COM 1146.000 2004-2006 - Laserfiche WebLink

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SAGEM MORPHO, INC. MAINTENANCE SERVICES AGREEMENT TERMS AND CONDITIONS These Maintenance Services Agreement Terms and Conditions provisions for the reimbursement of travel, parts and other are part of the Maintenance Services Agreement ('Agreement") expenses). between SAGEM MORPHO, Inc. ("MORPH01 and the customer identified on the first page of this Agreement ('Customer"). 'Software' means the ocmputer programs and other software MORPHO and Customer agree as follows: included in the Description of Supported Equipment and Software on or attached to the first page of this Agreement, Section 1. Definitions together with any corrections or updates of such computer programs (other than Enhancements) as may be furnished by 'Annual Fee' means the fee payable annually for the Term of MORPHO during the Term pursuant to this Agreement or any this Agreement for the Basic Services. The first Annual Fee other agreement between the parties. payable for the initial Support Year is specified on the first page of this Agreement. Annual Fees payable for successive Support "Supplemental Services' means any services performed by Years through the remainder of the Term are specified on a MORPHO under this Agreement other than the Basic Service. pricing spreadsheet attached to this Agreement (when applicable). MORPHO may change the Annual Fee specified "Support Year' means any period of one year beginning with herein when: (1) Customer requests a change to the maintenance the Effective Date or any anniversary of the Effective Date. services provided hereunder, to (a) incorporate into this "Term" means the term of this Agreement as s Agreement the maintenance of additional or different Equipment Section 6. specified in and/or Software, or (b) modify any terms of this Agreement related to the services specified herein; or (fi) an Enhancement 'User Documsntation' means any user manual, instructions (defined below) is made at Customer's request, and and other printed documentation furnished by MORPHO for maintenance services for the Enhancement are desired. Customer's use of the Equipment or Software, as the same may MORPHO shall provide Customer with thirty (30) days prior be revised, updated or replaced by MORPHO from time to time written notice of any such change. during the Term. "Basic Service' means the services described as Basic Service Section 2. Basic Service in Section 2. During the Term, MORPHO will make available the following as 'Business Days' means Monday through Friday, exclusive of Basic Service under this Agreement: Customer's business holidays. 2.1 Service Requests. Upon Customer's request, 'Business Hours" means 8:00 a.m. to 5:00 p.m., Local Time on MORPHO shall advise Customer of the name, telephone number Business Days. and location of MORPHO personnel authorized to receive Basic 'Effective Date" means the Effective Date specified on the first Service requests from Customer. MORPHO will use commercially reasonable efforts to ensure that such personnel page of this Agreement. will be available during Business Hours to provide Basic Service "Confidential Information' means any trade secret, proprietary to Customer as set forth in this Agreement. or confidential information of MORPHO disclosed to Customer 2,2 Preventive Maintenance. On a schedule mutually that, upon or promptly after disclosure by MORPHO, is marked agreed upon by the parties, MORPHO will provide preventive or otherwise identified as proprietary or confidential, Or which maintenance services for the Equipment in accordance with Customer otherwise knows or has reason to know is proprietary MORenanc maintenance manual Efor quipment the Equipment. or confidential. Without limiting the generality of the foregoing, the parties hereby specifically agree that the following items 2.3 Repair, Replacement and Correction. Upon constitute Confidential Information: (i) the Software and any Customer's request, MORPHO will endeavor to promptly repair, Enhancements or updates thereto; (ii) the CAM, FCP, FIP and replace or otherwise correct any Equipment or Software that MORPHO processor boards and image compression boards does not operate substantially in accordance with its (collectively, the 'Boards') along with any Enhancements to the specifications as set forth in the applicable User Documentation. same; and (ii) any technical information, data or documents If on-site inspection or work is required to correct any Equipment related to the Equipment, Software or any Enhancements or Software: (i) for requests received between 8:00 a.m. and provided by MORPHO to Customer. 3:00 p.m. Local Time on any Business Day, MORPHO will use 'Customer's Site' means Customer's place of business that is commercially reasonable efforts to have an authorized representative of MORPHO at Customer's Site within four (4) specified as Customer's She on the first page of this Agreement hours after receipt of Customer's request; and (ii) for requests or such other location as may be agreed upon in writing by the received at any other time. MORPHO will use commercially parties. reasonable efforts to have an authorized representative of 'Enhancements" means any alterations, additions, MORPHO at Customer's She by 8:00 a.m. Local Time on the improvements or modifications of the Equipment or Software, next Business Day. The obligations set forth in this paragraph maintenance of which would increase the cost to MORPHO of 2.3 do not apply to any exclusion under paragraph 2.6 or to providing the Basic Service by more than 5% of the then-current expendable items such as lamps. Annual Fee. 2.4 Documentation Updates. During the Term, Within "Equipment' means the equipment included in the Description sixty (60) days after receipt of Customer's written request, of Supported Equipment and Software on or attached to the first MORPHO will make available to Customer any updates to the page of this Agreement, together with any repairs, replacements User Documentation made generally available by MORPHO to or corrections furnished by MORPHO (other than its customers (e.g., excluding any version customized for a Enhancements) during the Term pursuant to this Agreement or particular customer). any other agreement between the parties. 2.5 Supplemental Services. Upon Customer's request, 'Local Time' means local time at Customer's Site. in addition to the Basic Service, MORPHO will make available to Customer such additional consultation, technical assistance, "MORPHO's Standard Charges" means MORPHO's then training and other services as the parties may agree upon in current standard rates and charges (including, without limitation, writing from time to time during the Term. Page 2 of 5 Maintenance Agreement Rev 11/03