agency service terms and conditions

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GSA – Agency Services
Effective as of 4/22/09
AGENCY SERVICE TERMS AND CONDITIONS
These Service Terms and Conditions shall govern Agency Services performed by UL and set out the responsibilities and
obligations of the Client. These Service Terms and Conditions are incorporated by reference into and are an integral part of
the Parties’ Global Services Agreement (the “Agreement”). The capitalized terms in these Service Terms and Conditions shall
have the same meaning as in the Agreement.
1.
Scope of Service/Agency Authorization. Client authorizes UL to act as Client’s agent to apply for certification from a third
party certifier and UL agrees to perform such Agency Services ("AS") for Client. Client authorizes UL to: (i) sign third-party
certifiers’ applications, contracts and other documents relating to obtaining third-party certification on behalf of Client;
(ii) receive correspondence, including invoices and test results from third-party certifiers on behalf of Client; and (iii) pay
invoices of third-party certifiers on behalf of Client. The specific services requested that Client requests UL to provide shall
be set in individual Quotations (“Quotation”).
2.
Fees. UL’s Quotation will establish the price for UL’s Services. UL's Quotation will include the price of the certification by
the third-party certifier and any testing by the third-party certifier. UL’s Quotation is subject to change at UL’s discretion,
upon reasonable notice to Client. UL may require a preliminary deposit before beginning services. Invoices are due and
payable without discount or set off within thirty (30) days of the date of UL’s invoice. Client shall pay the full amount of
UL’s invoices regardless of the result of its application to obtain certification from a third-party certifier. UL shall not pay
the third-party certifier until Client has paid UL. Client shall remain liable for all unpaid invoices from the third-party
certifiers notwithstanding that it has designated UL to receive and pay invoices.
3.
No Opinion. Client agrees that UL is not providing any opinions or findings regarding whether Client will be issued a
certification by the third-party certifier.
4.
Confidentiality. Paragraph 5 of the Global Services Agreement notwithstanding, Client authorizes UL to disclose Client’s
information to the third-party certifier(s) from whom Client seeks certification. Client also authorizes UL to transmit
unencrypted confidential information and other information through the Internet or a public network to e-mail addresses or
other locations provided by Client. Client acknowledges that UL-CCIC cannot guarantee the privacy and confidentiality of
such transmissions and agrees that UL shall not be liable for any damages resulting from such transmissions.
5.
Use of Names and Marks. AS shall not result in UL product safety certification of any product, or any authorization to use
the Marks. Except as otherwise expressly authorized by UL, Client shall not use UL's name, abbreviation, symbols, Marks or
any other form of reference which may be interpreted to mean Underwriters Laboratories Inc., its subsidiaries or affiliates, on
any goods or their containers or packaging, or in connection with any oral or written advertising, promotions, or otherwise.
6.
Independent Contractor. UL is an independent contractor. UL and Client intend that nothing in this Agreement shall be
construed as creating an employment relationship, joint venture or other business group or concerted action.
COPYRIGHT  2009 UNDERWRITERS LABORATORIES INC.
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