HONEYWELL AUTOMATION COLLEGE TRAINING AGREEMENT

1.0  TRAINING POLICY AND PROCEDURES 1.1  General The training and training materials are made available to Customers only under the terms and conditions of this agreement.  “Customer” is a party who has purchased Honeywell Automation and Control Solutions’ Products/Software for the Products/Software intended use, an engineering/contracting firm who is acting on behalf of a Customer under a written agreement in the implementation of Honeywell Products/Software, or a party who, in Honeywell's discretion, is determined to be a customer.  Classes conducted at Customer sites are intended only for employees of the Customer unless a separate written agreement providing otherwise is in effect.  Any location identified by the Customer other than a Honeywell Training Center for training will be considered a Customer site. The number of students permitted to attend a class conducted at a Customer site is limited to ten (10), unless otherwise stipulated in the proposal.  Customer shall be charged additional course delivery fee for each additional student attending such a class.  Honeywell training materials, including materials in documentary or electronic format and audio/visual materials ("Training Materials") must be used solely for their stated purpose.  Training Materials are copyrighted and shall not be reproduced or copied, in whole or in part, without Honeywell prior written authorization.  Copying, duplicating, or otherwise distributing the Training Materials is a violation of law.  No photography, videotaping, filming or audio recording by Customer is permitted during any training sessions performed under this agreement. 1.2  Enrollment Customer is ENROLLED in a class when a request has been received by Honeywell via email, web, or phone.  Enrollment status is PENDING until full payment is received.  Enrollment status is changed from PENDING to CONFIRMED upon receipt of full payment.  Honeywell's cancellation policy applies to all enrollments, including PENDING enrollments.  Customer may request enrollment information via the Honeywell website, but must communicate directly with the registrar to complete the enrollment process. 1.3  Tuition Tuition payment information for Automation College standard curriculum course offerings is due thirty (30) days prior to the start of a class in the form of a check, credit card, or purchase order authorizing Honeywell to invoice the Customer upon completion of the class.  Tuition for training included as part of a Honeywell Product/Software order is considered paid at the time invoice for the Product/Software order is paid.  Billing for Customer site classes paid for by a purchase order will occur after the course completion, except for sites at which an individual class continues for more than three (3) weeks.  In this case Customer will be billed monthly as segments of the training defined in the purchase order are completed. Tuition for custom coursework developed by Automation College to Customer specifications is due thirty (30) days prior to the start of the class. 1.4  Payment for Automation College Training Tuition may be paid by credit card, purchase order, or check.  Customer is responsible for arranging payment prior to the start of a class conducted at Honeywell Automation College.  If Customer has an after-market services agreement and elects the Training Match option by contributing up to 10% of Honeywell Solution Enhancement Support Program (SESP) price, Customer may use this method of payment when enrolling for a class. Unless purchasing training under the Training Match option, a valid credit card must be used to secure enrollment.  The credit card authorized purchase amount must allow for the full tuition payment to be processed. MasterCard, VISA, and American Express cards are accepted.  The credit card is not processed until the first day of class.  If other payment methods are preferred, a check or purchase order is required by the first day of the class.  If other payment is not received by the first day of class, the credit card will be processed. 1.5  Payment for Customer Site Training Tuition may be paid by credit card, purchase order, or check.  Customer is responsible for arranging payment at least thirty (30) days prior to the start of a class conducted at Customer site. Under a purchase order Customer will be billed after class completion, except for sites at which an individual class continues longer than three (3) weeks.  In this case Customer will be billed monthly as segments of the training defined in the purchase order are completed. 2.0  CANCELLATION 2.1  Classes at Honeywell Automation College Cancellation, postponement or rescheduling of any class must be arranged at least fifteen (15) business days prior to the start of the class to avoid a late cancellation/reschule fee.  If tuition has been paid by check and Customer requests a refund, the refund will be made by check, otherwise, Customer tuition payment will be applied to Customer's rescheduled training.  Customer will be invoiced a cancellation fee of $100.00 per class if notification to cancel or reschedule is received less than fifteen (15) business days prior to the start of class.  If Customer fails to attend the class without canceling, the Customer will be invoiced the full tuition amount and no refund will be granted.  Notification of cancellation must be sent by email to the Honeywell Automation College at automation-college@honeywell.com. 2.2  Classes at Customer Site Cancellation must be arranged at least thirty (30) business days prior to the start of a class to avoid a late cancellation fee. Customer will be invoiced a cancellation fee of fifty percent (50%) of the tuition amount for class if notification is received less than thirty (30) business days prior to the start of class.  Customer may also be invoiced for any actual expenses incurred by Honeywell, including without limitation expenses for shipment of equipment, Training Materials and Customer-special databases. 2.3  Customer Rescheduling - Customer Site Training Customer shall be charged a rescheduling fee of ten percent (10%) of the tuition fee per class if notification is received less than fifteen (15) working days prior to the start of the class. In addition, the Customer will be charged for any additional expenses incurred by Honeywell, including but not limited to arrangements of travel and living, shipments of equipment or materials, development, and preparation of customer-special databases. 2.4  Customer Refund Honeywell will only refund tuition payments received for standard curriculum course offerings if notified by Customer at least thirty (30) business days prior to the start of the class.  Tuition for custom coursework developed by Automation College to Customer specifications is non-refundable. 2.5  Honeywell Cancellation Honeywell reserves the right to cancel or reschedule any class up to fifteen (15) business days prior to the scheduled start date.  Tuition payments received may be applied as tuition for other classes or refunded at Customer option.  If Customer attendee must leave an in-center class before completion, Customer is entitled to return and complete the class at a date mutually agreed upon at no additional tuition charge.  No refunds shall be given in this case. 3.0  COMPUTER BASED TRAINING (CBT) Computer Based Training Products delivered to Customer shall be deemed accepted by Customer unless Honeywell is notified of any defect in the Product within ten (10) calendar days after receipt.  The Product claimed as defective must be returned to Honeywell within fifteen (15) calendar days after Customer notification to Honeywell.  The sole Honeywell obligation in this case is exchange of the Product for a functional version of the same product type. If Honeywell examination of the Product does not indicate any defect then Customer is responsible for any costs relating to return or re-stocking of the Product. 4.0  HOTELS AND AUTOMOBILE RENTALS Customer is responsible for making all travel arrangements for his/her class.  As class schedules may change, the purchase of non-refundable tickets is not recommended. 5.0  CUSTOMER TRAINING PROGRAM 5.1  Training Materials Training Materials supplied by Honeywell in documentary, electronic and/or audio/visual format for use in Customer-developed training programs will be prepared in a professional manner and consistent with Training Materials used in Honeywell's training centers.  Honeywell is not responsible for the suitability of the Training Materials for Customer particular purpose.  All intellectual property rights in Training Materials supplied by Honeywell, and any modifications or improvements, are owned solely by Honeywell unless designated as otherwise by Honeywell.  Honeywell does not grant Customer the right to modify, copy, or distribute the Training Materials for any reason.  The Training Materials may only be used by the individual that attended the Honeywell course.  The Training Materials may only be used in conjunction with a Honeywell system at the company that paid for the class.  Only Honeywell may use the Training Materials for training purposes. 5.2  Site Course Manager Qualification – Train the Trainer Program Customer personnel may be nominated by Customer for training by Honeywell to become qualified as Customer Site Course Managers.  Only qualified Customer Site Course Managers will be authorized to use Honeywell-supplied Training Materials.  Personnel selected by Customer for training must meet the qualifications defined in ACS Global Training Services.  Upon successful completion of Honeywell training program and demonstration of competency in teaching ACS Global Training Services course as determined by Honeywell, the Customer personnel may be certified by Honeywell as Customer Site Course Managers for specific courses.  Honeywell does not warrant or represent the quality or suitability of any training provided by any Customer Site Course Manager; and Customer holds Honeywell and its affiliates harmless for any claims arising out of training by Customer Site Course Managers. 6.0  CONFIDENTIAL INFORMATION All Confidential Information disclosed to Customer by Honeywell shall remain the property of Honeywell and shall be kept confidential by Customer.  "Confidential Information" means written or machine-readable information (or oral information reduced to writing that Honeywell considers proprietary or confidential), including, but not limited to Computer Based Training Products and Training Materials.  These confidentiality obligations shall not apply to information which is (i) publicly known at the time of disclosure or becomes publicly known through no fault of Customer, (ii) known to Customer at the time of disclosure through no wrongful act of Customer, (iii) received by Customer from a third party without restrictions similar to those in this section, or (iv) independently developed by Customer.  Customer may not transfer or disclose Confidential Information or assign its rights or obligations under this section without the prior written consent of Honeywell.  All other transfers or assignments shall be null and void.  This section will survive termination or expiration of this agreement. 7.0  OWNERSHIP OF TRAINING PRODUCTS/SOFTWARE Honeywell may, at its discretion, provide Customer certain Honeywell Products/Software to be used in conjunction with training classes conducted at Customer site by Honeywell or Customer.  Honeywell shall at all times retain title to the Products/Software and does not grant any license of Products/Software to Customer. Customer use of provided Products/Software is limited to use in conjunction with training under this agreement.  Customer must immediately return any Products/Software provided for training upon request of Honeywell. Customer assumes the risk of loss while the Products/Software are in Customer possession.  Customer must reimburse Honeywell for all reasonable expenses to bring Products/Software to the same condition as originally received by Customer or replace the Products/Software at current list prices, at Honeywell option. 8.0  SOFTWARE LICENSE This software license applies only if Customer is not covered under an existing agreement or purchase order containing or incorporating a software license. 8.1  License Subject to these terms and conditions, Honeywell grants to Customer a nonexclusive license to use software and related documentation provided to Customer (collectively “Licensed Software”) solely for internal use by Customer for the purpose of participating in the training (“Licensed Use”). Customer may not directly or indirectly make any effort to deconstruct Licensed Software, including without limitation, translating, decompiling, disassembling, reverse engineering, or performing any other operation on Licensed Software to recover any portion of its contents.  Honeywell and its third-party suppliers retain sole ownership of the Licensed Software. 8.2  Additional Licenses or Use Customer must receive Honeywell prior written consent and pay additional license fees before transferring Licensed Software to any third party or using Licensed Software outside Licensed Use. 8.3  Copies and Modifications Customer may make only 2 copies (or the number of copies allowed under applicable law) of Licensed Software in non-printed, machine-readable form, to be used solely for archival or backup purposes (Archival Copies). Customer must include all copyright and trade secret notices and serial numbers on Archival Copies.  The Archival Copies are owned solely by Honeywell or its third-party supplier. Customer may not modify Licensed Software, except as authorized by Honeywell in writing. 8.4  Term and Termination of License The license under this Agreement is effective on the date Honeywell delivers Licensed Software to Customer. Honeywell may terminate this license at Honeywell’s convenience, without cause, or if Customer defaults in any manner under these terms and conditions, and does not remedy such default within ten (10) days after receiving written notice from Honeywell. Honeywell may terminate this license immediately if Customer is in bankruptcy, insolvency, dissolution, or receivership proceedings. Upon termination (i) Honeywell may repossess Licensed Software, Archival Copes and any other copies without further notice, (ii) Customer must immediately stop all use of Licensed Software and Archival Copies and (iii) Customer must return, destroy or delete from its system, as directed by Honeywell, all Licensed Software and Archival Copies. 8.5  Confidentiality Licensed Software must be kept confidential by Customer in perpetuity. 9.0  TRAINING Materials WARRANTY Training Materials delivered on software media, audio or visual tapes are warranted to be playable for a period of six (6) months from date of shipment.  In the event of failure, replacements will be sent upon Honeywell receipt of the defective media or tape.  Before returning defective media or tapes, Customer must contact a Honeywell Customer Care Specialist to make arrangements at 1-(800)-822-7673.  UNLESS OTHERWISE AGREED TO IN WRITING, THE FOREGOING REPRESENTS HONEYWELL'S EXCLUSIVE WARRANTY CONCERNING SOFTWARE MEDIA, VIDEO AND AUDIO TAPES. HONEYWELL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.0  LIMITATION OF LIABILITY IN NO EVENT SHALL HONEYWELL BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF HONEYWELL HAS BEEN ADIVSED OF THE POSSIBLITY OF THESE DAMAGES. THE AGGREGATE TOTAL LIABILITY OF HONEYWELL MAY NOT EXCEED THE PRICE PAID BY CUSTOMER UNDER THE PURCHASE ORDER OR THIS AGREEMENT. 11.0  COMPLIANCE WITH LAWS Customer must comply with all local laws and regulations applicable to the installation, use, import or export of Training Materials; Products/Software and Confidential Information delivered under this agreement.  Customer must not transfer, directly or indirectly, Training Materials, Licensed Software, Products/Software or Confidential Information licensed or delivered under this agreement, or any Product (or part thereof), process or service which is a direct product to (i) any nation, or its nationals, listed in the United States Export Administration Regulations, 15 C.F.R. Parts 730-799 (including all amendments), without the prior written authorization of the U.S.  Office of Export Licensing, or (ii) any party not entitled to the Training Materials, Licensed Software, Products/Software or Confidential Information under this agreement, without the prior written consent of Honeywell.   This section shall survive the completion, early termination, cancellation or expiration of this agreement. 12.0  INVENTIONS AND INTELLECTUAL PROPERTY Any and all inventions, discoveries, innovations, software (including source code) or information directly and proximately developed by Honeywell in connection with the training or Training Materials will be the sole property of Honeywell and may not be copied, reproduced or otherwise used by Customer except as permitted in this agreement or in writing by Honeywell. At Honeywell request and expense, Customer must execute such documents and take such other steps as Honeywell deems necessary or appropriate to obtain, vest, confirm or record ownership of all right, title and interest in the developed items in Honeywell name, including without limitation patent, trademark and copyright ownership.  Honeywell will also retain ownership of any of its own methodology used in connection with the training.   Customer acknowledges that Honeywell may freely use without limitation, and with no obligation to Customer, all critiques, comments, concepts or ideas provided by Customer with respect to the Training Materials. 13.0  HAZARD-FREE ENVIRONMENT Customer must provide a hazard-free environment for training at Customer site.  Damage due to hazardous environmental conditions will be responsibility of Customer.  Hazardous environmental conditions include without limitation, presence of hazardous substances, mold, asbestos, lead mercury, corrosive atmospheres, electrical spikes or noise or severe ambient temperature changes at Customer site. 14.0  SERVICES ON LIVE SYSTEMS Honeywell may not perform services on Customer equipment or systems in operation. If for any reason Honeywell personnel perform services on products, software or systems while on-line or operating in a live process, Customer must indemnify and hold Honeywell harmless from any costs, damages or liabilities (including attorneys fees and related costs) arising from any injury or death to persons or damage or loss of property. 15.0  NON-HIRING OF HONEYWELL PERSONNEL Customer must not employ or contract directly or through a third party including personnel agency, any Honeywell personnel assigned to provide training to Customer at any time during the term of the training plus one year after completion of training. 16.0  GENERAL Any change to or waiver under this agreement must be in writing; waiver in one case shall not be waiver in a subsequent case.  No rights are granted except as expressly granted in this agreement.  The laws of Arizona and the United States shall solely govern this agreement and all related disputes, without regard to any conflicts of law provisions.  Any obligations of Customer outstanding at termination of this agreement survive termination.  Notwithstanding anything to the contrary in other documents or agreements integrated with this agreement, this agreement shall govern with respect to all Training Materials, Confidential Information and Products/Software delivered under this agreement.  These terms and conditions contain the entire agreement between the parties as to the subject matter and supersede any prior representations or agreements, oral or written, and all other communications between the parties relating to the subject matter.  End of Transmission