractor shall assign or otherwise transfer to the StateDepartment or its designees, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if afford the State believes that harmful code may be present in the benefits of, any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility manufacturer's warranty for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosuresuch products. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Representations and Warranties. The Contractor represents, warrants, represents and covenants thatundertakes to Company that on its behalf and on behalf of and in respect of its Subcontractors: a. The Contractor 4.1. It is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation, and has all requisite the full corporate power and authority to execute, deliver and perform this Agreement and any other agreement, document and instrument which is ancillary hereto, to perform the acts required of it hereunder and to perform its obligations and consummate the transactions contemplated hereby and thereby. The Agreement is in full force and effect and constitutes the legal, valid and binding obligation of the Contractor, enforceable in accordance with its terms. 4.2. There are no restrictions, limitations, and/or impediments, either by contract, law or otherwise or due to any existing legal dispute between Contractor and any relevant third party, in respect of Contractor's entering into this Agreement, and the fulfillment of all its undertakings and obligations under this Agreement. 4.3. There is no litigation, arbitration or administrative proceedings against the Contractor, current or pending or, to the knowledge of the Contractor, threatened , that could (whether individually or in the aggregate) prejudice, affect or impair the ability of the Contractor to perform any of its obligations under this Contract Agreement. 4.4. It has obtained or possesses, and shall continue to possess, at its sole responsibility, cost and expense, any and all authorizations, approvals, consents, licenses, standards or all other rights necessary to enable it to provide Company with all Project deliverables and services in accordance with the execution, delivery and performance provisions of this Contract by the Contractor has been duly authorized by the Contractor. b. There is no pending litigationAgreement, arbitrated matter or other dispute and for it to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill perform under this Agreement and fully comply with any and all of its obligations under this Contract. c. Agreement. All the foregoing are in full force and effect and Contractor hereby warrants that it is not aware of any reason that the existing permits or consents should be revoked or not renewed when due. The Contractor will Project, the System and Field Equipment, as well as Contractor’s performance of the Works and all other obligations and undertakings under this Agreement shall at all times comply with all laws applicable laws, regulations, guidelines and standards, in effect from time to time. 4.5. The Project and all deliverables (whether software and/or hardware), Works and services including without limitation the System and Field Equipment and use thereof, do not and will not infringe, misappropriate and/or violate any and all third party Intellectual Property Rights. Contractor has and will continue to have all the rights and licenses required to grant the rights and licenses granted herein. There has been no action, suit or proceeding or any written communications alleging that any Works and/or components of the Project without limitation the System and Field Equipment have infringed, misappropriated, or violated any Intellectual Property Rights of any other person or entity and such are not subject to any proceeding, order, judgment, and/or settlement agreement. Contractor represents that it has not received any notice or claim from a third party alleging that any of Project infringes any Intellectual Property Rights of any third party. Without derogating from the foregoing, Contractor has all necessary legal and other rights to use all the Intellectual Property Rights which are required from time to time in order to carry out the Project, and the Contractor does not, and shall not, in carrying out the Project, infringe any Intellectual Property Rights of any third party. No Intellectual Property Rights which are necessary for the Project are, to the Contractor’s knowledge, being infringed nor, to its performance knowledge, is there any threatened infringement of those Intellectual Property Rights by any third party. 4.6. It has all the services requisite skills, production ability, experience, expertise, know-how, resources, staff, materials, qualifications, authorizations, permits and otherwise licenses and ability (including without limitation financial ability) and facilities necessary to design, to carry out and execute the Contractor Project and obligations herein and grant the rights and licenses herein, at the highest professional level and in accordance with this Agreement, fully and timely and in accordance with good engineering practice and prudent electrical and mechanical engineering skills. All Works performed in connection with its obligations under this ContractAgreement will be performed with reasonable skill and care, in a competent, professional and workmanlike manner, free from defects, and in accordance with the best professional practices in the industry. d. 4.7. The Contractor (a) ownsSystem and Field Equipment are and shall at all times be free from viruses, worms or any code which has the effect of disrupting, disabling, harming, or has otherwise impeding in any manner whatsoever. 4.8. The Works, System and Field Equipment shall at all times (24 hours a day) comply with the right to use under valid Specifications and enforceable agreementsEquipment Specifications, all intellectual property rights reasonably necessary for respectively, and related to delivery of also with the services quality assurance, information security and provision of the services safety requirements as set forth in this Contract; Agreement and in the SOW respectively (bincluding without limitation Chapters 00 and Annexes N&M thereto). 4.9. System and Field Equipment shall at all times consist of open system architecture enabling integration and interfacing with any additional field equipment and units as Company deems fit. The System and Field Equipment open system architecture and design shall without limitation: (i) shall be responsible for ensure interoperability, interfacing and have full authority to license integration with tools, services, hardware and software (including those procured by Company from third parties) and with all proprietary and/or protocols, applications, platforms, codes, SDKs and technology contained therein, (ii) ensure that third party hardware, software modulesand service providers may integrate additional field equipment, including algorithms software and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training System and experience to perform such services in the planned environment. h. Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.Field Equipment;

Contractor’s Representations and Warranties. The In addition to other representations and warranties contained in this Agreement, Contractor representsrepresents and warrants the following to BISD: a) that Contractor shall perform all of the Work in a good and workmanlike manner and in accordance with the requirements of the Agreement Documents, warrantsstandard industry practices, standards of the profession, and covenants that:all Construction Documents; a. The b) that Contractor has all requisite power is financially solvent, able to pay its debts as they mature, and authority possessed of sufficient working capital to execute, deliver complete the Work and to perform its obligations under this Contract Agreement; c) that Contractor is able to and will furnish all necessary and available resources, including the executiontools, delivery materials, supplies, services (including without limitation installation services), equipment, labor, and performance warranties required to timely complete the Work and to perform its obligations hereunder; d) that Contractor has, and acknowledges that BISD is relying on Contractor’s representation that it has, sufficient experience and competence to perform the Work; e) that Contractor is authorized to do business in the State of Texas and properly licensed by all necessary governmental, public, and quasi-public authorities having jurisdiction over Contractor, the Work, or the Project Site; f) that the execution of this Contract by the Contractor has been Agreement and Contractor’s performance hereunder are within Contractor’s duly authorized powers; g) that the execution of this Agreement by the Contractor. b. There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party whichrepresentation that Contractor has visited the Project Site, if decided unfavorably become familiar with local conditions under which the Work is to be performed, and correlated personal observations with the requirements of the Construction Documents. Contractor shall not be entitled to additional compensation for any additional work caused by its failure to carefully study or compare the Construction Documents prior to execution of the Work; h) that materials and equipment furnished under this Agreement will be of good quality and new unless the Construction Documents require or permit otherwise. Contractor further warrants, for the maximum period allowed by law, that the Work will conform to the requirements of this Agreement and will be free from defects in equipment, material or design furnished, or workmanship performed by Contractor or any of its Subcontractors or suppliers at any tier, except for those defects inherent in the quality of the Work as required or permitted by the Construction Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by Contractor, would reasonably be expected improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by BISD or BISD’s consultants, including any Architect BISD may retain for the Project, Contractor shall furnish satisfactory evidence as to have a material adverse effect on the Contractor’s ability to fulfill its obligations kind and quality of materials and equipment; i) that materials and labor furnished under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, Agreement are warranted in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services warranty provisions contained in the planned environmentAgreement Documents, or longer as provided by law or the manufacturer/supplier of materials, during which time the Contractor will repair or replace any defective or non-conforming, materials, labor, or Work at its sole expense. Further, Contractor shall remedy, at Contractor’s sole expense, any damage to BISD’s real or personal property when that damage is the result of Contractor’s failure to conform to the requirements of this Agreement or any defect of equipment, material, workmanship, or design furnished by Contractor or any of its Subcontractors or suppliers at any tier. Nothing in the Agreement Documents shall be interpreted as limiting any express or implied warranties. Any conditions or limitations of warranty or liability contained in any proposal provided by Contractor to BISD are not included in, and are hereby expressly excluded from, this Agreement, unless such conditions or limitations are restated in the main body of this Agreement. h. Any time software is delivered j) that the services of any Subcontractors or any Sub-subcontractors will conform to the Staterepresentations and warranties set forth above; k) that with respect to all warranties, whether delivered via electronic media expressed or implied, from Subcontractors, Sub-subcontractors, manufacturers, or suppliers for Work performed and materials furnished for the internet, no portion Scope of such software or the media upon which it is stored or delivered will have any type Work of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunderthis Agreement, Contractor willshall obtain all such warranties, upon State’s requestrequire all such warranties to be executed, provide a new or clean install of the software. Notwithstanding the foregoingin writing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from virusesbenefit of BISD, and enforce all such warranties for the benefit of BISD; and l) that Contractor will replace, repair, or any unintended modificationre-perform Work at its sole expense until the Work meets the warranties set out above. This warranty shall not limit BISD’s rights under this Agreement and/or applicable law with respect to latent defects, destruction gross mistakes, breach of contract or disclosurefraud. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Representations and Warranties. 5.1 Ge ne ral Representations and Warrantie s. The Contractor represents, warrants, warrants and covenants that: a. (i) The Contractor has all requisite power and authority to execute, deliver deliver, and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. b. (ii) There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. c. (iii) The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. (iv) The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services Deliverables as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services Deliverables or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. (v) The Contractor has adequate resources to fulfill its obligations under this Contract. f. (vi) Neither Contractor nor Contractor’s subcontractors has have past state or federal violations, convictions convictions, or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. h. Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Representations and Warranties. The Contractor represents, warrants, represents and covenants thatwarrants to the Institution and acknowledges that the Institution is replying thereon as follows: a. The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. b. There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) ownsAll Equipment shall be new and unused (i.e. not second-hand, re-conditioned, refurbished, or has used items) and shall conform in all respects with the right Requirement Specifications and with related Documentation, unless agreed to use under valid in writing by the Parties. (b) Equipment shall operate in accordance with the relevant manufacturer’s and enforceable agreements, all intellectual property rights reasonably necessary for technical specifications with the International Electro-technical Commission (“IEC”) standards and related shall be documented and submitted to the Institution together with the delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and Equipment. (c) none Equipment and/or parts thereof shall conform to all relevant, Singapore laws, International Standards and Code of Practice currently in force. (d) Equipment shall perform in compliance with the specifications contained in the Operating Instructions/Manual. (e) Contractor will not disturb Institution's quiet and peaceful possession and unrestricted use of the services Equipment provided that Institution is not in breach. (f) Contractor’s employees, agents have the necessary (g) ContracSetrvoicres’wsill be performed in a workmanlike and professional manner. (h) Services will be free of defects in material and workmanship. (i) Equipment or other materials or technology provided by the Contractor to the State any part thereof do not and will not infringe upon or misappropriate the intellectual property rights of any third partyperson and where applicable, a worldwide, perpetual, non-exclusive licence to use, all intellectual property owned by or licensed to the Contractor that are necessary for the use of the Equipment has been obtained for and granted to the Institution, free of any additional charge. e. (j) The Contractor guarantees, on completion of the installation of the Equipment, that the Equipment is free from any defects and is completely safe for use and operation as specified in Section 1. (k) The Contractor has adequate resources full power and authority to fulfill enter into and perform this Contract, and this Contract constitutes a valid and binding obligation on the Contractor and does not conflict with any other agreement or obligation by which the Contractor is bound. (l) All representations, warranties, confirmations, and statements set out in the Proposal/quotation and in this Contract shall remain true and accurate in their entirety during the Contract Period. (m) The execution of the Contract and delivery of the Equipment and the performance of its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed Contract will not result in a timelybreach of any order, diligentjudgment or decree of any court, professional and skillful manner, in accordance with the highest professional governmental agency or technical standards applicable to such services, regulatory body by qualified persons with the technical skills, training and experience to perform such services in the planned environment. h. Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality bound. (n) The signatories for and on behalf of the foregoingContractor are authorised and fully empowered For the avoidance of doubt, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth hereinshall be liable to compensate the Institution for any non-compliance with this Clause 6.1.

Contractor’s Representations and Warranties. The Contractor represents, warrants, warrants and covenants that: a. The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. b. There is no pending outstanding litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services deliverables as set forth in this Contract; (b) shall be responsible for Contract and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services deliverables or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has no past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services purchased hereunder shall be performed in a timely, diligent, professional and skillful workperson like manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. h. Any time software is delivered . At its own expense and without limiting any other rights or remedies of the State hereunder, the Contractor shall re-perform any services that the State has determined to the Statebe unsatisfactory in its reasonable discretion, whether delivered via electronic media or the internet, no Contractor shall refund that portion of the fees attributable to each such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosuredeficiency. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Representations and Warranties. The Contractor represents, warrants, warrants and covenants that: a. The Contractor has all requisite power and authority to execute, deliver and perform its obligations under this Contract and the execution, delivery and performance of this Contract by the Contractor has been duly authorized by the Contractor. b. There is no pending outstanding litigation, arbitrated matter or other dispute to which the Contractor is a party which, if decided unfavorably to the Contractor, would reasonably be expected to have a material adverse effect on the Contractor’s ability to fulfill its obligations under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property Contract #31425 Page 5 of 13 rights reasonably necessary for and related to delivery of the services and provision of the services deliverables as set forth in this Contract; (b) shall be responsible for Contract and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services deliverables or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has no past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services purchased hereunder shall be performed in a timely, diligent, professional and skillful workperson like manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. h. Any time software is delivered . At its own expense and without limiting any other rights or remedies of the State hereunder, the Contractor shall re-perform any services that the State has determined to the Statebe unsatisfactory in its reasonable discretion, whether delivered via electronic media or the internet, no Contractor shall refund that portion of the fees attributable to each such software or the media upon which it is stored or delivered will have any type deficiency. Contract #31425 Page 6 of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.13

Contractor’s Representations and Warranties. The In addition to other representations and warranties contained in this Agreement, Contractor representsrepresents and warrants the following to BISD: a) that Contractor shall perform all of the Work in a good and workmanlike manner and in accordance with the requirements of the Agreement Documents, warrantsstandard industry practices, standards of the profession, and covenants that:all Construction Documents; a. The b) that Contractor has all requisite power is financially solvent, able to pay its debts as they mature, and authority possessed of sufficient working capital to execute, deliver complete the Work and to perform its obligations under this Contract Agreement; c) that Contractor is able to and will furnish all necessary and available resources, including the executiontools, delivery materials, supplies, services (including without limitation installation services), equipment, labor, and performance warranties required to timely complete the Work and to perform its obligations hereunder; d) that Contractor has, and acknowledges that BISD is relying on Contractor’s representation that it has, sufficient experience and competence to perform the Work; e) that Contractor is authorized to do business in the State of Texas and properly licensed by all necessary governmental, public, and quasi-public authorities having jurisdiction over Contractor, the Work, or the Project Site; f) that the execution of this Contract by the Contractor has been Agreement and Contractor’s performance hereunder are within Contractor’s duly authorized powers; g) that the execution of this Agreement by the Contractor. b. There is no pending litigation, arbitrated matter or other dispute to which the Contractor is a party whichrepresentation that Contractor has visited the Project Site, if decided unfavorably become familiar with local conditions under which the Work is to be performed, and correlated personal observations with the requirements of the Construction Documents. Contractor shall not be entitled to additional compensation for any additional work caused by its failure to carefully study or compare the Construction Documents prior to execution of the Work; h) that materials and equipment furnished under this Agreement will be of good quality and new unless the Construction Documents require or permit otherwise. Contractor further warrants, for the maximum period allowed by law, that the Work will conform to the requirements of this Agreement and will be free from defects in equipment, material or design furnished, or workmanship performed by Contractor or any of its Subcontractors or suppliers at any tier, except for those defects inherent in the quality of the Work as required or permitted by the Construction Documents. Work, materials, or equipment not conforming to these requirements may be considered defective. Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by Contractor, would reasonably be expected improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by BISD or BISD’s consultants, including any Architect BISD may retain for the Project, Contractor shall furnish satisfactory evidence as to have a material adverse effect on the Contractor’s ability to fulfill its obligations kind and quality of materials and equipment; i) that materials and labor furnished under this Contract. c. The Contractor will comply with all laws applicable to its performance of the services and otherwise to the Contractor in connection with its obligations under this Contract. d. The Contractor (a) owns, or has the right to use under valid and enforceable agreements, all intellectual property rights reasonably necessary for and related to delivery of the services and provision of the services as set forth in this Contract; (b) shall be responsible for and have full authority to license all proprietary and/or third party software modules, including algorithms and protocols, that Contractor incorporates into its product; and (c) none of the services or other materials or technology provided by the Contractor to the State will infringe upon or misappropriate the intellectual property rights of any third party. e. The Contractor has adequate resources to fulfill its obligations under this Contract. f. Neither Contractor nor Contractor’s subcontractors has past state or federal violations, convictions or suspensions relating to miscoding of employees in NCCI job codes for purposes of differentiating between independent contractors and employees. g. Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, Agreement are warranted in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services warranty provisions contained in the planned environmentAgreement Documents, or longer as provided by law or the manufacturer/supplier of materials, during which time the Contractor will repair or replace any defective or non-conforming, materials, labor, or Work at its sole expense. Further, Contractor shall remedy, at Contractor’s sole expense, any damage to BISD’s real or personal property when that damage is the result of Contractor’s failure to conform to the requirements of this Agreement or any defect of equipment, material, workmanship, or design furnished by Contractor or any of its Subcontractors or suppliers at any tier. Nothing in the Agreement Documents shall be interpreted as limiting any express or implied warranties. Any conditions or limitations of warranty or liability contained in any proposal provided by Contractor to BISD are not included in, and are hereby expressly excluded from, this Agreement, unless such conditions or limitations are restated in the main body of this Agreement. h. Any time software is delivered j) that the services of any Subcontractors or any Sub-subcontractors will conform to the Staterepresentations and warranties set forth above; k) that with respect to all warranties, whether delivered via electronic media expressed or implied, from Subcontractors, Sub- subcontractors, manufacturers, or suppliers for Work performed and materials furnished for the internet, no portion Scope of such software or the media upon which it is stored or delivered will have any type Work of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunderthis Agreement, Contractor willshall obtain all such warranties, upon State’s requestrequire all such warranties to be executed, provide a new or clean install of the software. Notwithstanding the foregoingin writing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from virusesbenefit of BISD, and enforce all such warranties for the benefit of BISD; and l) that Contractor will replace, repair, or any unintended modificationre-perform Work at its sole expense until the Work meets the warranties set out above. This warranty shall not limit BISD’s rights under this Agreement and/or applicable law with respect to latent defects, destruction gross mistakes, breach of contract or disclosurefraud. i. To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.