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<br />
<br />TER.ND CONDITIONS OIF MAINTl!NANCIE AGR*NT
<br />
<br />TERM
<br />
<br />This Agreement shall remain in eltecl for Ihe conlract period indioated on Ihe fronl page,
<br />
<br />ThiS Agreement may be extended lor' additional terms by a wntten agreement signed between
<br />bOlh partIes, GSSC will submit a renewable Agreement to Cuslomer forty five (45) days pnor to Ihe
<br />effeclive end date of Ihe current Agreemenl for Cuslomer review and acceplance, GSSC reserves
<br />the right 10 ohange conditions of sale atlhaltime,
<br />
<br />CHARGES
<br />
<br />The maintenance charge is set forth on lhe front pag:J and is exclusive 01 any federal, stale, local
<br />sales or excise taxes, '
<br />
<br />Customer agrees 10 pay alltaxas, however deslgnaled (excluding lilxes on GSSC's net income),
<br />imposed on or based upon Ihe provision, sale or use of the services or associated products
<br />provided hereunder,
<br />
<br />Terms of payment are set forth on the front page, Pa.~t due balances are subJect to a late charge
<br />of one and one half percent (1...... lib) per month,
<br />
<br />On call service Ihat is non-scheduled. out of scope, will be charged on a time and malerial basis
<br />at GSSC's prevailing rates tor labor, plus malerials ani associaled lravel charges, Labor time shall
<br />be charged on a portal to ponal basis, With a minimJm of two (2) hours Charged per call. In Ihe
<br />event the Customer declines performance of such service after a GSSC representative has
<br />responded to a service call, the Cuslomer shall pay Ihe prevailing rate for the associated time and
<br />Iravel.
<br />
<br />INSPt.:C'i'ION
<br />
<br />The equipment lisled in Ihis Agreement will be sub/ecllo Inspeclion prior to GSSC acceptanoe of
<br />responsibility to mamtain any equipment, or portion Ihereof, In the event Ihe equipment Is nol in
<br />good operallng oondition or II it is in need of repair or refurbishment, GSSC shall advise the
<br />Cuslomer, whereupon Ihe Customer shall decKle whelher to repair or replace Ihe equipment. The
<br />Customer shall pay all charges to place the equloment in good working order at the non-
<br />scheduled, out of scope GSSC prevallmg rates for labor and materials
<br />
<br />SERVICE COVERAGE
<br />
<br />For the equlpmenl listed in this Agreement, GS3C shall proVide prevenllve and remedial
<br />maintenance services, Preventive maIntenance w II be performed on a scheduled baSIS In
<br />accordance with manufaclurers recommendations as agreed to by both parlles, Remedial
<br />malnlenance Will be performed upon Customer notifi::ation thatlhe equlpmenlls Inoperable, Bolh
<br />these services shall be rendered during the scheduled prinCIpal penod as selforth on the tront
<br />page of thiS Agreement. GSSC agrees to have a service represenlative dispatched In accordance
<br />with Ihe response time noted on the face hereof after receipt of a service request Hours outSide
<br />Ihe principal period of mainlenance shall not be Included in determining the response time Any
<br />services rendered oulslde the principal period of maintenance Will be charged at GSSC's
<br />prevailing rales for non-sche~uled oul 01 scope service,
<br />
<br />The Customer shall proVide, free and full access to the equipment and, at no charge, the use 01
<br />any machines, al1achments or OIher eqUlpmem reQuired to proVide the speCified maintenance
<br />servloes, The Customer shall provide al no charge, hardware documentation and system
<br />diagnostIcs, adequate working space and facilmBS III the immediate area of the equipment to be
<br />servloed and reasonable storage space for spare parts and matenals,
<br />
<br />For Ihe equipment listed In thiS Agreemenl, the Customer shall provide and maintain a stable
<br />envlronmenllncluding but nOlllmited 10 electric power, humidIty and temperature, necessary for
<br />optimum performance of its equipment as speCified by the equipment manufacturer,
<br />
<br />GSSC shall furnish a Service Report to Ihe Customer upon completion of each remedial
<br />maintenance call The Service Report Will Idenlify I,e nalure of Ihe failure and corrective action
<br />performed
<br />
<br />L1MITATfONS OF OBLIGATIONS
<br />
<br />GSSC obligations under this Agreemenl do not include:
<br />o Eleclrical work external to the equipment IlsI;
<br />. Operating supplies or accessories including tapes, diSks. paper, loner, drums. cartridges or
<br />other such media;
<br />o Services or parts required to repair damage caused by or resulting Irom faully or failed
<br />eleclncal power or air conditioning, hardwe;re design problems, media IncompatibilIty,
<br />operator errors, neglect or misuse by an entny other than GSSC;
<br />o Programming and software maintenance;
<br />. Service on equipment which has been modified or altered Without prior GSSC consenl;
<br />. Replacement or refurbishment of equipment which IS worn beyond reasonable repair duE'
<br />to extensive use and/or age,
<br />
<br />EOUIPMENT RL:ARRANGEMIiNTI RELOCATtONI MODIFICATIONS
<br />
<br />GSSC shall not be obligated to maintaIn equipment '.hat has been rearranged or relocated GSSC
<br />shall be nO:llled In writing alleasl thirty (30) days in cdvance thereof, and GSSC may, at ItS option
<br />agree to maintain Ihe equipment. but 1\ expressly reserves the riqht to adjust its charges for
<br />servicing such equIpment In accordance with GSSC's then current rates
<br />
<br />Customer IS required to provide thirty (30) day prior written nolice for any equipment modifIcations.
<br />additions or deletions Upon such notice GSSC Will prOVide an amendment of this Agreement that
<br />will rellect Ihese changes and assoclaled charges,
<br />
<br />f'
<br />
<br />RI!PLACEMENT PARTS
<br />
<br />All replaced pe1s become the property of GSSC on an exchange basis, Replacement parts may
<br />be eIther new, or parts equal in performance to new parts,
<br />
<br />UNFORESEI:N OCCURRENCES
<br />
<br />GSSC shall not be In default of any failure in performance of thiS Agreement. if such failure anses
<br />out of causes beyond Ihe control of GSSC Such causes may include bul are not limiled to acts
<br />of God, acts 01 ihe publiC enemy, acts of the Government in either Its sovereign or contractual
<br />capacity and ac-.s 01 the Customer,
<br />
<br />LIMITATION OF LIABILlTV
<br />
<br />In no event shall GSSC be liable to Cuslomer for special, Incidenlal, exemplary or consequenllal
<br />damages, inclLding without limitalion to loss of profits, loss 01 use, loss 01 data, or liability of
<br />Customer to third parties arising out of the performance of GSSC pursuant to this Agreement,
<br />GSSC shell nOl be liable 10 Customer for eny injury or damage to Cuslomer, or Customer's
<br />personnel, Invitees, licenses, or property unless such inJury or damage IS ceused by the
<br />negligence or intentional conduct of GSSC, Damages to Customer In any acllon against GSSC
<br />relallng to thiS Agreement or Ihe performance of services relating thereto shall be IImlled to the
<br />lolal payments made by Customer pursuant to thiS Agreement dUring the contract period
<br />precedIng said breach,
<br />
<br />No action, regardless of form, arising out 01 transaclions under this Agreement may be initIated
<br />by either party more than one (t) year after the cause 01 the action The above is In lieu 01 any and
<br />all warranlles, 3xpressed or Implied.
<br />
<br />EXCLUSION OJ' WARRANYV
<br />
<br />UNLESS EXPRESSLY SET FORTH ELSEWHERE IN THIS AGREEMENT, GSSC. ITS PARENT,
<br />SUBSIDIARIES AND THEIR AFFILIATES. SUBCONTRAC!ORS AND SUPPLIERS MAKE NO
<br />WARRANTIES EXPRESSED OR IMPLIED. AND SPECIFICALLY DISCLAIM ANV WARRANTY
<br />OF MERCHANTABlllTV. FITNESS FOR A PARTICULAR PURPOSE, OR THE FITNESS OR
<br />SUITABllITV OF THE EQUIPMENT ON WHICH THE SERVICES ARE PERFORMED, OR ANY
<br />MODIFICATIONS THEREOF FOR ANV SPECIFIC APPLICATION, PERFORMANCE, RESULT
<br />OR USE. NO WARRANTY OR REPRESENTATION SHALL BE BINDING ON GSSC UNLESS IN
<br />WRITING AND SIGNED BY AN AUTHORIZe:D REPRESENTATIVE OF GSSC,
<br />
<br />ASSfGNMENT
<br />
<br />ThiS Agreemen~ IS not ~SSlgnable by Ihe Customer In whole. or in part without the prior written
<br />consent ot GSSC,
<br />
<br />TERMINATION
<br />
<br />ThiS Agreement wllllerrl1lnate effective at the end 01 the contract penod noted,
<br />
<br />GSSC reserVES the nght to termInate earlier, ii,
<br />o Custome' falls to make any payment as reqUired by thiS Agreement:
<br />. Customer petitions lor reorganization under the Bankruptcy Act, or if a receiver IS apPOinted
<br />tor Customer's bUSiness or if the Customer makes an assignment lor Ihe benetit of
<br />credllor3
<br />
<br />GSSC Will prO\lde thirty (30) day pnor wrillen notice to exercise its termination oplion for any of
<br />the above noted causes,
<br />
<br />In the event 01 any lermination pursuant to Ihis Agreement, all liability and/or obllgalion 01 GSSC
<br />to Cuslomer s,all cease GSSC Will be permitted to enter Customer's premises to remove any
<br />GSSC owned eqUIpment on Customer's premises, In Ihe event Customer shall terminate or
<br />otherWise dlsco'lbnue Ihls Agreemenl other than for gOOd cause, CUSlomer agrees 10 compensate
<br />GSSC for all losses Incurred by GSSC as a result of suoh termination or discontinuance, Including
<br />but not limited to 1051 p.of;t and unabsorbed dlrecl and indirecl overhead,
<br />
<br />In the evenl of ~ny breach of Ihls Agreement by GSSC. Customer will provide wnl1en notice of said
<br />breach GSSC WIll cure any breaChes wllhin sIxty (60) days from receipt of notice to cure, If GSSC
<br />falls to so cure, Customer may lermlnale thiS Agreement by giving thirty (30) day pnor written
<br />notice,
<br />
<br />GENERAL
<br />
<br />Customer represents end warrants thaI he/she is the owner of eqUIpment described herein. or if
<br />not Ihal heJshu IS duly authorized to enter into thiS AgrE'ement.
<br />
<br />GSSC and Customer will nOI offer employment to nor accept lor employment each other's
<br />personnel whc are directly associated With the work under Ihls Agreement for a penod begInning
<br />With the execution ollhls Agreement and continuing for one (1) year subsequent to Ihe term of lhe
<br />Agreemant and any extension Ihereof
<br />
<br />No prOVISIon of thiS Agreement may be waived or modified unless reduced to wntlng and Signed
<br />by an aulhonzed representative of Customer and GSSC,
<br />
<br />ThiS Agreeme,1 shall be governed by Ihe laws ollhe State of New York,
<br />
<br />ThiS Agreeme 11 and Ihe documenls referred to herein, consll1ute the enlire Agreement between
<br />parties,
<br />
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