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MGE UPS SYSTEMS PRODUCT AND SERVICE AGREEMENT not paid. Further, in the event of non-payment, MGE retains the right to refuse to provide further product and/or services until payment and/or applicable interest is made to MGE. 5 . Term : This Agreement shall govern the course of business between the Parties and shall remain in effect until specifically terminated by the Parties in accordance with the terms herein. 6. Cancellation, Termination or Suspension of Product and Service: A. Service Cancellation for Convenience: Customer may cancel this Agreement for the Customer' s convenience prior to the natural expiration of the current Package Term for any or all equipment unit(s) listed on the attached Equipment Schedule, PROVIDED HOWEVER, I ) Customer provides MGE with thirty (30) days advance written notice of Customer' s intent for early cancellation for Customer' s convenience, and 2) Customer pays MGE an early cancellation charge equal to ten percent ( 10%) of the contract price for the equipment unit(s) that are being cancelled or $500.00, whichever sum is greater. "Customer convenience" shall be defined as the cancellation of this Agreement or equipment unit(s) ("Cancelled Equipment") without cause and/or not due to an uncured breach by MGE, or in the event Customer takes the equipment unit(s) out of service or replaces the equipment units) with non-MGE units. 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. Product Cancellation / Change:_Customer may cancel Product orders accepted by MGE only upon written consent of MGE . In the event of any cancellation or withdrawal of a Product order for any reason, Customer shall pay to MGE 25% of the Product order plus costs incurred by MGE for manufactured goods, and 100% for already purchased buy-out Products relating to the order. Special Product orders for items not normally stocked are non-cancelable and non-refundable. Customer agrees that if Customer hereafter makes any changes in the quantities scheduled for shipment from those shown on Customer's purchase order, Customer agrees to pay MGE any increase in price attributable to MGE's then current prices applicable to any additional quantities ordered, in addition to all actual costs and fees associated with changed orders. C. Termination for Cause: This Agreement, as it relates to Services, 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 parry'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. The from_ & breach-by N4GE of this A grQomont @; fi-7o , , failai:e by A4C&h to p@F FM any of its QF-7200-00 Rev C 2007 V