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.":::t1YrtS
<br />®
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<br />AN�'�MONS
<br />I he following terms and conditions shall apply
<br />Upon expiration or,,tennination - of this
<br />Any and all programs and other materials
<br />mly as specified in paragraph 2 of the Agreement
<br />Agreement or any' extension or. renewal
<br />provided to Customer by Company in con -
<br />or Telecommunications Services.
<br />thereof, Customer will make the Products ' ' r
<br />nection with the Services shall remain the
<br />1. Rights and Obligations of Customer
<br />• available for removal, which shall bcaccom-
<br />exclusive and confidential property of Com-
<br />plishcd in a careful, workmanlike, and
<br />pany, are licensed to Customer solely for use
<br />Company shall provide for Customers use
<br />reasonably expeditious fashion. Company
<br />in connection with the Services provided.
<br />the products and services ("Services") spcci-
<br />shall not be obligated to restore the premises
<br />shall not be reproduced or copied, except as
<br />fied in Section 2 (which term shall include
<br />to their original condition.
<br />required for the authorized use of the
<br />any supplementary schedules later appended
<br />Company shall bear the risk of loss or
<br />Services, and shall, if in tangible form, be
<br />by mutual agreement) at the rates and for the
<br />'s
<br />damage to. the. Products, except that Cus-p
<br />returned -upon Com an 's request.,Custom-
<br />y
<br />term(s) specified therein. Com an Pay-
<br />P p y y
<br />tomer shall be liable for any loss or damage
<br />er agrees it wilr not disclose or otherwise
<br />intent Plan, attached hereto as an Appendix
<br />the Products arising from Customer's
<br />make an such materials available, in an
<br />y y
<br />and incorporated herein h this reference,
<br />p y
<br />negligence, intentional act, unauthorized
<br />n
<br />form, to persons other than employees or
<br />describes certain options available to Com-
<br />maintenance other cause within the yeas
<br />agents of the Customer who are notified by
<br />party's customers. Sul.iect to the restrictions
<br />sortable controolf Customer, its employees
<br />Customer of this restriction ant chose work
<br />and limitaonsconiamed therein. Custontc
<br />u
<br />mac elm auy of those upuons during the
<br />or agents. in the event of any loss or damage
<br />w
<br />in connection with the Services makesch
<br />disclosure necessary. 'rhe requirements for
<br />term of this Agreement. (Whenever used
<br />to the products for which Customer is liable,
<br />Customer shall reimburse Company for the. • . :.
<br />confidentiality set out in this Section shat
<br />nercin, the term "Agreement" refers to the
<br />•, ,
<br />reasonable cost of repair or replacement.
<br />not..apply to materials or inf ormation which
<br />Agreement for Telecommunications Scrv-
<br />b
<br />are, or become, available to the public by act
<br />ices to which this Attachment A is appended
<br />Z.•
<br />Rights and Obligations of Company
<br />not attributable to Customer, or can be
<br />and all subordinate documents.)
<br />shown to have been known previously by
<br />Any eyuipmcnt or other products specified
<br />Company will install, maintain and repair
<br />Customer, or are independently developed
<br />in Section 2 (the "Products") shall remain
<br />�
<br />the Products and will provide to users of the
<br />by Customer outside this Agreement or are
<br />the sole and exclusive property of Company
<br />Servicessuch training, instructional material
<br />rightfully obtained by Customer from other
<br />or its assigns, and nothing contained herein
<br />and other support' services as Company
<br />parties without restriction.
<br />shall give or convey to Customer an •
<br />b ) right.
<br />deems appropriate. Customer will pay addi-
<br />clonal charges established by Company For 3.
<br />Payment
<br />title or interest whatever in the Products;
<br />st
<br />support services in addition to those
<br />,
<br />Recurring charges to be paid by Customer
<br />which shall all times be and remain
<br />personal property. l times the an that they
<br />ordinarily provided by Company.
<br />will be billed monthly in advance. All charges
<br />may be or become attached to or embedded
<br />Company will make every reasonable effort
<br />(recurring or nonrecurring) are due and
<br />payable upon receipt of Company's invoice -
<br />in realty. Company shall be entitled, at any
<br />to complete installation of the Services by
<br />time, to affix to the Products a label indi-
<br />the service establishment date specified in
<br />Upon reasonable notice to Customer, Com•
<br />catingtheinterestofCompanyoranyassign-
<br />Sectione2, and will notify Customer as soon
<br />pany may initiate at any time during theterrn
<br />cc of Company
<br />as practicable of any delay. Company shall
<br />of this Agreement (but only with respect to
<br />If Customer should terminate any of thehave
<br />no )iabilityto Customer asa result of its
<br />invoices rendered after such notice) a late
<br />Services prior to the end of the applicable
<br />' failure.to complete installation by thesched•
<br />payment charge on amounts not paid within
<br />term specified in Section 2, Customer shall
<br />�.
<br />tiled service establishment date,
<br />thirty (30) days of the invoicedatc. Anysuch
<br />be liable to Company for the applicable
<br />Company is authorized by Customer to
<br />charge shall not exceed the charge generally
<br />applicable to customers obtaining similar
<br />termination charges d i%tribcd in Section 2.
<br />cause this Agreement, or any statement or
<br />services from Company.
<br />If, prior to service c iablishment, Customer
<br />other instrument in respect to this Agree-
<br />should cancel its order for.ome or all of the
<br />>
<br />ment showing the interest of Company or • 4,
<br />Taxes
<br />Services. Customer siuill be liable to
<br />others in the Products, to be legally filed or
<br />Sales, use and all other taxes determined to
<br />Company for the coat onclud+ng common
<br />recorded at Company's expense. Customer
<br />he due to Federal• state or local taxing
<br />costs and overhead) incurred by Company in
<br />agrees to execute and deliver, at Company's
<br />jurisdictions on the provision of the Services
<br />installing Products or preparing to provid:
<br />expense, any instrument reasonably re-
<br />to Customer shall be separately itemized on
<br />the Scrciccs cancelled.
<br />quested by Company for such purpose.
<br />Customers bill and paid by Customer.
<br />Customer will use the Protfucis in it rueful
<br />Company will defend or settle, at its own
<br />Should any Federal, state, or local juris-
<br />and proper manner and in accordance with
<br />expense, tiny action brought against Cus-
<br />diction determine that additional sales, use
<br />manuals or instructions, if a ny. urns sled by
<br />tomer io iiie extent that it is based on a claim
<br />or other taxes and interest, surcharges and
<br />Company. The Piodurt..haii nr uscti hs
<br />that any products provided by Company
<br />penalties thereonareducontheprovisionof
<br />Customer only at the lovalwn(sl speeificd it,
<br />pursuant to this Agreement infringe any
<br />the Services to Customer. Company will so
<br />Section 2 and shall not h,• n: w.tived it
<br />U.S. copyright or patent. Company will pay
<br />advise Customer and Customer shall be
<br />relocated by Customer excret as c�pirssla
<br />those cosis, damage.. arni attorney's fees
<br />liable for any such tax, interest, surcharge
<br />authorized in wiiiine b, Compao+ 11poi,
<br />finally awarded against Customer in any
<br />and penalty. However, if Customer disagrees
<br />expir,tionortcrntiu:+tioo•al chis,\. rceuicnc
<br />Stich action attributahle to any such claim,
<br />with the assessment of any such additional
<br />Customer shall .urrc+.dvi the i'Muucts it.
<br />bill such dcferu and paynicuts are condi-
<br />tax, penalty, surcharge and interest.
<br />Companyinthesamecundiuon:+songina)h
<br />cloned on the foilosvntpl (1) that Company
<br />Customer shall, at its option and expense,
<br />installed, ordinary %%var ,unl te.ic ccceh+cd
<br />shall be'•:;otified promptly in writing by .
<br />".•
<br />have the right to protest the assessment and
<br />Cuoershall not PCrtor•nt, ill permit other.
<br />stm
<br />Customer ofany such Cl:,im; (2j that Coin - '
<br />participate in any legal challenge to such
<br />to perform• maintenance and rcp air of the
<br />panyshali have sole control ofthe defense of
<br />assessment, but shall be liable for any tax,
<br />Products except as ecpres.l\ authori/ed ha
<br />anyaction on such claim and of all regotia-
<br />penalty, surcharge and interest the validity
<br />Company in writing. and ,viii Pad the cost o.
<br />tions for its or compromise.
<br />of which has been upheld in final adjudica-
<br />repairs necessitated by un:iutlnuired uotk
<br />cr Alai; c m-
<br />that Cust,�mcr shall cooperate U'llh Com-
<br />i '
<br />r
<br />tion by a court o, competent jurisdiction.
<br />If a service interruption or other detect o:
<br />pan} in every reasonable way to facilitate rile
<br />settlement or defense of such claim; and (4) S.
<br />Expiration or Termination
<br />malfunction attributable to egn:pntent of
<br />should such product(s) become, or in Com-
<br />The provision of Services under this Agree -
<br />services not provided by ConlPany results it.
<br />pane's opinion he likely to become, the
<br />ment shall terminate upon the expiration of
<br />a maintenance or rrpair visit be or on hchai:
<br />Claim
<br />subject of such claim ill iulrinitcntcnt, that
<br />'Beet o
<br />the specified term, if any, set out in Section 2,
<br />of Compam. 01%lonntr uill be Chail,ed •+'
<br />t shall out i'unigene at its
<br />or, it' nu such terns is specified, upon thirty
<br />Cumpauy'scslai,ilow.ir.it:..
<br />opuoita10cxpci..:.ell herto(a)pfocwcfor
<br />(til)days'nuliccofterminati�ninwritingby
<br />Outing the term of this Agreement. Cus-
<br />Customer the right to continue using the
<br />either party to the other. Customer is liable
<br />tonicr shalf at all times permit outpany
<br />product(s). or(b) rcplaccor modify the sante
<br />for applicable termination charges as speci-
<br />fied Section 2; if termination precedes
<br />reasonable access to the Products to enable
<br />so that it becomes non -infringing and func-
<br />normal term expiration.
<br />Company to perform any necessary inspec-
<br />tionally equivalent, or (c) upon failure of (a)
<br />tion, testing, maintenance, repair or
<br />and (b) above, terminate without penalty
<br />1f, upon such expiration or termination.
<br />marking.
<br />Customers use of the product(s).
<br />Customer shall fail or refuse to make the
<br />OFFICE COPY
<br />CUSTOMER COPY
<br />ORIGINAL COPY
<br />T- .....
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<br />D E 0 1.5 19t'32
<br />P�;r A2610
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