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SERVICE AGREEMENT THIS SERVICE AGREEMENT is entered into by and between Motorola, inc. ("Motorola") and the customer named in the Service Agreement Order Form ("Customer"). The Service Agreement will begin on the Start Date and end on the Expiration Date specified in the Order Form. Section 1 DEFINITIONS "Service Agreement" means this Service Agreement and its attachments including the Order Form; "Order Form" means the Service Agreement Order F~rm; "Equipment" means, collectively and in part, the communication equipment specified in the Order Form and the communication equipment subsequently added to this Service Agreement. Section 2 ACCEPTANCE The terms and conditions set forth in this Service Agreement and in the Order Form are an offer to purchase Service (as defined below) by Customer that will become a Service Agreement when acknowledged and accepted in writing by Motorela's Schaumburg, Illinois Service Department; and the banking, negotiation or other use of any payment shall not constitute an acceptance by Motorola. Section 3 SERVICE DEFINED A. Motorola agrees to provide services for the Equipment as specified in the Order Form subject to the terms and conditions stated in this Service Agreement ("Service"). The Equipment will be Serviced by Motorela in accordance with the following standards: (i) Motorola parts or parts of equal quality will be used; (ii) the Equipment will be Serviced at ~evels set forth in Motorela's product manuals; and ([ii) routine service procedures prescribed from time to time by Motorola for its products will be followed. B. Customer agrees that dudng the term of this Service Agreement all communication equipment purchased Dy Customer from Motorola ("Additional Equipment") that is par[ of the same communications system or of similar type as the Equipment covered under this Service Agreement wilJ be added to this Service Agreement by Motorola, unless the Customer requests otherwise in writing. Motorola may also provide additional services ("Above-Contract Services") at Customer's request. All Services for Additional Equipment and Above-Contract Services are subject to the terms and conditions in this Service Agreement and will be billed at Motoro[a's then applicable service rates. Customer will not be charged for warranty services provided under an Equipment warranty during the term of that warranty. C. Upon written request, Customer may remove Equipment from this Service Agreement. However, Customer agrees to purchase Service for a minimum period of twelve consecutive months for each piece of Equipment covered under (or later added to) this Service Agreement, unless the Service Agreement sooner expires, or unless the Equipment is lost, stolen, or damaged beyond repair. D. All Equipment'must be, and Customer warrants that ali Equipment is, in working order on the Start Date of the Service Agreement. Equipment subsequently added to this Service Agreement must be, and Customer warrants that such Equipment is, in working order at the time the Equipment is added to the Service Agreement. Customer agrees to provide a complete seda[ number and model number list prior to the Start Date, or prior to the time that the Equipment is added to the Service Agreement. E. Customer must indicate on the Order Form any Equipment that is labeled intrinsically safe for use in hazardous environments so that appropriate parts and procedures may be used to maintain such status. F. If any Equipment is lost, damaged, stolen or removed from Service, Customer must immediately notify Motorola in wdting. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such wdtten notice. G. If Equipment cannot in Motorola's opinion be property or economically Serviced because of (but not limited to) excessive wear, deterioration, unavailability of parts, the state of technology, or the practical feasibility of the scope of Services as specified in the Order Form or Motorola Statement of Work, Motorola, at its sole option but after consultation with the Customer, may: (1) modify the scope of Services related to such Equipment; (2) remove such Equipment from this Service Agreement; or (3) increase the price to Service such Equipment. Motorola's inability to provide Services for the aforementioned causes is not a breach of Motorola's obligations under this Service Agreement. Section 4 EXCLUDED SERVICES A. Service does not include the repair or replacement of Equipment that has become defective, malfunctions or damaged due, but not limited, to the following causes: use of Equipment in other than its normal and customary manner; liquid or chemical damage; physical or electronic abuse or misuse, vandalism, accident or neglect; acts of ASD-02-005 EFF (7/97) 13319