Common use of Managed Services Clause in Contracts

Managed Services. 3.1 The Supplier will provide the Managed Services in accordance with the Statement of Work and the terms of this Agreement with all due care, skill and ability during the Term unless earlier terminated for any reason. 3.2 The Customer shall remain responsible for the use of the Managed Services under its control. 3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation to the elements of the Supplier’s System: a) the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack; and b) the Supplier controls or can control, the Supplier has sole liability for protecting those elements against Cyber-Attack. 3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writing. This includes informing the Supplier promptly in the case of a Cyber-Attack. In the event of any Cyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack unless such liability is incurred as a result of any negligent act or omission on the part of the Supplier. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). For the avoidance of doubt, the Supplier shall not be liable under this clause to the extent that it has advised and reported to the Customer on a vulnerability, issue, account, action or service exposure that has led to a Cyber-Attack, and the Customer has failed to take appropriate actions, or change security policies or procedures that have been reasonably recommended by the Supplier. 3.5 The Customer shall ensure that all systems, software, and equipment used by the Customer in connection with the Managed Services provided under this Agreement shall be maintained in accordance with Good Industry Practice and further agrees to promptly implement any updates or security improvements recommended by the Supplier to maintain such compliance promptly and, in any event within 30 days or, in respect of critical updates, within 72 hours of such notification.The Customer shall not provide the Managed Services to third parties without the prior written consent of the Supplier. 3.6 The Customer acknowledges that certain conditions outside of the Supplier’s control may adversely impact the ability of the Supplier to perform functions of the Managed Services. Examples of such conditions are listed below: a) failure of Customer Hardware, software or operating system; b) partial or full failure of Third Party Services; c) network connectivity issues between Local System Components and the Supplier’s platform; d) network connectivity issues between Local System Components and its third party’s servers. 3.7 The Supplier reserves the right to: a) modify the Supplier's System, its network, system configurations or routing configuration; or b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order. 3.8 If the Supplier breaches its obligations in Clause 3, the Supplier shall, at its expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.

Managed Services. 3.1 The Supplier 7.1 Unless otherwise agreed in writing by the parties or stated in a Quote, GDS will provide invoice and CUSTOMER will pay, monthly in advance for the Managed Services provided by GDS, including all applicable federal, state, provincial, local and other taxes, including value added tax and fees, including, if applicable, any fees established by a regulatory authority, which may be attributable to the sale or use of Managed Services These installation guidelines set forth the obligations of Customer with respect to installation of Equipment. Unless otherwise agreed to in accordance a quotation, Customer is responsible for meeting the requirements of these guidelines, at its sole expense. Customer is responsible for ensuring that the antenna has a clear and unrestricted view of the applicable satellite, at all times. Customer shall follow GDS' reasonable instructions with respect to positioning of the Statement antenna. Antennas should be not be installed near traffic ways. Customer warrants that it will supervise all third-party personnel requiring access to the antenna or the area surrounding it. In no event will GDS be liable damage to the antenna or failure of Work and the terms Network Services due to acts or omissions of this Agreement with all due carethird parties, skill and ability during the Term unless earlier terminated or for any reason. 3.2 The Customer shall remain responsible for the use of the Managed Services under its control. 3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation resulting health defects which may be incurred through such third party's proximity to the elements of the Supplier’s System: a) the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack; and b) the Supplier controls or can control, the Supplier has sole liability for protecting those elements against Cyber-Attack. 3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writingantenna. This includes informing the Supplier promptly in the case of a Cyber-Attack. In the event of any Cyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack unless such liability is incurred as a result of any negligent act or omission on the part of the Supplier. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). For the avoidance of doubt, the Supplier shall not be liable under this clause to the extent that it has advised and reported to the Customer on a vulnerability, issue, account, action or service exposure that has led to a Cyber-Attack, and the Customer has failed to take appropriate actions, or change security policies or procedures that have been reasonably recommended by the Supplier. 3.5 The Customer shall ensure that GDS has free and unimpeded access to and egress from the installation site. Customer shall obtain all systemsnecessary permits, softwareconsents and authorizations ("Authorizations") necessary for the placement of the antenna. Authorizations shall include but not be limited to consent from the building owner, licenses associated with use of the Equipment and equipment used by the Customer in connection with the Managed Services provided under this Agreement any governmental consents or permits. The antenna shall be maintained installed on a level surface. If roof installation if required, such requirements will be set forth in accordance with Good Industry Practice and further agrees the site survey. Unless otherwise agreed to promptly implement any updates in a quotation, Customer shall provide all equipment necessary for the installation. This may include, without limitation, use of a crane, scaffolding or security improvements recommended by hydraulic lifts. Customer shall ensure that there is sufficient space for the Supplier to maintain such compliance promptly andantenna. The following table sets forth the area around the antenna, which must be kept free from all other objects, in any event within 30 days or, in respect order to ensure safe and proper operation of critical updates, within 72 hours of such notification.The the antenna. Antenna Diameter (Meters) 1.0 1.2 1.8 2.4 3.7 Surface Area for Antenna (Meter) 1x1 2x2 5x5 6x6 9x8 Customer shall not provide make available to GDS all technical description and other information required by GDS relating to the Managed Services to third parties without the prior written consent construction of the Supplier. 3.6 The antenna foundation. GDS shall provide to Customer acknowledges that certain conditions outside of general static information for the Supplier’s control may adversely impact antenna foundation. Customer shall construct the ability of the Supplier antenna foundation according to perform functions of the Managed Services. Examples of such conditions are listed below: a) failure of Customer Hardware, software or operating system; b) partial or full failure of Third Party Services; c) network connectivity issues between Local System Components and the Supplier’s platform; d) network connectivity issues between Local System Components and its third party’s servers. 3.7 The Supplier reserves the right to: a) modify the Supplier's System, its network, system configurations or routing configuration; or b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order. 3.8 If the Supplier breaches its obligations in Clause 3, the Supplier shallGDS' specifications, at its sole expense. Customer is solely responsible for ensuring that the antenna foundation meets the requirements of any applicable law, use commercially reasonable endeavours rule, regulation, permit or Approval. Customer is solely responsible for the laying of any required IF cables and power cables. The distance between the antenna and the internal equipment shall not exceed 150m. Cables should not be laid parallel to correct any such non-conformance promptlyexisting power lines, or provide the Customer with an alternative means of accomplishing the desired performanceand should be protected against damage by vehicles, construction work, persons, etc.

Managed Services. 3.1 The Supplier 7.1 Unless otherwise agreed in writing by the parties or stated in a Quote, GDS will provide invoice and CUSTOMER will pay, monthly in advance for the Managed Services provided by GDS, including all applicable federal, state, provincial, local and other taxes, including value added tax and fees, including, if applicable, any fees established by a regulatory authority, which may be attributable to the sale or use of Managed Services These installation guidelines set forth the obligations of Customer with respect to installation of Equipment. Unless otherwise agreed to in accordance a quotation, Customer is responsible for meeting the requirements of these guidelines, at its sole expense. Customer is responsible for ensuring that the antenna has a clear and unrestricted view of the applicable satellite, at all times. Customer shall follow GDS' reasonable instructions with respect to positioning of the Statement antenna. Antennas should be not be installed near traffic ways. Customer warrants that it will supervise all third party personnel requiring access to the antenna or the area surrounding it. In no event will GDS be liable damage to the antenna or failure of Work and the terms Network Services due to acts or omissions of this Agreement with all due carethird parties, skill and ability during the Term unless earlier terminated or for any reason. 3.2 The Customer shall remain responsible for the use of the Managed Services under its control. 3.3 The Customer agrees and accepts that, and the Supplier gives no warranty or representation that, the Supplier can prevent a Cyber-Attack, and that in relation resulting health defects which may be incurred through such third party's proximity to the elements of the Supplier’s System: a) the Customer controls or can control, the Customer has sole liability for protecting those elements against Cyber-Attack; and b) the Supplier controls or can control, the Supplier has sole liability for protecting those elements against Cyber-Attack. 3.4 The Customer must take reasonable measures to ensure it does not jeopardise services supplied to third parties on the same shared access infrastructure as notified to the Customer by the Supplier in writingantenna. This includes informing the Supplier promptly in the case of a Cyber-Attack. In the event of any Cyber-Attack, the Supplier will work with the Customer to alleviate the situation as quickly as possible but shall have no liability or responsibility for any liability incurred by the Customer as a result of any Cyber-Attack unless such liability is incurred as a result of any negligent act or omission on the part of the Supplier. The Parties shall discuss and agree appropriate action (including suspending the Managed Services). For the avoidance of doubt, the Supplier shall not be liable under this clause to the extent that it has advised and reported to the Customer on a vulnerability, issue, account, action or service exposure that has led to a Cyber-Attack, and the Customer has failed to take appropriate actions, or change security policies or procedures that have been reasonably recommended by the Supplier. 3.5 The Customer shall ensure that GDS has free and unimpeded access to and egress from the installation site. Customer shall obtain all systemsnecessary permits, softwareconsents and authorizations ("Authorizations") necessary for the placement of the antenna. Authorizations shall include but not be limited to consent from the building owner, licenses associated with use of the Equipment and equipment used by the Customer in connection with the Managed Services provided under this Agreement any governmental consents or permits. The antenna shall be maintained installed on a level surface. If roof installation if required, such requirements will be set forth in accordance with Good Industry Practice and further agrees the site survey. Unless otherwise agreed to promptly implement any updates in a quotation, Customer shall provide all equipment necessary for the installation. This may include, without limitation, use of a crane, scaffolding or security improvements recommended by hydraulic lifts. Customer shall ensure that there is sufficient space for the Supplier to maintain such compliance promptly andantenna. The following table sets forth the area around the antenna, which must be kept free from all other objects, in any event within 30 days or, in respect order to ensure safe and proper operation of critical updates, within 72 hours of such notification.The the antenna. Antenna Diameter (Meters) 1.0 1.2 1.8 2.4 3.7 Surface Area for Antenna (Meter) 1x1 2x2 5x5 6x6 9x8 Customer shall not provide make available to GDS all technical description and other information required by GDS relating to the Managed Services to third parties without the prior written consent construction of the Supplier. 3.6 The antenna foundation. GDS shall provide to Customer acknowledges that certain conditions outside of general static information for the Supplier’s control may adversely impact antenna foundation. Customer shall construct the ability of the Supplier antenna foundation according to perform functions of the Managed Services. Examples of such conditions are listed below: a) failure of Customer Hardware, software or operating system; b) partial or full failure of Third Party Services; c) network connectivity issues between Local System Components and the Supplier’s platform; d) network connectivity issues between Local System Components and its third party’s servers. 3.7 The Supplier reserves the right to: a) modify the Supplier's System, its network, system configurations or routing configuration; or b) modify or replace any Hardware or software in its network or in equipment used to deliver any Managed Service over its network, provided that this has no adverse effect on the Supplier's obligations or performance under this Agreement and its provision of the Managed Services or the Service Level Arrangements. If such changes will have an adverse effect, the Supplier shall notify the Customer and the Parties shall follow the Change Order. 3.8 If the Supplier breaches its obligations in Clause 3, the Supplier shallGDS' specifications, at its sole expense. Customer is solely responsible for ensuring that the antenna foundation meets the requirements of any applicable law, use commercially reasonable endeavours rule, regulation, permit or Approval. Customer is solely responsible for the laying of any required IF cables and power cables. The distance between the antenna and the internal equipment shall not exceed 150m. Cables should not be laid parallel to correct any such non-conformance promptlyexisting power lines, or provide the Customer with an alternative means of accomplishing the desired performanceand should be protected against damage by vehicles, construction work, persons, etc.