Remote Services Vertrag

Service Agreement for Use of Remote Services between

MTU Friedrichshafen GmbH, Maybachplatz 1, 88045 Friedrichshafen, Germany, company reg. no. HRB 630 227 (“MTU”) and the Customer governing the use of the Remote Services system provided by MTU for the Customer and defined Third Parties for the engines or systems specified in Appendix 1.

Remote Service contract number Hardware order number (Retrofit) or hardware (To be completed by MTU) provision engine order (Optionfit) (To be completed by customer)

Business address of “Customer”: Name/Company: First name: House no. and street: Post code: Town/City: Country: Tel./Fax: E-mail:

Private customer Trade customer VAT no.:

Postal address for correspondence (if different): Name/Company: First name: House no. and street: Post code: Town/City: Country: Tel./Fax: E-mail:

Monthly usage fee In the amount of Use free of charge agreed Period of free use month(s)

Link for access to Remote Service website https://remoteservices.mtu-online.com Workflow address for returning documentation to MTU, contract termination or renewal [email protected]

I. Service specifications

of 6 MTU Friedrichshafen GmbH Service Agreement for Use of Remote Services The Customer has purchased the Remote Service hardware under the terms of the contract for the supply of MTU Remote Service hardware equipment or contract of sale for an MTU engine with Remote Service hardware equipment, or been provided with the Remote Service equipment on purchase of the engine from MTU.

The Remote Service equipment in conjunction with this Remote Service Contract offers users access to remote monitoring of engine and/or system data for the engine(s)/system(s) listed in Appendix 1.

II. Scope of service a) Data transfer Data transfer will take place via the mobile phone network (mtm) as standard. Only the communication network of the MTU data communication services provider will be used for that purpose. The usage fee shall include the transmission charges of the MTU provider. MTU reserves the right to implement and use other connectivities (e.g. WiFi, satellite) in later stages of development. b) Data storage The data transferred shall be stored by MTU on a server solution owned by MTU. MTU reserves the right to also use standard industry cloud solutions for data storage in later development stages. c) Data visualisation/Data analysis

All functionalities of the Remote Service portal shall be available for use by the customer. A proactive service involving analysis of the data or use of the remote portal by MTU shall not be part of the contracted services or else must be separately agreed under a maintenance contract from our MTU ValueCare product portfolio if required.

The system technically enables remote implementation and updating of new software versions on the data logger. MTU reserves the right to continually develop the functionality of the system in order to increase the customer benefit and, to that end, to perform appropriate software updates when required. Updates that are free of charge may be carried out without prior notice and without agreement from the Customer. d) Service activation and access to the Remote Service website

The users defined by the Customer and MTU in Appendix 1 shall receive an access password for logging into the MTU Remote Service web application.

In order to activate the system, the “Commissioning Notification” in Appendixx 2 must be sent to the specified MTU Workflow address. MTU shall provide the desired access as soon as the system is commissioned and the properly completed and signed documents have all been received. e) Customer service & support

The Customer's MTU Service Agent is responsible for customer service in respect of the Remote Service system (contacts for engine/drive system may be different). III. Availability of the services and obligations of the Customer

of 6 MTU Friedrichshafen GmbH Service Agreement for Use of Remote Services The Customer hereby acknowledges that the services specified above require the unrestricted and largely uninterrupted availability of the (mobile) data communication network concerned in order to be able to achieve optimum results. MTU makes every effort together with its data communication services provider and the relevant roaming partners to ensure the best possible network coverage but does not offer any guarantee in respect of network availability. Therefore, the services are in some cases geographically limited to the reception and transmission range of mobile network infrastructure operated by the network operator concerned and may also be impaired in particular by atmospheric conditions, topographical features, the position of the vehicle/engine and/or physical obstructions. Furthermore, the provision of the services requires the functional capability and operational condition of the necessary mobile phone network. MTU shall make all reasonable efforts to rectify any such problems without delay or to bring about such rectification. The fundamental network requirements are to be verified by the Customer prior to installation of the system.

On commissioning of the system and completion of Appendix 2, the Customer must ensure that the system is connected to the electrical power supply and that a data connection can be established.

After commissioning, all documents are to be completed and signed and sent to the specified Workflow address.

The Customer must require its employees and all defined external users to sign a written undertaking to treat all engine/system data received from the MTU Remote Service system as strictly confidential. In particular, the Customer must ensure that the users do not communicate the access passwords to unauthorised Third Parties.

The Customer must inform MTU without delay if a user ceases to be an employee of the Customer or certain facts indicate that the user has contravened the confidentiality obligations.

The telemetry device is assigned on commissioning of the relevant engine numbers. MTU is to be informed of any change of that assignment (e.g. replacement of engine).

IV. Usage fees Unless otherwise agreed, the usage fee for the aforementioned services is charged per month and remote system and is invoiced twice a year.

The price stated is the net price exclusive of taxes, customs and duties. Indirect taxes or similar duties are to be paid separately by the customer as required by the applicable legislation in the country of use. The customer furthermore agrees to declare and pay all indirect taxes in connection with the services received in the country in which they are actually provided if the local statutory requirements so demand. The fee agreed is subject to a fixed price increase of 3% per annum.

Unless otherwise specified above or on the invoice issued by MTU, invoices shall be payable without deduction and without application of costs or charges within 30 days of the invoice date.

V. Ownership and use of data by MTU, confidentiality

of 6 MTU Friedrichshafen GmbH Service Agreement for Use of Remote Services MTU is the owner of the data transferred to the remote server and stored in its databases.

MTU shall comply with the statutory data protection requirements.

For the purposes of performing the contracted services and improving product quality, the Customer grants MTU the right to use and copy the data stored for the customer provided so doing is necessary for the provision of the services owed under the terms of this Contract. For the purposes of fault rectification, MTU shall also be entitled to make changes to the structure or format of the data.

The Customer grants MTU the right to make the data available to all authorised MTU contracted dealers for such purposes and/or to enable access to it on the Remote Services website without separate agreement from the Customer.

Where legally permissible and subject to the agreement of a non-disclosure agreement between the Contracting Parties concerned, the Customer shall grant MTU, its associated companies as defined by §§ 15 ff. AktG [German Companies Act] and their cooperative partners the right to use the data in connection with the development of engine health management, condition-based maintenance and other functions and business models.

Under any other circumstances the data will not be made accessible to Third Parties without the express approval and specification of the Customer as per Appendix 1. The Customer agrees that all transferred data may be analysed as necessary by MTU and its authorised partners and/or access to it enabled on the Remote Service site without separate agreement from the Customer.

MTU reserves the right to continue to use already stored data for internal purposes even after the Remote Service Contract has expired. The data will not be deleted.

VI. Liability

To the maximum extent permitted by applicable law, MTU disclaims any liability for the quality and correctness of data transmission, its visual presentation or for the data and information transferred via the Remote Service being correct and up to date.

The Customer hereby acknowledges that the remote monitoring data indicates only provisional diagnostic results and cannot replace careful and conscientious inspection of the engine/system.

To the maximum extent permitted by applicable law, MTU disclaims any liability for the consequences of faults, interruptions and functional impairment of the services and in particular the scenarios described in Item III Paragraphs 1 and 2.

of 6 MTU Friedrichshafen GmbH Service Agreement for Use of Remote Services In the event of slight negligence MTU shall be liable only if essential contractual obligations (cardinal obligations) have been violated such as those that the contract is fundamentally intended to place on MTU in accordance with its contents and purpose or the fulfilment of which are essential to the performance of the contract in the first place and on the fulfilment of which the customer regularly relies and may rely. Such liability shall be limited to the typical loss or damage foreseeable on conclusion of the contract.

Personal liability on the part of the legal agents, representatives or employees of MTU for loss or damage for which they are responsible as a result of slight negligence shall likewise be limited to the extent set out above.

Liability on the part of MTU in the case of malicious concealment of a deficiency, from the offer of a guarantee or acceptance of a procurement risk or as provided for by the Produkthaftungsgesetz [German Product Liability Act] shall not be affected. Liability limitations shall not apply in the event of deliberate intent, gross negligence or the endangerment of life, limb or health.

VII. Term and termination

This Contract shall come into force on commissioning of the Remote Service Equipment concerned (as per Appendix 2). The services under this Contract shall be provided to the Customer once all contractual documents including the Appendix have been received properly completed and legally signed.

The minimum term per remote equipment system is 24 months from date of commissioning. The term shall automatically be extended by a further six months if the contracted services in respect of the remote equipment concerned are not terminated in writing by either of the Contracting Parties three months before expiry.

If use free of charge has been agreed, then the Contract term shall end on expiry of the agreed period of free use. If continuation of the Contract on a chargeable basis is desired, the Customer shall so indicate in writing three months before expiry.

The Customer may not transfer the existing Remote Service Contract with MTU to a Third Party without the agreement of MTU. The same applies in the event that the Customer sells or permanently transfers the engine/system to a Third Party. Where the Customer omits to obtain the agreement of MTU regarding the transfer, the Customer shall release MTU from liability for any possible claims by Third Parties. Should such a transfer be desired, a new Contract for Use of Remote Services (including Appendices 1 and 2) shall be signed by the new Customer and sent to MTU.

Notice of termination, term extension in the case of free use, or transfer are to be sent to the specified Workflow address.

MTU shall be entitled to extraordinary termination if

a) the Customer sells or permanently transfers the engine/system to a Third Party; b) the Customer violates its contractual obligations.

of 6 MTU Friedrichshafen GmbH Service Agreement for Use of Remote Services By signing the contractual documents, the Customer confirms that it is the owner of the engine/system and/or is legally authorised by the owner to commission the work to be performed under this Contract.

Customer MTU Friedrichshafen GmbH

(Signature) (Signature) (Signature)

(Name in block letters) (Name in block letters) (Name in block letters)

(Date - dd-mm-yyyy) (Date - dd-mm-yyyy) (Date - dd-mm-yyyy)

Appendix 1 User and Engines Access Application Appendix 2 Installation and Commissioning Report for Remote Services

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