These Control System Assessment Terms (“Assessment Terms”) describe the fixed-fee Control System Assessment offered by joyAutomation, LLC (“Joy Automation”) and supplement the General Terms and Conditions (“T&Cs”), which govern the engagement in full. References written as “T&Cs Section N” point to the General Terms and Conditions; plain section references point to these Assessment Terms. Where the two conflict, the T&Cs govern unless a Statement of Work (“SOW”) states otherwise. Capitalized terms not defined here carry the meaning given in the T&Cs.

1. What the Assessment Is

The Assessment is a fixed-fee engagement performed remotely, consisting of (a) video sessions with Customer personnel, (b) review of the system exports and records described in Section 4, and (c) delivery of a written report (the “Report”). The Report covers current state, risks, and options, including where modern technology fits the operation and where it does not, and includes a fixed quote for the work Joy Automation recommends. The fee is flat and does not vary with hours worked.

2. What the Assessment Is Not

The Assessment is advisory. It does not include changes of any kind to Customer systems, whether live or offline; programming, configuration, commissioning, or startup; network changes; a safety review, arc flash study, or any work requiring the seal of a licensed professional engineer; a security audit, penetration test, or compliance certification (for example IEC 62443, NIST, or NERC CIP); vendor negotiation on Customer’s behalf; or supervision of Customer personnel or third-party contractors. Joy Automation does not connect to Customer networks or equipment during the Assessment unless expressly agreed in an SOW.

3. Fee and Payment

3.1 The Assessment fee is $7,500, flat.

3.2 Fifty percent (50%) is due by credit card at booking. Joy Automation reserves schedule capacity and begins work when that payment clears. Other payment methods for the booking payment require Joy Automation’s prior written agreement.

3.3 The balance is invoiced on delivery of the Report and is payable by credit card or ACH under T&Cs Section 6 (Payment Terms).

3.4 An optional onsite walkdown is available at $2,800 per day plus travel, lodging, meals, and incidental expenses at GSA per diem rates. Onsite work is quoted separately and added by Project Change Request under T&Cs Section 3. Onsite work is performed within the continental United States; international engagements are quoted case by case.

3.5 All fees exclude applicable sales, use, and similar taxes.

4. Customer Materials

“Customer Materials” means the information Joy Automation needs in order to perform the Assessment. Customer shall deliver the following, to the extent each exists and is within Customer’s possession or control:

4.1 Control system programs. PLC, PAC, and safety controller programs or backups, in native or exported format, together with the software version and revision used to create them.

4.2 Visualization and SCADA projects. HMI applications, SCADA or MES projects, and reporting configurations, together with version information.

4.3 Network documentation. Network diagrams, IP address schedules, VLAN assignments, firewall rules relevant to the control system, and any remote access arrangements in use.

4.4 Operating history. Historian or trend exports, alarm and event logs, and downtime records, covering the period Joy Automation identifies at kickoff.

4.5 Asset and license records. Equipment lists, panel drawings, firmware versions, installed software with license and support status, and support contracts in effect.

4.6 People. A single point of contact authorized to answer questions on Customer’s behalf and to approve scope, and reasonable access during the sessions to the personnel who operate and maintain the systems under review.

Customer shall deliver Customer Materials by the transfer method Joy Automation specifies. Customer represents that it holds the rights necessary to share Customer Materials with Joy Automation for this purpose under T&Cs Section 8.6, including any rights held by system integrators, machine builders, or software vendors.

5. Timing of Customer Materials

5.1 Customer Materials are due within ten (10) business days after kickoff.

5.2 Joy Automation will confirm in writing when Customer Materials are complete, or will identify what remains outstanding. Customer Materials are not complete until Joy Automation confirms in writing.

5.3 Where the gaps remaining after the period in Section 5.1 are limited, Joy Automation may proceed and state the resulting limitations in the Report.

5.4 Where Customer Materials remain materially incomplete after the period in Section 5.1, the engagement is subject to pause under Section 7.

6. Schedule and Delivery

6.1 Joy Automation will deliver the Report within fifteen (15) business days after confirming under Section 5.2 that Customer Materials are complete. That period runs from the date of confirmation, not from kickoff or from the date of the SOW.

6.2 Sessions are scheduled at mutually agreed times during business hours as defined in T&Cs Section 9.

6.3 Either Party may reschedule a session with at least two (2) business days notice. A session that Customer does not attend, or cancels with less notice, counts as one of the sessions included in the Assessment, and Joy Automation is not obligated to add sessions in its place.

6.4 Any expansion of scope, including additional sites, additional systems, or systems not identified at kickoff, is handled as a Project Change Request under T&Cs Section 3.

7. Delay, Pause, and Restart

7.1 If Customer Materials are not delivered, or scheduled sessions do not take place, Joy Automation will notify Customer in writing that the engagement is at risk of pause.

7.2 After thirty (30) calendar days without the Customer Materials or the session participation required to proceed, the engagement is paused. Amounts already invoiced remain due and are not refundable.

7.3 Restarting a paused engagement is subject to Joy Automation’s availability at the time of the request and to the rates and terms then in effect. Joy Automation will credit amounts already paid toward a restarted Assessment for twelve (12) months following the pause date.

7.4 Scheduling and financial impacts caused by Customer delay are handled under T&Cs Section 4 (Customer Materials Delay).

8. Onsite Walkdown

This Section applies only where an onsite walkdown is added under Section 3.4.

8.1 Customer provides site access, escort, and any site-specific safety training or orientation required for Joy Automation personnel to be present.

8.2 Joy Automation personnel observe and document. They do not operate Customer equipment, perform energized work, or take any action requiring lockout or tagout. Customer remains responsible for its own safety program, including lockout, tagout, and permitting.

8.3 Joy Automation personnel arrive with standard personal protective equipment. Customer provides any protective equipment specific to the hazards of the site.

9. Use of and Reliance on the Report

9.1 The Report is based on Customer Materials and on statements made by Customer personnel. Joy Automation does not independently verify Customer Materials and does not warrant the condition of Customer systems.

9.2 The Report is advisory. It is not a substitute for review by Customer’s own engineering, safety, and information technology functions, or for any determination reserved to a licensed professional engineer.

9.3 The Report is licensed to Customer for internal business use under T&Cs Section 8.1. Customer may share the Report with its own personnel, affiliates, and advisors who are bound by obligations of confidentiality. Public distribution, or use of the Report in Customer’s marketing, requires Joy Automation’s written consent.

9.4 No party other than Customer may rely on the Report.

10. Validity of the Quote

10.1 The fixed quote included in the Report is valid for sixty (60) days from the date the Report is delivered.

10.2 The quote assumes the conditions described in the Report and the accuracy and completeness of Customer Materials. Conditions later discovered to differ materially are handled as a Project Change Request under T&Cs Section 3.

10.3 Projects that follow an Assessment are fixed-bid. Joy Automation does not perform project work on an open-ended hourly basis.

11. Confidentiality and Retention of Customer Materials

11.1 Customer Materials are Confidential Information under T&Cs Section 11.

11.2 Joy Automation retains Customer Materials for the duration of the Assessment and for twelve (12) months after delivery of the Report, so that follow-on work can proceed without a second collection, and then deletes them.

11.3 Customer may request deletion in writing at any time. Joy Automation will delete within thirty (30) days of the request, excluding copies held in routine backups until those backups expire on their normal schedule, and excluding the Report itself and Joy Automation’s own working notes and Joy Automation Materials as defined in T&Cs Section 8.2.

11.4 Joy Automation does not disclose Customer Materials to vendors, integrators, or other third parties without Customer’s written consent.

12. Cancellation

12.1 Customer may cancel the Assessment at any time before the first session. The booking payment under Section 3.2 is not refundable, as schedule capacity is reserved when it is received.

12.2 If Joy Automation cancels the Assessment for any reason other than Customer’s breach or non-payment, Joy Automation refunds amounts paid for work not performed.