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èt periods or Extensions which have a Commencement No action, regardless of form, arising out of this Agreement pn or after the date of the notice. Such modification will apply may be brought by either party more than two years after the current Lease Contract Periods or Extensions upon their cause of action has arisen, or, in the case of an action for non pay- EXpiration Dates, provided such occur on or after the effective ment, more than two years from the date the last payment . date. For a lease machine which was on order prior to the date of was due, the notice and is shipped within three months following the date of This Agreement wi! I be governed by the laws of the State of New the notice, and for an Extension which will commence within three York. months following the date of the notice, the effective date of such THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER modification will be the Expiration Date of the initial Lease HAS READ THIS AGREEMENT, UNDERSTANDS IT AND Contract Period or the ensuing Extension, respectively. Other- AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. vise, the Agreement or any Supplements can only be modified by FURTHER, THE CUSTOMER AGREES THAT THIS AGREE- I written agreement duly signed by persons authorized to sign MENT AND ITS APPLICABLE SUPPLEMENTS AND EXHIBITS Igreements on behalf of the Customer and IBM, and variance ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE rom the terms and conditions of this Agreement and any Supple- AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL ments in any Customer order or other written notification will be of PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, no effect. AND ALL OTHER COMMUNICATIONS BETWEEN THE IBM is not responsible for failure to fulfill its obligations under PARTIES RELATING TO THE SUBJECT MATTER OF THIS this Agreement due to causes beyond its control. AGREEMENT. Agreement for Hourly IBM Machine Service (Z12o-2826-00) International Business Machines Corporation (IBM) by its acceptance of this Agreement agrees to furnish and the Customer agrees to accept on the following terms and conditions Hourly IBM Machine Service at an ¡BM Faci/tty for program testing and other activities, including conversion, directly related to program testing. Hourly IBM Machine Service is comprised of the availability and use of machines and programs (applicable System Control Programming and certain Licensed Program Products) as mutually agreed upon by the Customer and IBM at the IBM Facility. TERM This Agreement is effective from the date it is accepted by IBM adjustments, component replacements or repairs due to the and shall remain in force until terminated by the Customer upon negligence of the Customer will be borne by the Customer, one month's prior written notice, or by IBM upon three months' When machines or programs are unavailable during the prior written notice. The availability of machines and programs Customer's scheduled hours due to required maintenance, such may be modified or terminated by IBM upon one month's notice time will be rescheduled as mutually agreed upon by the WSE Customer and IBM The service furnished under this Agreement shall be used GENERAL exclusively by the Customer for program testing and other The Customer IS solely responsible for the accuracy and activities, including conversion. directly related to program adequacy of all programming used in connection with the testing, This includes testing activities associated with either IBM machines, the operation of the machines when the machines are furnished or Customer furnished programs. The Customer scheduled for the Customer's exclusive use, and the resultant out- represents to IBM that he is currently or prospectively a user of put thereof IBM assumes no responsibility for loss or security of IBM products, and will not use the service being furnished under Customer data or records. Programs furnished by IBM are this Agreement except In conjunction with the Customer's use or provided for the Customer's use at the IBM Facility. The prospective use of such IBM products. Customer agrees not to copy any such programs for use outside CHARGES of the IBM Facility or remove any such programs from ¡BM's The Customer agrees to pay charges for Hourly IBM Machine premises. Service in accordance with IBM's established rates in effect when IBM MAKES NO WARRANTIES EXPRESS OR IMPLIED, the service IS rendered. All charges are subject to change upon INCLUDING BUT NOT LIMITED TO. THE IMPLIED WAR- three months' notice. RANTIES OF MERCHANTABILITY AND FITNESS FOR A Charges accrue when the service is available for the PARTICULAR PURPOSE. IBM will not be liable for lost profits, Customer's use. as agreed upon by the Customer and IBM at the for any claim against the Customer by any other party, or for IBM Facility. Charges will be invoiced monthly for services consequential damages even If IBM has been advised of the rendered and are payable on receipt of Invoice possibility of such damages. IBM shall not be liable for failure to There shall be added to any charges under this Agreement make Hourly IBM Machine Service available due to causes amounts equal to any applicable taxes however designated, beyond IBM's control. No action, regardless of form, arising out levied or based on such charges or on this Agreement or the of the transactions under this Agreement. may be brought by services rendered hereunder. or on the machines and programs either party more than one year after the cause of action has or their use, including state and local privilege or excise taxes accrued. except that an actIOn for nonpayment may be brought based on gross revenue, and any taxes or amounts in lieu thereof wlthi n one year after the date of last payment. paid or payable by IBM in respect of the foregoing, exclusive of The terms of this Agreement may be modified by IBM upon personal property taxes assessed on the machines or programs three months' written notIce to the Customer The Customer may and taxes based on net income. exercise the Customer's right to terminate: otherwise, such STORAGE MEDIA AND SUPPLIES modIfication shall become effective. This Agreement shall be governed by the laws of the State of Except for storage media necessary for the availability and USE; New York and constitutes the entIre agreement between the of IBM furnished programs and incidental consumption of paper Customer and IBM with respect to Hourly IBM Machine Service. forms and cards utilized, all supplies, materials and other storage The foregoing terms and conditIons shall prevail notwithstanding media required by the Customer to use the mactlines must be the terms of any order submitted by the Customer with respect to furnished by the Customer and must meet IBM specifications. Hourly IBM Machine Service. MAINTENANCE THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ IBM shall have full and free access to the machines and THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO ALL programs for maintenance purposes. Charges for any TERMS AND CONDITIONS STATED HEREIN. Z125-9029-00 Page 17 of 17