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2.' 7 ~Prod.uct(st collectively means E',:> ",ent and Software which are identified on the Pr.-'-' Jct Schedule. 2.' 8 ~Product Schedule" means PRIME" - .andard Quotation and order documents, under who ,stomer orders Maintenance Services which )I\all be executed by both panies, and which incorporates as an integral part I document \"Ied Product Schedule. Such doCuments shan contain. among other information. I list of the Products, applicable Support Code!s), fees. quantity of ProductS to be maintained. and the Customer installation site. 2.' 9 ~Remedial Maintenance"means maintenance performed by PRIME in order to return the Products to good operating condition. 2.20 ~Service Agreement" means the terms and conditions specified in this Master Service Agreement in conjunction with the Product Schedule executed by both panies under which Customer orderS and Prime provides Maintenance Service. 2.21 ~Service Center" means a PRIME facility which provides Maintenance Service to Customers. 2.22 ~Service Code" means one of the following symbols which designaleS on the Product Schedule the Service Offering ordered by Customer for each particular Product: Symbol Service OHering PPS Section II. Premium Plus Service PHS Section 111. Premium Service PRF Section IV, Preferred Service BHS Section V, Basic Service DEF Section VI. Delerred Service CAH Section VII. Customer Assisled Service MIS Section VIII. Mail In Service PSS Section IX, Prelerred Sohware Service BSS Section X, Basic Software Service LUS Section XI, License Updale Service lor Software MLFDP1 Section XII. MLF Option 1 Service lor Monthly License Fee Software. MLFOP2 Section XIII, MLF Option 2 Service lor Monthly License Fee Software. 2.23 "Service Hours" means those hours and days. which comprise the time periods in which PRIME provides service on Products lor each particular Service Offering, 2.24 ~Service Offering" means one 01 the maintenance services that PRIME oilers as established in Sections 11 through XIII 01 this Agreement. Later Addenda to this Master Service Agreement may designate and describe additional service offerings. 2.25 -Software Products~ means the standard computer software programs other than Operating System Software which are designated by PRIME to be eligible for service hereunder and are listed on the Product Schedule, 2.26 HSoftware~ means Software Products and Operating System Software collectiv~ly and individually. 2.27 ~Suppor1 Code" means a symbol listed on the Product Schedule which designates the means by which Product support will be provided 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 Code as specified hereunder. 2.28 ~System" means a configuration of hardware and software products which generally includes I! processor unit. memory. first disk drive, controller, and all main cabinet components listed on the I!Pplicable Product Schedule which PRIME designates with a single Model Number. 3.2 This Agreement shall be eHective on the date both parties have signed the Agreement and shall remain in eHect until either par1Y terminates this Agreement upon at least ninety (90) days prior wrillen notice to the other par1Y, Except as provided in section 3.4 below. each Service Agreement will have an Initial Term. It shall continue in eftect thereaner unless either party gives ninety (90) days prior written notice of termination or the Service Agreement is otherwise terminated in accordance with the provisions hereof. . After the Initial Term, either PRIME or Customer may withdraw any individual Product Irom any Service Agreement upon ninety (90) days written notice. Termination of this Agreement will not terminate the Service AgreementS in eHect on the date 01 such termination. Such Service Agreements shall continue in eHect in ac:;ordance with the terms and conditions of this Agreement until terminated by either par1y as specified hereunder. Any Service Agreement which replaces I! prior form of maintenance service agreement for the Products covered by such Service Agree. ment shall have a term that is coterminous with the term 01 such prior maintenance service agreement. Upon commencement 01 any Service Agreement. PRIME's obligation to Customer under any prior agreement for maintenance service for the ProductS covered by such Service Agreement will cease although Customer shall remain responsible for payment for charges incurred prior to the date such agree- ment was superseded. 3. TERM OF COVERAGE: 3.1 3.3 3.4 3.5 The term of Maintenance Service cqverage for Add-Ons and/or Expansion Products added to a System shall be coterminous with the term of coverage of such System. CHARGES. INVOICES & PAYMENTS: 4:.2 Monthly Maintenance Charges are applicable to Products installed at the location specified on the Product Schedule and are subject to change in the event the ProductS are moved to a new location which is more than '00 miles from the nearest PRIME designated Service Center. Monthly Maintenance Charges will be invoiced in advance each month that a Service Agreement is in effect and will be payable by Customer on or before the last day of the month to which the invoice applies. Charges for Maintenance Service covering less than one month shall be prorated at the rate of '130 of the monthly charges for each calendar day of Maintenance Service. PRIME may change the Monthly Maintenance Charges eHective at the end of the Initial Term of any Service Agreement. or at any time thereafter by giving Customer written notice at least thirty [301 days prior to the eHective date 01 such change. Custor-.,er may terminate 2 04, 4.' 4.3 .- lí