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<br />a Service Agreement by giving PRII
<br />shall become effective and shall ap,
<br />
<br />Any other charges will be invoiced to Customer as incurred and will be due and payable upon Customer's receIpt of invoice. Such other
<br />charges may include, but are not limited to, (i) time (including certain minimum charges). material, and travel charges in the event the Maintenance
<br />Service is performed outside Service Hours applicable to the Service Agreement. for service not included under the Maintenance Service
<br />chosen by the Customer, or for service required for other than normal wear and tear of the Products, or due to modification of a Product
<br />by Customer, and (ii) travel premium where the Customer site is more than 100 miles from the nearest PRIME Service Center.
<br />
<br />The Monthly Maintenance Charges and other applicable charges are exclusive of taxes. Customer will pay, or reimburse PRIME, for all taxes
<br />imposed on Customer or PRIME arising out of this Agreement, except for tax based on PRIME's income.
<br />
<br />....ritten notice to that effect prior to the effective dat", ,of a price increase; otherwise such changes
<br />as of the effective date specified in PRIME's notic
<br />
<br />4.4
<br />
<br />4.5
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<br />5. CUSTOMER'S RESPONSIBILITIES:
<br />
<br />Customer accepts the following responsibilities as conditions to PRIME's obligations to perform Maintenance Service:
<br />
<br />5.2
<br />
<br />Customer shall provide free of charge for the use of PRIME Customer Service personnel, full and free access, adequate storage space for
<br />spare parts, tools, test and maintenance equipment, working space, heat, light, ventilation, a healthy and safe work environment, electrical
<br />current and outlets. A Customer representative shall be present on site at all times during which services are provided by PRIME hereunder.
<br />All spare parts until incorporated into the Products, all damaged parts after replacment by PRIME, all test and maintenance equipment and
<br />special diagnostic software, tools and maintenance documentation will remain the property of PRIME and may be removed by PRIME at
<br />any time. Customer bears the risk of loss for all spare parts and tools stored at Customer's site.
<br />
<br />Customer shall make available to PRIME, at no charge, adequate data communications facilities, remote access, and telephone and modem
<br />connections as PRIME shall reasonably determine, and at least one compatible modem for the System, to allow the execution of remote
<br />diagnostics.
<br />
<br />Customer shall not make, modify, or attempt to make repairs or modifications, or perform maintenance or cause repairs to be made, or
<br />have maintenance performed by third parties on the Products during the term of the Service Agreement except as specified herein or as
<br />may be approved in advance and in writing by PRIME. If in the opinion of PRIME, any unauthorized modifications, additions, adjustments
<br />to, or repair of the Products adversely affect PRIME's ability to render Maintenance Service on the Products, PRIME reserves the right to
<br />terminate the Service Agreement immediately upon written notice to Customer.
<br />
<br />Customer shall provide and maintain the site environment according to the site specifications established by PRIME.
<br />
<br />Customer agrees not to move, or permit to be moved, the Products covered by this Agreement without PRIME's prior written consent,
<br />except as may be outlined in a particular Service Offering.
<br />
<br />Customer shall perform general "housekeeping" services as directed by Prime including, but not limited to, cleaning of magnetic tape heads,
<br />air filters and vacuum chambers, and providing and replacing removable magnetic media, printer and typewriter ribbons, printer chain trains,
<br />toner cartridges and printer bands and paper.
<br />
<br />Customer agrees to perform certain duties and services as may be reasonably directed by PRIME in response to Customer telephone sup-
<br />port requests such as, but not limited to, System restarts, recording of error information, running Customer executable diagnostic tests,
<br />if any, and running operational readiness tasks. Customer agrees to copy or back-up programs and data files prior to executing any data
<br />entry commands given by PRIME or prior to running any diagnostic routines directed by PRIME. Customer will allow PRIME to keep System
<br />diagnostic programs resident on Customer Equipment during the term of any Service Agreement for the exclusive purpose of providing
<br />diagnostics. Customer acknowledges that Customer has no ownership interest in this diagnostic software, that Customer must use such
<br />diagnostic software in accordance with the software license provisions governing Customer's use of the Operating System Software for
<br />the System, and that PRIME will remove these diagnostics upon termination of the Service Agreement. All Customer personnel assigned
<br />to perform hereunder on behalf of Customer will be (i) knowledgeable in the areas in which they are assigned and (ii) responsive to PRIME
<br />requests for Customer information relating to PRIME's performance, Customer programs, files, general and specific business requirements,
<br />documentation requirements and Customer operating procedure. Customer is responsible for determining and controlling the access and
<br />performance hereunder by its employees.
<br />
<br />Customer shall ensure that the Products conform to PRIME's minimum maintainable configuration requirements while the Products are
<br />covered by a Service Agreement, and Customer shall maintain in the Products any and all FCO's and the prevailing current revisions or
<br />the immediate prior revision of the Operating System Software and any diagnostic software and utilities as provided by PRIME.
<br />
<br />5.1
<br />
<br />5.3
<br />
<br />5.4
<br />
<br />5.5
<br />
<br />5.6
<br />
<br />5.7
<br />
<br />5.8
<br />
<br />5.9
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<br />Customer shall allow PRIME to perform such tests as PRIME shall deem necessary to monitor compliance with applicable minimum con-
<br />figurations, software licenses, and PRIME's software licensing policies and agreements, at such reasonable times as PRIME shall deem necessary.
<br />
<br />5.10 Customer shall be responsible for data back-up, data overwrites, and disaster recovery measures. CUSTOMER AGREES THAT PRIME SHALL
<br />NOT BE RESPONSIBLE OR HELD LIABLE FOR THE PROTECTION, LOSS, CONFIDENTIALITY OR SECURITY OF CUSTOMER DATA OR
<br />INFORMATION AT ANY TIME, INCLUDING INSTANCES WHERE DATA STORAGE UNITS OR SOFTWARE PROGRAMS ARE REMOVED
<br />FROM THE CUSTOMER SITE OR ARE OTHERWISE PROVIDED TO PRIME.
<br />
<br />6.
<br />
<br />SERVICE LIMITATIONS:
<br />
<br />6.1
<br />
<br />Unless otherwise specified in a Service Offering. Maintenance Service for Equipment does not include:
<br />A Replacing or performing maintenance on printer platens, printer bands, printer chain trains, disk packs,
<br />magnetic media, toner canridges and any consumable supplies or accessories;
<br />
<br />B
<br />C.
<br />
<br />Furnishing supplies or accessories;
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<br />Painting or refinishing Equipment;
<br />
<br />Adding, installing, removing or maintaining accessories. attachments, modified Equipment. machines
<br />or other devices not provided by PRIME except as specified in PRIME's then current policy:
<br />
<br />D.
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<br />3
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