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<br />BETWEEN THE PARTIES, EXCEPT AS PROVIDED IN THE
<br />SECTION ENTITLED "IBM EDUCATION COURSES," SUPER-
<br />SEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL
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<br />OR WRITTEN, AND ALL OTHER COMMUNICATIONS BE-
<br />TWEEN THE PARTIES RELATING TO THE SUBJECT MATTER
<br />OF THIS AGREEMENT.
<br />
<br />Agreement for Lease or Rental of IBM Machines
<br />(Z125-3320-00)
<br />
<br />International Business Machines Corporation (18M) and the Customer agree that the following terms and conditions will apply to any
<br />Customer order for lease or rental of IBM machines that is accepted by IBM under this Agreement. Under these terms and conditions,
<br />IBM will 1) lease or rent machines to the Customer, 2) provide maintenance service for machines and 3) as available, furnish
<br />programming and programming services, all as described herein. The Customer agrees to accept the machines, maintenance service,
<br />programming and programming services under the terms and conditions of this Agreement. The Customer further agrees with respect
<br />to the machines and programming to accept the responsibility for 1) their selection to achieve the Customer's intended results, 2) their
<br />use and 3) the results obtained therefrom. The Customer also has the responsibility for the selection and use of, and results obtained
<br />from, any other equipment, programs or services used with the machines and programming.
<br />The term "machines" as used in this Agreement refers to machines and/or their model conversions and features unless the context
<br />mquires individual reference.
<br />Specific machines, model conversions and features become subject to this Agreement when either a written orderto lease or a written
<br />order to rent is signed by the Customer and accepted by IBM. For each order to lease a machine, IBM will provide the Customer a
<br />Supplement to this Agreement (Supplement) confirming the specific terms applicable to the machine. Installation of the machine or
<br />payment of the first invoice for Monthly Lease Charges, whichever first occurs following receipt of the Supplement, will constitute the
<br />Customer's acceptance of such specific terms.
<br />
<br />INSTALLATION
<br />The Customer agrees to provide a suitable environment for the
<br />machines as specified by IBM and, except as otherwise specified
<br />by IBM, to furnish all labor required for unpacking and placing
<br />each machine in the desired location. Each machine will be
<br />installed as specified by IBM
<br />
<br />Installation By IBM
<br />IBM will install machines which are not identified by IBM as
<br />Customer Set-Up. IBM will install features and model conversions
<br />on the serial-numbered machine for which they are ordered.
<br />The first day of charge for such machine, feature or model
<br />conversion will be the day (Monday through Friday) following the
<br />day the machine, feature or model conversion IS installed by IBM.
<br />
<br />Customer Set-Up
<br />Each machine, feature and model conversion identified by IBM
<br />as Customer Set-Up (CSU) will be set up by the Customer in
<br />accordance with the instructions furnished by IBM.
<br />A CSU machine will be considered to be installed on the last day
<br />(Monday through Friday) of the CSU allowance period specified
<br />by IBM for such machine. The CSU allowance period commences
<br />on the day (Monday through Friday) following the date of receipt
<br />of the machine at the Customer's premises. However, when a CSU
<br />machine is delivered in conjunction with, and for attachment to, a
<br />non-CSU machine delivered from IBM, such CSU machine will be
<br />considered to be installed on the later of 1) the installation date of
<br />such non-CSU machine or 2) the installation date of the CSU
<br />machine as determined above.
<br />A CSU feature or model conversion will be considered to be in-
<br />stalled one month following the later of its estimated date of
<br />shipment or its actual date of shipment from IBM. CSU features
<br />and model conversions will be installed on the serial-numbered
<br />machine for which they are ordered.
<br />The first day of charge for such machine, feature or model
<br />conversion will be the day (Monday through Friday) following the
<br />day the machine, feature or model conversion is considered to be
<br />installed.
<br />
<br />CONTRACT PERIOD
<br />IBM will determine the Lease or Rental Contract Period or
<br />Periods for which each machine is eligible. The Customer may
<br />select the Lease or Rental Contract Period for each machine from
<br />the alternatives available.
<br />Lease Contract Period
<br />A Lease Contract Period has a Commencement Date, a Base
<br />Term and an Expiration Date each of which will be specified in the
<br />Supplement.
<br />The Commencement Date for an eligible machine being
<br />installed will be the day (Monday through Friday) following the
<br />day that the machine is installed, as specified in the Section
<br />entitled "Installation," provided the written order to lease the
<br />machine is received by IBM on or before such Commencement
<br />Date.
<br />
<br />The Commencement Date for an eligible machine already
<br />installed under a Rental Contract Period will be the day the written
<br />order to lease the machine is received by 18M. The Commence-
<br />ment Date of a new Lease Contract Period for a machine already
<br />installed under a Lease Contract Period or Extension will be the
<br />day immediately following the Expiration Date of such Lease
<br />Contract Period or Extension, provided that the written order for a
<br />new Lease Contract Period for the machine is received by IBM on
<br />or before such Commencement Date.
<br />The Expiration Date of a Lease Contract Period is determiner,
<br />initially by adding the Base Term to the Commencement Date,
<br />and thereafter may be adjusted as described in the Section
<br />entitled "Machine Modifications."
<br />A Lease Contract Period may be extended as described in the
<br />Section entitled "Lease Contract Period Extension."
<br />
<br />Rental Contract Period
<br />A Rental Contract Period has a Commencement Date and is of
<br />indefinite duration.
<br />The Commencement Date for an eligible machine being
<br />installed will be the day (Monday through Friday) following the
<br />day that the machine is installed, as specified in the Section
<br />entitled "Installation."
<br />The Commencement Date for an eligible machine already
<br />installed will be the day following the Expiration Date of its Lease
<br />Contract Period or Extension.
<br />
<br />CHARGES
<br />The Customer agrees to pay all charges as described in this
<br />Section. IBM reserves the right to offer machines for lease or
<br />rental on longer than a monthly charge basis and, if so, this
<br />Section would be construed accordingly.
<br />IBM will determine the Monthly Lease Charge or Monthly
<br />Rental Charge appl icable to the Lease or Rental Contract Period
<br />or Periods for which each machine is eligible. In addition, IBM will
<br />specify the Plan Offering for each machine as:
<br />Plan A: Each Plan A machine which is installed under a Rent-
<br />al Contract Period is subject to an Additional Use Charge for
<br />billable time in excess of 176 hours in any calendar month, as
<br />measured by an IBM meter, at an hourly rate which is equal to
<br />1/176th of the Monthly Rental Charge multiplied by IBM's
<br />applicable Additional Use Charge Percent then generally in
<br />effect. There is no Additional Use Charge for a Plan A machine
<br />which is installed under a Lease Contract Period or Extension.
<br />Plan B: For each Plan B machine, the Monthly Lease Charge
<br />or Monthly Rental Charge provides the Customer with
<br />unlimited use in any calendar month.
<br />Plan C: Each Plan C machine is subject to a Monthly Use
<br />Charge which is determined by multiplying the amount of pro-
<br />cessing performed by the machine, as measured by.an IBM
<br />meter, by IBM's applicable Monthly Use Charge Rate(s) then
<br />generally in effect.
<br />Plan 0: For each Plan 0 machine, model upgrade and feature,
<br />there will be an Initial Period of Maintenance Service, as
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