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MGE UPS SYSTEMS SERVICE AGREEMENT A, Cancellation for Convenience: (continued) If Customer cancels for its convenience, any service fees paid in advance will be pro-rated and credited back to Customer in the form of a credit for. future services less the applicable early cancellation fee. If MGE' s service obligations under the attached Equipment Schedule for the Cancelled Equipment include the proactive replacement of capacitors (i.e. ; other than due to the capacitor' s failure) and/or the replacement of batteries, and if the cancellation occurs after the replacement of either component, then in addition to the cancellation fee contained in this section, Customer shall pay MGE the difference between the list price then in effect for the applicable replacement service and the discounted amount previously paid as part of the service agreement. B. Termination for Cause : This Agreement may be terminated immediately on written notice by either party in the event the other party (i) breaches any term of this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice thereof from the non-breaching party; (ii) if the other party becomes insolvent or upon the institution by the other party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of its debts; (iii) following the institution of such proceedings against the other party, which proceedings are not dismissed or otherwise resolved in that party's favor within sixty (60) days thereafter or upon the other party's making a general assignment for the benefit of creditors or the other party's dissolution or ceasing to conduct business in the normal course, (iv) or in the event Customer engages a third party to perform emergency or corrective maintenance on the equipment which is under contract by this Agreement. In the event of a Customer breach of subsection (iv) above, MGE's indemnification and warranty obligations hereunder shall be void and MGE shall have no indemnification obligation or liability for damages caused as a result of the third party' s actions or inaction. �fmtl , the nature of the services to be provided, it would be impracticable or extremelydi o fix the actual damages, if any, which may result to Customer from a breach b � o this Agreement or from any failure by MGE to perform any of its obligatio rt "er. Therefore, in the event this Agreement is terminated due to a breach b ich breach remains uncured for the period described herein, the Parties agree omer's sole remedy shall be exclusively limited and fixed (as liquidated dama as a penalty) at the sum equal to the portion of the annual service fee paid here tomer for the period of time that would have remained under the Term but for OF bN98hi C. Suspension of Service : In the event Customer fails to remit payment for the amount listed on the Work Authorization, MGE shall have the right without liability and without limiting any other right or remedy available, place Customer on service hold and suspend any and all preventive, corrective, and emergency services to Customer. Suspension of service by MGE does not relieve Customer of its obligation to pay the contracted service fees. In the event of a dispute in payment, the Parties agree to use its reasonable commercial best efforts to resolve the dispute in a timely manner. 6. Warranty Period and Disclaimer: MGE represents and warrants that all services performed hereunder shall be performed in accordance with Customer's specifications and requirements and with all necessary care, skill and diligence. Performed services done during the Package Term are warranted against defects in design and workmanship for a period of ninety (90) days from the date of service or until the expiration, cancellation, or termination of the Work Authorization, whichever time period is sooner. Any "Buy-out" parts and/or materials (defined herein as any Non-MGE manufactured parts and/or material(s)), shall be warranted under the manufacturer's warranty terms and conditions, and MGE disclaims any additional warranties, as referenced herein and made part hereof. MGE EXCLUDES AND DISCLAEKS ANY H4P'LIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CUSTOMER AGREES TO HOLD MGE HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN STRICT ACCORDANCE WITH THE CUSTOMER'S SPECIFICATIONS, 7 . Indemnification: Except to the extent caused by the negligent acts or omissions or willful misconduct of Customer or outside third parties, and subject to the limitations stated herein, MGE agrees to indemnify, defend and hold harmless the Customer from and against direct losses, costs, damages, liability, and expense arising from injury to any person or damage to real or tangible personal property to the extent such is caused by the negligent acts or omissions or willful misconduct of MGE, its employees, or agents in the performance QF-7200-02 January 2007 — Rev B