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<br /> 2.6 Exclusions. Basic Service does not include any for any reason (including, without limitation, due to environmental
<br /> repair, replacement, correction or other support required: (a) with conditions, inaccessibility, legal issues, or any other reason).
<br /> respect to any Enhancements; (b) with respect to any obsolete
<br /> Equipment or Software that Customer fails to upgrade following 4.3 ModlBcatlortc. Customer will not make or permit any
<br /> reasonable notice by MORPHO that continued serviceability of alterations, additions, improvements or modifications to the
<br /> Customer's system requires suitable replacement of such Equipment or Software without the prior written consent of
<br /> discontinued item(s); or (c) as a result of any: (i) breach of or MORPHO. In the event MORPHO becomes aware of any such
<br /> default under this Agreement by Customer; (ii) neglect, misuse unauthorized alterations, additions, improvements or
<br /> or abuse of the Equipment or Software; (iii) operation of the modifications to the Equipment or Software, MORPHO may, at
<br /> Equipment or Software in any unsuitable environment or for any its sole discretion, terminate this Agreement.
<br /> unintended purpose, as determined by MORPHO at its sole 4.4 Risk of Loss. Customer will protect the Equipment,
<br /> discretion; (m) loss, casualty, damage or injury; (v) alteration, Software and any Enhancements from loss, casualty, damage
<br /> addition, improvement, modification to or relocation or and injury. Customer assumes all risk of loss, casualty, damage
<br /> maintenance of the Equipment or Software not performed or or injury relating to the Equipment. Software or any
<br /> authorized by MORPHO; (vi) use or combination of the Enhancements.
<br /> Equipment or Software with any other products, goods, services
<br /> or other items furnished by anyone other than MORPHO; or (vii) 4.5 Customer Contact. Throughout the Tenn, Customer
<br /> failure by Customer to use the latest versions of the Equipment will provide at least one (1) contact in Customer's organization
<br /> and Software provided to it by MORPHO. Further, Basic Service with whom MORPHO may discuss issues related to the
<br /> does not include any service which is provided, upon Customer's maintenance and support of the Equipment and Software and
<br /> request, either: (a) on any day other than a Business Day, (b) at the rights and obligations at the parties hereunder, and who will
<br /> MORPHO's facility after Business Hours, or (c) at Customer's be authorized to make decisions relating to the same on behalf
<br /> Site between 5:00 p.m. and 8:00 a.m. Local Time; provided, that of Customer.
<br /> Basic Service shall include services provided between 5:00 p.m.
<br /> and 7:00 p.m. Local Time 9 Customer has placed a service order 4.8 Diagnostic Software. Upon MORPHO's request,
<br /> between 1:00 p.m. and 3:00 p.m. Local Time pursuant to Section Customer will allow MORPHO to install on Customer's system
<br /> 2.3 above, and Customer makes its equipment and personnel such diagnostic software as MORPHO reasonably deems
<br /> available to MORPHO's authorized representative during such necessary to perform its obligations hereunder.
<br /> hours. 4.7 Log Entries. Customer shall promptly notify
<br /> 2.7 Enhancements. Any maintenance services required MORPHO of any failures, malfunctions, problems or defects in
<br /> with respect to any Enhancements shall be the subject of a the Equipment or Software. Customer shall maintain detailed
<br /> separate written agreement between the parties logs of all Equipment and Software failures, malfunctions,
<br /> problems, and defects. Upon request, Customer will make such
<br /> Section 3. Performance of Services logs available to MORPHO for use in connection with
<br /> 3.1 Maintenance Parts. MORPHO shall provide all performance of its obligations hereunder.
<br /> Equipment maintenance parts required in connection with the 4.8 Facilities. Customer will provide safe and sufficient
<br /> Basic Service at no cost to Customer. Parts removed from the access to the Equipment and Software and Customer's Site as
<br /> Equipment in the performance of the Basic Service shall become reasonably required for MORPHO to perform its obligations and
<br /> the property of MORPHO. Parts installed in the Equipment shall exercise its rights under this Agreement. Further, Customer
<br /> become the property of Customer. shall, at no charge to MORPHO: (i) provide access to such
<br /> machines, communications facilities and other equipment as are
<br /> 3.2 Replacement or Repair. In performing the Basic reasonably necessary to provide maintenance and support
<br /> Service, MORPHO shall determine, at its reasonable discretion, services, provided that MORPHO shall be responsible for any toll
<br /> whether to repair or replace any defective Equipment parts. calls made by MORPHO or its representatives from Customer's
<br /> 3.3 Inventory. In order to facilitate the performance of She; and (ii) make available to MORPHO a storage space
<br /> the Basic Services, MORPHO shall use commercially within reasonable proximity of Customer's Site which MORPHO
<br /> reasonable efforts to maintain a reasonable inventory of may use for spare parts and other hems required by MORPHO in
<br /> Equipment spare parts at a location designated by MORPHO at performance of maintenance and support services. Such
<br /> its sole discretion. storage space shall include adequate heat, light, ventilation,
<br /> electrical supply and telephone access. Customer shall exercise
<br /> Section 4. Customer Responsibilities reasonable care to ensure the physical security of all MORPHO
<br /> property stored at such storage space, and shall provide
<br /> 4.1 Use and Operation. Customer will use the adequate fireproof storage for all MORPHO documentation.
<br /> Equipment and Software (as well as any Enhancements) only for
<br /> the purposes specified in the User Documentation. Customer Section S. Compensation
<br /> will not use or permit the use of the Equipment or Software or
<br /> any Enhancements for any other purpose. Customer will 5.1 Annual Fee. For each month during the Term,
<br /> operate the Equipment, Software and any Enhancements in Customer will pay MORPHO one-twelfth (1/12) of the applicable
<br /> strict accordance with the User Documentation. Throughout the Annual Fee (prorated for any partial months). MORPHO will
<br /> Term, Customer will provide suitable space, air conditioning issue its invoice for the Annual Fee installment for each month
<br /> (e.g., heating, cooling, circulation and filtering), utilities (e.g., on or about the first day of such month. In accordance with the
<br /> electric power) and other requirements for installation and Base Agreement, Customer may make an annual prepayment of
<br /> operation of the Equipment, Software and any Enhancements at the Annual Fee at the beginning of any Support Year.
<br /> Customer's Site in accordance with the User Documentation. 5.2 Supplemental Services. Unless otherwise agreed
<br /> 4.2 Location. MORPHO may immediately terminate this by the parties, Customer will pay MORPHO for any
<br /> Agreement if Customer at any time during the Term does not Supplemental Services in accordance with MORPHO's Standard
<br /> keep the Equipment and Software in its sole possession and Charges. Unless otherwise agreed by the parties or provided for
<br /> control at Customers Site. Customer shall provide MORPHO in MORPHO's Standard Charges, MORPHO will issue its
<br /> with not less than ninety (90) days prior written notice of any invoices for any Supplemental Services on a periodic basis as
<br /> relocation of the Software or Equipment to any location other such Supplemental Services are provided.
<br /> than the one in which it is installed by MORPHO. MORPHO may 5.3 Payment. Customer will pay each of MORPHO's
<br /> immediately terminate this Agreement if the new location is invoices within thirty (30) days after receipt. Any amount not
<br /> determined by MORPHO, at its sole discretion, to be unsuitable paid when due will be subject to a finance charge equal to one
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<br /> Maintenance Agreement Rev 11/03
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