Common use of ROLES & RESPONSIBILITIES Clause in Contracts

ROLES & RESPONSIBILITIES. 1.1 Partner Models One or more Model Addenda may be included under this Agreement to define the roles and responsibilities of each party for the applicable partner model. Either party may derive rights from these General Terms & Conditions for as long as at least one Model Addendum is in effect. 1.2 Partner Policies Partner must comply with Partner Policies. Siemens may update Partner Policies from time to time, at its reasonable discretion. In the event of a conflict between Partner Policies and this Agreement, this Agreement will take precedence. 1.3 Partner Portal Siemens will provide Partner access to the Partner Portal, Partner Policies or other information as necessary to allow Partner to fulfill its obligations under this Agreement. To access the Partner Portal or any Siemens system, each Partner employee with a need to access such systems must have a personal webkey in a format defined by Siemens and assigned to a unique Partner email address. Partner will not use any information accessed in the Partner Portal for purposes other than those described in this Agreement. Partner must promptly notify Siemens if and when (i) a new employee requires a webkey, (ii) a Partner employee with a webkey is no longer employed by Partner or no longer requires a webkey, or (iii) Partner becomes aware that any of its employees have accessed or used any information within the Partner Portal for purposes outside the scope of this Agreement. All materials and information contained within the Partner Portal or any Siemens systems constitutes Siemens Confidential Information. 1.4 Partner Marketing & Promotion Partner will use reasonable commercial efforts to promote, advertise, and market Offerings at Partner’s expense. Siemens-approved branding, marketing materials, and messaging may be used by Partner in accordance with this Agreement and any requirements posted on the Partner Portal. Partner will obtain written consent from Siemens before any media releases or public announcements are made by Partner related to this Agreement. Siemens will not unreasonably withhold such consent. 1.5 Siemens Marketing & Promotion Siemens will provide Partner with marketing and communications support for the activities described in this Agreement. Siemens may advertise the signing of this Agreement or any Model Addendum and disclose Partner’s company name, territory, products offered, general terms, and Partner’s rationale for selection of Siemens as a provider. 1.6 Representations & Warranties Siemens’ standard terms and conditions available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇-▇▇▇▇▇ describe the Offering warranties. At its option, Partner may provide additional representations, warranties, or commitments to Customer that Partner alone will fulfill. Partner will ensure those additional commitments are not attributable to Siemens. Partner agrees to indemnify, hold harmless, and defend Siemens against any and all claims by Customers or third parties arising out of or related to any such additional representations, warranties, or commitments made by Partner. 1.7 Piracy Reporting & Sales Partner will not directly engage with any cases of suspected piracy or unauthorized use of Offerings (including, but not limited to acceptance of new or pending orders, renewal orders, and discussion or other communication related to existing or new commercial proposals on software) but will instead report any suspicion of piracy to Siemens. If set forth in an applicable Model Addendum, Partner will receive compensation in accordance with Siemens’ policy provided Siemens assigns such case/deal to Partner. Siemens may conduct investigations related to alleged piracy, use of unauthorized software, violation of license restrictions by Partner, Customers, or prospective Customer. If Partner, a Customer, or a prospective Customer has engaged in prohibited activities, Siemens reserves the right, in addition to all other rights and remedies available to Siemens, to reject new or pending orders from Partner or the relevant Customer or prospective Customer until successful conclusion of the applicable investigation and/or settlement negotiation. Siemens has the sole right to determine the settlement value of a license compliance settlement. Furthermore, if Partner is found to be involved in prohibited activities, Partner will reimburse Siemens for the costs of such investigation.

ROLES & RESPONSIBILITIES. 1.1 Partner Models One or more Model Addenda may be included under this Agreement to define the roles and responsibilities of each party for the applicable partner model. Either party may derive rights from these General Terms & Conditions for as long as at least one Model Addendum is in effect. 1.2 Partner Policies Partner must comply with Partner Policies. Siemens may update Partner Policies from time to time, at its reasonable discretion. In the event of a conflict between Partner Policies and this Agreement, this Agreement will take precedence. 1.3 Partner Portal Siemens will provide Partner access to the Partner Portal, Partner Policies or other information as necessary to allow Partner to fulfill its obligations under this Agreement. To access the Partner Portal or any Siemens system, each Partner employee with a need to access such systems must have a personal webkey in a format defined by Siemens and assigned to a unique Partner email address. Partner will not use any information accessed in the Partner Portal for purposes other than those described in this Agreement. Partner must promptly notify Siemens if and when (i) a new employee requires a webkey, (ii) a Partner employee with a webkey is no longer employed by Partner or no longer requires a webkey, or (iii) Partner becomes aware that any of its employees have accessed or used any information within the Partner Portal for purposes outside the scope of this Agreement. All materials and information contained within the Partner Portal or any Siemens systems constitutes Siemens Confidential Information. 1.4 Partner Marketing & Promotion Partner will use reasonable commercial efforts to promote, advertise, and market Offerings at Partner’s expense. Siemens-approved branding, marketing materials, and messaging may be used by Partner in accordance with this Agreement and any requirements posted on the Partner Portal. Partner will obtain written consent from Siemens before any media releases or public announcements are made by Partner related to this Agreement. Siemens will not unreasonably withhold such consent. 1.5 Siemens Marketing & Promotion Siemens will provide Partner with marketing and communications support for the activities described in this Agreement. Siemens may advertise the signing of this Agreement or any Model Addendum and disclose Partner’s company name, territory, products offered, general terms, and Partner’s rationale for selection of Siemens as a provider. 1.6 Representations & Warranties Siemens’ standard terms and conditions available at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇-▇▇▇▇▇ describe the Offering warranties. At its option, Partner may provide additional representations, warranties, or commitments to Customer that Partner alone will fulfill. Partner will ensure those additional commitments are not attributable to Siemens. Partner agrees to indemnify, hold harmless, and defend Siemens against any and all claims by Customers or third parties arising out of or related to any such additional representations, warranties, or commitments made by Partner. . 1.7 Piracy Reporting & Sales Partner will not directly engage with any cases of suspected piracy or unauthorized use of Offerings (including, but not limited to acceptance of new or pending orders, renewal orders, and discussion or other communication related to existing or new commercial proposals on software) but will instead report any suspicion of piracy to Siemens. If set forth in an applicable Model Addendum, Partner will receive compensation in accordance with Siemens’ policy provided Siemens assigns such case/deal to Partner. Siemens may conduct investigations related to alleged piracy, use of unauthorized software, violation of license restrictions by Partner, Customers, or prospective Customer. If Partner, a Customer, or a prospective Customer has engaged in prohibited activities, Siemens reserves the right, in addition to all other rights and remedies available to Siemens, to reject new or pending orders from Partner or the relevant Customer or prospective Customer until successful conclusion of the applicable investigation and/or settlement negotiation. Siemens has the sole right to determine the settlement value of a license compliance settlement. Furthermore, if Partner is found to be involved in prohibited activities, Partner will reimburse Siemens for the costs of such investigation.