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<br />ON-CALL SERVICE AGREEMENT
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<br />C. ON-SITE SERVICE. In coniunction with Remote Diagnostic ServIce or as the sale
<br />resource, ooSI will provide on-site service to Buyer durIng the CPM, when on-site service
<br />is required to restore normal EqUIpment operation. On-site service will be provided as
<br />follows:
<br />I. At Buyer's request for Remedial Maintenance, DGSI will normally arrive at the Installation
<br />Localiœ WIthin the next four hours of the CpIjf provIded: la) the Installation Location
<br />is withtT'I fifty miles of a DGSI SeMce Center, 'nd (b) Buyer has made the ProprIetary
<br />Items and any Buyer's items noted in Sections 4 (A and B) above available for immediate
<br />access by DGSI atter Buyer's request !or service. For Installation Locations beyond fifty
<br />miles from a DGSI Service Center, ooSI will use its best efforts in responding to Buyer's
<br />request.
<br />ii. Buyer may select a 24 hour response in lieu of DGSI's normal 4. hour response, by
<br />initialing the Optional (24 Hour) Response box above, for EQuioment types which are
<br />eligible under DGSl's then current policies and are within the prescrIbed number of miles
<br />from a DGSI Service Center. The 24 hour response will remaIn in effect during the term
<br />at this Agreement and Buyer Wfll be eligible to receive DGSl's then current discounteD
<br />24 hour response rate/price structure. ,
<br />iii. Notwitnstanding the CPM, DGSI will provide PeriOdic Maintenance, as approprIate to
<br />the Equipment type, during the PPM at a frequency soecilied by DGSI policy and at
<br />times agreeable to both parties. Periodic Maintenance may be performed concurrently
<br />with Remedial Maintenance.
<br />iv. DGSI wm provide alllaoor, parts and Equipment modifications DGSI deems necessary
<br />for maintalni"g the Equipment in good operating condition. All parts wìll be furnished
<br />on an exchange basIs and will be new standard parts or parts of equal quality. All
<br />parts removed for replacement shall oecome the property of DGSL All parts installed
<br />by DGSI shall become the property of the Buyer.
<br />s. CHARGES
<br />A The Basic Monthly Charge (BMC) is the sum total of all the monthly maintenance
<br />charges for on-site service chosen within the PPM, exclusIve of all applicable discounts
<br />and surcharges. The Total MonUlty Charge (TMC) 's the sum total of the BMC, additional
<br />charges for the CPM and EPD if applicable, and all other applicable discounts and
<br />surcharges. Discounts are calculated based on the BMC.
<br />B An Agreement covering DESKTOP GENERATION Computer Systems or Intelligent
<br />Workstations only, may be subject to additional monthly mileage surcharges, based on
<br />the distance between the ,nstallation Location and the nearest DGSI Service Center and
<br />in accordance with DGSI's then current policies and rates.
<br />C. Printers covered under this Agreement may be subject to usage surcharges in
<br />addition to the BMC and in accordance with OGSl's then current policies and rates.
<br />O. Installation Locations ir Alaska and Hawaii may oe subject to monthly mileage
<br />surcharges based on the distance between the Installation Location and the nearest DGSI
<br />Service Center.
<br />E The TMC will be invoiced monthly in advance. All invoices are due and payable in
<br />full thirty days from date of invoice. Invoices not paid wIthin thirty days of the invoice
<br />date will have a 1.6 percent per mont'> interest charge, or the highest lawful rate, whichever
<br />is less, assessed against the unpaid balance from the date of the Invoice until the date
<br />of payment. Buyer shall pay all costs involved in collecting ItS overdue eccounts incluoing
<br />reasonable attorney's fees.
<br />F All cnarges are e_clusive of all sales, use and like taxes. Sucn taxes are the
<br />responsibility of the Buyer and will be billed to the Buyer as a separate IJne item on eacn
<br />'nvolce.
<br />G. All charges and invoicing procedures are subject to change by DGSI at any time
<br />following the expiration of the Initial Term upon a minimum of sixty deys prior written
<br />notice.
<br />H Charges (labor and materials) for any maintenance service, Equipment repairs and/
<br />or adjustments, installations, etc. performed by DGSI and not covered under this Agreement
<br />shall be invoiced to Buyer at DGSI's non-contract rates and terms in effect when the
<br />service is performed.
<br />6. INSTALLATION SERVICE
<br />When the Equipment is installed by DGSI, Buyer agrees, at its sole cost and expense to:
<br />(i) prepare the Installation Location pnor to Installation in accordance with DGSI's site
<br />planning specifications, and (ii) proVIde the necessary labor 'or unpacking and placement
<br />of the Equipment, which DGSI shall supervise. Installation by DGSI will be performed during
<br />the PPM only.
<br />7. MOVEMENT OF EQUIPMENT
<br />This Agreement will remain in. effect if the Equipment covered nereunder IS moved to
<br />another Installation Location within the 50 United States or Distnct of Columbia, subject
<br />to tne terms and conditIons herein ana the followlr\g stipulations: (A) Buyer shall prov,de
<br />DGSI written notice of such movement a minimum of thirty days pnor to the date of
<br />dismantling of the Eauipment; (B) DGSI reserves the right to supemse the dismantling,
<br />packing and unpacking of the EqUIpment and to Inspect and install the Equipment at the
<br />new Installation Lccation: (C) The TMC will be suspended on the date the Equipment IS
<br />dismantled and reinstated with adjustment, If appIJcable, on the day tollowlng acceptance
<br />by DGSI at the new InstallatIon Location: and (D) DGSI has the nght to termInate tn,s
<br />Agreement if more than sixty (60) days elapse from the date of dlsmant'ing until the date
<br />of acceptance at the new Installation Location.
<br />8. CHANGES IN EQUIPMENT
<br />A. DGC supplied products purchased by the Buyer and added to the Equipment covered
<br />hereunder shall automatically be added to thiS Agreement upon the expiration ot the OOC
<br />warranty period or immediately after acceptance and completion of inspection by DGSI,
<br />as applicable, in accordance with Clause 1 above, for a period of not less than three
<br />months.
<br />B. Subject to DGC's minimum equipment configuratIon requirements as set forth in
<br />Clause 1 hereIn, Buyer may delete products from the Equipment covered hereunder upon
<br />a minimum of sixty (60) days prior written notice. Upon terminatIon ot service, Buyer shall
<br />ensure that sucn deleted products are removed tram and no longer used in coniunction
<br />with the remainder of the EqUIpment covered hereunder.
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<br />\ TITLE Mayor
<br />~ DATi F.;>hrl1ary 14, 1 qa q
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<br />9. ACCESS TO EQUIPMENT
<br />The Buyer or Buyer's customer (End User), as the case may be, shall provide at no
<br />charge to ooSI, full and free access to the EqUIpment covered hereunder, working space
<br />in accordance with DGSI site specifications. adequate facilities neer the Equipment, and
<br />use of any machines, attachments, features, user ports or other materials necessary 10r
<br />the specified maIntenance services.
<br />10. EXCLUSIONS
<br />A. ooSI shall not be obligated to provide maintenance service under this Agreement
<br />should repair or adjustment be required because of: (i) repair, adjustment or modification.
<br />whether made or attempted, of the Equipment by other than authonzed DGSI reoresentaltves
<br />(ii) failure of Buyer or Buyer's customer to provide a suitable Installation environment; (iii)
<br />use of operating supplies which do not meet DGSl's specificatIons; (iv) misuse or accident
<br />attributable to Buyer or Buyer's customer including but not limited to unusual physical or
<br />electrical stress; (v) Improper programming or improper installation by Buyer cr Buyer's
<br />customer; (vi) relocation ot the Equipment without DGSI'. pnor approval: (v';) damage
<br />caused by accessories, alterations, attacnments or other devices neither furnished nor
<br />maintained by DGSI; (viiI) failure of air-conditioning, electrical Dower, or humidity control;
<br />(IX) Acts of God, fire, flood, earthquake, lightning stnkes. riots, war. or nuclear Disaster
<br />or other such causes.
<br />B. DGSI shall not be required to maintain any Equipment wIth microcode provided on
<br />removable magnetic media unless such microcode is kept at current rev,slon level dutlng
<br />the term of this Agreement
<br />C. DGSI shall not be reauired to maintain any alterations, attachments or other devie
<br />integral or interconnected to the Equipment covered nereunder which were not suppl
<br />by DGC or DGSI When, in the reasonable opinion of DGSI, such modifications advers
<br />affect ooSl's ability to render service to the Equipment. DGSI reserves the right
<br />immediately terminate this Agreement in its entirety
<br />D. When, in the reasonable opinion of DGSI, maintaining the Equipment in good operating
<br />condition is no longer possible for any reason Including normal wear and lear, DGSI shan
<br />provIde Buyer an estimate of refurbisrment charges. Should Buyer tat! to make the
<br />EquIpment available to DGSI for such refurbishment with,n sixty :60) days after receipt of
<br />the estimate, DGSI may terminate service fer such Equipment, and such estimate shall
<br />be null ano void.
<br />E. Services under this Agreement do not inc'ude: electrical work eXTernal to the Equipment;
<br />operating supplIes or accessories including medIa; cr refInishing tne EqUIpment, or furnishing
<br />materials for this purpose.
<br />11. DISCLAIMER OF WARRANTY
<br />DGSI DISCLAIMS ALL WARRANT'ES, EXPRESS OR IMPLIED W'TH REGARD TO THE
<br />SERVICES AND MATERIALS PROVIDED HEREUNDER. INCLUDING ALL WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE ARISING OUT OF OR If\
<br />CONNECTIO,N WITH THE PERFORMANCE OF THIS AGREEMENT.
<br />12. LIMITATION OF LIABILITY
<br />A. IN NO EVENT SHALL DGSI BE LIABLE FOP. ANY SPECiAL. INCIDENTAL, INDIRECT
<br />OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST
<br />PROFIT AND DAMAGES RESULTING FROM LOSS OF USE OR LOST DATA) HOWEVER
<br />CAUSED, INCLUDING NEGLIGENCE AND REGARDLESS OF' "HE FORM OF ACTION,
<br />WHETHER IN CONTRACT OR TORT, EVEN iF DGSI -¡AS BEEN ADVISED, KNEW OR
<br />SHOULD HAVE KNOWN OF THE POSSIBILITY THEREOF. DGSI WILL NOT BE LIABLE FOR
<br />ANY FAILURE OR DELAY 1"1 PERFORMANCE DUE IN WHOLE OR IN PART TO ANY
<br />CAUSE BEYOND THE FEASOt-lABLE CONTROL OF ooS\.
<br />B. IN NO EVENT SHAL~ JGSI'S TOTAL LIABILITY FOR DAMAGES HEREUNDER EXCEEC
<br />THE TOTAL NET CHAFGES PAID BY BUYER TO DGSI FOR SERVICES PERFORMfD
<br />DIRECTLY UNDER THIS AGREEMENT DURING THE IMMEDIA TEL Y PRECEDING TWELVE
<br />(12) MONTH PERIOD IN WHICH A CLAIM IS MADE UNDER THIS AGREEMENT.
<br />C. Any action against CGSI must be commenced witnin one year after the cause of
<br />actton accrues.
<br />13. BUYER REPRESENTATION
<br />When Ihe 'nstallation Location IS other than at Buyer's location, Buyer represents and
<br />agrees that its contract wIth its customer (End User) shall Incorporate, as a minimum, an
<br />the information, obligations and limitations set forth in Clause 4 above. as well as DGSl's
<br />warranty disclaimer (Clause 11) ana hability limitations (Clause 12) herein.
<br />14. TERMINATION
<br />Notwithstanding Clause 2 entitled Term of Agreement, DGSI shall have the right tJ
<br />terminate this Agreement and any other agreement With e,uyer, 'Jpon the occurrence ,,¡
<br />any of the following events (A) Buyer falls to perform or observe any at itS obligatio
<br />to DGSI under this Agreement or any other then current agreement with DGSI¡'JG
<br />Including, but not limited :0. the timely payment of any sums due to DGSI and complian
<br />with Buyer's representations and warranties contained In Clause f3, 'Buyer RepresentatiOi
<br />hereot; (B) Buyer admits in writing ItS inabIlity to pay ItS Debts generally as tnay becor..-
<br />due, or executes an assignment or similar document for the benefit of creditors; (C: the
<br />appointment of a receiver, I' Jstee in bankruptcy cr similar oliicer regarding e,uyers property:
<br />(0) there IS a transfer of a majority Interest of the eqUIty or assets of Buyer: anD (E)
<br />there is an assignment of :his Agreement without the ,nor written consent of DGSI: and
<br />such event(s) is not remedied to the reasonable satisfactIOn ot DGSI within twenty (20)
<br />days after DGSI has sent wrttten notice to Buyer. TermInation shall not be DGSI's e-cluslve
<br />remedy and no such terMinalion shall adversely affect any claIm, rig~,t or action which
<br />DGSI may have for damages or otherwise against Buyer regarDing any failure of Buyer
<br />to perform or observe its obhgations to DGSI.
<br />1S. GENERAL
<br />A valid contract binding upon DGSI wit! come into being only at the :ime of DGSl's
<br />acceptance of this Agreement The Agreement will be governed by the laws ot the state
<br />In which the Installation Location is situated. Neither the Agreement nor the services are
<br />assignable and any attempted assIgnment shall be void. Any notice reqUIred or allowed
<br />under this Agreement shall be deemed oreperly given if mailed postage preoaid to the
<br />Buyer at the invoice address shown above or to 0051 a\ 50 Maple Slreet, Mlilord,
<br />Massachusetts 01757 Thi. Agreement ,s the coMplete and e_clusive statement of Ihe
<br />contract between the partIes and supersedes all prior oral cr wntten COmr:1Unlcatlons,
<br />agreements and unoerstandlngs beTween the parties and shall prevail notwithstanding any
<br />different, conflicting or addItional terms and cOnditions which may appear or any order
<br />submitted by Buyer.
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<br />DATA GENERAL SERVICE, INCORPORATED
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<br />ACCEPTED BY:
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<br />NAME
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<br />TITLE
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<br />DATE
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