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MGE <br /> UPS SYSTEMS <br /> gamommANAMEM SCHEDULE C <br /> SERVICE AGREEMENT <br /> A. Cancellationfor Convenience: (continued) <br /> If Customer cancels for its convenience, any service fees paid in advance will be pro-rated and credited <br /> back to Customer in the form of a credit for future services less the applicable early cancellation fee. If <br /> MGE' s service obligations under the attached Equipment Schedule for the Cancelled Equipment <br /> include the proactive replacement of capacitors (i.e. ; other than due to the capacitor' s failure) and/or the <br /> replacement of batteries, and if the cancellation occurs after the replacement of either component, then <br /> in addition to the cancellation fee contained in this section, Customer shall pay MGE the difference <br /> between the list price then in effect for the applicable replacement service and the discounted amount <br /> previously paid as part of the service agreement. <br /> B . Termination for Cause : This Agreement may be terminated immediately on written notice by either <br /> party in the event the other party (i) breaches any term of this Agreement and fails to cure such breach <br /> within thirty (30) days following receipt of written notice thereof from the non-breaching party; (ii) if <br /> the other party becomes insolvent or upon the institution by the other party of insolvency, receivership <br /> or bankruptcy proceedings or any other proceedings for the settlement of its debts; (iii) following the <br /> institution of such proceedings against the other party, which proceedings are not dismissed or <br /> otherwise resolved in that party's favor within sixty (60) days thereafter or upon the other party's <br /> making a general assignment for the benefit of creditors or the other party's dissolution or ceasing to <br /> conduct business in the normal course, (iv) or in the event Customer engages a third party to perform <br /> emergency or corrective maintenance on the equipment which is under contract by this Agreement. In <br /> the event of a Customer breach of subsection (iv) above, MGE' s indemnification and warranty <br /> obligations hereunder shall be void and MGE shall have no indemnification obligation or liability for <br /> damages caused as a result of the third party's actions or inaction. The parties further agree that, from <br /> the nature of the services to be provided, it would be impracticable or extremely difficult to fix the <br /> actual damages, if any, which may result to Customer from a breach by MGE of this Agreement or <br /> from any failure by MGE to perform any of its obligations hereunder. Therefore, in the event this <br /> Agreement is terminated due to a breach by MGE, which breach remains uncured for the period <br /> described herein, the Parties agree that Customer' s sole remedy shall be exclusively limited and fixed <br /> (as liquidated damages and not as a penalty) at the sum equal to the portion of the annual service fee <br /> paid hereunder by Customer for the period of time that would have remained under the Term but for <br /> said early termination for breach. <br /> C. Suspension of Service: In the event Customer fails to remit payment for the amount listed on the Work <br /> Authorization, MGE shall have the right without liability and without limiting any other right or remedy <br /> available, place Customer on service hold and suspend any and all preventive, corrective, and <br /> emergency services to Customer. Suspension of service by MGE does not relieve Customer of its <br /> obligation to pay the contracted service fees. In the event of a dispute in payment, the Parties agree to <br /> use its reasonable commercial best efforts to resolve the dispute in a timely manner. <br /> 6. Warranty Period and Disclaimer: MGE represents and warrants that all services performed hereunder shall be <br /> performed in accordance with Customer' s specifications and requirements and with all necessary care, skill and <br /> diligence. Performed services done during the Package Term are warranted against defects in design and <br /> workmanship for a period of ninety (90) days from the date of service or until the expiration, cancellation, or <br /> termination of the Work Authorization, whichever time period is sooner. Any "Buy-out" parts and/or materials <br /> (defined herein as any Non-MGE manufactured parts and/or material(s)), shall be warranted under the <br /> manufacturer's warranty terms and conditions, and MGE disclaims any additional warranties, as referenced <br /> herein and made part hereof. MGE EXCLUDES AND DISCLAIMS ANY IMPLIED WARRANTY OF <br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND CUSTOMER AGREES TO <br /> HOLD MGE HARMLESS FROM ANY DAMAGES THAT ARISE FROM SERVICES PERFORMED IN <br /> STRICT ACCORDANCE WITH THE CUSTOMER'S SPECIFICATIONS . <br /> /I/ <br /> May 2005 — Rev A <br />