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(d) Afier the e\.pirJtion of the Warranty Period. Williams shall provide ~1aintenance in accordance with the following Sections] 3-16 at Williams' then current mainll.:nance rates unless either Customer or Williams notifies the other in \\fiting at least forty-five (45) d,,;. s before the end of the Warranty Period that it dcclines such renewal for the following year. 13) MAINTENANCE OBUGA TIONS. (a) After the e\.piration of the Warranty Period on a particular System in accordance with Section 12(..1) ahove. or upon th..: execution of an Order Form for Maintenance. Williams will provide Maintenance in accordance with the tem1S and conditions of \Varranty Servicc oct forth in Sectil1n 12 above ( the "'Service Plan"'). unless a different Scrvice Plan is attached to the applicable Ordcr Form. Pursuant to this Agreement. Williams shall respond to System failures. either on-site or remotely. as necessa~. during the hours specificd undl:r :he Service Plan chosen. Rcpair and rcplacement parts may be new or like new. Service calls made heyond thl: hours set forth in the Sl:r\ :ce Plan shall be pcrformed by Williams upon Customer's request at Williams' then prevailing ratc. (b) If Williams is requested to offer Maintenance at sites where the System was not sold and installed b: Williams. Williams may require that the System be brought up to manufacturer's specifications before performing any Maintcnance under this Agreement. Customer will pay Williams at Williams' prevailing rates for any work performed or materials provided in bringing the System into conformal1 In the interim. Williams will provide maintenance services at such site on a time and material basis at Williams' prevailing rates. 14) MAINTENANCE TERM; SERVICE FEE. Unlcss stated otherwise on the Order Form. Williams shall provide Maintenance for a term of one year (the "'Initial Term") from thc date on which such service began (the"' Commencement Oatc"). At the end ofthc Initial Term. thc agreement for i\laintenance shall be automatically renewed in successi\e annual rencwal periods at Williams' then-current charge for Maintenance. unlcss either Customer or Williams notifies the other party in writing at least forty-Ii \ c (45) days before the cnd of thc rene\\ al term that it declincs such renewal for the following year. The annual charge for Maintenance (thc "Scrvice Fcc"'). plus applicable taxes. shall be paid in accordance with the terms of this Agreement. CUSTOMER WILL PROVIDE EVIDENCE OF ITS TAX EXEMPT STATUS IF IT CLAIMS SUCH STATUS. Service Fees received more than thirty (30) days after billing are subject to a late paymcnt charge of one and one half percetlt (] ':00) per month (or if lesser, the maximum amount permitted by applicable law) for each thirty (30) day period that thcy remain unpaid. 15) SERVICE FEE ADJUSTMENTS. Adds. moves. or changes that adjust the station or port count as wcll as upgrades and new peripheral devices ("~10difications"') will modify the Service Fee. After any applicable warranty expires for such Moditications. Customer may includc such Moditications under the Maintenance for an additional charge at Williams' then prcvailing rates. e\.cept that Williams will includc Modifications pcrformed by a party other than Williams only if Customer's modificd Systcm is ccrtiticd at Customer's expense to be in accordance with manufacturer's standards for service and maintenance. Any Modifications pcrformed by Williams require a separatc agreement such as the Williams Customer Service Order ("'CSO"). Customer hereby acknowledges that Modifications. including soft\\ arc upgrades. performcd or supplied by unauthorized distributors may result in a denial of software support serviccs from the manufacturer of the System. 16) WARRANTY AND MAINTENANCE EXCLUSIONS. Warranty and Maintenance serviccs providcd under this Agreement exclude rcpairs or replaccmcnts caused by: (i) damage to the System due.to fire. explosion. power irregularities. power surges. Acts of God (including. without limitation, earthquakes. rains. floods or lightning). or an: other cause not attributable to Williams: (ii) Customer's fail""' to follow applicable operation. maintenance, or environmental requiremcnts described in any of the manufacturcr's manuals. Williar manuals. and othcr materials provided to Customer. including without limitation manufacturer's product bullctins: (iii) Customer's additic alterations. modifications. enhancements or repairs to or disassembly of the System (itself or using a third party) without \Villiams' written consent (iv) mishandling. abuse, misuses or damage to the System by Customer or a third party: (v) relocation of the System without Williams' written consent (other than telephone instruments relocated in accordance with the manufacturer's specifications): (vi) failures or changes required resulting from the local exchange company. interexchange carrier, the power company or other transmission providers: or (vii) failures or damage arising from date dependent operations. calendar - related data and thc proccssing of such data. or in connection \\ ith providing calendar - rclatcd data to and accepting calendar - relatcd data from other systcms. Williams may. at its option terminate its maintenance obligations or perform repairs necessitated by any excludcd causc at Customer's n.:qucst at Willliams' then prevailing rate. 17) INDEMNIFICATION. (a) Each party shall indemnity the othcr only with rcspect to any third party claim alleging bodily inju~. including dcath. or damage to tangible property to the e\.tent such injury or damage is caused by the ncgligence of the indemnifying party. provided that such claim is reported promptly in writing to the indemnifying party. Master Ordering Agreement 12/98 Page 4 of 5