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<br />6. INSTALLATION AND ACCEPTANCE. The parties shall agree to an installation plan and schedule in accordance with the
<br />following:
<br />(a) Delivery Date occurs when Williams delivers the networking equipment to the Premises. Installation Date occurs when the
<br />equipment is connected to the network, activated and functioning substantially to provide basic service, excepting minor
<br />variances which do not materially affect performance.
<br />(b) Customer shall, at its own expense, provide and be responsible for all proper environmental conditions at the installation
<br />site and for a suitable operating environment per manufacturer's specifications, a copy of which shall be provided to
<br />Customer upon request. Customer shall hold Williams harmless from any and all liability for injury to wi.res, condui.ts,
<br />pipes mains, sewers or other similar property that is not accurately detailed or accounted for in Customer supplied prints. If
<br />any unexpected obstruction is found that alters routine installation, Customer shall be billed for any additional expense
<br />related thereto at Williams' then prevailing time and material rates.
<br />(c) Customer agrees to permit and arrange full access to the Premises necessary for Williams' representatives to perform the
<br />installation services set forth in this Agreement. Installation of the Equipment will be performed during the normal
<br />working hours of 8:00 a.m.-5:00 p.m., Monday through Friday, excluding Williams holidays. Any delay or downtime
<br />resulting from Customer act or omission shall be the responsibility of Customer and shall be billed at Williams' prevailing
<br />rate.
<br />(d) Customer represents and warrants that Customer's Premises and conditions to be encountered by Williams at Customer's
<br />Premises and in areas where work is to be performed shall: (i) be in compliance with all applicable federal, state and local
<br />laws, rules and regulations: (ii) be safe and non-hazardous: and (iji) not contain, present, or expose Williams
<br />representatives to hazardous materials or hazardous substances. In the event of breach of the foregoing, in addition to all
<br />other remedies, Williams may immediately suspend work until Customer has promptly corrected such condition(s) at
<br />Customer's expense. In the event Customer cannot or does not correct such condition, it will be at Williams' option as to
<br />whether to recommence performance or terminate this Agreement. Any termination by Williams because of its opinion
<br />that an unsafe environmental condition exists will not be deemed a breach of this Agreement or a default under it and no
<br />liability for such decision will attach.
<br />(e) Any move, addition\deletion or change ("MAC") to the System shall be made by mutual agreement through a written
<br />change order or quotation which is executed by an authorized representative of Customer and the terms of this Agreement
<br />will apply to the equipment or services purchased thereunder. The Cash Price of the System, Delivery Date and Installation
<br />Date shall be subject to adjustment for any mutually agreeable MAC.
<br />(t) No claims with regard to shortages, discrepancies, or damage to components of the System will be accepted by Williams
<br />unless Customer notifies Williams in writing within ten (10) working days of delivery. Williams shall have no liability in
<br />respect of damage or shortages caused by the acts or omissions of the Customer or of others. If a claim is validly made
<br />under this Section which may entitle the Customer to return a System component, Williams shall not be bound to accept
<br />such return or exchange component unless the Customer complies strictly with the following return procedures, which may
<br />be modified by Williams from time to time on written notice: (i) a Return Merchandise Authorization number must first be
<br />obtained from Williams and must appear on all shipping labels of components to be retumed and (ii) components must be
<br />returned in the same condition as originally delivered, ordinary wear and tear excepted, and in original box/carton.
<br />(g) When the System is installed and has operated in accordance with the manufacturer's specifications for a period of fourteen
<br />(14) calendar days, it will be deemed Accepted by Customer unless Customer has provided Williams with written notice
<br />setting forth deficiencies in operation. If Customer has provided such notice, Williams will correct the listed deficiencies at
<br />which time Customer shall promptly certify in writing its acceptance of the System.
<br />
<br />LIMITED WARRANTY. WILLIAMS WARRANTS THAT WORK PERFORMED UNDER THIS AGREEMENT SHALL BE DONE IN
<br />A GOOD AND WORKMANLIKE MANNER AND BE FREE FROM MATERIAL DEFECTS FOR A PERIOD OF THIRTY (30) DAYS
<br />FROM DATE OF PERFORMANCE. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTY
<br />SHALL BE CORRECTION OF THE DEFECT BY WILLIAMS AT WILLIAMS' EXPENSE. THIS AGREEMENT EXCLUDES ALL
<br />OTHER EXPRESS WARRANTIES AND ALL 1.\iIPLlED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
<br />WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHA;,\/TABILlTY. WILLIAMS DISCLAIMS ANY
<br />WARRANTY TO PREVENT UNAUTHORIZED USE OF THE EQUIPMENT.
<br />
<br />8. DEFAULT. If, prior to Acceptance, Customer cancels an equipment order placed pursuant to this Agreement or rejects, without
<br />cause, equipment already installed, Williams, in addition to the remedies set forth below, shall be entitled to retain all monies
<br />paid by Customer and recover additional monies, if necessary, to cover costs incurred by Williams in preparation for and any
<br />actual performance under this Agreement. If any material breach of this Agreement, or any other agreement between the parties,
<br />continues uncorrected for more than twenty (20) days after written notice from the aggrieved party describing the breach, the
<br />aggrieved party shall be entitled to declare a default under this Agreement and pursue any and all remedies available at law or
<br />equity except as specifically limited elsewhere in this Agreement. In addition, if Customer is the aggrieved party, Customer
<br />may suspend its payment obligation relating to the breach until Williams' breach is corrected, and if Williams is the aggrieved
<br />party, Williams may suspend performance of its obligations until Customer's breach is corrected.
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<br />Data - Purchase Agreement 11/98
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