Ascential Care Terms – Americas

ASCENTIAL CARE SERVICE AGREEMENT

This Ascential Care Service Agreement (“Agreement”) is entered into in connection with a Order entered into  by and between: Ascential Care Americas Inc., with offices at 52301 Shelby Parkway, Shelby Township, Michigan 48315 (“Ascential”); and “Customer” as such party is defined in the Order. Ascential and Customer may be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Ascential has developed and delivers globally its Ascential Care Services, which include comprehensive after-sales services that provide maintenance, repairs, upgrades, training, spare-parts support, and data-driven analytics through its Ascentialytics technology, among other services, to enhance equipment reliability and lifecycle value; and

WHEREAS, Customer desires to obtain such Ascential Care Services under the terms of the Order and this Agreement; and

WHEREAS, Ascential agrees to perform the Ascential Care Services for Customer in accordance with industry standards and the Order and this Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

1.2 “Agreement” means this document and all attached Exhibits and any Orders issued pursuant to this Agreement.

1.3 “Services” or “Ascential Care Services” means the after-sales maintenance, repair, upgrade, training, and data-driven analytics through its Ascentialytics technology, to enhance equipment reliability and lifecycle value described in Exhibit A.

1.4 “Authorized User” means Customer’s employee, contractor, or agent authorized to access or use Ascential tools or software in connection with the Ascential Care Services, including Ascentialytics.

1.5 “Confidential Information” has the meaning given in Section 10.

1.6 “Customer Data” means all data provided by or on behalf of Customer or generated through performance of the Ascential Care Services, including machine and performance data collected through Ascentialytics.

1.7 “Deliverables” means any reports, documentation, software configurations, or other tangible or intangible results of the Ascential Care Services delivered to Customer.

1.8 “Order” means a purchase order or SOW executed by the Parties that incorporates this Agreement, describing specific Ascential Care Services, Deliverables, and relevant commercial terms.

1.10 “Term” has the meaning in Section 2.

1.11 Other capitalized terms used but not defined herein have the meanings ascribed in the context where used.

2. TERM AND TERMINATION OF AGREEMENT

2.1 This Agreement shall commence on the Effective Date and remain in effect for the term as described in the Order (the “Initial Term”), unless earlier terminated under this Agreement.

2.2 The Term shall automatically renew for successive one-year terms (each a “Renewal Term”) unless either Party gives ninety (90) days’ written notice of non-renewal prior to the end of the then-current term.

2.3 Either Party may terminate this Agreement for cause if the other Party materially breaches and fails to cure within thirty (30) days after written notice.

2.4 Either Party may terminate this Agreement, in whole or in part, upon written notice to the other Party, if the other Party: (i) becomes insolvent; (ii) files a voluntary petition in bankruptcy; (iii) has an involuntary petition in bankruptcy filed against it; (iv) has a receiver, administrator, custodian or trustee appointed over such Party or its assets; or (v) executes an assignment for the benefit of its creditors. 

2.5 Upon termination or expiration, any provision of this Agreement that, by its terms, is intended to survive termination or expiration, including but not limited to sections relating to intellectual property, confidentiality, indemnity, and limitations of liability, shall survive.

3. SCOPE OF ASCENTIAL CARE SERVICES

3.1 Ascential shall perform the Ascential Care Services as described in Exhibit A, based on Customer’s desired Ascential Care Services, as set forth in the Order.

3.2 Ascential Care Services may include one or more of the following services:

• Global Service Coverage: Provision of maintenance, repairs, and support across multiple regions through a distributed service workforce.
• Tiered Service Contracts: Structured service levels (Core, Plus, Elite) offering varying degrees of support, responsiveness, and included services.
• Preventive Maintenance: Scheduled maintenance visits to ensure equipment uptime and performance.
• Health Checks and Calibration: Regular system diagnostics and calibration to maintain compliance and operational integrity.
• Remote Support: Online diagnostics and troubleshooting to minimize downtime and reduce the need for on-site visits.
• Onsite Support: Deployment of technicians for physical interventions as required under service agreements.
• Training and Certification: Operator training and cross-certification programs to ensure proper equipment usage and maintenance.
• Lifecycle Services: Support throughout the equipment lifecycle including commissioning, upgrades, relocation, and consultancy.
• Spare Parts and Marketplace: Access to OEM spare parts and a marketplace for replacement components.
• Structured SLA Performance: Defined service-level agreements for response times and issue resolution.
• Ramp-Up and Go-Live Support: Commissioning and operational support during initial deployment phases.
• Modernization and Upgrades: Services to enhance or update existing systems for improved performance.

3.3 Ascential Care’s digital monitoring and performance management services, via Ascentialytics, may be provided to a Customer, by requesting a completed Ascentialytics Order Form (Exhibit D), which services may include one or more of the following:

• Real-Time Monitoring: Continuous tracking of equipment performance, operational metrics, and test performance.
• Predictive Maintenance: Use of machine learning models to forecast component failures and schedule maintenance.
• Anomaly Detection: Identification of deviations from normal operating parameters to prevent breakdowns.
• Performance Trend Analysis: Correlation of performance data with environmental and operational factors.
• Remaining Useful Life Modeling: Estimation of component lifespan based on historical and real-time data.
• Customizable Dashboards: Role-specific visualizations for engineers, managers, and executives.
• Alerts and Notifications  : Automated alerts for performance issues, anomalies, threshold crossings, and maintenance needs.
• Data Integration: Connectivity with ERP, MES, and PLM  systems to enable a digital thread across the lifecycle.
• Remote Diagnostics: Secure access to equipment data for troubleshooting and support.
• Compliance and Audit Support: Timestamped data logs and calibration  records for regulatory compliance.
• Role-Based Access Control: Secure data access based on user roles and permissions.
• Cloud and On-Premise Deployment: Flexible hosting options with encryption, redundancy, and long-term storage.
• Data Security and Privacy: Encryption, access logging, and compliance with industry standards for the type of services.
• Automated Report Generation: Generate reports for different view levels and time spans.

3.4 Ascential shall provide qualified personnel, equipment, and parts necessary to perform the Ascential Care Services and shall use commercially reasonable efforts to meet the Service Levels in Exhibit A.

3.5 All work shall be performed in a professional and workmanlike manner and in accordance with applicable industry standards and laws.

4. ORDERS

4.1 Each Order shall set forth (a) the scope of Ascential Care Services, (b) fees and payment schedule, (c) locations and timelines, and (d) any other special terms. If the Order includes Ascentialytics, a separate Order for Ascentialytics, together with execution of the Software Commercial Evaluation Licensing Agreement.

4.2 Once executed, an Order shall be binding and governed by this Agreement.

4.3 If there is any conflict among documents, the following order of precedence applies: (i) the Agreement, (ii) the Exhibits to the Agreement, and (iii) the Order. No general terms and conditions of either Party will apply to this Agreement or any Order issued pursuant to this Agreement.

4.4 Changes to scope, price, or schedule must be documented in a mutually executed Change Order.

5. PERFORMANCE STANDARDS AND SERVICE LEVELS

5.1 Ascential shall meet the response, intervention, and reporting targets defined in Exhibit A.

5.2 If Ascential fails to meet a Service Level, Ascential shall promptly re-perform the Ascential Care Services or repair or replace the defective part at its own cost, except as provided in section 8.1 and 8.3, but such failure shall not constitute a material breach.

5.3 Upon completion of Services under an Order, Ascential will provide an Ascential Care Service Report as the Deliverable, in the form of Exhibit C. Ascential shall maintain accurate records of work performed as summarized in the Deliverables for a period of twelve (12) months and shall provide reasonable access to such records upon ten (10) business days’ written notice.

6. USE OF SUBCONTRACTORS

6.1 Ascential may use qualified subcontractors to perform Ascential Care Services provided that Ascential (i) remains responsible for the acts and omissions of its subcontractors, and (ii) binds each subcontractor to obligations no less protective than those in this Agreement.

6.2 Ascential shall be Customer’s sole point of contact and shall manage its subcontractors accordingly.

7. CHARGES AND PAYMENTS

7.1 Fees. All fees for the Ascential Care Services will be stated in the applicable Order and are firm and not subject to increase except as expressly provided therein. Ascential shall have the right to adjust the fees of Ascential Care Services on an annual basis.

7.2 Invoicing and Payment. Ascential shall invoice Customer in accordance with the schedule in the Order. Plus and Elite tiers require payment upon execution of the Order. If not otherwise specified in the Order, invoices are payable within fifteen (15) days from the date of receipt. Payment shall be made in the currency set forth in the Order by wire transfer or other method agreed by the Parties.

7.3 Disputed Amounts. Customer shall notify Ascential within fifteen (15) days of any invoice dispute and pay undisputed amounts when due. The Parties shall work in good faith to resolve any dispute within thirty (30) days. Upon resolution of the dispute, Customer will pay within three (3) business days.

7.4 Interest. Late payments accrue interest at one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is lower.

7.5 Taxes. Fees exclude sales, use, value-added, and similar taxes. Customer shall pay such taxes, except for taxes based on Ascential’s income.

7.6 Expenses. If Customer requests Ascential to travel to provide the Ascential Care Services, and such travel is not included in the Ascential Care Services (see Exhibit A), reasonable, pre-approved travel, hotel, meals and other reasonable expenses incurred in performing the Ascential Care Services will be reimbursed at cost against receipts. 

8. WARRANTY OF ASCENTIAL CARE SERVICES AND PARTS

8.1 Ascential warrants that (i) all Ascential Care Services will be performed in a professional and workmanlike manner consistent with industry standards, and (ii) all replacement parts will be free from defects in material and workmanship for twelve (12) months from installation, except that third-party components and equipment are sold subject to the respective third-party manufacturer’s conditions of sale, and Customer will receive the warranties given, provided they are transferable. All standard component replacement issues are to be resolved by the Customer directly with the third-party. (the “Warranty Period”).

8.2 If Customer notifies Ascential of non-conformance during the Warranty Period, Ascential shall promptly re-perform the Ascential Care Services or repair or replace the defective part at its own cost, except as provided in section 8.1.

8.3 These warranties exclude defects caused by Customer’s misuse, neglect, unauthorized modification or repair, or use outside specifications.

8.4 THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF, AND ASCENTIAL AND CUSTOMER EXPRESSLY DISCLAIM AND WAIVE, ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE. EXCEPT AS EXPRESSLY STATED, NO OTHER WARRANTIES APPLY, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INTELLECTUAL PROPERTY AND WORK PRODUCT

9.1 “Intellectual property” shall mean all patents, applications for patents, trade secrets, know-how, discoveries, inventions, software, works of authorship, copyrights, trademarks, trade dress, design rights, moral rights or other intellectual property rights recognized in any jurisdiction and owned, controlled by, or licensed to a person or entity.

9.2 All Deliverables and materials developed by Ascential for Customer in performing the Ascential Care Services (“Work Product”) shall be deemed works made for hire and owned by Ascential. Ascential grants Customer a non-exclusive, royalty-free, worldwide license to use the Work Product for its internal business purposes.

9.3 Each Party retains ownership of its pre-existing intellectual property and any improvements thereto, regardless of the Party. Neither party undertakes to infringe, attack, or acquire the Intellectual Property of the other Party in any way, directly or indirectly, by use or otherwise, and acknowledges that the other Party is the beneficiary with regard to its Intellectual Property.

9.3 Ascential shall defend and indemnify Customer against third-party claims that the Work Product infringes a U.S. patent, copyright, or trade secret, provided Customer (i) promptly notifies Ascential, provided delayed notification does not materially prejudiced Ascential’s ability to defend such claim, (ii) gives Ascential sole control of the defense and settlement, and (iii) provides reasonable assistance. Ascential may modify or replace the Services to avoid infringement without materially diminishing its functionality.

10. CONFIDENTIALITY

10.1 Each Party shall treat the other’s Confidential Information as strictly confidential and use it only to fulfill its obligations under this Agreement.

10.2 Confidential Information does not include information that (i) is publicly available through no fault of the recipient, (ii) was rightfully in the recipient’s possession without restriction, (iii) is independently developed without use of the disclosing Party’s information, or (iv) is lawfully obtained from a third party without confidentiality obligation.

10.3 Either Party may disclose Confidential Information pursuant to a valid court order or government requirement after providing reasonable notice to the other Party, where allowable by law or the court order.

10.4 Upon termination, each Party shall return or destroy the other’s Confidential Information except as required by law.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Ascential Indemnity. Ascential shall indemnify, defend, and hold harmless Customer, its affiliates, and their officers, directors, and employees from losses and expenses arising from (a) Ascential’s gross negligence or willful misconduct; (b) bodily injury or property damage caused by Ascential; except to the extent a claim under subsections (a) or (b) is caused by Customer’s acts, direction, or specifications.

11.2 Customer Indemnity. Customer shall indemnify, defend, and hold harmless Ascential, its affiliates, and their officers, directors, and employees from losses and expenses arising from (a) Customer’s gross negligence or willful misconduct; (b) bodily injury or property damage caused by Customer or its subcontractors or agents; except to the extent a claim under subsections (a) or (b) is caused by Ascential’s intentional acts.

11.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, provided any delay in notification of such claim does not materially prejudice the indemnifying Party’s ability to defend such claim, permit it to control the defense and settlement, and cooperate at the indemnifying Party’s expense. No settlement that imposes liability on the indemnified Party may be entered without its consent, which consent shall not be unreasonably withheld.

11.4 Limitation of Liability. Except for (i) a Party’s indemnification obligations, (ii) breach of confidentiality, or (iii) willful misconduct or gross negligence, neither Party shall be liable for indirect, incidental, special, or consequential damages, including lost profits or revenues. Each Party’s aggregate liability shall not exceed the greater of (a) US $500,000, or (b) the total fees paid under the applicable Order giving rise to a claim during the twelve (12) months preceding the claim.

12. INSURANCE

12.1 Each Party shall maintain, at its own expense, the following minimum insurance coverage during the Term:

(a) Workers’ Compensation (Statutory);

(b) Employer’s Liability – US $ 1,000,000 each occurrence;

(c) Commercial General Liability – US $ 2,000,000 aggregate / US $ 1,000,000 occurrence;

(d) Automobile Liability – US $ 1,000,000 each occurrence;

(e) Cyber Liability – US $ 2,000,000; and

(f) Umbrella or Excess Liability – US $ 5,000,000.

12.2 The other Party shall be named as an additional insured (where allowed) on CGL and Auto policies. Each policy shall be primary and non-contributory to the other Party’s insurance.

12.3 Upon request, a Party shall deliver certificates of insurance showing the required coverages and provide thirty (30) days’ prior notice of cancellation or material change.

13. COMPLIANCE AND SAFETY

13.1 Each Party shall comply with all applicable laws, regulations, and standards, including those relating to export controls, anti-corruption (FCPA, UK Bribery Act), AS9100, FAA, OSHA, ITAR, ECRA, human rights, and environmental protection, as applicable.

13.2 Each Party shall maintain a safe work environment and, when on site at Customer’s facility, comply with Customer’s site safety and security requirements while on Customer premises; provided Customer has provided Ascential with a written copy of such requirements.

14. DISPUTE RESOLUTION

14.1 The Parties shall first attempt in good faith to resolve any dispute through executive-level negotiations.

14.2 If unresolved within thirty (30) days, either Party may submit the dispute to and seek redress from a court of competent jurisdiction based on the primary location of the Ascential business providing the Ascential Care Services.

14.3 Either Party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm or protect confidential or intellectual-property rights.

15. FORCE MAJEURE

15.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if and to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”), including acts of God, flood, fire, earthquake, explosion, epidemic, war, terrorism, civil disturbance, embargo, government action, labor dispute, supply chain delays, or shortage of materials or transportation.

15.2 The affected Party shall promptly notify the other Party of the Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable.

15.3 If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by written notice without liability except for amounts then accrued and due.

16. ASSIGNMENT AND SUBCONTRACTING

16.1 Neither Party may assign this Agreement or any right or obligation hereunder without the prior written consent of the other Party, except that either Party may assign to an Affiliate or successor by merger or acquisition of substantially all its assets or business related to this Agreement upon written notice.

16.2 Any attempted assignment in violation of this Section shall be void.

16.3 Subject to the foregoing, this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

17. MISCELLANEOUS

17.1 Notices. All notices shall be in writing and sent by hand delivery, recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt, to the addresses set forth below or as later designated by notice. Notices are effective upon receipt.

17.2 Independent Contractors. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, employment, or agency relationship.

17.3 Publicity. Neither Party shall use the other’s name, logos, or trademarks for publicity or press releases without prior written consent, except that Ascential may include Customer’s logo on its website with other similar customers of Ascential Care Services.

17.4 Governing Law. This Agreement is governed by and construed in accordance with the laws applicable to the Ascential business providing the Ascential Care Services, State of Michigan, without regard to conflicts of law principles.

17.5 Venue. Subject to Section 14, the local and federal courts located where the Ascential business providing the Ascential Care Services is located shall have exclusive jurisdiction, and each Party consents to such venue and waives any objection based on forum non conveniens.

17.6 Entire Agreement. This Agreement, together with its Exhibits and any Orders, constitutes the entire understanding between the Parties and supersedes all prior agreements or communications on the subject matter.

17.7 Amendment. Any amendment must be in writing and signed by authorized representatives of both Parties.

17.8 Waiver. Failure or delay to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

17.9 Severability. If any provision of this Agreement is declared void or found unenforceable by any judicial, regulatory, or administrative authority, this shall not in and of itself nullify the remaining provisions of this Agreement, unless such declaration affects the original intent of the Parties. In the event of such a determination, the Parties shall in good faith co-operate on replacing such provision with a similar enforceable provision and this Agreement shall remain intact in its entirety. 

17.10 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts and by electronic signatures, each of which is deemed an original and together constituting one instrument.

17.11 Survival. Provisions that by their nature should survive termination, including but not limited to those relating to confidentiality, intellectual property, warranties, indemnification, and limitation of liability, shall so survive.

17.12 Language. This Agreement is executed in the English language, which shall govern its interpretation.

SIGNATURES

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

ASCENTIAL	CUSTOMER
By: ___________________________	By: ___________________________
Name: _________________________	Name: _________________________
Title: __________________________	Title: __________________________
Date: __________________________	Date: __________________________

Referenced Exhibits

Exhibit A – Ascential Care Service Offerings

Exhibit B – Ascential Care Services Order Form (template)

Exhibit C – Service Report Template (Deliverable)

Exhibit D – Ascentialytics Order Form (template)

Exhibit E – Ascentialytics – Software Evaluation License Agreement (incorporated by reference)

Exhibit A – Ascential Care Service Offerings

Overview.
Ascential offers three standard Ascential Care service tiers – Core, Plus, and Elite – to provide Ascential Care Services for Customer’s equipment. Each tier includes the features below; customized variations may be agreed in a Statement of Work.

Exhibit B – Ascential Care Services Order Form Template

[insert updated template]

Exhibit C – Service Report Template

Exhibit D – Ascentialytics Order Form

[insert template]

Exhibit E – Form of Ascentialytics Software Evaluation License Agreement