ACCEPTANCE: Customer has read and understands these terms and conditions and agrees that their signature affixed onto the AM Consulting, LLC Proposal or acceptance of work via Customer purchase order constitutes acceptance of these terms and conditions.

1. Customer wishes to utilize AM Consulting, LLC (“AM Consulting, LLC”) services.
    
2. It is the intent that these terms and conditions apply to all AM Consulting, LLC services for or on behalf of Customer.
    
3. AM Consulting, LLC’s Obligations. AM Consulting, LLC agrees to provide its services, subject to the following:
   1. AM Consulting, LLC shall provide the services, in accordance with the standards set forth by the enterprise asset management industry.
   2. If applicable to the services, AM Consulting, LLC shall deliver Data (“Data”) obtained from performing the services and reports displaying such Data. To access the Data and reports, AM Consulting, LLC shall provide Customer with an access code to a website owned or operated by AM Consulting, LLC or an agent of AM Consulting, LLC, and that website shall contain the Data and reports. AM Consulting, LLC shall ensure that the Data and reports remain confidential by using a Secured Socket Layer to access the website.
   3. AM Consulting, LLC may in its sole discretion provide the services with either employees or independent contractors.
   4. AM Consulting, LLC shall perform the services during Ordinary Working Hours. Ordinary Working Hours refers to eight (8) consecutive hours, including a 30-minute lunch break and two 15-minute safety breaks, spent performing the services on each day from Monday to Friday during the First Shift. The First Shift refers to the time period on each calendar day starting at 9:00 a.m. local standard time and continuing until 5:00 p.m. on the same calendar day.
   5. AM Consulting, LLC shall, with Customer’s written approval, perform and bill the services during the following Extraordinary Working Hours as follows:
      1. Second Shift Hours are any working hours starting at 5:00 p.m. local standard time on a calendar day at and continuing until 1:00 a.m. on the following calendar day. Second Shift Hours are billed at 150% of the rate identified in the AM Consulting, LLC Proposal.
      2. Third Shift Hours are any working hours starting at 1:00 a.m. local standard time and continuing until 9:00 a.m. on the same calendar day. Third Shift Hours are billed at 200% of the rate identified in the AM Consulting, LLC Proposal.
      3. Saturday Hours are any working hours on any Saturday. Saturday Shift Hours are billed at 150% of the rate identified in the AM Consulting, LLC Proposal.
      4. Sunday Hours are any working hours on any Sunday. Sunday Hours will be billed at 200% of the rate identified in the AM Consulting, LLC Proposal.
      5. Holiday Hours are any working hours on a legal holiday. Holiday Hours are billed at 200% of the rate identified in the AM Consulting, LLC Proposal.
      6. Overtime Hours are any working hours that exceed eight (8) working hours on a calendar day. Overtime Hours are billed at the Overtime Rate stated in the AM Consulting, LLC Proposal.
          
4. Customer’s Obligations. Customer agrees to the following:
   1. Customer shall cooperate with AM Consulting, LLC in performing the services, or otherwise in administering or facilitating the services.
   2. Customer shall specify the location and identity of any components, equipment, or machinery subject to the services or otherwise requested from AM Consulting, LLC.
   3. Customer shall identify an individual responsible for administering, facilitating, or coordinating the day-to-day activities for the services.
   4. Customer shall provide all relevant standards, policies, manuals, procedures, protocols, or regulations for any on-site location, including but not limited to those relevant to parking, sign-in/sign-out, emergencies, and health and safety.
   5. Customer shall provide access to any location, components, equipment, or machinery subject to the services or otherwise requested by AM Consulting, LLC. Access includes but is not limited to moving, replacing, or altering any part of a building, facility, structure, or obstacles which impair AM Consulting, LLC’s ability to perform the services. Customer shall pay the hourly rate indicated on the AM Consulting, LLC Proposal for every Ordinary Working Hour lost due to the Customer’s failure to comply with this paragraph.
   6. Customer shall provide a qualified technician to assist AM Consulting, LLC in performing the services, if MV Voltage equipment is subject to the services.
   7. Customer, and any agent of Customer, shall not directly or indirectly solicit or otherwise interfere with any AM Consulting, LLC contract or business relationship, including any and all personnel involved with performing the services, and for a period of two (2) years after the completion of the AM Consulting, LLC services and final payment is received.
   8. Customer shall pay the Fee within thirty (30) calendar days after receiving an invoice showing the outstanding balance for the services, which shall include any taxes related to the services. If any part of the Fee is not paid within thirty (30) calendar days, Customer shall pay a penalty of 1.5% of the unpaid Fee, which shall recur monthly until the Fee is paid in full. These payment terms shall prevail over any other payment terms unless alternate payment terms are agreed to within the AM Consulting, LLC Proposal.
   9. Customer shall, provide at least thirty (30) calendar days’ notice of any scheduling changes related to consulting or engineering services and at least seven (7) calendar days for field services, including but not limited to infrared, vibration and electrical safety services. Customer shall pay the fee indicated on the AM Consulting, LLC Proposal for each untimely notice of any scheduling change. In the event Customer fails to provide such notice in sufficient time so as to allow for the cancellation of any site visitation, customer shall pay an additional fee indicated on the AM Consulting, LLC Proposal for each employee and/or each independent contractor that was dispatched to the site. Customer further agrees to assume any incidental expenses incurred based on the Customer’s failure to comply with this paragraph.
   10. Customer shall, before any services are performed, provide any and all information or documentation about:
       1. Any issues related to accessing any components, equipment, or machinery subject to the services or otherwise requested from AM Consulting, LLC, such as whether a ladder is required.
       2. Whether any Medium Voltage (“MV”) equipment (greater than 600 volts) is foreseeably subject to the services.
       3. Any location-specific safety standards, policies, manuals, procedures, protocols, regulations, or requirements.
       4. Any drug testing requirements or procedures related to the services.
           
5. Ownership of Software. In accordance with the Services, AM Consulting, LLC shall deliver Data (“Data”) obtained from performing the Services and reports displaying such Data. To access the Data and reports, AM Consulting, LLC shall provide Customer with an access code to a website and/or one or more software applications, such as AM Consulting, LLC’s ViewPoint^® software, owned or operated by AM Consulting, LLC or an agent of AM Consulting, LLC (the “ViewPoint Software”), and (subject to Customer’s payment of all applicable Fees and compliance with all other terms and conditions of this Agreement) the ViewPoint Software shall contain the Data and Reports. Customer’s right to access the ViewPoint Software shall be limited solely for Customer’s internal use by Customer personnel. AM Consulting, LLC shall ensure that the Data and Reports remain confidential by using a Secured Socket Layer to access the website.
    Any and all data collected or utilized by Customer including but not limited to analytics regarding the Services may be used by AM Consulting, LLC for its internal metrics and key performance indicators. The parties acknowledge and agree that, notwithstanding anything to the contrary herein, AM Consulting, LLC’s ViewPoint software (the “ViewPoint Software”) and all improvements thereto, and that any and all data collected or utilized by Customer or the ViewPoint Software, including but not limited to analytics regarding the Services may be used by AM Consulting, LLC for its internal metrics and key performance indicators.
    Any and all data collected or utilized by Customer including but not limited to analytics regarding the Services is the sole and exclusive property of AM Consulting, LLC. The parties acknowledge and agree that, notwithstanding anything to the contrary herein, AM Consulting, LLC's ViewPoint software (the "ViewPoint Software") and all improvements thereto, and that any and all data collected or utilized by Customer or the ViewPoint Software, including but not limited to analytics regarding the Services is the sole and exclusive property of AM Consulting, LLC.
    
6. No Right to Reverse Engineer, Disassemble, Modify or Decompile Software. Customer may not reverse engineer, disassemble, modify or decompile the AM CONSULTING, LLC Software.
    
7. No Right to Reproduce Software: Customer may not make any copies or reproduce in any way the AM CONSULTING, LLC Software or any of the media that might contain the AM CONSULTING, LLC Software or make any copies or reproduce in any way any of the materials, forms or documentation furnished by AM CONSULTING, LLC with respect to the AM CONSULTING, LLC Software.
    
8. Intellectual Property. AM Consulting, LLC and Customer shall each retain ownership, and all right, title, and interest in and to, their respective software, programming copyrightable works, writings, drawings, designs, concepts, techniques, inventions, discoveries, improvements, documentation or other works including any electronic embodiment of them regardless of form.
    
9. Site Access Policies. Customer expressly acknowledges that AM Consulting, LLC agents are not authorized to execute any agreements, contracts, understandings, releases, waivers, or anything else affecting the agent or AM Consulting, LLC’s legal rights for any on-site activities (“On-Site Agreements”), such as those commonly included in sign-in sheets when entering or traversing the on-site premises. Customer therefore agrees to never require AM Consulting, LLC agents to execute On-Site Agreements and to otherwise terminate any On-Site Agreements that may exist.
    
10. Confidentiality. Customer shall hold in a fiduciary capacity for AM Consulting, LLC’s benefit all Confidential Information and shall not directly or indirectly disclose any Confidential Information, or use any of the same in any manner, without AM Consulting, LLC’s prior written consent, either during the Term and at all times thereafter. Confidential Information means all information, knowledge, or data, that is secret or otherwise not publicly available, which includes but is not limited to trade secrets, business processes, manufacturing processes, formulae, technical information, know-how, plant and product specifications, business plans, strategies, forecasts, financial records, reports, accounts, proposals, quotations and tenders submitted or prepared for submission to customers or potential customers, customer lists, names of customer contacts, terms of trade with customers, supplier lists, names of supplier contacts, terms of trade with suppliers, current products and services, new products and services, pricing for products and services, product development (including research and engineering into AM Consulting, LLC, concepts, designs, drawings, patterns, devices, apparatus and equipment, formulas and algorithms), employee information, sources of supplies and materials, designs, software, production and design techniques and methods, identity of investments or investors, identity of contemplated investments or investors, business opportunities, valuation models and methodologies, processes, technologies, and any intellectual property of AM Consulting, LLC.
     
11. Assignment. Customer agrees not to assign or delegate any rights or obligations set forth in this Agreement without AM Consulting, LLC’s express written consent.
     
12. Indemnification. Customer shall defend, indemnify, and hold harmless AM Consulting, LLC, its parents, subsidiaries, affiliates, successors, assigns, and all their respective directors, officers, employees, shareholders, and agents from and against and all suits, claims, actions, causes of actions, liabilities, losses, damages, injuries, costs and expenses (including, but not limited to interest, penalties, reasonable attorney fees and other litigation expenses) (collectively, “Claims”) arising from or alleged to have arisen from these terms and conditions, including without limitation, any Claims arising from the electronic or remote implementation of any “lock out/tag out” services provided by SEAM to Customer hereunder.
     
13. No Limit. The Indemnification obligations set forth herein will apply regardless of the amount of insurance coverage held by Customer, including that under any worker’s compensation act, disability act, or other act or law that would limit the amount payable by or for Customer or AM Consulting, LLC and will not be limited by any insurance carried or provided by Customer or AM Consulting, LLC in accordance with these terms and conditions, AM Consulting, LLC’s Proposal(s), Purchase Order, or otherwise. Nothing in any Indemnity is intended to limit AM Consulting, LLC’s remedies against Customer.
     
14. AM Consulting, LLC shall maintain workers’ compensation coverage as required by law. AM Consulting, LLC shall also obtain and maintain in full force and effect, Commercial General Liability and Professional Liability. AM Consulting, LLC will provide Customer a copy of AM Consulting, LLC’s Certificate of Insurance upon request.
     
15. Independent Contractor. Customer agrees that AM Consulting, LLC is an independent contractor, and that AM Consulting, LLC has the right of control over the manner and means of providing the services, including the details and quality of the services, the number of hours worked, the selection of materials, tools, and personnel used, the routes travelled in providing the services, and all aspects of the day-to-day activities necessary to perform the services. Customer further agrees that no other business relationship or association, such as a partnership or joint venture, is formed between the Parties.
     
16. Substance Abuse. Policy. AM Consulting, LLC employs workers around the globe and must comply with various privacy laws and regulations in Canada and the European Union. In an effort to comply with the different privacy laws set forth by the many nations in which AM Consulting, LLC does business, AM Consulting, LLC’s Substance Abuse Policy provides for pre-employment drug testing and testing for cause, but not random drug testing. Nonetheless, AM Consulting, LLC acknowledges that unique considerations for on-site performance may necessitate additional drug testing. In which case, Customer must notify AM Consulting, LLC about whether any additional drug testing is required and about whether the additional testing is subject to any policies and procedures. AM Consulting, LLC shall then identify qualified agents who are willing to consent to the additional drug testing.
     
17. Termination. The AM Consulting, LLC Proposal, other than the continued performance and payment of the services, may terminate upon the following events:
    1. Event of Default. An Event of Default is when either Party:
       1. becomes insolvent;
       2. becomes subject to any proceeding in bankruptcy or liquidation, reorganization, or arrangement for the appointment of a receiver or trustee to take possession of the Party’s assets, or any other form of external administration, or any other proceeding under any law for relief from creditors;
       3. assigns any legal rights to the Party’s creditors;
       4. loses possession of any property to the Party’s creditors;
       5. becomes incapable or otherwise incompetent of performing under these terms and conditions;
       6. fails to fulfill, perform, or otherwise comply with any term and condition of these terms and conditions;
       7. ceases to hold any licenses, permits, or other approvals relevant to the performance under these terms and conditions; is subject to a change of Control, as defined by R.C. § 1704.01c(6);
       8. or is convicted of theft, fraud, any crime involving dishonesty or false statement, or any crime arising out of the performance under in these terms and conditions.
           Any Party triggering an Event of Default shall cure or otherwise provide reasonable assurances to the other Party’s subjective satisfaction within 30 days after receiving written notice about the Event of Default, in accordance with the notice provisions set forth herein. If Defaulting Party fails to do so, then these terms and conditions and AM Consulting, LLC’s Proposal shall terminate, provided that any terms and conditions other than the continued performance and payment of the services shall survive.
           
    2. Right of Cancellation: AM Consulting, LLC may cancel the AM Consulting, LLC Proposal at any time after providing notice to Customer in accordance with the notice provisions herein.
        
18. Limitation of Warranty. Customer agrees that the AM Consulting, LLC Proposal is only a contract for the services and is therefore not subject to Article 2 of the Uniform Commercial Code, codified at Chapter 1302 (Sales) of the Ohio Revised Code. Regardless, AM Consulting, LLC warrants that it will provide the services in accordance with the standards set forth by the enterprise asset management industry, and otherwise makes no other express warranties or implied warranties, including the implied warranties of merchantability and fitness for a particular purpose.
     
19. Limitation of Damages. AM Consulting, LLC shall never, under any circumstances, become liable for special, punitive, exemplary, incidental, or consequential damages, including lost profits, even if AM Consulting, LLC is aware about the potential for all such damages. AM Consulting, LLC’s liability shall never, under any circumstances, exceed the Fee. SEAM shall not be responsible under any circumstances for any damages arising from the electronic or remote implementation of any “lock out/tag out” services provided by SEAM to Customer under these terms and conditions.
     
20. Limitation of Action. Customer agrees not to make any Claims, as defined in Paragraph 13, more than one year after the Termination Date.
     
21. Force Majeure. Force Majeure shall mean any event beyond AM Consulting, LLC’s reasonable foresight and control, including but not limited to governmental acts, acts of God, fires, explosions, storms, floods, earthquakes, tides, lightning, wars, and health pandemics. If AM Consulting, LLC fails to perform any obligation set forth in these terms and conditions in any way due to a Force Majeure event, Customer agrees to excuse such failure.
     
22. Forum Selection. The Parties agree to resolve any dispute arising from these terms and conditions by litigation in any court of competent jurisdiction in Cuyahoga County, Ohio, provided that AM Consulting, LLC may elect to pursue a court action to seek injunctive relief in any court of competent jurisdiction to terminate the violation of its proprietary rights, including but not limited to trade secrets, copyrights, or trademarks.
     
23. Order of Precedence. Each Service shall be governed by the Parties herein pursuant to the AM Consulting, LLC Proposal. In the event AM Consulting, LLC permits a Customer to use its own purchase order to perform any AM Consulting, LLC Service, the Parties hereby acknowledge and agree that the AM Consulting, LLC Proposal shall prevail notwithstanding any terms and conditions of any Customer purchase order or other Customer documentation. To the extent that the terms of any Customer Purchase Order or other Customer documentation is inconsistent with the AM Consulting, LLC Proposal, the AM Consulting, LLC Proposal shall control. Further, no terms and conditions shall be added to the AM Consulting, LLC Proposal for services as the AM Consulting, LLC Proposal shall control. Therefore, if there are any conflicting terms between the AM Consulting, LLC Proposal and any Customer documentation, the AM Consulting, LLC Proposal will prevail.
     
24. Merger Clause. These terms and conditions constitute the entire agreement between the Parties with respect to the services and supersedes all previous and contemporaneous written and oral negotiations, understandings, arrangements, and agreements. These terms and conditions may be amended only by a written instrument signed by both Customer and AM Consulting, LLC, and is binding upon the Parties, their successors and assigns. In the event more than one term or conditions and/or applicable statutes, laws, ordinances and regulations apply to the services the most stringent requirements shall control.
     
25. Waiver. No term or condition herein is waived without a statement in writing signed by the party against whom enforcement of the waiver is sought. Any written waiver shall operate only as to the specific term or condition waived and shall not operate as to any continuing acts or acts in the future, unless specifically stated as such in the waiver.
     
26. Controlling Law. The Parties agree to interpret these terms and conditions in accordance with the applicable laws of the United States and the State of Ohio, without giving effect to conflict of law principles.
     
27. Severability. If any court of competent jurisdiction finds that anything in these terms and conditions are illegal, invalid, void, or otherwise unenforceable, then the remaining provisions shall remain fully effective and shall in no way become impaired or invalidated.
     
28. Safety. Customer shall provide a safe working environment in full compliance with all laws, statutes, regulations, ordinances, and industry standards relevant to health and safety. Customer shall also certify, upon AM Consulting, LLC’s request, compliance with any health and safety requirements subject to this section and in AM Consulting, LLC’s Safety Policy.
    1. Customer shall address any and all health and safety concerns raised by AM Consulting, LLC or any agent of AM Consulting, LLC to AM Consulting, LLC’s subjective satisfaction.
    2. Customer shall provide all information relevant to health and safety, including but not limited to Safety Data Sheets.
        
        Customer agrees that AM Consulting, LLC is excused from performing any services for any reason related to health and safety. Customer further agrees that AM Consulting, LLC may terminate the AM Consulting, LLC Proposal based on Customer’s failure to address AM Consulting, LLC’s health and safety concerns to AM Consulting, LLC’s subjective satisfaction.
        This safety section is to specifically inform the CUSTOMER of AM Consulting, LLC’s Safety policy and to notify CUSTOMER of their role in helping to maintain a safe working environment for our employees and contractors. The prevention of injury, illness, and losses at the site remains the responsibility of all parties, persons, and entities at the worksite(s) and we look to partner with you and those at your facilities to ensure the safety and health of all involved.
        
        AM Consulting, LLC has established an organizational safety program that provides safety measures, policies, and standards conforming to those required or recommended by governmental and regulatory authorities having jurisdiction and industry best practices.
        
        AM Consulting, LLC's program includes, but is not limited to, safety policies and trainings and a completed Pre-job Safety Briefing (document) with a knowledgeable site representative before commencing most work (all under NFPA 70E). This must be repeated when unanticipated changes to the work scope, job location, weather, or other operational conditions occur.
        
        AM Consulting, LLC provides all required safety apparel and equipment to perform contracted work at the CUSTOMER's worksite(s). This includes arc flash/flame-resistant clothing (AF/FR), hard hats with face shields, safety footwear, safety glasses, hearing protection, hand protection appropriate for the hazards, and personal fall/arrest or restraint systems. Before work commences, the CUSTOMER shall itemize all required, and in select cases, provide work activity-specific personal protective equipment (PPE). This includes, but is not limited to, additional or more protective hearing protection, personal alarm monitoring, respiratory protection (e.g., N95, gas mask), chemical protective clothing, personal fall protection, and rescue equipment.
        
        It is AM Consulting, LLC’s policy that all AM Consulting, LLC employees and contractors have the authority and responsibility to Stop Work* on any task or operation where there are concerns or questions regarding the control and resolution of health and safety hazards. The CUSTOMER agrees that AM Consulting, LLC shall not perform any services if any identified health, and/or safety hazards are not cured within a reasonable amount of time. The CUSTOMER further agrees that AM Consulting, LLC may terminate the AM Consulting, LLC Proposal because of the CUSTOMER's failure to cure these hazards to AM Consulting, LLC's subjective satisfaction.
        
        CUSTOMER and its affiliates will treat any employee or contractor that suspends work under this policy in a respectful manner and work to understand the concern(s) in order to cure such issue(s). In the event CUSTOMER does not adhere to the above, there may be cause for action, up to and including, cancelation of the services. The CUSTOMER's safety program does not relieve AM Consulting, LLC or other parties of their safety responsibilities.
        
        CUSTOMER will take all required steps to bring the working environment and property up to Occupational Safety and Health Administration (“OSHA”) standards to prevent immediate or future injury, illness, or losses. CUSTOMER must inform AM Consulting, LLC of any safety event at the worksite that may impact the work or health and safety of AM Consulting, LLC employees and contractors (e.g., gas leak, serious operational incident, etc.).
        
        The CUSTOMER shall give all required written or verbal notices and alerts related to compliance with all applicable rules, regulations, orders, and other lawful requirements established to prevent injury, loss, or damage to persons or property.
        
        AM Consulting, LLC is responsible for reporting incidents, injuries, illnesses, near misses, property damage, or operational downtime involving AM Consulting, LLC employees and contractors to the CUSTOMER and all applicable federal, state, and local governmental bodies and agencies requiring notice. Relevant events include any bodily injury requiring a physician's care, any property damage, or any operational failure that could result in serious bodily injury or operational downtime. AM Consulting, LLC shall inform the CUSTOMER via an incident report, urgent response, or other measures as soon as safe practicable.
        
        The CUSTOMER shall inform AM Consulting, LLC of any hazards that AM Consulting, LLC employees and contractors may encounter while conducting work at CUSTOMER’s site(s). The CUSTOMER shall provide advanced written notice to AM Consulting, LLC upon its knowledge of any known hazards or unsafe conditions at any worksite(s).
        
        The CUSTOMER shall ensure that all hazardous materials, both products and wastes, relating to or in vicinity of the work are communicated and stored properly in accordance with the Globally Harmonized System of Classification and Labeling of Chemicals ("GHS"). AM Consulting, LLC employees and contractors must have immediate access to the Safety Data Sheet (SDS) for all hazardous materials stored or used in their work location. A copy or copies of the SDS and any relevant exposure information (including data) to protect AM Consulting, LLC members shall be furnished to AM Consulting, LLC at least fifteen (15) Business Days before the commencement of the work or upon knowledge of the hazard.
        
        The CUSTOMER is also required to designate an employee at the site who will act as AM Consulting, LLC's designated safety representative to provide health and safety information specific to the worksite(s). This individual must hold sufficient knowledge regarding health and safety hazards and risks at the worksite(s) to adequately inform AM Consulting, LLC and aid in injury, illness, and loss prevention.
        
        The CUSTOMER shall implement safety measures, as required by applicable regulation and pertaining to the work, including establishing safety rules, posting appropriate warnings and notices, and procedures to prevent injury or illness. AM Consulting, LLC reserves the right to engage the CUSTOMER to discuss health and safety and ensure all required hazards controls are in place to meet regulatory obligations and protect AM Consulting, LLC employees and contractors.
        
        *Stop Work: The authority of AM Consulting, LLC employees and sub-subcontractors to suspend individual tasks or group operations when the control of health, safety, and environmental risk is not recognized or understood, and equipment service is compromised—defined in the internal AM Consulting, LLC “Stop Work Authority” Policy.
        
29. These terms and conditions may only be modified by an amendment issued by AM Consulting, LLC.