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Exhibi" "A" PRIME Use Only Agreement No, 22- .FNO26174 MASTER SERVICE AGREEMENT Customer PRIME Computer, Inc, ("PRIME") and Customer have agreed to the following terms and conditions under which PRIME will provide maintenance services as defined herein on the products Customer has elected to have maintained by PRIME. Ci toy of 'RP¿¡Iol.oOÒ Ci ty 702 Marshall Street, Ste. 520 Address ....R£d1.,zoor1 r.iry, r.A Q4061 SECTION I-GENERAL PROVISIONS ,. SCOPE: 1.2 This Master Service Agreement sets forth the terms and conditions which shall apply to the Maintenance Services provided by PRIME to Customer under any Service Agreement executed while this Agreement is in effect. Customer shall contract for Maintenance Services by executing one or more Product Schedules. A Service Code will identify the Service Offering under this Agreement which has been selected by Customer for the Products on each Product Schedule, A Service Agreement shall apply to a Product when the Product Schedule including a Service Code has been executed by both Customer and PRIME. Each Service Codè for a Product listed on a Product Schedule will be treated as a separate and independent Service Agreement, 1,1 1,3 This Agreement contains the following Sections: Section I: General Provisions Sections II through XIII: Service Offerings to be selected by Service Codes as defined hereunder Section I, General Provisions, shall apply to all Maintenance Services provided under this Agreement. The terms and conditions of other Sections shall apply to particular Products only when the Service Code representing that Service Offering has been placed on the Product Schedule referring to such Products. The Service Offerings that are available for each particular Product are specified in PRIME's standard price list. Should Customer desire Maintenance Services for any Product which is not under warranty or has not been under a service agreement in effect with PRIME immediately prior to the request for service hereunder, the Product must be inspected and certified as qualified for Maintenance Service at PRIME's then current time and materials rates prior to being placed under any Service Agreement, 1.4 2. DEFINITIONS For the purposes of this Agreement, the following terms shall have the following meanings unless otherwise specifically stated: 2,1 "Add-On" means additional Products purchased at the same time as the System. 2.2 "Agreement" means this Master Service Agreement. 2,3 "Core System" means the Equipment in a System covered by the Service Offering excluding Software, terminals, modems, tape drives, printers and other hardware components outside the cabinet for the central processing unit or the peripheral cabinet for storage devices, "Customer" means the entity executing this Agreement as Customer. "Date of Installation" means the date the Products are installed or deemed to be installed as determined by PRIME's terms and conditions governing the purchase and/or license of the Products by CustOmer. "Equipment" means computer hardware designated by PRIME to be eligible for service hereunder and listed on the Product Schedule. "Expansion Products" means additional Products purchased after the initial purchase of the System for use in the System, "Field Change Order"("FCO") means a modification to the Equipment necessitated by reliability, safety or functional concerns as identified by PRIME. "Initial Term" means the first one year term of each Service Agreement. which shall commence upon the expiration of the warranty period applicable to a particular Product, unless some other commencement date for a Service Agreement is specified on the applicable Product Schedule. 2.4 2.5 2,6 2,7 2.8 2.9 2.10 "Maintenance Service" collectively and individually means the services to maintain Products which PRIME will provide to Customer under this Agreement. 2.11 "Metropolitan Service Center" means a PRIME custOmer service location which has been specifically designated by PRIME as a location from which guaranteed response times are calculated, and wnich may be subject to change by PRIME from time to time. 2. ~ 2 "MLF Software Products" means Software Products that are supported on a Monthly License Fee basis. 2,13 "Monthly Maintenance Charge(s)" means the monthly fee or service charge that is charged by PRIME which Customer agrees to pay for Maintenance Services rendered by PRIME as may be set forth on the Product Schedule and/or as invoiced by PRIME to Customer. 2.14 "Operating System Software" means tnat software which operates and supports the harDware elements of a computer System, as designated by PRIME. 2.15 "Preventive Maintenance" means cleaning, inspection and adjustment procedures designed to reduce product failure and extend useful Product life as defined by PRIME. 2.16 "PRIME" means Prime Computer, Inc. with its principal place of business at Prime Park, Natick, Massacnusetts. Forms Management 15-03 8150-49,2/90 . ".", .."" ,-, ".-. ...---"...............-.....-...... --". ,.~---- .".." "