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14. ENTIRE AGREEMENT: ~ 14.1 This Agreement including Sections I through XII and any Addenda signed by both parties and the Service Agreements con- tain the entire understanding of Customer and Computervision with respect to the Maintenance Services provided hereunde'r and supersede all prior oral or written communications with respect to the subject matter hereof. This Agreement; the Addenda and the Service Agreements and the rights and obligations of the parties thereunder shall be governed by and con- strued in accordance with the laws of the Commonwealth of Massachusetts, except the laws relating to conflicts of laws. 14.2 If any provision or portion of this Agreement or of any Service Agreement is held to be unenforceable or invalid, the remain- ing provisions and portions thereof shall nevertheless be given full force and effect, and the parties agree to negotiate, in good faith, a substitute valid provision which most nearly effects the parties' intent in entering this Agreement or Service Agreement. WITHOUT LIMITING THE FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT OR SERVICE AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DIS- CLAIMER OF WARRANTY OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPEN- DENT OF ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL RE- MAIN IN EFFECT. 14.3 In the event of a conflict between the terms of this Master Service Agreement and the terms appearing on a Product Schedule, the terms of the Product Schedule shall prevail. 14.4 This Agreement and the Service Agreements may be amended only by an instrument in writing executed by Customer and Computervision. SECTION II--PREMIUM PLUS SERVICE 1. "Service Hours": Unless otherwise specified on the Product Schedule, the Service Hours for Premium Plus Service as referred to in this Section II will be twenty four (24) hours by seven (7) days coverage, excluding Computervision (24 hour) holidays. 2. Computervision will provide Premium Plus Service as defined in this Section during the Service Hours on the Equipment identified by Service Code "PPS' on the Product Schedule. Premium Plus Service includes: A. Telephone access to Computervision's Service Center for problem reporting; B. Scheduled Preventive Maintenance based on the specific needs of the Equipment as determined by Computervision; C. Remedial Maintenance performed at Customer's site following prompt telephone notification by Customer to Computervision's Service Center of Equipment failure. If Computervision's customer service representative determines that parts or resources not available at Customers' site are required for the repair, Remedial Maintenance will cease and will be re- sumed when the parts or resources are available. D. Providing of replacement parts, tools, test equipment and maintenance materials necessary for the performance of Maintenance Service hereunder. Parts removed on an exchange basis become the property of Computervision; and E. Installation of FCOs as required to maintain Equipment at current revision levels as determined by Computervision. 3. Provided Customer properly notifies Computervision of a request for service as specified in Section 11.2.C above, response to a Customer's request for service is guaranteed to be within two hours for a Customer site specified on the Product Schedule within 25 miles of a Metropolitan Service Center, and within four hours for a Customer site within 100 miles of a Metropolitan Service Center. The guaranteed response time will be fulfilled by an on-site visit or by performance of remote diagnostics, whichever is required at Computervision's discretion. No response time guarantee applies to (i) Equipment located remote from the central site, (ii) any Software running on the System, or (iii) any request for service which is received outside Computervision's normal business hours, 7:00 a.m. to 5:00 p.m. local time, Monday through Friday, although the average response time during any calendar month shall be within 4 hours of a request for service during the hours of 7:00 p.m. and 7:00 a.m. local time for Customer sites within 100 miles of a Metropolitan Service Center. 4. Computervision will grant Customer a credit equal to five percent (5%) of the Monthly Maintenance Charges for the Equipment which shall be Computervision's sole liability and Customer's exclusive remedy for any occasion that Computervision, due to causes within its reasonable control, fails to respond to Customer's request for service within a guaranteed response time as specified in Section 11.3 above. Any credits which may be due to Customer pursuant to this Section shall be calculated separately for each month. In no event shall the total of all credits granted during a given month exceed the total Monthly Maintenance Charges for the Equipment on a Product Schedule. Excess credits shall not be accrued from month to month nor applied to offset any prior Monthly Maintenance Charges or other sums as may be due Computervision. 5. Computervision guarantees a 98% uptime for the "Core System" within 100 miles of a Metropolitan Service Center. The uptime pe- riod will be measured on a 90 day (fiscal calendar quarter) by 24 hour cycle. The credit percentage that will apply will be the differ- ence between the actual uptime (if less than 98%) and 100% and will be applied against one months "Core System" charges. The credited dollar amount cannot exceed the Monthly Maintenance Charges for the System on the Product Schedule and will be applied to the invoice for the month,following the quarterly measurement cycle. 6. For the purposes of uptime guarantee credit, the following provisions shall apply: A. Downtime is that period of time when a "Core System" is inoperable, due to Equipment failure which causes the System to be unusable and in need of Remedial Maintenance, during the Service Hours for the Service Offering selected. B. Downtime calculations will be applied on a per-System basis, for Equipment related failures only. Downtime due to installa- tion of new Equipment, deinstallation, relocation, reinstallation and testing of existing Equipment, the failure of non- Computervision supplied equipment, Acts of God, or Customer's negligence or willful intent, does not qualify for downtime credit calculations, 100.1-6