(CBRE | FmonA gS Addendum for Client Required Flow-Down Provisions ios of his Adlndun fr Clot Required Flow-Dovn Provisions ‘Addendum are inendedta supplement he Arvoment Seton CORE and Super” Neatang ty mnuage ee comer cee a Pe eae ene Ararat bemoun he wn of le en whose es coverg te sare suet rar nt ea he Aeon Sees : i Unless chervise dfned the errs dated the Mgrcront shal have he save reang rg nso mean the Serice Provider, IBM shal mean he Got, nde “roster ot “Subcontract” shall refer fo the agreement between CBRE and Supplier. ‘A. GENERAL PROVISIONS ‘1. Option to Extend at Termination. Upon sbty (60) days’ writen notice from the effective date of termination, CBRE may at ts eption request to extend the Term of the Agreement andlor the applicable Term(s) ofthe Statement of Work fore period of SAAe omen, which peried shall not to exceed twenty-four (24) months beyond the scheduled effective date of termination for ‘ny Statement of Work 2 Compliance. bulletins, whitepapers, pronouncement, repos or sir contnuncaons have fie ore ota, Wwtheansen deen a by CARE nits sole cacroton applcabe othe Soren, jst a WOBRE or Cen! (as appease) eter ee Hromseives any camptance drecive as may be provided by CBRE; I. all poles and procedures of general aplication of CBRE andor Cents provided rom tie to tne to Suppl and 1% any Appleabe Laws estcingeolecon, use, storage, dsiour,processip andes movernentorPecerarivec each tay be applicable othe Serecs (coleiveh tne Privacy Regatons y 2 tes comply with any secant requremens and the requirements for gical security Control measures, writen res, reglaton, poles and procedures appcatle to Supplers eineer tne See feguremens a pyaar dia ect oie measure athe Fachas te cmtuneaiog space CONE na the Term (cofectvely a8 he same may be arene, he “Security Gudeines), CORE shal souk ene og any changes, updates, modiiatons or amencrents ofthe Secu Gudelnes, Sopplar wlan woe ng ot gents and subcontractors comply, wah the Secuty Gudsines and ary antadiee eae © Tote exten alowed nder Appeal Law, Supper vl (tsi any perso fo previle Sees such person has a Lolony conston: ave he ongoing yo fom CBRE inmedatay spun earn al seo eepeee een ee fubeanvacon has been cone of a ery nd (i) promptly adie CARE sols Supper esr eset ipaiua to pov Servces atthe naicahas buen conned oa feat and renee he etna re an wan agitation apy andthe paris wil wrk together mgood ath adress euch lnatone, Severe eke itpuiew responsi | Business Aliance Code of Conduct” CREA. ‘Code of Conse nat com 4. Foreign Comupt Practices Act. * GARbNPc represents, warrants and covenants thet thas not and shal no vce, or cause CBRE or lento violate the conecionear Cri, GOTUM Practos Actor ay other appicable anicamupton laws or epustons rhokar i, Wale rane ne Services provided under the Agreement and tat thas not and agroes thal leha not nrc oa CORE or Garson cantamolated by the Agreement, orin conection wth any ler business tansochens erence Fay gore Bay, Ser promise or authorize te payment or aster of anyting of vaun: areca ae ores rare ofa or employee (ncusing employees of govemment ouned or govermantoomhone aries Sry 2k nteratinalerganizations) oto any poltial party, party oficial. or candante tr fable one ot 2) sayfa Parson or enty Hf such payments or tanefor would wolae the lew ofthe cousin Wee nade or the laws of the United States. Base amen tne Parse that no payments or ranafer of value by Supplier n connection wah the Agreement shal be Fett oor eaeess 2 ct of pub or comercial bby acceptance of or soqeseanee he senenee {Kekbacts, or other uniawful or improper means of ebiang busines Sy Phimce sents, warns and covenans iat ti fara wt the provisions of te FCPA and agrees that Grune emanate oWnaD. panes, ofan, drectors, employees, or agnis a goverment ere empayee (ncidog an employee of a Govermentouned or govermment-contales company of o's farie ese 1 Scanned with CamScanner‘8 poltical party offical or employee ofa poltical party, or is a candidate for pubic office, in each case Ina non-US. location; and 2) It has not previously engaged in conduct thal would have violated the FCPA had Supplier been subject ois terms, Supplier wil be familar and wall stricly comply with all Applicable Lawa and regulalons on bribery, comustion, and Prohibited business practices. Suppior and is Alles have not and vl nat, forthe purpose of Infuencing or inducing ‘anyone 10 fluence decisions in favor of CBRE of the Chen, offer, promiae or make or agree lo make, drecty or ndrecty {@) any political contabutions of any kind or any payment to or for the benefit of any public offical, whether elected of ‘ppointed, 0) any paymonts for gts, meals, travel or other value for a government employee or hisher family members. © (c) any payments or ots (of money or anything of value) to anyone. CBRE shall not reimburse Supplier for any such politcal coninbutions, payments or git ¥. CBRE's and Client's employees. and members of their familes may not solicit or accept gratuities from Supper or Prospective suppliers. I alowed under Applicable Law, CBRE's and Client's employees can only accept gis of $60 USD oF leas, as may further be subject to approvals under CBRE's and Client's jamal gis policies. Supplier employees and members oftheir families may not solicit or accept gratuites from its eupplers or prospective suppliers. If allowed under Applicable Law, Suppliers employees only can accept gis of $50 USO oF less, as may further be subject to approvals ‘under Supplier's intemal gifts policies, vs Supplier acknowtedges and agrees that CBRE may impose addtional obligations upon Supplier al CBRE's discretion Consistent with best practices to ensure compliance with he FCPA. Suppliers disclosures and nolces required under thie Provision shall be sent o the CBRE addressoe(e) set forth inthe Agreement 3. Stepan Rights. Should the Client exercise a right to Step-in as may be provided under its contract wth CBRE, Supplier shall nd provide such assistance to the Client in order to carry out any required actions by the Client in respect of the Services. This may include providing information as may be reasonably requested bythe Client 4. Use of Faciities, '& Supplier wil be solely responsible for the conduct, welfare and safety of ts employees, subcontractors and agents while in {he Facities and wil take all necessary precautions to prevent the occurence of any injury {0 persons or propery oF any Interference wih CBRE's or Citen’s operations while occupying euch space. Suppler agrees on banal of ts employees, ‘agents and repros 8 to submit to any secunly requirements of CBRE and Client and to comply with al rules end {agulations established by CBRE or Client ». When working al any Facitty, Supplier personnel wil comply wih CBRE's standard workplace securty, information security, ‘administrative, safety and other rules, regulations, policies and procedures, inciding the security requremente, applicable Yo CBRE's own employees or contractors. CBRE wil meke such policies and procedures available to Supplier prior Supplier ersonnel entering any Facilty, and wil notiy Supplier of any subsequent modifications or amendments thereto, & Supplier recognizes that CBRE oF Client does not guarantee the privacy of documents and messages stored in GienCBRE- ‘owned oF -provided files, desks, storage areas, or electronic macla and that Supplier shall have ro expectallon of privacy in such documents and messages. For operational reasons and because of mainianance, securiy, business, legal or regulatory Fequirements, authorized CBRE or Client personnel must have access to information stored in or on CBRE/CKent owed Property or equipment, Tg ea noua a om secinat shen pa te pce ame ne dba peti ec cmt hs on St Rae ata ne ean et se Eantfain coastline ety Stare sri oo ere oon acta oar ne cons eae ate Beste ie ‘>. Supplier shall not invoice CBRE, and CBRE will not be obligated to pay, any Prices that are not property invoiced within one st a nena mae a as ir rt ‘etree a ae eo pera chan sag ee tate tn Stet ee ‘6. Export; Regulatory Approvals, ‘+. Export Laws, Supper agrees that will not use, distribute, transfer, or transmit any products, services, sofware or technical {nformation (aven if incorporated into other products) in violation of U.S, and other countries’ export laws and regulations, ‘Supplier wil nat directly o Indirect “export” or ‘reexport’ sofware or “echnical data” daclosed to l by CBRE, or he direct roduc of such sofware or “echnical data’, o any county, oF elizen of any county, prohibied by U.S. or ether countries’ export law, '. Export Orders, Supplier represents and warrants that it isnot subject, ether directly or indirectly (by afilation or any other Sonnectlon wih another party), to any order issued by any govermmenial agency revoking or denying, in whole or In part, Supplar's export privileges. a» Scanned with CamScannern 10. 16 Regulatory Approvals. Supplier will imely obtain and maintain all necessary approvals, icenses and permits (required by law ‘or othenwse) applicable to iis business and the provision of the Services, including any relating lo trans-border data flows and the CBRE or Client Data, applicable to Supplier, the Client, customers of CBRE or the Client, andlor use of any products ‘andlor services under any thir party agreements Mechanic's Liens. Supplier shall discharge by payment, bond or otherwise any liens filed against the Faciities arising out of ‘any work performed of material furnished under this Agreement or otherwise by Supplier within ten (10) days of filng or as, ‘otherwise required by Applicable Law or any lease covering the Facies; provided that, Supplier has been reimbursed by CBRE. for any charges due hereunder on account of such Service Business Continuity. Supplier agrees to have and maintain a business continuity plan and business continuity testing procedures, which include, but are notlimted!, the areas of disaster recovery planning, pandemic planning, and cyber security. Cyber secunty programs must include, at a minimum, provisions to prevent, detect, and respond to cyber secunty incidents, including, without limitation, securty breaches. Supplier agrees to review, update, and test the business continuity plan annually and, upon CBRE's request, Supplier will provide a summary ofthe business continuity plan and test results. CBRE may, from time to time, provide feedback regarding the plan and request that Suppher take CBRE's comments into consideration when ‘updating the plan. However, Supplier remains solely responsible forthe performance ofits responsibilties under the Agreement 1888 continuity plan regardless of whether CBRE has reviewed or commented on the plan. Pass-Through Warranties. In the event Supper purchases or procures any third party products or senices for CBRE in connection wih the provision ofthe Services, Supper shal pass through or assign fo CBRE andlor the Clent (as applicable) the rights Suppler obtains fom the manufacturers andor vendors of Such products and services (neudng warranty and indemnification gh), alto te extent that such rights are sesignable, Personnel Resources. 1a, Requested Replacement of Supplier Personnel. f CBRE determines, in its discretion and for reasons that are not unlawful, that the continued assignment to the CBRE account of any Supplier personnelis notin the best interests of CBRE, then CBRE. may request by notice that Supplier replace any such individual with another qualified individual. After receipt of such notice, ‘Supplier willimmediately remove such personnel from the CBRE account and replace such personnel with Supplier personnel possessing qualifications and skills appropriate tothe positon bb. Background Investigations, Supplier shall inform CBRE i any Supplier personnel tobe assigned to perform Services hereunder are former employees fof the Client, which assignment is subject lo CBRE's approval ‘To the extent permitted by Applicable Law, Supplier will obtain from Supplier personnel photographic proof of identity from an official govemment source (ineluding but not limited to documentation such as a valid divers icense or government issued passpon). ii, To the extent permited by Applicable Law, Supplier will conduct or otherwise obtain criminal background checks on Supplier personnel as defined in section (W) below, in locations where the Supplier personnel resided forthe past seven years. Where no criminal convictions within the past seven years are identified, Supplier personnel may be assigned to Perform Services, Where a criminal conviction is identified, Supplier may not assign Supplier personnel where Supplier personnel is disqualified from performing Services based on Supplies individualized assessment of the conviction against {he Services tobe performed in accordance with Applicable Law and guidance, which may include butis net limited to the Equal Employment Opportunity Commission's promulgated guidance in the United States or simiar state or other ‘government promulgated guidance, as applicable. Iv. Thafter such assessment, Supplier stil recommends assigning a Supplier personnel with a criminal conviction to perform ‘Services, CBRE must fist be informed of such decision. CBRE will hereafter review the criminal conviction and Services which wil be performed andlor access that the Supplier personnel will have. Unless otherwise required for this review, ‘CBRE willnot receive any personally identifable information (e9., Supplier personnel name, social security number, etc). ¥. For Supplier personae! in the United States, 2 Fedora! background check must be conducted as wellas a county or stato background check, whichever is more comprehensive. In other countries, background checks may be atthe county, state, province and/or country level, whichever is most comprehensive vi Upon CBRE request and subject to Applicable Law, Supplier will provide documentation to CBRE to vert its compiance ‘with this section, ‘@. Status of Supplier Employees. Supplier or its respective subcontractors shall be the employer inlaw and in fact of al persons assigned to perform the Services at all times, and Supplier shall be solely responsible for directing and supervising such persons. Supplier shall have sole responsibilty forall worker's compensation insurance, salaries, wages, withholding and paying of employment taxes and benefits of all such persons. Supplier shall protect CBRE and Client from co-employment status including, but not limited to: () establishing, maintaining and ensuring Supplier's employer status with all ofits employees through proactive measures; (i) incorporating sinvlar protective co-employment provisions into subcontracting agreements; (i) monitoring all hours worked by persons performing the Services as may be necessary to avoid any potential finding of liability against CBRE or Client; and (i) taking any and all other steps necessary or prudent to ensure compliance with any other Applicable Laws regarding co-employment so as to protect CBRE and Client from being found fa be @ co- 3 Scanned with CamScanner‘employer of any person performing the Services. Supplier employees shal be informed that they are not entived fo the ‘Provision of any CBRE or Client employee benefits. Supplier shall also be solely responsibe or obtaining and maintaining all Fequisite work permits, vis3s, and any other documentation, including for ravelo any CERE, Client or Supplier Locations. 11, General Supplier Requirements. a Supplier shall comply withthe service level requirements relating to the Services as shall be set by the Parties in the ‘Agreement o the Statement of Work. . Supplier acknowedges tnat CBRE shall have the right to assign the Agreement tothe Client. ©. If Supplier isthe Hoensee of a Suppler-Licensed Software, Supplier consents to CBRE's: (x) assumption pursuant to 11 U.S.C. Section 365(a), and (y) assignment pursuant to 11 U.S.C. Section 365(), of such fcense in the event of Supplier's bankruptcy, notwithstanding the provisions of 11 U.S.C, Section 365(¢)1); (3) nothing contained inthis Agreement shall impair the rights of CBRE. Nothing contained in this Agreement shal create any contractual relation between the Supplier and the Client prior to any _assignment contemplated by Subsection (b) above. Cooperation with CBRE. Supplier wil make, execute and deliver to CBRE such disclosures and agreements as CBRE may {rom time to ime reasonably request in order fo comport wah the requirements of Applicable Laws, regulations rules and any third party agreements 12, Inspections and Audits, ‘Supplier Records. Supplier shall maintain and provide to CBRE upon request, atl times during the Term and at no addtional ‘charge to CBRE, complete and accurate records and supporting documentation pertaining to: () all Prices and financial ‘matters under this Agreement, in al cases prepared in accordance with GAAP: (i) all other transactions, reports, filing pormits, proof of licenses, retums, analyses, work produc, data andlor information created, generated, collected, accessed, processed or stored by Supplier and/or Supplier's subcontractors in the performance of the Services; and (i) al controls ‘elevant to Supplier's intemal controls relating tothe Services and those controls provided for in any Statement of Work to be ‘executed by Supplier and relating to CBRE's control over the activites of Supplier (colectvely, “Supplier Records"), alin a ‘manner sufcient to permit the Audis in accordance with this Section, '. Operational Audis. Supplier snall provide to CBRE and to intemal and extemal auditors, inspectors, regulators and other representatives that CBRE may designata from timo to timo, including but not limited o the Client (CBRE Auditors’) accose {o perform operational audits and inspections of Supple. iis subcontracirs and their respective faciities (Operational Audis"), to: () venfy whether the Services comply win CBRE requirements; (i) examine the controls (e.g, financial and ‘accounting controls, organizational contrels,inpuloutput controls, system modifeation controls, processing controls, system design controls, and logical and physical access controls) and conduct walkthroughs (as defined by the Public Company ‘Accounting Oversight Board PCAOB"), as applicable, and other testing and review procedures); (i) evaluate Supplier's compliance with the securty requirements; (vj confem that the Services are being provided in accordance with the ‘Agreement, including the Service Levels; (v) venly the integnty of Supplier's Performance Reports (including raw dala from \which such Performance Reports are complied); (v) examine Suppliers efficiency and its effective use ofthe technology it Uses to provide the Services: (i) examine Suppliers measurement, monitoring and management tools; (vii) examine ‘Supplier's development of Work Product, which at CBRE's opton may include butis not limited to, an audit and review ofthe evelopment processes and methods, applicable policies, testing, and maintenance for Work Product: (x) faciitate CERE's compliance wih CBRE Compliance Requirements; and (x) examine, fest and assess Suppliers systems, policies and brocedures relating to inirusion detection and interception wth respect io the Supplier systems used to provide the Services, . Financial Audits. Supplier shall provide to CBRE and CBRE Auditors access in accordance with paragraph (a) below to perform financial audits and inspections (Financial Aud’) to: () verify the accuracy and completeness of Supplier Records; ‘and (i) very the accuracy and completeness of Supplier's invoices and Prices. If an Audit reveals thal errors have been ‘made in connection wih the Prices, then the Paris will work together to correct the errr and any overpayments revealed by the Audit wil be promptly paid by Supplier or credited 10 Buyer. In addon, i the Audit reveals ary overpayment that is (Feater than fve percent (5%) of the amount that was actually due for the period being audited, Supper, subject to the Spportunity to diepute the Audit findings in good fath, chal bear the cost ofthe Auelt. If ropoatod Audis reveal that there are sistent errors in connection with Prices, this problem will be escalated in accordance with the Dispute Resolution Procedures in the Agreement, 4. Regulatory Aut. L Upon written request made by a Governmental Authority to Supplier or to CBRE or Client, or by CBRE in response to a ‘Governmental Authorty request, Supplier wil () promptly make availabe to the Governmental Authorty or CBRE Aueltors Supplier Records and other information relating to Supplier's and is subcontractors’ compliance with Section 2 of this ‘Addendum and, if $0 requested, and (2) provide the requesting Govermmental Authority or CBRE Aucitors access in ‘accordance with Section 12(e) ofthis Addendum to examine Supplies or ts subcontractors’ compliance obigations and for purposes of fcitating CBRE's or Client's compliance with their oun complance requirements (Regulatory Audits") Ifthe requests received by Supplier directly from a Governmental Authosty, Supplier shallnolty CBRE ina timely manner. Supplier shall respond to any Regulatory Audit regarding CBRE or Client according to CORE's direction, subject to, Suppliers obigations under Applicable Law. Supplier may provide information to Govemmentsl Authorties only under the ‘ection of CBRE or Ciiet, as applicable. Supplier shell provide such information in a timely manner either to CBRE, Scanned with CamScannerGovernmental Authorty. As part of the Regulatory Aucit process i processing of certain ‘such discussions with Cent or, at CBRE’s request, direct tothe applicable steric may be req to answer questions fom Goverratag ‘Authorities with respect to thei Supple moe CGRE or Chen. CORE ar Clint shall senda tprencraine be present at transacions al Authors fant the extent not profited y Law .. General Pinples Regarding Audis _ Cena Pi chal revise CBRE, Cient, CARE Auctoe, and essen Govermmental Authortes with reasonatl Access, Supple sal Pres and aes reasonable cot unless realness Sa), preclude such notice) to: () access 2 cnsongi a wmch Supa proving he Series, mse SS “Supplier to provide the Services the pars. oa prang the Sees (SUPE Sn ee ey ‘who perform any portion ofthe (i) Seppe pera maton, to such ents perontl ele ee contos, processes and + irl Gat Suppber Records. CBRE Audts wl be Conducedo Tanner hat doesnot unreasonably disrupt procures) an ammance of evens ris oe culos, CORES oe ‘Supplier Records shal inciude, or cay Supers Pete yg to inspect and plocery same, and he Oh Tee ey of such Supplier Records cutie Sapiro Ser pet and place wan appropriate safeguarés, if such retention is deemed necessary by CBRE. rere cor hal provide ful cooperation to CBRE, Cer: CORE Aaton ‘and Governmental Authorities, ooperaten. Supp and apeaton of ava sofware (prove tal ich Soseo ‘and operation of aut software can be gore wet tea aon of au sepa be sbjed fo, Supple iormaton system end eecurty procedures) fe eet conacos. Supt hall ree al Suppl subconacns © NEN wit the applicable provisions of Access to Suncor teton of tre reqrements hereof a ween eoreerer Pete ‘supplier and each Supplier tis Section by insertion os hal eo api to a subcontractors of Supp scorns their subcontractors and so forth, FCO Se see hn costs ot Aust shal be bomeas focus: () Suppl shales responsible forts costs to perform (cluding cor crater subcontractors’ costs) the Supplier Aus and for SUPPATS pe Supplier subcontractors’ costs incurred in a ore CORE Audits, meting, winoutfaton, fs costs noures Somection with cooperating and providing connection wa site an () CORE shall be rexponsibl fora costs cures ‘CORE associated with CBRE Audits ‘cher man Supplers reasonable cooperation and prowsion of Ace) sceptin te event an aud determines that SUPp/r {other tna ss of ve Agreomert (mewn, wihout Kriaton, any SISSY ‘of Work or other schedule, exhibit or 1 rate nereto or heel), nwhch case Supper wil reimburse Co its costs of such aud ag, tetumvent Retention, Supplier shal safeguard and retain a Seer ot ments and data required to be maintained by Document Retention jr such perodasmay be speifeginany Stalerentf BPat cy fequired by any lav, rule or regulation under tne client or pursuant fo te document retetion Por “GORE or Client provided to Supplier from time to aeelee tin any event, atleast seven (7) year ater perfomance of he Savces),Allsuch records, documents and data shal tee (nae on or example. in paper econ fom) as CBRE may direct, 43, Supplier Software _Supelie oter Owned Software and Supper Licensed Sonar (@ necessary for Supplier to perform the Services and ‘Any Sule’ Sorte provice he Series solely fom win #s oem PES ‘environment, (i) that is not ineo into use auc and (a) that i nt solely necessay ff COS hy epithe Services or the Work Product under ary ry ae Statement of Work shal be designated a5 S2ceer Sonmvare” Supplier shall, during the relevant Statement of applicable States and icense access © andor use of the Barer ‘Softrare to CBRE, Client, and their designated Wort entaves maybe tir pares) in accordance win ne Ssowislons set for inthe appbcable Statement of Werk, # os a ar na rove a wile t 9 CORE arya al Snr Cae Swen Tas Licensed Sofware subect peer sa ovis. Seraph) fa) ana Supls Pray ee spo ineoported nt ithe ents ease xe oC Ne een oct ungera Steet sey Prato NL ted Spo fom rato re 2 ee oT ea wath CBRE's prot oth ach hr ct re wa ee rm ty to reve the etn peel ee Pro he Sf PES on ‘Rreament wth respect Benet he Ss a acs ray, a ig oper orintangbe ithe We rac acre psa esl respatl a cae nde ‘sorantaning Unees dew mos ae pelea neces, et pe eh he wrk Prowl and Bega a St Se ert pate mores TNE ee any ere Cn ren ach nen, Sut: Sale Ot pee oe Product any Supple ial CERES Pe re Sareea se Tu Fay SEN See ag Cont pctay tals even Guna Stnre, Speer yarn Super ety G0 CO eget ue ates 2 non as es ar grey cate taponse, ene oP apnoea oper Sates exe reveal trast ar ner TH a ST nozascary fr CORE or Cent tno Sore nies rte nu PS oH Sana 4 Sa a eS ae Suanton ©) er a el SY ee ae Se Te loans grants For ra ee by oan supra fat we apie Be SSP Software or ater 5 Scanned with CamScanner‘Supplier Proprietary Materials or the provision or receipt of the Services, to the extent necessary lo exercise any of the foregoing rights during the relevant SOW Term only €. Except as otherwise agreed in writing in the applicable Statement of Wark in connection with Supplier third paty contracts, ‘Supplier wal not, without the wrilen consent of CBRE, introduce any Supplier Licensed Software into the provision of th Services for which Suppler has nol oblaied the right to sublicense to CERE upon any expiration or termination ofthis ‘greement {. Supplier willbe financially and administratively esponsibie for obtaining any consents required to provide the Services using ‘the Supplir Liconsed Senware and Supplier ind pany contract, 14, Intellectual Property Rights 8. CBRE shall exclusively own alight, title and interest, including worldwide ownership of all Intellectual Property Rights, in and {othe Work Product and all copies made from it Supplier hereby irevocably assigns, transfers and conveys to CBRE, and wil imevocably assign, transfer and convey to CBRE, and shal cause the Supplier personnel and subcontractors to assign, lransfer and convey 10 CBRE, without further consideration, all of ts and thelr right, tile and Interest in and to such Work Product, including a Inteliecual Property Rights In and fo auch Werk Product. Suppiler acknowledges, and shall cause the Supplier personnel and subcontractors to acknowedge, thal CBRE and its successors and permitted assigns shall have the Fight to obtain and holdin their own name any Intolectual Property Rights in and to such Work Product, unencumbered by ‘any claim by Supplier or any Supplier personnel or subcontractors, Supplier agrees fo executo, and shal cause the Supplier personnel and subcontractors to execute, any documents or take any ather actions as may reasonably be necessary, of a8 CBRE may reasonably request, to evidence, perfect, maintain and enforce CBRE's ownership of any such Werk Product, ether during the Torm or thereafter. The tertoria extent ofthe igh in the Work Product assigned to CBRE by Supplier ‘andor the Suppher personnel under this Agreement shall extend to all he counties In the wort. The assignment of tho Property Right in the Work Product by Supplior andlor the Supplir parsonnel and subcontractors to CBRE shall foe, absolut, ivovocable and perpetual . Suppor agrees, and shall raquice that its subcontractors agree, that CBRE shall have the right fo have an Independent ‘accounting fim Conduct an audit at Supplier's and its subcontractors’ premises during normal business hours to very that ‘Suppor and its Supplier Representatives are not furnishing any ofthe Work Product created hereunder fo any Third Party. Tho cost of auch auat shall normaly be at CERE's expense, excopt that Supplier will Bear the cost of the auc ifthe auc ‘ov0.ls that Supplor or any of te Suppliar Reprosentatives are fumiehing, oF have fumiehed, any of auch Work Produc to ‘any Third Panty ©. Pro-Existing Materials. Al Inventions or matorials made, developed or copyrighted by Supplier, CBRE or Client prior tothe Effective Date or otherwise not developed specifically for CBRE shall continuo to be owned by Supplier, CORE or Client, as applicable, 16, Data; Securit 1 Dain recetsing Thi Section 15 sha apy tothe ate he Super dal wih CORE and Cit Daa, Al CORE and Cant Daa shall bo ublzed and procostod by Supple n accordanca with he torre and provisions ofthe Clients Data Privacy and Securiy Torms, a copy of which shal be provided by CBRE to Suppbor (he “Suppor Data Processing Agreement), which ‘Supplier shall comply wih forthe Term. Except as otherwise specied in a SOW or attachment thereto, Supplier wil ony ust the information, matenals,assols, data (including any Personal Data related to CORE's or Client's employees and other personnal and other CBRE of Clint Data) a8 needed to perform under ths Agreement. Supplier will not dsclose CBRE and {Gln Data to any third party and wil return or destroy CORC and Cent Data (and certify to CBRE regarding the same) upon {he earbor of tho expiration ofthe rolovant SOW or CBRE" request '. Socunty Requirements, Supplier shall comply wih CBRE's oF Chen's requirements for administrative, technical and physical . Termination ofthe Project contract agreement fly or pay and claim by Buyer of auldeted camons Aoreeeenr i anc, of doubt, Project contract price shall refer othe total contract Price forthe Services rendered under this ‘Agreement for IBM. penalty shall be calculated at follows: 8 Beato ar ame amnint equate te percentage othe postive diference between the actual Cost of Werk and the target ost of Work reflecting the Cost Take Out target. 2: Sebey Chain Savings: An amount equal to one percent 136 of the Cost of Work invoiced in the quarter. & Malte Engineering: An amount equal io one percent 1% of the Cost of Work invoiced inthe aeacen 4. Penalties do not count towards any savings challenges requested by CBRE hereunder 7 Wrine aauineering (Supplier EMiciencles), Supper shall proactively seek and colaborate with CBRE to dently efcences in savinge ay Cone Serves that have no negative impact on CBRE's and Chants business processes anduhiah weraares op in savings for CBRE. 8, Warranty and Defects, u Scanned with CamScannerat Without limiting Suppliers obligations under the Agreement, Supplier shall warrant and guaranty all Work against defects in Thateral and workmanship for a period of one (1) year from the date CBRE makes final payment to Supplier. Ifthe Work is found a be defective or faulty during this one (1) year period, the one (1) year period shall be extended unti the Work is free from ‘Gefects for one (1) year without interruption, In addition, fora period of two (2) years (unless othervése required by Law) from the ate of final payment, Supplier shall Include in the appropriate subcontracts that the subcontractor be lable forall damages, losses, costs and expenses sustained by Buyer due to the failure of or defects in any foundations ‘Supplier shall, tits sole cost and expense, cause all guarantees or warranties of equipment or materials fumished to Supplier ore subcontractors by any manufacturer or contractor to run fo the benefit of CBRE and Client. f any manufacturer or supplier of any equipment or materials furnishes a guarantee or warranty ora period in excess of one (1) year from the date of acceptance, the guarantee provided for, shall be deemed to extend fora lke period aso such equipment or materials, Within a reasonable time afier receipt of writen nobce from CBRE, Supplier shall cause the correction of any defects in materials or workmanship set forthin the notice which existed prior to or during the period of any quarantee or warranty provided for inthis Agreement, and ary ‘Camage or oss to other Work or property caused by such defecis or the repair thereof. To the extent that a third pary, performs ‘such corrective Werk, Supplier shall be deemed to have complied with this obbgaton Prior to final acceptance of the Work, Supplier shall deliver to CBRE copies of all quarantees and warranties of equipment and raters furnished by manufacturers or suppliers to Supplier and is subcontractors, with duly executed instruments propery ‘Tasigning these guarantees and warrantes lo CBRE andthe Clent. The guarantees and warranties herein epecifed shall ol be eaRiued to mostly or init in any way, express or mpled warranes or any rights or actions which have been granted to CBRE by tera fa Aree, in peal Lave ‘or equity, for defective Work or other default by Supplier under this reerent In addition to rights granted to CBRE elsewhere in the Agreement, upon ten (10) days prior writen noice fo Supplier and felere Ur Suppber to cure ine deficiency or default specified inthe notice, CBRE shall have the right to corect any deficiencig in he ‘Work or cure any default of Supplier er ts subcontractors, and to deduct the cost thereof from payments otherwise due Supplier ‘Without liming other remedies available 1o CBRE at Applicable Law, in equity or under the Agreement, at no cost to CBRE, Supplier shal provide design and engineering Services requied to correct defects in the design documents or the Freject Setigned hereunder, ineither cate, he defects were caused by any act, eror or omission of Supplerorits engineers (ociudng, eaar umtation, defects in preliminary designs, working drawings and specifications or bd documents) [SIGNATURE PAGE FOLLOWS} 2 Scanned with CamScanner‘Subcontractor hereby accepts and agrees to adhere to the provisions of this Addendum in delvery of al services, at all locations, when devering on behalf of CBRE to IBM, SIGNED FOR AND ON BEHALF OF SUPPLIER Pranav Greaions SUPPLIER NAME 4 SIGNATURE Soe ‘Giander Shekhar Suna NAME wor INTHE CAPACITY OF on THOTT pare B Scanned with CamScanner