Representative Uptime Institute Network Deliverables*

• Exclusive Events – interact with peers, Uptime Institute thought leaders and senior experts
  • Two major events per year
  • Discussions and exchanges on data center practices are all protected by an Information Exchange Agreement
• Data Center Tours – In depth tour of technologically advanced data centers at the events
  • Evaluate or have your data center evaluated by fellow Network Members
  • Insights direct from Uptime Institute senior experts and Members that outline the best practices and areas for improvement
• Peer Community – a collaborative approach to continually improving Member’s data center knowledge
  • Identify, address, and solve common issues and problems
  • Contribute to discussions on how to manage a high-performance data center from concept to operation
  • Influence the evolution and direction of industry standards and next generation equipment through focus groups and panels
  • Connect with Network Members around the world on inquiries and issues; solicit specific advice through email queries (facilitated by the Network Relationship Team)
• Premier research – Unique access to 451 Research Analysts and Uptime Institute Consultants
• Benchmarking Data and Research – Network reports and survey results
  • Measure and compare your data center activities and practices with those of your peers
  • Additional benchmarking data on IT infrastructure & operations from Uptime Institute’s global affiliates
• World-class, unique database – access the Institute’s Abnormal Incident Report (AIR) database
  • Validate decisions based on actual experience
  • Learn and avoid mistakes experienced and solved in major data centers around the world
  • Receive early warning system of issues and failures distributed exclusively to Members
• Dedicated Network Relationship Team – extension of your staff
  • Providing personalized and proactive service

Membership Extension: Membership may be extended past the Service End Date for additional one (1) year terms if both Client and the Institute agree and jointly execute an Addendum extending the term and identifying any changes to the Terms and Conditions of this Agreement.

**Special for 2017**Upon receipt of signed 2017 agreement and payment of annual membership fee by 15 January 2017, Uptime Institute will offer 1 complimentary Accredited Operations Specialist (AOS) participant seat for each member company at a 2017 public course.

Exclusions

• The price does not include the costs associated with Members traveling to the Network event or costs associated with individual lodgings or entertainment or meals outside Network proceedings.

The terms and pricing outlined above are confidential, may not be redistributed, and are subject to execution of this Agreement. The period covered for the Services is as specified via the Service Start and End Dates as indicated above. This Agreement is non-cancelable, and may be terminated only for material breach by either party, upon 30 days prior written notice, if the breach is not cured within the notice period. If Client pays for the Services in installments, Client is responsible for the total payment of all installments and may not terminate this Agreement in between installments.

The Institute may, at its option, and without prejudice to any other remedy, at any time after providing Client with sixty (60) days’ notice that payment has become due, temporarily suspend operation of this Agreement or the Services, including barring Client from attending Uptime Institute Network events and suspending access to the Abnormal Incident Report database, until such time as payment is made in full. Payment for the Services is due after 30 days of receipt of invoice. All components of the Services may only be used between the Service Start and End Dates and are not refundable, transferable, or terminable.

1. Confidential Information. Client shall execute a separate Information Exchange Agreement (“IEA”) which protects the confidentiality of the information shared and received by Members during and after their membership in the Network. All Members must have an effective IEA to be a Member of the Network and to receive any of the Services.
2. Licensed Content. The Institute owns and retains all rights to the Services not expressly granted to Client. Upon acceptance of this Agreement, Client will have a non-exclusive limited right to use the Services, which shall include a license to use information and data, in accordance with the IEA, provided to Client by the Institute and any material downloaded from the Institute’s website, unless and to the extent that other conditions are mutually agreed upon in writing to apply to the use of that material.
3. Forwarding and Sharing of Licensed Content. Client may not redistribute, copy, forward, or circulate the information and data provided to Client by the Institute (“Licensed Content”), or any part thereof, whether electronically or otherwise, to individuals outside of Client’s organization without the express, written permission of the Institute. The Institute is not liable for any loss or damage resulting from unauthorized use of the Institute’s Services.
4. Authorized Reproduction and Quoting Policies. Public reproduction or re-publication of the Institute's material is forbidden and requires the express, written permission of the Institute. Client may only quote the Institute or its employees in materials distributed outside of Client’s organization with the express, written permission of the Institute and must cite the Institute as the source of the information.
5. Termination for Breach of Terms and Conditions. In the event of a material breach by either party of these Terms and Conditions other than Client’s late payment for the Services, the non-breaching party will notify the breaching party of the breach and allow the breaching party thirty (30) days to cure the breach. In the event that the breach is not cured within this period, the non-breaching party reserves the right to terminate this Agreement.
6. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND THE INSTITUTE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF THE SERVICES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF SUCH DAMAGE, AND NEITHER PARTY’S LIABILITY SHALL EXCEED THE AMOUNT PAID BY CLIENT FOR SERVICES IN EFFECT AT THE TIME THE LIABILITY AROSE. CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. THE INSTITUTE SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.
7. Effective Period. The Effective Period of this Agreement shall begin as of the Service Start Date and, unless both Client and the Institute execute an Addendum extending this Agreement for additional one year terms, will continue in full force until the Service End Date.
8. Miscellaneous.
   1. Assignability. Membership and the rights granted to Client hereunder may not be assigned, sublicensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to a successor to substantially all of the business or assets of a party by merger or acquisition. In addition, the Institute may assign this Agreement without the prior written consent of Client to any entity directly or indirectly controlling, controlled by, or under common control with the Institute. Where consent is required, it will not be unreasonably withheld. Client agrees that in the event of a change in control of Client’s firm, the new owner(s) will be responsible for any outstanding payments not yet received by the Institute in addition to all remaining obligations in this Agreement.
   2. Arbitration. Any unresolved dispute under this Agreement shall be decided by arbitration conducted in New York, New York, United States of America before a single arbitrator under the rules of the American Arbitration
      Association (the “AAA”) in effect from time to time. The decision of the arbitrator shall be final and binding, and the award may be entered in any court having jurisdiction. The prevailing party in any arbitration shall be entitled to an award of its reasonable attorneys’ fees and costs, in addition to any award of damages or other relief.
   3. Applicable Law. This Agreement shall be governed by and construed in accordance with the procedural and substantive laws of the State of New York, United States of America, without reference to its conflict of law principles.
   4. No Third Party Beneficiaries. This Agreement is for the benefit of the parties only.
   5. Severability. If any term hereunder is determined by a court of competent jurisdiction to be invalid, all remaining terms will remain in full force and effect.
   6. Waiver. The failure of either party at any time to require performance of any provision of this Agreement shall not affect the party’s right to require performance at any time thereafter, nor shall a waiver of a breach of any provision of this Agreement be taken or held to be a waiver of any provision itself.
   7. Surviving Clauses. Sections 1, 2, 3, 4, 6, 7, and 8 (b), (c), (d), (e), (f), (g), and (h) shall survive the termination of this Agreement.
   8. Discount Offer. Uptime Institute will extend a 10% discount for Professional Services purchased by a current Network Member in good standing. This discount cannot be used in conjunction with any other discount or applied to previously reduced services. The discount can only be applied to Professional Services purchased and delivered in the region of the Network Membership.
   9. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of both the Institute and Client. This Agreement supersedes any previous agreements between the parties and shall not be effective until countersigned by the Institute. This Agreement is confidential and not for distribution.