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Recelvea : 8 / 16 / 06 11 : 42AM ; 9642679184 - > IRC EMERGENCY SERV ; Page 3 FROM REP ! HY SYSTEMS WED ) KUG 10 20600 47 / Si . 9 ' - o / Nc 6832019E54 P s a . TITLE Title to all documentation and software relating to the Equipment shall remain with Replay or its supplier, its applicable. Purchaser, as licensee, acknowledges that all such documentation and software arc proprietary and confidential, and will hold in confidence all such information. as well as information concerning maintenance and diagnostics. Purchaser shall have the right to use such software as long as Purchase Owns the Equipment to which the software relates, and agrees to hold in confidence all twhnical and trade secret information including, without limitation. the content of and information relating to software, including source code, object code, software updates supplied by Replay in respect thtaeto, all subsequent modifications of code made by Replay pursuant to maintenance and/or diagnostic evaluatiun, and all documentation relating to any of the foregoing. Purchaser ensures that attar to such information will be limited to employees who must have mwcss to use the Equipment effectively. The fictions. provisions, and obligations of this section 4 shall survive the termination of this Agreement. 5. EXCLUSIONS Replay' s services to the Purchaser hereunder do not include; a Electrical work eaterttal to the Equipment; b. Maintenance of accessories, aunt;hments, machines, or devices other than the Equipment and/or not furnished by Replay; C. Repair of damages resulting from: accident, neglect, negligence, intentional conduct or misuse; fluctuations of temperature or humidity; failure of electrical power; lightning; chases other than ordinary usc ; or maintenance or repair of the Equipment by persons other than Replay personnel or its authorized representatives; d. Painting or refinishing, making changes or modifications unrelated to a failure of the Equipment, or performing services connected with relocation of Equipment; is Adding or removing accessories, attachments, or other devices: f. Services rendered impmetical due to alterations to the Equipmentor because of electrical or other connections to the Equipment not supplied by Replay; g. Any items or services not specifically described in section 3, above. E. CHARGES Charges for services provided under this Agreement are invoiced on an annual basis and are payable by Purchaser upon receipt of invoicc. All other ehurges hereunder are likewisc payable by Purchaser pursuant to the Florida Prompt Payment Act, FS 218. 70, Furthermore, Replay' s obligations hereunder during the Tena and during any renewal thereof, shall commence only after receipt of full payment by Purchaser of the invoice for said Term, and Replay may suspend service hereunder during any period in which payment of any invoice is dchnqu rat. It' the cnmmuiry of coverage under this Agreement (or brnvicen the date of termination of the original manufacturer's warranty and the date of commencement of the initial Term of this Agreement) is interrupted or suspended due to non-receipt of payment from the Purchaser, or for any reason other than an action or omission on the pan of Replay, Replay may require an on-sire evaluation of the Equipment to daatninc the condition of the Equipment before continuation of this Agreement gues into effect. The con of pans. labor, and travel to conduct such an evaluation, and all expanses incurrai in order to return the Equipment to serviceahle standards of operation as deemed necessary by Replay, will be responsibility of Purchase. 7. GENERAL a. Replay' s obligations hereunder are subject to delays caused by labor difficulties; fires; casualties and accidents: acts of the elements; acts of u public enemy; transportation difficulties ; inability to obtain its equipment materials, or qualified labor sufficient to fill its orders; government interference or regulations: and other causes beyond Replay's control. b. Any or all of Replay 's rights or obligations under this Agreement nmy be assigned by Replay with notice to and consent of the Purchaser, and, on such assignment, Replay shall be release of all obligations hereunder, which obligations shall be the responsibility of the assignee thereof. C. Replay reserves the right to modify or delete any tam of this Agreement effective as of any anniva date of the Agreement by giving at least thirty (30) days prior written notice to Purchaser. Purchaser may then elect to accept the Agreement with such modification(s) or deletion(s), or to terminate the Agreement. Failure by the Purchaser to temninate this Agreement in writing within the thirty (30) day notice period shall signify accepancc of the Agreement w amended. d. This agreement may be entered into and/or modified only by Replay' s President and an authorized representarivc of Purchaser. Purchaser represents and warrants that the perwn executing this Agreement on behalf of Purchaser is duly authorized to take such action on behall' of Purchaser. 2 ss/rcplay.s iccag. 10.7.03