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MGE UPS SYSTEMS SERVICE AGREEMENT • Replacement of bearings on a motor-generator set (applicable only for PowerBloc® series of UPS systems). • Start-up, standby, battery and/or proactive capacitor replacement. III. Insurance: During the term of this Agreement, MGE, at its own cost and expense, shall obtain and maintain adequate insurance coverage as is necessary and in amounts as would a reasonably prudent businessperson. Upon Customer's request, MGE shall endeavor to provide Customer with evidence of MGE's insurance and shall provide Customer with thirty (30) days advance written notice of any cancellation or material change in coverage. IV. Customer's Resaonsibilities: In addition to payment and reporting requirements, Customer is responsible to maintain an optimum environment for the equipment including, but not limited to, maintaining the temperature of the equipment room at or below 85 degrees Fahrenheit, controlling humidity so that there is no condensation, keeping the area free of corrosive materials, conducting routine inspection and replacement of any air filters, and keeping the area clean and clear of loose dirt and debris. MGE shall not be liable for any damages incurred as a result of Customer's failure to follow proper environmental protocol for the equipment. V. ConfTidendpility : During the course of performing the duties hereunder, the Parties may furnish information which may be confidential and proprietary in nature. The Parties agree that neither shall disclose any such information to any other person nor use such information itself for any purpose other than performing the services required under this Agreement. This Section shall also apply to drawings, specifications, or other documents prepared by MGE for Customer in connection with this Agreement. 'Ibis Section shall survive the expiration or earlier termination of the Agreement and remain in full force and effect for a period of 10 years. In the event of an authorized disclosure, the Parties shall advise its employees of the obligations containers herein. VI. Miscellaneous: A. Force Mgjeure: Neither party shall be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by reason of acts of God, war, revolution, civil commotion, acts of public enemy, embargo , acts of government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing or boycotts, or any other circumstances beyond the reasonable control and not involving any fault or negligence of the delayed party ("Condition"). If any such Condition occurs, the party delayed or unable to perform upon giving prompt notice to the other party, shall be excused from such performance on a day-to-day basis during the continuance of such Condition (and the other party shall likewise be excused from performance of its obligations on a day-to-day basis during the same period); provided, however, that the party so affected shall use its best reasonable efforts to avoid or remove such Condition, and both parties shall proceed immediately with the performance of their obligations under this Agreement whenever such causes are removed or cease. B . Entire Agreement: This Agreement together with its Schedules constitutes the entire agreement between the parties and cancels all contemporaneous or prior agreements, whether written or oral, with respect to the subject matter of this Agreement No modifications shall be made to this Agreement unless in writing and signed by authorized representatives of the parties. C . Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the successors and assigns of MGE and the Customer. Neither this Agreement nor any right hereunder may be assigned by the Customer without the prior written consent of MGE, which consent shall not be unreasonably withheld. The parties mutually agree that any action for breach of or upon a matter arising out of this Agreement must be commenced within one year after the cause of action accrues or it is forever barred. D. Severability: If for any reason any provision of this Agreement, or the application of such provision to any person or circumstances, or in any legal action, shall be found or held unenforceable or invalid in any State or other jurisdiction, such circumstances shall not have the effect of rendering the provision in question unenforceable or invalid as to any other person, circumstance, or action and shall not affect any other term or provision of this Agreement to any extent whatsoever. QF-7200-01 January 2007 — Rev 8