NEC NEC Unified Solutions, Inc.
<br /> 2. TERM
<br /> The term of this Coverage shall be (5) year, commencing on March 31, 2007. Unless one party notifies the other of its intent to terminate
<br /> this Coverage at least thirty (30) days prior to the expiration of the term (or at the end of any one-year extension of the term, which may
<br /> occur as provided below), the tern shall be automatically extended for an additional one ( 1 ) year period(s) ("extensions"), upon the same
<br /> terns and conditions contained herein, except that NEC may adjust its service rates to conform to NEC 's prevailing local service rates for the
<br /> next extension. NEC shall furnish Customer with a written notice of any proposed increase in NEC' s service rates for the next extension at
<br /> least sixty (60) days prior to the anniversary date of the original agreement. Unless Customer exercises its right to terminate as set forth
<br /> above, the Customer shall be deemed to have agreed to the adjusted service rates for the next extension.
<br /> 3. SERVICE FEE
<br /> (a) Customer agrees to pay a fee of $ 1 .60 per port ($57,840.00 for the initial term of this Coverage if there is no change in the port count).
<br /> NEC reserves the right to adjust the per port fee for extensions of this Coverage. Customer shall make payment of the fees in advance,
<br /> at the rate of:
<br /> ❑ $11,568.00 for the initial annual amount and the subsequent annual amounts for each annual period as adjusted based on the port
<br /> count during the term of this Agreement. —OR-
<br /> 0 $3,036.60 (includes 5%) for each quarterly period during the term of this Agreement or as subsequently adjusted based on the
<br /> annual port count).
<br /> (b) The fees under this Coverage do not include federal, state, or local taxes that may be applicable; such taxes will be additional billable
<br /> items, which Customer agrees to pay unless Customer provides NEC with appropriate tax exemption documentation.
<br /> 4. LIMITATION OF LIABILITY
<br /> IN ADDITION TO THE LIMITATIONS SPECIFIED BY THE APPLICABLE MASTER PURCHASE AGREEMENT, IN ALL
<br /> SITUATIONS INVOLV MG PERFORMANCE OR NONPERFORMANCE BY NEC UNDER THIS COVERAGE, THE
<br /> CUSTOMER' S SOLE AND EXCLUSIVE REMEDY IS TO ( 1 ) TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO NEC,
<br /> AND (2) TO RECEIVE A PRO RATA REFUND OF ANY PRE-PAID MAINTENANCE SERVICE CHARGES, LESS ANY SUMS DUE
<br /> AND OWING NEC.
<br /> 5. EXCLUSIONS
<br /> (a) This Coverage will not cover repair work in replacement of battery back up or expendable items such as headsets, paper, diskettes, and
<br /> printer ribbons. This Coverage also will not cover service required when due to: (i) Customer's unauthorized maintenance or repair of
<br /> the Equipment, (ii) Customer's unauthorized add, move, or changes to the Equipment, (iii) negligence, (iv) abuse, (v) connection to
<br /> inappropriate power supplies, (vi) fire, flood, wind, lightning, or other similar acts of God, (vii) failure of Customer to maintain proper
<br /> environmental conditions for the System (as stated in (b) below), (viii) improper wiring, installation, repair, or alteration of the
<br /> Equipment by anyone other than NEC or its agents, (ix) software changes or attempted software changes in the System by persons not
<br /> authorized by NEC, or (x) data base reprogramming required because of Customer error of any kind. If requested by Customer, repairs
<br /> necessitated by any of the above excluded causes shall be performed by NEC at NEC' s prevailing local rates for such services and/or
<br /> materials.
<br /> (b) The Customer is responsible for maintaining suitable environmental conditions for the System. Suitable conditions shall include, but
<br /> not limited to, the provision of proper electrical power, air conditioning, and humidity control, and other environmental requirements
<br /> for the configured system, as per manufacturer specifications. The presence of asbestos, other hazardous materials, or unsafe
<br /> conditions ("Hazards") on the Premises shall be deemed an unsuitable environment for the System and NEC shall be entitled to cease
<br /> performance under this Agreement until such Hazards have been cured to NEC' s satisfaction.
<br /> 6. ACCESS
<br /> Customer agrees to provide full accessibility to the Premises for NEC's employees to perform services and will make available to NEC a
<br /> reasonable amount of secure space for storage by NEC of such maintenance parts as NEC deems necessary.
<br /> 7. TERMINATION
<br /> (a) If either party is in default of its obligations under this Coverage and such default continues for thirty (30) days after written notice is
<br /> given by the party not in default, such non-defaulting party may (in addition to all other rights and remedies provided in the Agreement
<br /> or by law) terminate this Coverage.
<br /> (b) Notwithstanding (a) above, if either party becomes insolvent, enters voluntary or involuntary bankruptcy, or takes any measures
<br /> generally designed for the relief of debtors, then the other parry may (in addition to all other rights and remedies provided in the
<br /> Agreement or by law) terminate this Coverage immediately without notice.
<br /> Rev. 12106/04
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