This Global Services Agreement (“GSA”) is entered into between UL LLC (“UL”), an entity with its principal location at 333 Pfingsten Road, Northbrook, IL 60062 and [Customer Name] (“Customer”), an entity with its principal location at [Customer address]. This GSA is effective as of the date of the last signature below (the “Effective Date”). Capitalized terms used in this GSA are defined where they first appear or at the end of this GSA.
1. Scope
1.1. Service Agreements. The terms of this GSA apply to all Service Agreements between the parties. A Service Agreement will identify the services to be performed and any deliverables (the “Services”), fees, and the parties to the Service Agreement. A Service Agreement may be entered into (1) upon the parties’ written acceptance of such Service Agreement, (2) upon UL’s written confirmation of Customer’s request for services, or (3) by any other method for forming Service Agreements that UL and Customer expressly agree to in writing.
1.2. Affiliates. Customer or an Affiliate of Customer may contract for Services by entering into a Service Agreement with UL or an Affiliate of UL. The only parties to a Service Agreement are those identified in the Service Agreement (for clarity, if a party to this GSA is not a party to a Service Agreement, then they have no rights or obligations under that Service Agreement). When this GSA applies to a Service Agreement that includes a party’s Affiliate, then only with respect to that Service Agreement, all references to that party in this GSA will instead be understood to refer to their Affiliate identified in the Service Agreement. Upon request from UL, Customer will provide UL documentation evidencing the relationship between Customer and a Customer Affiliate that would be covered by this GSA. A party may share a copy of this GSA with its or the other party’s Affiliates.
2. Performance of Services
2.1. Performance. UL will perform Services using reasonable skill, care, and diligence, according to generally recognized professional standards of conduct applicable to conformity assessment organizations (or other organizations providing similar services). UL may assign work to its Representatives as it deems appropriate and is responsible for any of its Representatives performing within the scope of a Service Agreement.
2.2. Customer Cooperation. Customer will provide UL such information, access, and cooperation as is necessary for UL to perform the Services. Customer warrants that: (1) Customer Information may be relied upon by UL to provide the Services, (2) Customer Information does not infringe on the intellectual property rights of any third party, (3) Customer is authorized to provide UL with Customer Information (including any personal data subject to applicable data protection laws) and Customer has obtained any necessary consents or licenses and satisfied all other applicable requirements for UL to use the Customer Information, and (4) Customer Information is complete and accurate (unless expressly agreed otherwise in a Service Agreement). UL will not be liable for any deficiencies in the Services to the extent caused by inaccurate or incomplete Customer Information.
2.3. Samples. If Services require sample examination, Customer will ship representative samples to UL in accordance with applicable law and any instructions from UL. The shipping, preparation, examination, or testing of a sample may damage or destroy it (or otherwise render it unsafe to use, store, or ship) and UL and its Affiliates disclaim any liability for such results. Upon completion of Services, UL will destroy, dispose of in a safe manner, recycle, or return samples in accordance with any requirements in the applicable Service Agreement and at Customer’s expense, unless other arrangements are agreed to in writing. Customer will provide UL advance notification of any dangerous or hazardous conditions or substances contained in or associated with any samples (including making available any applicable safety data sheets or similar records prior to shipment).
2.4. Timelines. Any prospective timelines or delivery dates for Services are non-binding estimates unless expressly stated otherwise in a Service Agreement. If UL’s performance of Services is delayed or prevented by Customer's acts or omissions or other circumstances outside of UL’s reasonable control, UL will be excused from performance until such delay or prevention is cured, and any affected timelines will be correspondingly extended.
3. Confidentiality and Information Handling
3.1. Maintenance of Confidentiality. The parties may exchange Confidential Information in connection with Services or other potential business activities to be conducted by the parties or their Affiliates. Each party must keep the other party’s Confidential Information confidential, using a standard of care at least equal to that which it applies to safeguard its own Confidential Information.
3.2. Use and Disclosure of Information. UL may disclose Customer Confidential Information (1) to its Representatives, (2) to an auditor or accreditor when required by an accreditation body (subject to appropriate confidentiality obligations), or (3) with others approved by Customer in writing. UL may use Customer Information: (1) to perform, improve, or develop services, (2) to provide Customer information about potential services, (3) in an aggregated form that does not identify Customer to conduct research, prepare analyses, or for other business purposes (which may be distributed as part of industry analyses, benchmarking, or other lawful purposes), (4) as permitted in this GSA or the applicable Service Agreement, or (5) as otherwise approved by Customer in writing.
3.3. Compliance. A party may disclose the other party’s Confidential Information to a third party when required by applicable law, including pursuant to an order or command of any judicial body or regulatory authority. Such party will promptly notify the other party of the requested disclosure (to the extent permitted by applicable law) and permit the other party a reasonable opportunity to object to or limit the disclosure.
3.4. Return or Destruction of Information. Upon a disclosing party’s request, the other party will return or destroy (at the disclosing party’s option) any Confidential Information of the disclosing party, except as otherwise permitted by this GSA or by the disclosing party in writing. A party may retain a copy of information if and to the extent permitted by this GSA or required to meet applicable accreditation, legal, or recordkeeping obligations or contained in computer records created in the ordinary course of business pursuant to back up recovery or electronic archiving procedures, but any retained information remains subject to the confidentiality provisions of this GSA. Unless required to retain information, UL may destroy or delete Customer information in its possession after it is no longer needed to perform the Services.
4. Certification Services
4.1. Scope. This section applies only to Services that result in the authorization of a UL Mark or other mark or require ongoing surveillance activities (“Certification Services”).
4.2. Responsibilities. Customer must provide UL such information, samples, access, and cooperation as is necessary to fulfill applicable certification requirements. If Customer achieves a certification, Customer must promptly notify UL in writing of any changes that may affect its ongoing ability to continue to conform with the applicable certification requirements (including changes to its legal, commercial, or organizational status or ownership, modifications to the product or other object of certification, or changes to its production sites, address, or primary contact). UL’s role in Certification Services is limited to an independent assessment of compliance of Customer’s product or other object of certification based on samples or information provided to UL.
4.3. Surveillance. Certification Services may require ongoing surveillance to confirm Customer has adequate processes and quality control procedures to ensure continued conformity to certification requirements. If Customer enters into a Service Agreement for Certification Services and if UL determines that Customer has met the certification requirements, Customer will permit UL, its Affiliates, and their Representatives to perform any associated surveillance that UL requires in order for Customer to maintain such certification. Surveillance activities are priced separately from Certification Services and may be governed by a separate Service Agreement. If such surveillance activities consist of Follow-Up Services (defined in the Service Terms for Follow-Up Services), then UL will issue to Customer a Follow-Up Service Procedure (which forms a separate Service Agreement between UL and Customer for the Follow-Up Services). Customer will provide UL reasonable assistance in securing the cooperation of any of Customer’s manufacturers, suppliers, Affiliates, and their respective personnel as may be necessary for UL’s performance of surveillance activities (which may require entities other than Customer to execute separate agreements with UL or its Affiliates).
4.4. Site Visits. In connection with Certification Services or subsequent surveillance activities, UL’s Representatives may require access to manufacturing facilities, storage facilities, or other locations that are used by Customer or its Affiliates or any third parties engaged by them in connection with the relevant product or other object of certification (“Sites”). In such circumstances, Customer or its Affiliates will ensure UL’s Representatives are provided with: (1) prompt, free, and safe access to the Site, including equipment, data, documentation, and qualified personnel associated with the Site, (2) a suitable workspace, (3) any required or appropriate personal protective equipment and any necessary on-site safety training, and (4) representative samples of products as chosen by UL for testing or evaluation. Customer or its Affiliates will ensure UL Representatives have access to Sites for scheduled or unannounced inspections or investigations related to Customer’s products or other objects of certification and, if applicable, will extend the foregoing accommodations to personnel of a third-party accreditor or regulator. UL Representatives may take their own notes at the Site and make copies, photographs, or recordings of equipment, documentation, or products accessible at the Site. UL will direct its Representatives to exercise reasonable care to comply with a Site’s safety-related requirements communicated by Customer to UL or its Representatives. Customer and its Affiliates may not require that UL Representatives sign or accept any additional confidentiality requirements or other separate agreement as a condition of entry to a Site.
4.5. Disclosures. When necessary to act in the interest of public safety with respect to a product or other object of Certification Services, UL may disclose information (including Confidential Information) relevant to the public safety interest. Any such disclosure will be limited to the extent necessary to meet the public safety interest, and UL will give Customer advance written notice of the planned disclosure and a reasonable opportunity to discuss.
5. Invoicing, Payment, and Change Orders
5.1. Fees. In consideration of the performance of the Services by UL, Customer agrees to pay the fees set forth in the applicable Service Agreement. Customer will pay UL Solutions promptly upon receipt of the applicable invoice (not to exceed 15 days from such receipt), or as otherwise set forth in the Service Agreement. UL may require a deposit and in those circumstances, UL will have no obligation to begin performance of the associated Services until the deposit is paid. If Customer issues purchase orders to UL, each purchase order to UL should reference the associated UL quote number or similar identification of the related Service Agreement. In the event of a termination of a Service Agreement, Customer must pay UL all fees and expenses incurred under that Service Agreement up to the date of the termination.
5.2. Taxes and Expenses. Customer is responsible for any taxes due in connection with a Service Agreement (except taxes on UL’s income from the Service Agreement) and for any expenses approved by Customer. Fees due to UL will not be reduced by any taxes, expenses, wire or transfer fees, or offsets.
5.3. Non-Payment. In the event of any past due and undisputed amounts, Customer will pay interest on those amounts at a rate of one percent (1%) per month (or, if lower, the maximum amount permitted under applicable law) and will reimburse UL for any fees (including collection agency or legal fees) paid to third parties for assistance with collecting the unpaid amounts.
5.4. Change Orders. UL and Customer may modify fees, Services, or other provisions of a Service Agreement by documenting the modifications in a Change Order.
6. Intellectual Property Rights, UL Marks, and Data Protection
6.1. Intellectual Property Rights. Each party (or its applicable licensors) retains exclusive ownership of all right, title, and interest in its Confidential Information, samples, or other data or materials it shares with the other party. UL and its Affiliates retain all ownership of and rights in any UL Information and Materials.
6.2. UL Marks. This GSA does not grant Customer any rights in or permissions to use any UL Marks and Customer may not use, apply or reproduce any UL Marks without express written authorization from UL.
6.2.1. Any authorization to use a UL Mark will be expressly documented by UL (which may be in the applicable Service Agreement) and is subject to the associated Service Agreement, this GSA, and the applicable UL Mark usage guidelines and UL marketing guidelines. Any right to use UL Marks is a limited, non-exclusive, revocable, and non-transferable license to reproduce and use specific UL Marks on or in connection with a particular certified product or other object of certification in accordance with the authorization granted by UL or its Affiliates (which may include further limitations, such as specifying which products are authorized to carry the UL Mark, which Sites are authorized to apply the UL Mark, or conditioning authorization on UL’s completion of an initial production inspection at such Sites). Customer may not (1) alter the appearance of UL Marks or use them in combination with other designs, (2) sublicense the UL Marks (except if and as expressly authorized in writing by UL), (3) challenge the UL Marks or the ownership of the UL Marks by UL or its Affiliates, (4) seek to register the UL Marks (or any confusingly similar marks) anywhere in the world, (5) use UL Marks in connection with products or Sites that UL has not expressly authorized, or (6) use UL Marks in connection with the design or construction of a product that deviates from the descriptions on file with UL.
6.2.2. Customer will reasonably cooperate with UL to maintain and enforce any UL Marks that Customer is authorized to use and will promptly notify UL if it is aware of any infringement or misuse involving a UL Mark. Customer is responsible for ensuring that its Affiliates, suppliers (including subcontractor manufacturers), and any other parties acting on its behalf comply with all requirements set forth in the applicable Service Agreements, UL Mark usage guidelines, and UL marketing guidelines. Customer must immediately remove any improperly applied UL Marks, including if and as directed by UL. Upon termination or expiration of a Service Agreement, or if Customer breaches the agreement or UL otherwise terminates Customer’s authorization to use the UL Mark, Customer must immediately cease all use and promotion of the UL Mark, including by (1) removing UL Marks on any products or materials, (2) destroying or returning any labels, surplus packaging, or product inserts bearing UL Marks, (3) no longer making any reference to the certification by UL, (4) notifying third parties involved in packaging or inserts and causing such parties to comply with these requirements, (5) complying with any other termination-related provisions of the applicable Service Agreement, and (6) provide UL Representatives access to Sites as necessary to verify compliance with the foregoing requirements and to retrieve any UL Information and Materials.
6.3. Use of Deliverables. Customer may use or disclose reports or other deliverables provided to it under a Service Agreement only: (1) for Customer’s and its Affiliates’ internal purposes, (2) for disclosure to a governmental or regulatory authority or to an accreditation body, (3) as expressly permitted in this GSA or the Service Agreement, or (4) as otherwise expressly permitted by UL in writing. Any report or other deliverable that Customer is permitted to disclose must be reproduced in its entirety (unless otherwise set forth in the deliverable, the applicable Service Agreement, or a writing from UL) and include any text required by UL (such as a notice that a report may only be further reproduced in its entirety).
6.4. Data Protection. The parties will comply with applicable laws regarding data privacy and protection. Customer agrees not to provide or otherwise make available personal data (as defined by applicable data privacy laws) to UL other than business contact information provided to UL in the context of the general business relationship, including for account administration, billing, and other legitimate business purposes in which UL determines the purposes and means of processing. If Customer intends to provide other categories of personal data to UL then Customer will expressly identify such additional categories of personal data in advance to UL, and UL will inform Customer in writing whether or not UL will accept receipt of such data.
7. Term and Termination
7.1. Term. This GSA takes effect on the Effective Date and will remain in effect unless and until terminated by mutual agreement of the parties, or by either party pursuant to the terms herein.
7.2. Termination. This GSA or any Service Agreement may be terminated: (1) by either party at any time, upon at least forty-five (45) days’ prior written notice to the other party, (2) by either party if the other party breaches a material term, is given written notice specifying the nature of the breach and an opportunity to cure (unless the breach is not capable of being cured), and fails to cure the breach within thirty (30) days, (3) by UL upon written notice to Customer in the event Customer fails to timely pay an invoice from UL or its Affiliate, or in the event UL determines Customer improperly used UL Marks, or (4) by either party in the event that the other party stops conducting business in the normal course, becomes insolvent, or becomes the subject of a petition filed under a bankruptcy or analogous proceeding. In the event of a termination of this GSA by either party, the terms of this GSA will continue to apply to any Service Agreement until the Service Agreement is concluded or terminated.
7.3. Suspensions. UL may suspend its performance of Services upon written notice to Customer in the following circumstances (pending Customer’s cure of same): (1) Customer’s payment to UL or its Affiliate is past-due, (2) Customer fails to timely respond to UL, or (3) Customer otherwise is not in compliance with the terms of the Service Agreement or this GSA. A suspension does not waive or modify either party’s right to terminate.
8. Limitations and Disclaimers
8.1. Disclaimers. Except as expressly provided in this GSA, UL makes no representations, warranties, or guarantees of any kind with respect to the Services, including any implied warranties (of merchantability, fitness for a particular purpose, or otherwise). UL does not warrant or guarantee the safety, performance, or marketability of any Customer product or other object of Services. UL disclaims any obligation, including any duty of care toward Customer or any third party, related to the design, manufacture, marketing, or sale of any Customer products or other objects of Services. UL’s Services are not intended to take the place of Customer’s examination and testing of its own products or other objects of Services. Except if and as specifically set forth in a Service Agreement, UL does not assume any duty to examine or test any products or other objects of Services (whether before or after their manufacture or sale), and UL is not responsible for any testing by entities other than UL and its Affiliates. UL is not an endorser, guarantor, or insurer of any of Customers’ products or other objects of Services.
8.2. Limitations of Liability. Any liability by UL or its Affiliates related in any way to this GSA, a Service Agreement, or the Services for any claims (regardless of the theory of liability) will not exceed an amount equal to the total fees received by UL for the Services that gave rise to such claims. UL and its Affiliates will not be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages of any nature whatsoever, for loss of profits, goodwill, use, data, production, or opportunity, or for other intangible losses (even if advised of the possibility of such damages). These limitations do not apply to the extent not permitted by applicable law.
8.3. Third-Party Claims. In the event UL or its Affiliates or their Representatives become subject to third-party claims (including governmental actions or investigations) related to Customer’s or its Affiliates’ products or other objects of Services (including any claims related to their safety, design, manufacturing, marketing, sale, or compliance with intellectual property rights), Customer Information, or Customer’s or its Affiliates’ use of a UL Mark or of any UL Information and Materials, then Customer agrees to defend, indemnify, and hold harmless such entity or individual from and against all resulting liabilities, damages, fines, losses, and reasonable expenses (including legal fees). An entity or individual entitled to a defense under this clause has the right to select counsel and to control the defense of claims against them. If a final adjudication determines that a claim resulted from UL’s (or its Affiliate’s or Representative’s) negligence or willful misconduct, then Customer’s indemnification obligation will be reduced to the extent attributable to such negligence or willful misconduct. UL may require that Customer provide evidence of insurance coverage that addresses any potential third-party liability.
9. Governing Law and Dispute Resolution
9.1. Governing Law. This GSA, and any Service Agreement entered into pursuant to this GSA and any Services provided under any such Service Agreement will be governed by the laws of the State of Illinois, United States of America, without reference to its choice of law principles.
9.2. Dispute Resolution. All disputes, claims, or differences related to this GSA, a Service Agreement, or the Services will be finally settled by confidential arbitration (except for the limited court remedies provided below). The arbitration will be administered in Chicago, Illinois by the American Arbitration Association, in accordance with its then-current Commercial Arbitration Rules. The arbitration will be conducted in English before a single arbitrator agreed to by both parties (or if the parties cannot so agree, an arbitrator appointed by the American Arbitration Association). The arbitrator does not have authority to modify this GSA or a Service Agreement. The arbitrator’s decision will be the binding and final remedy for any dispute related to this GSA, a Service Agreement, or the Services. In the event a party rejects a written financial offer to settle a dispute and ultimately does not receive an arbitration award greater than such offer, such party will be responsible for the other party’s reasonable legal fees and expenses incurred after presentation of the offer (and, if applicable, such party will not be entitled to recovery of its own legal fees or expenses incurred after its rejection of the offer). A party may seek from a court of competent jurisdiction judgment on an arbitration award or provisional remedies in aid of arbitration. UL may also seek from a court of competent jurisdiction injunctive relief to prevent misuse of UL Marks or otherwise enforce its rights in UL Marks.
10. General Provisions
10.1. Independent Contractor. The relationship created by this GSA is strictly that of independent contractors and does not constitute any form of partnership, joint venture, joint authorship, or agreement for the sharing of profits or losses. Neither party assumes any responsibility for the other party’s business or operations.
10.2. Entire Agreement. This GSA and any Service Agreements constitute the entire agreement between the parties and supersede any prior or contemporaneous agreements and understandings between the parties regarding any of the same subjects. In the event of any conflict between the terms of this GSA and other terms of a Service Agreement (including any applicable Service Terms), the other terms will control but only with respect to that Service Agreement. No additional or different terms in other business documents or communications (such as requests for proposals or marketing materials) will modify this GSA or a Service Agreement or bind the parties. If UL accepts a purchase order issued by Customer in connection with a Service Agreement, then such acceptance is for administrative purposes only (such as to satisfy Customer’s internal billing processes or to signify Customer’s acceptance of the Service Agreement) and any terms included or referenced in the purchase order are of no effect (even if they purport to be controlling) and do not form part of or modify any Service Agreement or this GSA. Likewise, if UL accesses an online portal or other tool used by Customer with its suppliers (for example, an online portal for Customer’s suppliers or a portal through which Customer delivers purchase orders), any terms or conditions associated with such portals or tools are of no effect (even if they purport to be controlling and even if required to be accepted as a condition of use) and do not form part of or modify any Service Agreement or this GSA.
10.3. Force Majeure. The time for a party to perform an obligation under this GSA or a Service Agreement will be extended by the duration of any disruption attributable to unforeseen and uncontrollable events constituting force majeure (such as fire, flood, earthquake, natural disaster, governmental actions, epidemic disease, acts of God, acts of war, terrorism, riots, civil disorder, rebellions, or other similar cause beyond the reasonable control of the affected party). The affected party must give notice of such event to the other party with reasonable promptness, specifying the cause of the delay, and must use reasonable efforts to resume performance of its obligations as promptly as practicably possible. A force majeure event does not modify either party’s termination rights.
10.4. Trade Compliance. Customer represents and warrants that it: (1) will not cause UL or its Affiliates to violate any export, trade, or other economic sanction law, (2) will promptly advise UL if Services involve technology or data that is subject to any government controls (including any United States export controls) and will promptly supply all information needed to comply with those controls, and (3) will make payment for Services with funds obtained and through financial institutions and accounts in compliance with applicable laws concerning the prevention of money laundering, terrorist financing, and other illicit activities (including those enforced by the United States).
10.5. Notices and Communications. Notices must be in writing, addressed to a principal or a primary contact at the recipient party, and effective when delivered by hand, mail, or email (provided that the sender retains time-dated proof of transmission of any electronic communication). Notices to UL must include a copy by email to legal.notices@ul.com and an English translation (if the notice is in a different language). Ordinary business communications between the parties are not subject to the foregoing requirements. Any communications between the parties related to this GSA or a Service Agreement (including notices, invoices, and other documents or communications related to Services) may be in English.
10.6. Timeframes. No delay in exercising any right or remedy under this GSA or a Service Agreement waives such right or remedy. Unless a longer period is required by applicable law, notice of any claims between the parties relating to this GSA, a Service Agreement, or the Services must be specified in writing within one year after such claim arises or it will be barred; however, the foregoing does not apply with respect to any indemnification rights related to third party claims.
10.7. Waiver and Modification. Any failure by a party to insist upon the performance of any provision of this GSA or a Service Agreement will not constitute a waiver of any rights or a waiver of any right to future performance of that provision. Except as otherwise set forth in this GSA, any waiver of or amendment to any provision of this GSA or a Service Agreement is effective only if set forth in a writing executed by the parties.
10.8. Assignment. Customer may assign its rights or obligations under this GSA or a Service Agreement only with UL’s prior written consent. UL may assign its rights or obligations under this GSA or a Service Agreement to one of its Affiliates, to a purchaser of all or substantially all of its stocks or assets, or to a third party participating in a merger or other corporate reorganization in which UL is participating.
10.9. Third-Party Beneficiaries. This GSA and any Service Agreement are intended solely for the benefit of the parties thereto and their respective successors and assign and no legal or equitable rights, benefits, or remedies of any nature whatsoever are conferred upon any other person or entity. However, UL Affiliates are third-party beneficiaries with respect to the UL Mark and other intellectual property owned or licensed by UL Affiliates.
10.10. Severability. If any provision in this GSA or a Service Agreement is invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected.
10.11. Survival of Terms. The following sections of this GSA survive a termination of this GSA: Confidentiality and Information Handling; Invoicing, Payment, and Change Orders; Intellectual Property Rights, UL Marks, and Data Protection; Term and Termination; Limitations and Disclaimers; Governing Law and Dispute Resolution; and General Provisions.
10.12. Understanding of Terms. The headings and sub-headings in this GSA are solely for convenience and do not govern its interpretation. The parties acknowledge they have read and understood this GSA and that no provision of this GSA may be construed against any party on the basis that such party was a draftsman. The parties have agreed to the preparation of this GSA and related materials in English, and in the event a translation is required, the parties agree to cooperate in the preparation of a mutually agreeable translation, with the understanding that the English version remains controlling.
10.13. Execution. This GSA, any Service Agreement, and any related documents (such as Change Orders) may be electronically signed (such as by DocuSign), executed in multiple counterparts, delivered by electronic mail as a scanned document, or accepted by way of an online click-to-accept tool provided by UL, and the foregoing will be treated in all respects as having the same effect as an original signature. An individual accepting this GSA, a Service Agreement, or a related document for a party has the authority to bind that party.
11. Definitions
11.1. “Affiliate” means, (1) with respect to UL, UL Solutions Inc. and any entity that is directly or indirectly owned or controlled by UL Solutions Inc., and (2) with respect to Customer, an entity that directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with Customer (where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than fifty percent of the voting equity securities or other equivalent voting interests of the entity).
11.2. “Change Order” means a document that memorializes changes to a Service Agreement as agreed to by UL and Customer. A Change Order may be either (1) a document that is prepared by a party and accepted by any means permitted for the underlying Service Agreement, or (2) UL’s written confirmation to Customer of a change that Customer requested or to which the parties had separately agreed. A Change Order will identify any changes to the Services or associated fees, and if applicable, will identify any additional terms that apply to the revised Service Agreement. A Change Order is subject to the Service Agreement it modifies (except for any original text modified by the Change Order).
11.3. “Confidential Information” means confidential and proprietary information about a party’s or its Affiliates’ products, services, business, or intellectual property, including: (1) strategic plans, (2) financial information, (3) designs, sketches, prototypes, or plans for products or services, (4) engineering and technical information such as software, test processes and methodologies, data, and test equipment and fixtures, (5) trade secrets, or (6) information concerning a party’s business partners. UL’s Confidential Information includes UL Information and Materials. Confidential Information does not include information that contemporaneous documentation shows: (1) is in the public domain other than due to a violation of this GSA, (2) was known to the receiving party before the disclosure by the disclosing party, (3) is subsequently provided to the receiving party by another source without violation of confidentiality obligations, or (4) is independently developed by a party without reference to or use of the other party’s Confidential Information.
11.4. “Customer Information” means all information and data provided to UL or its Affiliates by Customer or on Customer’s behalf (including Customer’s Confidential Information).
11.5. “Representatives” means UL’s and its Affiliates’ employees, directors, officers, agents, and subcontractors.
11.6. “Service Agreement” means a written agreement for UL (or its Affiliate) to provide Services to Customer (or its Affiliate), which may take the form of a quote, proposal, statement of work, project confirmation, or similar document. A Service Agreement may include or reference applicable Service Terms or other additional terms, which form part of the Service Agreement.
11.7. “Service Terms” mean UL’s additional terms for a specific type of Service, as identified in the Service Agreement. Service Terms are available on the UL Solutions website at https://www.ul.com/resources/contracts (upon request, UL will provide Customer a print or electronic copy of any Service Terms), and UL may update the Service Terms on that website, provided that any updates may only be effective on a going-forward basis. Any references in Service Terms or other terms to “UL” or “UL Contracting Party” should be understood as a reference to the UL party identified in the applicable Service Agreement.
11.8. “UL Marks” mean the trademarks, service marks, certification marks, trade names, logos, domain names, corporate identifiers or other intellectual property rights of UL or its Affiliates, which may contain or include “UL”, “UL Solutions”, “Underwriters Laboratories” or variations or derivatives thereof.
11.9. “UL Information and Materials” means any procedures, methodology, data, calculations, notes, templates, know-how, reports, deliverables, or other materials in any form prepared, conceived, or generated by UL, its Affiliates, and their Representatives, including in the course of Services.