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<br />;c:...;.......... -
<br />_Co_,
<br />'~:'2_17 -;'Product"'" ooll"Ü."V m"" EQu;p~ot So"w." whloh '" ""Iif", 00'" P,oduct SOho.~I'-
<br />
<br />;;,ç 2.,8 ""rod"" S,hod""" m"o' PRIM", ",od"o ""°""00 ,nd onl" do,"m,n". "n"" which C",tO' "d'" M,in..n'oc, S'Niœ' which
<br />L.' .' . shall be "",tOd by bo," p,rti". ood wh"h ,ooo,po"'" " '° '0>'9'" o,rt , dooom'o' ,,",d P,ooo" Sohod,'o Soch do"mon" ,",II
<br />-,c.:'" 000,,10. omoo, oth" 'ofoemolioo. 0 ",t of th' "","",. appl"abl' S"pport Cod"'). toe,. q",oti<V of pmd"'" W bo mo'",o'ood. ood tho
<br />
<br />_c.,~, Customer installation site.
<br />
<br />".- 2.19 "Romodi" M"."",o,,"m,,o' m,io"o,o" perlo,mod by PRIME io ",do< W "MO <ho PmdOC" 10 good opo,,"09 ooodi"oo.
<br />
<br />,.. 2.20 "S,Ni" A.",moo'" m""' ,", ",m, ,"d wndiMn, ,pe,if"d in ,"i' M..", S,Ni" A""moo' in wn,"n"'o" w"h ,", P'od"" S,hed"',
<br />executed by both parties under which Customer orders and Prime provides Maintenance Service.
<br />
<br />"Service Center" means a PRIME facility which provides Maintenance Service to Customers.
<br />
<br />"Service Code" means one of the following symbols which designates on the Product Schedule the Service Offering ordered by CustOmer
<br />for each particular Product:
<br />
<br />Symbol Service Offering
<br />
<br />PPS Section II. Premium Plus Service
<br />PHS Section III, Premium Service
<br />PRF Section IV, Preferred Service
<br />BHS Section V, Basic Service
<br />DEF Section VI, Deferred Service
<br />CAH Section VII, Customer Assisted Service
<br />MIS Section VIII, Mail In Service
<br />PSS Section IX, Preferred Software Service
<br />BSS Section X, Basic Software Service
<br />LUS Section XI. License Update Service for Software
<br />MLFOP1 Section XII, MLF Option 1 Service for Monthly License Fee Software.
<br />MLFOP2 Section XIII. MLF Option 2 Service for Monthly License Fee Software.
<br />
<br />2.23 "SoNi" Ho""" m"O' "O" ho"" "d d",. whi,h ,omp,i" ", "mo p"iad' io whi'h PRIME p,,"idO> "Ni" 00 P,od"'" '°' "'"
<br />particular Service Offering.
<br />
<br />. ,. 2.24 "SON;" Offo';09" m"O' 000 of "0 mo;o"",o" "N;'" "" PRIME offo~ " ,,"bl;,OOO ;0 5"';0°' II "m,gh XIII of ,,;, Ag",moo'
<br />Later Addenda to this Master Service Agreement may designate and describe additional service offerings.
<br />
<br />2.25 "500w>" "'odo"'" m"" ,h. ""d"d ,omp"," ,oOw'" p"""m, "h" ,,>n 0,,",,';n9 5y".m 50hw", which ". d~;9n".d by
<br />PRIME to be eligible for service hereunder and are listed on the Product Schedule.
<br />
<br />2.26 "Software" means Software Products and Operating System Software collectively and individually.
<br />
<br />2.27 "s,pport Codo" m"O' , ,ymOO' ,;",d DO <ho pcod"" S,hod,'o whl,h d";90"" <ho m"O' by wh;,h pmd'" ,"pport w;;; bo pmvldod
<br />. to Customer, either on a Monthly License Fee (MLF) Basis, or under a Service Offering, in which case the Support Code will be a Service
<br />Code as specified hereunder.
<br />
<br />2,,28 "s,,"m" m"" , ,oof;"",;oo of h"dw'" "d "'"w,,' p,odo'" wh;,h """lIy ;oolod" , P'ooo"o, 00;'. m,mo,y. f;", d;,k d,;vo.
<br />controller, and all main cabinet components listed on the applicable Product Schedule which PRIME designates with a single Model Number.
<br />
<br />.-.,.."..,.
<br />
<br />.~"; ,~~2.21
<br />. .",'
<br />. 2,22
<br />.. -
<br />
<br />,.., -
<br />
<br />..' ,-
<br />
<br />
<br />-- -
<br />
<br />3.2
<br />
<br />This Agreement shall be effective on the date both parties have signed the Agreement and shall remain in effect until either party terminates
<br />this Agreement upon at least ninety (90) days prior written notice to the other party.
<br />
<br />Except as provided in section 3.4 below, each Service Agreement will have an Initial Term. It shall continue in effect thereafter unless either
<br />",rty giv,~I301 d'y' p"o. w.i"" noli" of "noi""o" DC fh, S'Ni" Ao",m,"' i, ofh,~i" ",miM"d '" ",o,d'"" wifh lhe
<br />provisions hereof.
<br />
<br />After the Initial Term. either PRIME or Customer may withdraw any individual Product from any Service Agreement upon ninety (90) days
<br />written notice.
<br />
<br />Termination of this Agreement will not terminate the Service Agreements in effect on the date of such termination. Such Service Agreements
<br />shall continue in effect in accordance with the terms and conditions of this Agreement until terminated by either party as specified hereunder.
<br />
<br />Any Service Agreement which replaces a prior form of maintenance service agreement for the Products covered by such Service Agree-
<br />ment shall have a term that is coterminous with the term of such prior maintenance service agreement. Upon commencement of any
<br />Service Agreement, PRIME's obligation to Customer under any prior agreement for maintenance service for the Products covered by such
<br />Service Agreement will cease although Customer shall remain responsible for payment for charges incurred prior to the date such agree-
<br />ment was superseded. .
<br />
<br />The term of Maintenance Service coverage for Add-Ons and/or Expansion Products added to a System shall be coterminous with the term
<br />of coverage of such System,
<br />
<br />,"'3. TERM OF COVERAGE:
<br />
<br />3.1
<br />
<br />-
<br />
<br />--_C..-
<br />
<br />---
<br />
<br />3,3
<br />
<br />3.4
<br />
<br />"-
<br />-;,
<br />
<br />.....
<br />
<br />~,
<br />....
<br />
<br />f:':
<br />
<br />3.5
<br />
<br />4.2
<br />
<br />Monthly Maintenance Charges are applicable to Products installed at the location specified on the Product Schedule and are subject to change
<br />in the event the Products are moved to a new location which is more than 100 miles from the nearest PRIME designated Service Center.
<br />
<br />Monthly Maintenance Charges will be invoiced in advance each month that a Service Agreement is in effect and will be payable by Customer
<br />on or before the last day of the month to which the invoice applies. Charges for Maintenance Service covering less than one month shall
<br />be prorated at the rate of 1/30 of the monthly charges for each calendar day of Maintenance Service.
<br />
<br />PRIME may change the Monthly Maintenance Charges effective at the end of the Initial Term of any Service Agreement. or at any time
<br />thereafter by giving CustOmer written notice at least thirty (30i cays prior to the effective date of such change. Customer may terminate
<br />
<br />2
<br />
<br />4. CHARGES. INVOICES & PAYMENTS:
<br />
<br />,-
<br />
<br />4.1
<br />
<br />4.3
<br />
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