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HomeMy WebLinkAboutVerizon Intelligent Lighting Trial Agreement/Street/Customer Triale Verizon Intelligent Lighting TRIAL AGREEMENT THIS TRIAL AGREEMENT ("Trial Agreement") is made and entered into as of the date of the later of the two signatures below (the "Effective Date") by and between "Verizon," which refers to Cellco Partnership d/b/a Verizon Wireless and any other Verizon affiliates providing services 'hereunder (individually and collectively "Verizon"), with offices located at One Verizon Way, Basking Ridge, NJ 07920.and the City of Carmel, by and through its Board of Public Works and Safety. ("Customer") (each a "Party" and collectively the 'Parties"). This Trial Agreement is binding upon execution by both parties. GENERAL TERMS AND CONDITIONS 1. Services and Scope of Work 1.1 Services. Verizon will provide Customer a free, limited trial of its Intelligent Lighting solution pursuant to the termsof the Statement of Work ("SOW") attached hereto as Exhibit 1. The Intelligent. Lighting Solution includes LED street lights with intelligent control modules and sensors which allow: for intelligent :data analytics and data driven insight. Hereafter, Intelligent Lighting shall be referred to as the "Service." 1.2 Performance of Services. Verizon controls the means, methods, places and time of its performance, of the Services (including the use of subcontractors and consultants); references to "Verizon" in this 'Trial Agreement include all Verizon agents and. contractors. Customer agrees to cooperate with.Verizon in the installation, evaluation and testing of the, Service and 'Customer will :provide such assistance and resources as are .reasonably necessary to allow Verizon to install, evaluate, and test the trial product. To the extent the Trial includes onsite work by Verizon resources, Verizon will abide by Customer's stated -security rules for the site. Customer agrees to provide working space and facilities and any other assistance and support that Verizon may reasonably request in order to perform the Services. Verizon is not responsible for any failure or delay resulting from Customer's failure to fulfill its obligations under the,Trial Agreement or SOW in a'timely manner. 1.3 Statement of Work. Attached to this Trial Agreement is the SOW which defines the scope and nature of the Services Verizon will provide Customer. The SOW may identify key expectations on which the SOW is based ("Conditions"). Each Party will notify the other promptly if it determines that a Condition has not been met or is unlikely to be met. If Verizon reasonably determines that.it has been materially and -adversely affected by the failure of -a Condition to be met, and Verizon proposes an SOW amendment to cure it, -the parties will work diligently to reach agreement on an SOW amendment to cure the material, adverse effect on Verizon, and Verizon may -suspend work on the: Service until the parties have reached that agreement. All 4amendm6nts to the SOW must'be in writing, and mutually approved by authorized representatives of each party. 1.4 ACKNOWLEDGEMENT OF SERVICE�TESTING. Customer acknowledges and agrees that the Service may contain bugs., defects and errors and that the Service is not expected to function fully or meet Customer's requirements or that the use or operation of the Service will be uninterrupted or error -free. Verizon and Customer -acknowledge and agree that the Service. is being provided to Customer in exchange for Customer permitting Verizon to evaluate and test the Service. Subject to the SOW, Verizon will provide technical support for the Service as Verizon, in its sole discretion, determines is reasonably necessary to conduct the evaluation and testing of the Service; however, Verizon makes no warranties or representations with respect to such technical support. Customer agrees to exercise reasonable efforts to use the Service regularly in the normal course of business.. Except as otherwise expressly stated herein, Customer agrees -to provide any' equipment; and all software, development and other services necessary to use the Service. Customer further agrees to bear its own expenses relating to the use of the Service,. including, without limitation, (i) software, wiring, and/or power sources needed to use .the Service; and (ii) all' applicable federal, state, local, value added and foreign sales or other taxes, if any, associated with Customer's use of the Service. 1.5 Service Delivery. Participation in the trial of the Service does not -obligate Verizon'to provide all or any part of the. 'Service to .Customer on a commercial basis, nor does it obligate Customer to accept the Service from Verizon on.a commercial basis. Verizon reserves the right to abandon all or any part of the Service and/or the commercial product at any time and without any obligation or liability to Customer, and this Agreement does not prevent'Verizon from entering into similar arrangements with third parties. 2. Personnel 2.1 Independent Contractors. The Parties are independent contractors to one another, and nothing in this Trial Agreement creates an agency, partnership, or joint venture relationship between them. Nothing in this Agreement creates an employer-employee relationship between Customer and either Verizon or any employee or agent of Verizon. VERIZON CONFIDENTIAL Page 1 of 5 2.2 Third Party Products and Services. As part of this Trial Agreement, Verizon may direct Customer to third parties having products or services which may be of interest to' Customer for use in conjunction with the Services. Notwithstanding any Verizon recommendation, referral or introduction, Customer will independently investigate and test third -party products and services and will have sole responsibility for determining suitability for use of third -party products and services, and for any contracts Customer enters into with third parties. Verizon has no liability with respect to claims related to or arising from use of third -party products and services. This provision does not apply to the work of subcontractors or other agents that is done on Verizon's behalf. 3. Free Trial. Verizon will provide the Services described in the SOW at no charge. 4. Term and Termination. The term of this Trial Agreement ("Term") is 120' days and shall run co -terminus with the SOW. Verizon may terminate this Trial Agreement and the SOW by providing Customer five (5) days prior written notice. 5. Confidentialit Commencing on the date Customer executes this Trial Agreement and continuing for a period of 1 year from the termination of this Trial Agreement, each party shall protect as confidential (and protect it from disclosure using the same degree of .care it uses for its own Confidential Information, but no less than a reasonable degree of care), and shall not disclose to any third party except as provided herein, any information received from the disclosing party or otherwise discovered by the receiving party while. this Trial Agreement is in effect (in whatever form) designated as .confidential by the disclosing party by conspicuous markings (if tangible Confidential Information) or by announcement at the time of initial disclosure. (if oral Confidential Information) or if not so marked or announced should reasonably have been understood as confidential to the disclosing party (or one of its affiliates or subcontractors), either because of legends or other markings.. the circumstances of disclosure or the nature of the information itself and that (i) relates to this Trial Agreement or changes to this Trial Agreement; (ii) relates to the disclosing party's pricing, technology, .business affairs, marketing,, sales plans, customers, products, services, developments, trade secrets, know-how or ,personnel; and (iii) is received by the receiving .party from the disclosing party during the term of this Trial Agreement; (collectively the "Confidential Information"). The Parties shall use Confidential Information only for the purpose of this Trial Agreement. Verizon and Customer may disclose. Confidential Information to subcontractors and consultants solely for the purpose of performing and using the Services as applicable. The foregoing restrictions on use and disclosure of Confidential Information do not apply.to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; '(b) is or becomes publicly known, through no: wrongful act or omission of the receiving party; (c). is received without restriction from'a !third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to, the Confidential Information' (e) is required to be. disclosed by law,, regulation, or court ,or governmental order; or (iv) is comprised of statistical information, or other aggregated information insofar as such information does not identify Customer or its computer network or computer systems. 6. License Grant 6.1. License. Subject to the terms and conditions of this Agreement, Verizon grants Customer a limited, nonexclusive, revocable, non -transferable license (without the right to sublicense) to use and evaluate the Service for its internal, non -production purposes. Customer acknowledges and agrees that the Service is provided hereunder for .Customer's internal evaluation purposes only.and may not be used for any commercial .purposes whatsoever. 6.2. Ownership. Verizon and its suppliers shall own and retain all right, title and interest in and to the Service, all intellectual property rights in the Service, and any derivative works'thereof. Customer does.not acquire any other rights, express or implied, in the Service. VERIZON RESERVES_ ALL RIGHTS' NOT EXPRESSLY GRANTED HEREUNDER. 6.3. Feedback. Upon 'Verizon's request, Customer agrees to participate in review meetings to be held at mutually agreeable times in order to review and discuss the results of Customer's testing activities, and Jo "respond to any specific inquiries regarding Customer's use of the Service. Customer will provide Verizon with feedback concerning the functionality and performance of the Service including, without limitation, identifying potential errors and 'improvements based on Customers use and evaluation of the Service. "Feedback" means information relating to the Service's performance and suggestions for changes, modifications .or improvements to the Service. Feedback and other information which is provided by Customer to Verizon in connection with the Service, or this Agreement may be used by Verizon to improve or enhance the: Service and Verizon and its suppliers shall own all intellectual property rights in Feedback and may otherwise exploit such Feedback and information without' restriction and the. .Feedback shall be deemed Verizon Confidential Information. Verizon may use the Feedback for press releases, advertisements, and customer success stories on VedzoWs web site, among other things, provided Verizon will not -identify the Customer in any ofthe above without Customer's written consent. 6.4. Restrictions. Customer will not, and will not permit any third party to resell, sublicense, rent, lease,'time-share; copy, modify, create derivative works of, translate, reverse engineer, decompile, disassemble, or otherwise access or use- VERIZON CONFIDENTIAL Page 2 of 5 the Service for purposes of benchmarking or creating a competitive product. Customer shall not publish or disclose to any third party any Feedback relating to the Service. 7. Customer's Right to Use Deliverables 7.1 Deliverables. Verizon may provide Customer with reports and/or documentation, as more specifically described in the SOW ("Deliverable(s)"). Verizon shall retain ownership, including all intellectual property rights, in any and all (i) portions of any Deliverable that were not unique to Customer and created by Verizon in -the performance of this Trial .Agreement for and provided to Customer, and (ii) all underlying materials owned by Verizon that are incorporated into any Deliverable (i.e., materials developed other than as part of the Services, such as templates, forms, underlying methodologies) (collectively "Verizon Underlying Materials'). To the extent any Verizon Underlying Materials are incorporated into any Deliverable, Verizon hereby grants to Customer for the Term .of the Trial Agreement a non- exclusive, royalty -free license to use such Verizon Underlying Materials; provided that Customer may only use such Verizon Underlying Materials in connection with the Deliverable andnot as a standalone product. The Verizon Underlying Materialsshallbe subject to the confidentiality obligations found in this Trial Agreement. 7.2 Customer Reservation of Rights. Customer shall retain ownership in any and all underlying materials owned by Customer or licensed to Customer from third parties (other than Verizon) that are provided to Verizon and incorporated into any Deliverable (collectively "Customer Underlying Materials"). Verizon's rights: to any Deliverable shall be subject to Customer's rights to Customer Underlying Materials. 7.3 Verizon Reservation of Rights. Except as expressly granted herein, Customer receives no ownership, license; or other interest in any intellectual property created or delivered by Verizon, whether in connection With its performance of this Agreement or otherwise. 8. Warranties and Disclaimers 8:1 Warranty Disclaimer. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. VERIZON AND ITS SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE TRIAL SERVICES, THEIR AVAILABILITY, QUALITY OR PERFORMANCE. VERIZON SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF' MERCHANTABILITY, TITLE,, NON -INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR A PARTICULAR PURPOSE. USE OF THE TRIAL'SERVICES IS AT CUSTOMER'S OWN RISK. 8.2 Disclaimer of Certain Damages. Neither party shall be liable_ to the other for any indirect, consequential, exemplary, special, incidental or punitive damages, including without limitation loss of use or lost business, revenue, profits, or goodwill, or loss of data arising in connection with this Trial Agreement, under any theory of tort, contract, indemnity, warranty, strict liability or -negligence, even if the party knew or should have known of the possibility of such damages. 8.3. Limitation of Liability. IT IS UNDERSTOOD THAT THE SERVICES ARE PROVIDED TO CUSTOMER WITHOUT CHARGE FOR PURPOSES OF EVALUATION ONLY. TO THE. FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF VERIZON AND ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR RELATED TO, THE TRIAL. SERVICES EXCEED $100. CUSTOMER ASSUMES ALL RISKS AND ACKNOWLEDGES THAT VERIZON AND/OR ITS SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES (DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY' PUNITIVE, OR, SPECULATIVE) INCLUDING, BUT NOT LIMITED TO, PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF PROFITS, LOSS,OF DATA, INTERRUPTION OF BUSINESS, USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SERVICES, HOWEVER CAUSED, WHETHER .FOR BREACH .OF WARRANTY, CONTRACT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATING TO THE SERVICES. 9. Geographic Limitations. Unless expressly stated to the contrary in SOW, Services are offered to Customer only in the United States. 10. Compliance with Laws. Customer agrees to use the Service for lawful purposes only and in compliance with all applicable laws, rules and regulations. Customer acknowledges that the export, import, and use of certain hardware, software,, and technical data provided hereunder is regulated by the United States and other governments and agrees to comply with all applicable federal, state and local laws and regulations, including the U.S. Export Administration Act, the regulations promulgated thereunder by the U.S. Department of Commerce, and any other applicable laws or regulations (collectively; "Laws'). Without limiting -the generality of the foregoing the Parties further agree: VERIZON CONFIDENTIAL Page 3 of 5 16.1 Customer shall not exportre-export; release, transfer or allow the diversion of any items, hardware, software, technology, or the;direct.product of'.such technology obtained by Customer under;this Trial Agreementwithout first complying fully•with all.applicable Laws. 10.2 Customer shall not conduct business with any company, individual, organization or country that -is subject to trade sanctions, embargoes, or other restrictions under any Laws, nor any entity that is involved in ,an end use prohibited under any Laws. 10.3 Customer shall cooperate with and provide all necessary information to Verizon in:order to facilitate full compliance with all Laws. - 10.4 .Customer is not subject to any U.S. government or other relevant government order suspending, revoking or denying export privileges. 11. 'Customer Data and Required Approvals. 11.1 Verizon will, by virtue of providing the Services. to -the Customer, come into possession of Customer Data. "Customer Data" includes, but is not limited to, Customer and end user usage data and other 'data containing personal and/or private information -of the Customer, its °employees :orusers of the%Service, and, other'data provided to. or obtained by Verizon;,its affiliates; subcontractors and agents, inconnection with the provision of the Service, The Customer warrants that it has obtained and will obtain all consents and permissions from and has provided and will provide .all required notices to relevant parties in connection with the' Service. The Customer grants Verizon;, its affiliates, subcontractors; and agents the right to collect, access, use,. disclose, or permit access to Customer Data as required in order to comply with lawful legal process, to provide the. Services, to analyze; measure and optimize the performance of the Services, and for additional business.,purposes such as to develop 'new offerings to meet the needs of Customer. Additionally; Customer grants Verizon and. its: affiliates the,:authority to use aggregate and de -identified Customer Dataforadditional purposes, including`Wt.riot limited to development of data -products I for sale, licensing, and distribution to third parties. The'Customer bears responsibility for controlling the type of end User data .collected. Verizon will use, commercially reasonable efforts to. protect, Customer Data against. accidental of unlawful destruction or accidental loss, unauthorized_ disclosure or access. Customer understands and agrees that Verizon cannot guarantee the security of the Service. Verizon is not responsible, and will-not'be liable°for any non -responsiveness or -failures in transmission or storage of any Customer Data including, without limitation, any failures or other issues resulting from (i) wireless connectivity. latency, (ii) wireless connectivity, latency introduced.by security protocols, (iii) hardware, or software equipment operated :by Customer or its authorized users; or (iV) failures, delays or downtime of any kind relating to the Customer's interface or Customer's applications. 11.2 'Customer additionally represents, warrants and covenants to Verizon that (a) it has obtained and will maintain during the term of this Agreement all permits, orders, -approvals, authorizations or similar consents'("Approvals") required in order for.Customer to access and operate the Services a's provided in`this Agreement and any applicable Statement of Work and (b) Customer's use of the Customer Data.will comply with all Laws. During the Term, Customer shall promptly infoni Verizon of any requirements under applicable Laws which impact'the provision of the Services, including, without limitation, any Laws applicable to Customer Data and the.collection, retention and use thereof. 12.Insurance; 12.1 Customer shall maintain, during the Term ofthis Trial Agreement, af.its own expense, the following insurance with commercially reasonable deductibles or retentions: 12.1.1 Worker's Compensation and related insurance as prescribed by the law of'the state in which the work is performed; 12,1,2 Employer's liability insurance with Iimits of at least $1,000,000 each accident/disease -each employee/disease-policy limit; and 12:'1.3 'Professional Liability (Errors and Omissions) with limits not less than $1,000,000 per claim (this risk may be self-insured if Customer maintains a minimum net.worth of $200;000,000 on.a consolidated basis as substantiated in the most recent public financial statements); and 12.1.4 Commercial General Liability Insurance on an occurrence form (including, but not limited to,.premises- operations, third party property.damage;,contractual liability, independent:contractors, personal/advertising injury) and, if the use of automobiles is required, business automobile liability insurance, each with limits.of at least VERIZON CONFIDENTIAL. Page 4 of 5 $5,000,000 combined single limit coverage for bodily injury, including death, and property damage. (Limits may be satisfied with primary and/or umbrella excess coverage.) 12.2 The insuring carriers shall be rated at least A- by AM Best. Such policies shall be primary and non-contributory by Verizon and include a waiver of subrogation in favor of Verizon. Verizon shall be named as an additional insured' on all general and automobile liability policies. Customer shall furnish to Verizon certificates of such insurance within ten (10) days of the request and with each policy renewal. Should any of the above-described policies be cancelled before the expiration date thereof, notice will be delivered to Verizon at least thirty (30) days in advance ,of policy cancellation. Customer's insurance program will provide that the insurer or the insured's representative provide'Ver izon with thirty (30) days written notice of policy cancellation. The fulfillment of the obligations hereunder in no way modifies Customer's obligations to indemnify Verizon under this Trial Agreement. 13. Assignment. Verizon may assign this Trial Agreement or any of its rights hereunder to an affiliate: Customer -may not assign this Trial Agreement without the prior written consent of Verizon. 14. Notice. All notices; requests, or other communications (excluding invoices) hereundershall be in writing and transmitted via overnight courier, electronic mail, hand delivery or certified or registered mail, postage prepaid and return receipt -requested to the parties at the address listed in the preamble of this Trial Agreement. -Except as, otherwise provided, notices will be deemed to have been given when sent to. the address listed in the preamble of this Trial Agreement for each party. 15. Governing Law. This: Trial Agreement shall be governed by the laws of the State of Indiana without regard to its choice of law principles. 16. Entire Agreement. This Trial Agreement including the SOW (and other documents incorporated herein by reference) constitute the entire agreement between the Parties with 'respect to the Services and supersedes all other representations, understandings or agreements that are not expressed herein, whether oral or written. Except as otherwise set forth herein, .no amendment to this Trial Agreement shall be valid unless in writing and signed by, both Parties. Any requirement. for a signature in this Trial Agreement or any amendment may be satisfied by email or facsimile transmission of an original signature. EVIL. Cellco Partn ip / 1 eri on Wireless The City ofCarmel B rd of Public Works, and Safety By: Signature: Name: Todd t_occisan James Brainard, Presiding Officer Title: Executive Director - Contracts Date: Date: C, iQ 2<3 Si natur . Mary Ann Burke, Utember Date: Signature./ _ r i Lori S. Watson tuber Date: VERIZON CONFIDENTIAL Page 5 of 5 f . Exhibit 1 Verizon Intelligent Lighting Trial Agreement SOW 1 Description of Project. Verizon will provide Customer a Trial of the Intelligent Lighting Service, by installing new Smart connected controls that act as a pilot for Verizon to test compatibility with the Service as well as with Verizon's ThingSpace platform. Any terms capitalized in the SOW which are not defined herein shall have the meaning given to them in the Trial Agreement. 1.1 Scope of Work. During the Trial, Verizon will provide Customer with the Service including the component parts described below: 1.1.1 Hardware. Verizon will provide and install TOTAL DESCRIPTION ....... __ _ ........ _._. _.._.._... 31* SYNAPSE DIM 10-250-1.1-1.20-277V WIRELESS CONTROLLER, PM 5AMP RELAY, METAL CASE, SENSOR INPUT 31 SUSPENSION ADAPTERS 31 JANTENNAXIT, 18" COAX GABLE -WITH: OUTDOOR STRAIGHT ANTENNA OOD'CELLULAR' GATEWAY 1.1.2 Features and Functionality of the Service: The streetlights will be controlled by the Central Management System (CMS) and have the ability to report "ON/OFF" and dimming and provide alarm and energy consumption data through a web - based graphical user interface . 1.2 Verizon Trial Management. Verizon will appoint a Verizon Trial Lead manager that will: a) Serve as Verizon's single point of contact for interfacing with customer's Trial Lead Manager; b) Contact Customer's Trial lead Manager to discuss pre -Trial kick-off meeting materials required; c) Coordinate scheduling of the Trial kick-off meeting; d) Facilitate the Trial kick-off meeting; e) Coordinate and lead Trial reviews; D Manage day-to-day Trial activities. 1.3 Customer Trial Management. Customer shall appoint the following points of contact (POCs) in order to receive Services under this SOW: Role Responsibility Customer's Trial Lead Manager' Available as needed to meet with assigned personnel .and Verizon resources on matters pertaining to this Trial. Information technology Will work with Verizon on server and networkin POCs setup/configuration. 1.4 Trial Preparation. Pre -Kickoff meeting working sessions: a) Verizon distributes pre -requisite documentation; b) Verizon and Customer develop the problem statement, which includes a mutual understanding of the Trial and defines the web and mobile application for integration. c) Verizon and Customer discuss inclusions/exclusions; d) Verizon and Customer discuss key assumptions; e) Verizon and Customer discuss evaluation criteria/metrics; f) Verizon and Customer discuss stakeholder's roles and responsibilities; g) Verizon and Customer discuss the Trial timeline and work flow. h) Verizon and Customer prepare kickoff meeting presentation 1.5 Trial Timing and Flow. 1.6 Initial trial timing is 120 days with a proposed renewal period to be determined by Verizon, subject to a revised Trial Agreement and SOW. In order to launch the Trial, Verizon and/or Customer will do the following: 1.6.1 Customer Responsibilities Prior to Trial Prior to launching the Trial, Customer will provide access to the lighting. infrastructure through the Village public works team, utility, and any associated agencies. Customer will provide a designated technical main point of contact with responsibility for the trial deployment. 1.6.2 Verizon Responsibilities Prior to Trial Prior to launching the Trial, Verizon will: (a) Survey the project site and obtain the needed data for the light fixture replacement. (b) Obtain necessary legal approvals for the Trial. 1.6.3 Customer Responsibilities During the Trial: During the Trial, Customer will: 1) Designate a technical point of contact and/or Project Manager responsible for the trial deployment 2) Provide access to the lighting infrastructure through the village lighting team and any associated agencies 3) Collaborate with Verizon for installation purposes during the deployment. 1.6.4 Verizon Responsibilities During the Trial: During the Trial, Verizon will: 1) Provide and install 31 suspension adaptors 2) Provide and install thirty-one (31) control nodes. 3) Provide and install thirty-one (31) attenna kits 4) Provide and install one (1) gateway. 5) Set up the cloud system and CMS UI 6) Perform frequency interference scan to reduce the RF communication interference for the control system. 7) Test and commission the lights and control system. 8) Provide access to CMS for the Trial. 9) Provide customer training after completing the project which shall be coordinated with the customer. Training will be in person at the customer's location and will cover schedules, reporting, and alarms. 10) Decommission the controls upon completing the test period. 11) Remove the installed controls on the street poles. 1.6.5 Trial Expiration & Termination. Customer shall within five (5) business days following the sooner of Trial expiration or termination notify Verizon whether Customer desires to extend the trial, subject to a new SOW between the parties. If the Trial Agreement is not extended, Verizon shall recover all equipment provided for the trial at the conclusion of the trial. 2 Deliverables and Documentation to be produced by Verizon (if any). Verizon shall provide the following deliverables during the Trial: 1. The Service and training materials. 2. Initial testing of Thingspace platform for services integration Documentation to be produced by Customer (if any). In addition to any documentation needed to commence and provide the Trial, Customer shall specifically be required to provide the following: 1. Customer -completed Trial Success Criteria. 2. Customer trial test results. 3. Customer feedback and comments on how Verizon can improve the Services with regard to functionality, user experience, and/or reliability. 4 Conditions a) Customer is responsible for identifying and interpreting applicable laws, regulations, statutes, and contracts that affect Customer's applications, systems, or programs to which Verizon will have access during this Trial, and ensuring that the aforementioned applications, systems, and programs meet the requirements of applicable laws, regulations, statutes, and contracts, if any; b) Customer will configure network connectivity between Verizon and Customer. c) Customer will provide Verizon personnel with access to network(s), system(s), and machine or system time, related services, relevant documentation, physical premise, and supplies as necessary to allow Verizon to perform the Services; d) Customer will make its personnel available to support the Service as necessary. e) Customer will coordinate and complete Customer tasks on a timely basis per the communicated timelines. f) Customer will provide and manage content of any Customer data files; select, and implement controls on the access and use of such files; and maintain the security of the stored data. g) Verizon will provide all Services remotely and no on-site personnel will be used to provide the Services. Rates and Charges. Per Section 3 of the Trial Agreement, Verizon will provide the Services at no charge to Customer. Term of SOW. The Term of this SOW will commence upon Verizon's signature of the Agreement and shall expire ninety (90) days thereafter unless sooner terminated or extended by the parties.