WP E-Signature by Approve Me - Sign Documents Using WordPress -

OmniAir Authorized Field Test Site Agreement

OMNIAIR AUTHORIZED FIELD TEST SITE AGREEMENT

This OmniAir Authorized Field Test Site Agreement (the “Agreement”) is entered into as of (the “Effective Date”), by and between OmniAir Consortium, Inc., is a 501(c)(6) nonprofit trade association (“OmniAir”), with its principal office at 201 N. Union St., Suite 110, Alexandria, VA 22314, and the company identified immediately below (“Field Test Site”), with its principal office located at the address specified immediately below:

Company Name:

Company Address:

Field Site Name:

Field Site Address:

WHEREAS, OmniAir is the owner of a family of conformity assessment certification programs for specific Intelligent Transportation System (“ITS”) industry devices. In addition, OmniAir has developed certain certification program policies and procedures for all OmniAir owned or appointed certification programs with the goal of providing competent, impartial and consistent certification practices;

WHEREAS, the established OmniAir conformity assessment certification programs call for the certification testing of these devices by independently operated, third-party field test site operators that will verify device conformance to industry defined, standards-based requirements;

WHEREAS, Field Test Site is qualified to render such services, has completed the OmniAir Authorized Field Test Site Application, signed agreement and undergone the site visit/audit and recurring paper/site audit inspection in support of its services;

WHEREAS, after review of the application and results of the site visit/audit and inspection, OmniAir desires to retain the Field Test Site as an OmniAir Authorized Field Test Site to provide the contemplated certification and conformance testing facility and services (the “Services”) in conjunction with an OmniAir Authorized Test Laboratory (“OATL”) in producing testing data and test report for a device under application and;

WHEREAS, the parties desire to set forth herein the terms and conditions under which said Services shall be furnished.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

Section 1 – Definitions

Applicant – The legal entity or individual who applies for the certification of a specified product. This party is contractually and financially responsible for the cost of the conformity assessment evaluation process. An applicant must be a member in good standing with the OmniAir Consortium and maintain membership to display the OmniAir Certified trademark.

Authorization - A contractual agreement, documented decision and formal written recognition that a test entity meets and maintains conformance to the requirements of an OmniAir Authorized Field Test Site.

Authorized Field Test Site – An independent entity or entities authorized by OmniAir to execute field site testing on behalf of an OATL for device applicants for a specific certification program. The Authorized Field Test Site is listed according to the specific certification programs for which it has been evaluated and found to meet OmniAir authorization requirements.

Authorized Field Test Site Requirements – collectively include:

(a) Field Test Site’s obligations, responsibilities and duties outlined in this OmniAir Authorized Field Test Site Agreement; and

(b) The requirements, rules, policies and procedures generally applicable to all Authorized Field Test Sites (whether referred to as “field test sites,” “test site”, “OmniAir Authorized Field Test Sites” or “OAFTs) established for OmniAir membership, the OmniAir Certification Program Policy Manual 722-OA-CPPM and applicable certification scope. The OmniAir Authorized Field Test Site Program Manual 746-OA-AFTS and the individual OmniAir Certification Programs.

OmniAir Authorized Field Test Site List – Only those OmniAir Field Test Sites that have been granted authorization and have met OmniAir’s authorized Field Test Site requirements for a specific OmniAir Certification Program(s) will be listed on the OmniAir website.

OmniAir Qualified Test Equipment (OQTE)- A test tool or test system that (i) has been granted qualification by OmniAir and shall be used in conducting certification testing by a test laboratory and a field test site, in accordance with a Certification Program and (ii) at the time of such testing, has been approved by the OmniAir Technical Director and is identified on the OmniAir Qualified Test Equipment List.

OmniAir Reference Devices - Are certified devices with known measured values representing the industry norm and identified by OmniAir to use in the certification process. All field sites will utilize of combination reference devices from different sources that may include a competitor’s device.

Section 2 – Certification Program – Applicable Certification Program(s):

Section 3 – Scope of Services, Eligibility and Program Compliance

3.1 -- Field Test Site hereby acknowledges that is has received, reviewed, and understands the Authorized Field Test Site Requirements.

3.2 – Field Test Site agrees to house, operate, and maintain its own test facilities, qualified test tools and reference devices, in which tests are to be conducted in accordance with the Authorized Field Test Site Requirements.

3.3 -- Field Test Site hereby (a) represents and warrants that (i) it currently satisfies the Authorized Field Test Site Requirements in order to be approved as an OmniAir Authorized Field Test Site, and that (ii) all information provided to OmniAir in connection with this Agreement, its OmniAir Authorized Field Test Site Application and in conjunction with the site visit/audit and inspection and recurring paper/site audits is and shall be true, accurate and complete in all respects; (b) agrees that it shall at all times satisfy and comply with all Authorized Field Test Site Requirements then in effect, and that all such Requirements shall apply to Field Test Site’s participation in the Certification Program as an OmniAir Authorized Field Test Site; and (c) agrees to notify OmniAir within 60 days in the event it fails to satisfy any of the Authorized Field Test Site Requirements or decides to stop offering testing. If Field Test Site decides to stop offering testing, it nonetheless shall complete all testing initiated prior to the date of notice and within the 60-day notice period.

3.4 – Field Test Site shall perform the Services with the level of due care, skill, and diligence exercised by other companies in the testing, inspection and audit industry performing services of a similar nature under similar circumstance, and shall be responsible for the professional quality, technical accuracy, completeness, coordination, and timeliness (subject to Section 3.6 of this Agreement) of all items and Services furnished under this Agreement. Further, Field Test Site shall maintain the insurance coverages set forth in Section 5 herein during all times it is an Authorized Field Test Site and offering testing services. If Field Test Site fails to meet applicable professional standards, Field Test Site shall, upon Applicant or OmniAir’s written request, without additional compensation, correct or revise any errors or deficiencies in items or Services furnished under this Agreement.

3.5 – Field Test Site will be subjected to an audit every two (2) years or at the discretion of the OmniAir Technical Director based on changes in scope, feedback from OATLs, device manufacturers, other stakeholders or other circumstances. An Audit Summary Report will be added to Field Test Site’s OAFTs documents.

3.6 Field Test Site shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations, such as FCC radio operations, in performing the Services.

3.7 -- Except as specifically provided in a work order and agreed by Field Test Site, dates for completion of Services given by Field Test Site are estimates only and Field Test Site shall not be liable for any loss or damage whatsoever resulting from any delay in the performance of the Services within such estimated completion times, regardless of the cause of the delay or failure. If Field Test Site determines that it will be unable to meet the estimated completion dates for the Services, Field Test Site shall provide written notice to the Test Laboratory, Applicant and OmniAir of the reasons for the delay and revised estimated completion dates.

3.8 -- In accordance with the Authorized Field Test Site Requirements, all required tests shall be conducted properly to completion, with corresponding results.

3.9 – Field Test Site shall charge fees for testing of devices submitted by a qualified Applicant. Field Test Site shall not enter into any agreement with an Applicant the terms or conditions of which are inconsistent with this Agreement and with the Authorized Field Test Site Requirements.

3.10 -- In performing the Services, Field Test Site shall use OmniAir Qualified Test Equipment. OmniAir may add or remove certain test tools from the OmniAir Qualified Test Equipment List according to the defined policy at any time and from time to time, and OmniAir shall have no obligation or liability to Field Test Site for removing any test tool from the Qualified Test Tool List, regardless of whether such removal occurs after Field Test Site has purchased or licensed such test tool.

3.11 -- OmniAir may update, amend and/or establish new or additional Authorized Field Test Site Requirements at any time in its sole discretion. OmniAir will give written notice to Field Test Site of such updates, amendments or additional Authorized Field Test Site Requirements. OmniAir will also post all updates, amendments or additional Authorized Field Test Site Requirements on its website. OmniAir shall notify the Field Test Site when any updated, amended, new or additional Authorized Field Test Site Requirements shall become effective, at which time the same shall be binding upon Field Test Site unless this Agreement has been terminated.

3.12 – Field Test Site is or has applied to be a member of OmniAir and will remain a member in good standing during the term of this Agreement.

3.13 – The parties acknowledge and understand that the OmniAir Certification Programs do not include testing or certification for product safety, FCC regulatory or equipment approval, FIPS, environmental, durability or reliability testing, cellular conformance or other wireless consortia certifications.

3.14 -- In recognition of the fact that Field Test Site tests only a sample of a product, Field Test Site makes no representation that the results set forth in its Reports are indicative or representative of the quality or characteristics of the lot from which a sample has been taken or of the product in general. Field Test Site does not, therefore, take the place or undertake the obligations and responsibilities of the Applicant or any designer, manufacturer, importer, agent, buyer, distributor or transportation or shipping company, and Field Test Site disclaims any and all liability in such capacities. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN OR IN ANY REPORT OR OTHER INSTRUMENT, NO WARRANTY OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, IS MADE BY FIELD TEST SITE FOR ANY PRODUCT SOLD BY THE APPLICANT.

Section 4 – Confidentiality

4.1 -- The parties each hereby acknowledge that either may, from time to time in connection with the Certification Program, disclose to the other certain commercially valuable, proprietary and confidential information and trade secrets with respect to its business, including without limitation information which may relate to its proprietary products, services, technology, processes, drawings, specifications, programs, models, financial information and projections, formulae, data, know-how, developments, designs, sketches, photographs, layouts, ideas, concepts, manuals, prototypes, trade secrets, trademarks, service methods and procedures, sources and object codes, improvements, software programs, products, marketing and business plans and strategies, executives and/or employees, contractors and subcontractors, customer and supplier lists and/or other valuable business information and opportunities (collectively, “Proprietary Information”). Proprietary Information also includes any compilation or organization of information which divided into individually segregated segments may not be deemed confidential but in its organized, completed format is unique, proprietary and confidential to the Disclosing Party. The party disclosing Proprietary Information to the other in connection with the Certification Program is referred to as the “Disclosing Party”, and the party receiving such information from the Disclosing Party is referred to as the “Receiving Party”.

4.2 -- Each party, acting as the Receiving Party, agrees to keep strictly confidential all Proprietary Information received by it from the Disclosing Party and to use such Proprietary Information solely for the purpose of performing its obligations under this Agreement and in connection with the Certification Program (the “Permitted Purpose”). Each Receiving Party agrees that any and all Proprietary Information of the Disclosing Party is and shall remain the proprietary and confidential information and property of the Disclosing Party. Without limiting the foregoing, without the prior written consent of the Disclosing Party, a Receiving Party may not (a) use any of the Proprietary Information of the Disclosing Party for any purpose other than the Permitted Purpose, (b) use any of the Proprietary Information of the Disclosing Party with, or disclose any such Proprietary Information to, any third party, except as set forth in this Agreement, or (c) use any of the Proprietary Information of the Disclosing Party for the Receiving Party’s internal use or product development purposes. The Receiving Party may disclose the Proprietary Information or portions thereof to those of its employees and agents (collectively, ‘Representatives”) who (a) need to know such information for the Permitted Purpose and (b) have agreed to be bound by the terms of this Agreement. The Receiving Party shall be responsible for ensuring that its Representatives shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person or entity and shall assume full responsibility for any breach of said undertaking.

4.3 -- For the purpose of protecting Proprietary Information received from the Disclosing Party hereunder, the Receiving Party will use all reasonable efforts to protect the confidentiality thereof, including, without limitation, efforts commensurate with those it employs for the protection of its own confidential and proprietary information. All Proprietary Information transmitted by the Disclosing Party shall remain the sole property of the Disclosing Party and under no circumstances whatsoever shall the Receiving Party dispute such sole ownership nor assert any rights to license Proprietary Information or any derivatives thereof.

4.4 -- A Receiving Party’s obligations hereunder shall not apply to any portion of a Disclosing Party’s Proprietary Information: (a) of which the Receiving Party presently has knowledge or which is in the Receiving Party’s possession on the date hereof and of which it did not learn through its contact with the Disclosing Party previous to the date hereof; (b) which is presently publicly available or a matter of public knowledge generally or becomes publicly known through no wrongful act of the Receiving Party; (c) which is lawfully received by the Receiving Party from a third party that is not under a non-disclosure obligation to the Disclosing Party; or (d) disclosure of which is necessary to comply with law or the valid order or requirement of a governmental agency or court of competent jurisdiction. If a Receiving Party or any of its Representatives is requested or required by deposition, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or similar process including regulatory inquiries, or otherwise to disclose any Proprietary Information of the Disclosing Party, the Receiving Party with such obligation (“Obligated Party”) will notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained the Obligated Party may disclose to the requesting tribunal or other person only that portion of the Proprietary Information of the Disclosing Party which the Obligated Party is legally required to disclose, and the Obligated Party shall notify the Disclosing Party not later than the time of such disclosure of the nature and extent of such disclosure.

4.5 -- Proprietary Information that is included in public filings made to governmental organizations shall not be subject to this Section 4 and will be considered to be in the public domain, unless such Proprietary Information was submitted under cover of a request for confidential treatment or is the subject of an agreement, protective order or other legal instrument granting such confidential treatment.

4.6 – Proprietary device information submitted by an Applicant to Field Test Site for certification, and related communications, files and records, will be considered confidential and protected from disclosure by Field Test Site in a manner consistent with this Section 4.

4.7 -- Each Receiving Party acknowledges and agrees that (a) a Disclosing Party shall not have an adequate remedy in the event that the Receiving Party breaches this Agreement and that a Disclosing Party may suffer irreparable damage and injury in such event; and (b) a Disclosing Party, in addition to any other available rights and remedies, shall be entitled to seek an injunction restricting the Receiving Party from committing or continuing any violation of this Agreement. In the event that Disclosing Party seeks an injunction for enforcement of this Agreement, Receiving Party hereby waives any requirement for the posting of a bond or other security.

4.8 -- Upon termination of this Agreement or for any reason whatsoever, and in any event upon the request of the Disclosing Party at any time, the Receiving Party will, promptly upon written request by the Disclosing Party, deliver to the Disclosing Party all of its Proprietary Information furnished to the Receiving Party which is in written or electronically-readable form, including all copies or extracts thereof or based thereon in its possession or in the possession of any of its Representatives.

4.9 – The obligations set forth in this Section 4 shall survive the termination of this Agreement for a period of two (2) years.

Section 5 – Insurance

5.1 -- Subject to Section 5.2 (“Uninsurable Risks”), Field Test Site shall maintain at its own expense, at all times during which this Agreement is in effect and for three (3) years thereafter, with an approved insurance carrier, comprehensive general liability insurance of $1 million combined limit for bodily injury and property damage arising out of a single occurrence/$3 million limit for all claims in the aggregate, and workers compensation insurance, and will provide at least 30 days prior written notice to OmniAir of the cancellation or any substantial modification to the policy that would affect OmniAir. Field Test Site shall provide a certificate of insurance to OmniAir upon request evidencing these coverages.

5.2 -- Nothing in this Agreement or otherwise shall oblige Field Test Site to take out or maintain insurance or insurance coverage which is either: unavailable in the insurance market with reputable insurers; or is offered by insurers on terms such that the relevant insurance is not generally purchased by service providers substantially similar in size and nature to Field Test Site.

Section 6 – OmniAir Authorized Field Test Site List

At all times during which Field Test Site is recognized as an OmniAir Authorized Field Test Site, Field Test Site acknowledges and agrees that OmniAir may reflect such status and associated company information and logo relating to Field Test Site on the OmniAir Authorized Field Test Site List, including posting of this information on the OmniAir website and in marketing and other public materials regarding the Certification Programs, upon Field Test Site’s prior review and approval.

Section 7 – Notice

All notices or other relevant communications required under this Agreement shall be in writing, including electronic, and shall be delivered to the following points of contact for each party:

OmniAir Consortium, Inc.

Applicant

Name: Jason M. Conley

Name:

Title: Executive Director

Title:

Address:

201 N. Union Street, Suite 110, Suite 110, Alexandria, VA 22314

Address:

Phone: (571) 489-4499

Phone:

Email: [email protected]

Email:

Section 8 – Public Statements

Neither party shall, without the prior written consent of the other party, use the other party’s name, trademark, logo, or any results or Reports prepared by Field Test Site, as defined below in Section 13.1, in connection with any marketing, advertising, public announcements, or in any other manner which may cause harm to the other party’s reputation and/or business.

Subject to OmniAir’s prior written approval, Field Test Site may publicly announce that it has entered into this Agreement with OmniAir. Unless otherwise agreed in writing by the parties, the parties shall not make any other public statements regarding this Agreement or its terms.

Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party.

Section 9 – Independent Contractor; Non-Exclusivity of Relationship

9.1 – It is the intention of the Parties that Field Test Site is and shall remain an independent contractor in the performance of the Services specified under this Agreement and that nothing in this Agreement shall be construed to be inconsistent with its status as an independent contractor. Field Test Site at no time shall hold itself out as an agent, subsidiary, or affiliate of OmniAir for any purpose, including reporting to any governmental authority, and shall have no authority to bind OmniAir to any obligation.

9.2 -- Field Test Site acknowledges that OmniAir intends to enter into agreements similar to this Agreement with other entities that provide similar testing and certification services, and that such other companies may also appear on the OmniAir Authorized Field Test Site List.

Section 10 – Fees

Field Test Site acknowledges that OmniAir may at any time and from time to time, upon notice to Field Test Site, impose fees in connection with Field Test Site’s participation in the Certification Program(s), including but not limited to fees associated with the application, listing, audits, authorization, renewal of authorization, remediation, appeals and other matters (collectively, "Certification Program Fees"). Field Test Site hereby agrees to pay all such Certification Program Fees to OmniAir as and in the manner specified in such notice or elsewhere in the Authorized Field Test Site Requirements; provided, however, that (a) no such fee shall become effective less than 30 days from the date of such notice, and (b) Field Test Site may terminate this Agreement during such 30-day notice period pursuant to Section 12.2 herein, without liability for payment of such fee.

Section 11 – Indemnification

11.1 – Field Test Site agrees that it shall, solely to the extent of its proportionate share of such liability, indemnify, defend and hold harmless OmniAir, its subsidiaries, and their respective directors, officers, employees and agents, successors and assigns (collectively, "Indemnified Parties") from all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties, or other costs (including reasonable attorneys’ fees) brought against any Indemnified Party arising from or relating to: (i) injury to Field Test Site personnel while performing Field Test Site’s duties under this Agreement, (ii) the breach of any of Field Test Site’s representations, warranties or agreements hereunder or failure by Field Test Site to perform any test in accordance with applicable law, applicable professional standards and practices and/or the Authorized Field Test Site Requirements, or (iii) any willful misconduct or grossly negligent act or omission by Field Test Site, but only if OmniAir: (a) notifies Field Test Site of the assertion of such claim within 6 months after it is notified of the assertion of such claim, unless Field Test Site is not materially prejudiced by OmniAir’s failure to provide timely notice, and (b) provides to Field Test Site the option to assume the defense of such claim or participate in such defense; but in no event is Field Test Site obligated to indemnify any Indemnified Party for causes of action or damages caused solely by the same or any other Indemnified Party. Field Test Site shall not settle such claim or related action in a manner which imposes any obligation on OmniAir without the prior written consent of OmniAir (which consent shall not be unreasonably withheld).

11.2 – OmniAir agrees that it shall, solely to the extent of its proportionate share of such liability, indemnify Field Test Site, its affiliates and their respective directors, officers, employees, agents and subcontractors, against any loss, damage, claim, or expense (including reasonable attorneys’ fees) arising from or relating to: (i) the performance of the Services for the Applicants, provided that such Services are performed in accordance with this Agreement, (ii) from the breach of any of OmniAir’s representations, warranties or agreements hereunder, or (iii) any willful misconduct or grossly negligent act or omission by OmniAir, but only if Field Test Site (a) notifies OmniAir of the assertion of such claim within 6 months after it is notified of the assertion of such claim, unless OmniAir is not materially prejudiced by Field Test Site’s failure to provide timely notice, and (b) provides to OmniAir the option to assume the defense of such claim or participate in such defense. OmniAir shall not settle such claim or related action in a manner which imposes any obligation on Field Test Site without the prior written consent of Field Test Site (which consent shall not be unreasonably withheld).

11.3 -- EXCEPT FOR DAMAGES CAUSED BY WILLFUL MISCONDUCT, FRAUD, OR FRAUDULENT MISREPRESENTATION OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 12 – Term and Termination

12.1 -- This Agreement shall commence on the Effective Date and shall continue for a period ending upon termination in accordance with this Section 12 (the “Term”). Upon termination of this Agreement, Field Test Site agrees that, unless otherwise instructed by OmniAir or the applicable Applicant, it will complete all testing Services then in progress pursuant to written agreements in effect with other Applicants immediately prior to such termination. In the event of any termination of this Agreement, the Applicants shall be responsible for unpaid fees charged for Services rendered by Field Test Site through the effective date of termination and for expenses incurred by Field Test Site in accordance with the terms of this Agreement through the effective date of termination.

12.2 – Either party may terminate this Agreement without cause upon 60 days prior written notice to the other party.

12.3 -- Either party may terminate this Agreement immediately without notice in the event of any attempted assignment by the other party in violation of Section 14.2 herein.

12.4 -- In addition, either party may terminate this Agreement if the other party becomes insolvent or files a voluntary or involuntary proceeding in bankruptcy, or has a receiver appointed to administer its assets, or if the other party becomes subject to a dissolution, liquidation or other winding- up of its business. Either party may terminate this Agreement if the other party commits a breach of any material provision of this Agreement (which, for purposes of termination by OmniAir, shall include without limitation, any failure of Field Test Site to comply with the Authorized Field Test Site Requirements) and such breach remains uncured for 30 days or more following the giving of written notice of such breach to the breaching party. In the event the breach is not of a nature that can be cured, then the non-breaching party may terminate this Agreement immediately upon written notice thereof. (Reference is made to Section 10 of the OmniAir Authorized Field Test Site Program Manual regarding causes for suspension from the OmniAir Authorized Field Test Site List, availability of corrective actions and withdrawal of Field Test Site authorization.)

12.5 -- Upon any termination of this Agreement, Field Test Site will be immediately removed from the OmniAir Authorized Field Test Site List and the parties’ respective rights and obligations under this Agreement shall immediately cease, except that Field Test Site's obligation to pay Certification Program Fees for which Field Test Site received notification at least thirty (30) days prior to such termination in accordance with Section 10.

12.6 -- The parties’ respective rights and obligations pursuant to Sections 4, 11, 12.5, 13 and 14 of this Agreement shall survive regardless of the cause of termination.

Section 13 – Reports and Intellectual Property

13.1 –All orders or other requests for Services made by an Applicant shall be submitted on an appropriate order form and are subject to acceptance by Field Test Site. The results and completion of such Services shall be evidenced by the issuance to the Applicant of a written report by Field Test Site with respect to the Services so requested (“Report(s)”). Reports will set forth the results of the Services performed by Field Test Site solely with respect to the product samples identified therein and, unless specifically and expressly indicated in the Reports, the results set forth in such Reports shall not be relied upon by the Applicant or OmniAir as indicative or representative of the quality or characteristics of the lot from which a sample has been taken or of the product in general. Such representation is the responsibility of the Applicant. Reports will reflect the findings of Field Test Site at the time of performance of the Services only and Field Test Site shall have no obligation to update a Report after its issuance. Field Test Site may, in its sole discretion, dispose of product samples which have been furnished to Field Test Site for performance of the Services and which have not been destroyed in the course of performing the Services. The Report will set forth the results of the Services performed by Field Test Site based upon the written information provided to Field Test Site by the Applicant and in accordance with the applicable protocols and processes established and provided by OmniAir. Unless otherwise instructed to the contrary by the Applicant, Field Test Site 's Reports and any other relevant information or document furnished by Field Test Site relate solely to the facts and circumstances as observed and recorded by Field Test Site within the limits of instructions received from the Applicant and in accordance with the protocols and processes established and provided by OmniAir. Field Test Site is under no obligation to refer to or report upon any facts or circumstances which are outside the specific scope of its assignments or the Services requested.

13.2 -- Reports are issued solely by Field Test Site, intended for the exclusive use of the Applicant and OmniAir, their affiliates and subsidiaries, and, as may be required, government or regulatory bodies.

13.3 -- Except as set forth below, the Reports generated by the Field Test Site for submitted Applicant devices regarding the results from the conformance testing and the data contained therein is the property of the Applicant. Field Test Site’s notes and files used to create the Reports rely upon Field Test Site’s background intellectual property and are, therefore, the property of Field Test Site. Such Reports shall be delivered to OmniAir and Applicant upon completion of Field Test Site’s Services under this Agreement for each device submitted to Field Test Site for conformance testing. It is understood that any Report produced under this Agreement was produced entirely under a special order and commission of OmniAir and the relevant Applicant.

13.4 – Each party exclusively owns all rights to its intellectual property whether created before or after the Effective Date of this Agreement and whether or not associated with any agreement between the parties. Field Test Site acknowledges that the Authorized Field Test Site Requirements, relevant OmniAir Qualified Test Equipment testing procedures, and procedures and standards are the property of OmniAir or other third party so identified and are provided to Field Test Site pursuant to a license for the sole purpose of providing the Services under this Agreement. Field Test Site further acknowledges that it has no intellectual property rights in the Authorized Field Test Site Requirements, relevant OmniAir Qualified Test Equipment testing procedures, and procedures and standards, and may not be transferred to a third party.

13.5 Notwithstanding ownership by the Applicant of the Reports in paragraph 13.3 above, Field Test Site shall be free to use and employ its general skills, know-how, and expertise, and to use and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as it acquires and applies such information without disclosure of any confidential or Proprietary Information of the Applicant or OmniAir. Nothing in the Reports or any other writing shall convey any rights of ownership or license whatsoever to Field Test Site’s intellectual property including (a) Field Test Site’s service methods, processes, and protocols, (b) Field Test Site’s name, logo, marks, or other trade dress, or (c) any other existing or later developed intellectual property rights or know-how developed and used to perform the Services and Reports, which shall remain the sole property of Field Test Site. Further, the Reports do not convey

ownership or licensing rights to any third party’s Intellectual Property that may be contained or referenced in the Reports including protocols embedded therein or used in the performance of the Services.

Section 14 – General

14.1 -- This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to its choice-of-law principles. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of the federal or state courts located within the Commonwealth of Virginia with competent jurisdiction in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein.

14.2 – This Agreement and its rights, duties, and obligations may not be assigned or transferred by either party. Field Test Site may delegate the performance of all or a portion of any testing to an affiliate of Field Test Site or, upon Applicant’s and OmniAir’s prior written consent, such consent not to be unreasonably withheld or delayed, to an agent or subcontractor of Field Test Site; provided, however, that any such delegation shall not relieve Field Test Site of its obligations under this Agreement.

14.3 – This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except by further written agreement signed by both parties.

14.4-- Should any provision of this Agreement be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted. In the event any such provision is held void or unenforceable, the parties shall immediately undertake to negotiate and adopt substitute language reflecting the parties' intent of the void/unenforceable language to the extent such intent is permissible under the law.

14.5 -- It is understood that any changes in said test facility or any changes in the Services and/or Authorized Field Test Site Requirements that increase the cost thereof, by reason of revised or otherwise, shall first be the subject of further negotiation and agreement between the parties before any such changes shall become effective.

14.6 -- Field Test Site shall not have any liability to OmniAir in respect of any delay in carrying out or failure to carry out any of its obligations under this Agreement or an agreement with an Applicant, resulting directly or indirectly from any cause that is beyond its control, including, but not limited to, fire, flood, tornado, hurricane, or other acts of God, war, terrorism, casualty, accident, embargo, epidemic, general labor unrest, strikes, lock-outs or other industrial action or dispute, acts of Government, orders of courts or tribunals.

14.7 -- If this Agreement is translated into any other language, the text of the English version shall control and shall be executed by the parties.

* * *

IN WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement on behalf of the parties as of the Effective Date written above.

Applicant:	OmniAir Consortium, Inc.:
Name:	Name: Jason M. Conley
Title:	Title: Executive Director

(Version 1.1, October 28, 2021)

Leave this empty:

Your legal name

Your email address

Please Confirm full name and signature.

Draw Signature
Type In Signature

Draw your signature with your mouse, tablet or smartphone Clear

I agree that I am and I agree this is a legal representation of my signature for all purposes just the same as a pen-and-paper signature

I agree that I am and I understand this is a legal representation of my signature

Adopt & Sign

Timestamp

Audit

September 24, 2025 6:54 am EDT

OmniAir Authorized Field Test Site Agreement Uploaded by OmniAir Consortium - [email protected] IP 173.79.153.85