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<br />
<br />Contract Periods or Extensions which r a Commencement
<br />Date on or after the date of the notice. SUCI ,dification will apply
<br />to current Lease Contract Periods or Extensions upon their
<br />Expiration Dates, provided such occur on or after the effective
<br />date. For a lease machine which was on order prior to the date of
<br />the notice and is shipped within three months following the date of
<br />the notice, and for an Extension which will commence within three
<br />months following the date of the notice, the effective date of such
<br />modification will be the Expiration Date of the initial Lease
<br />Contract Period or the ensuing Extension, respectively. Other-
<br />wise, the Agreement or any Supplements can only be modified by
<br />a written agreement duly signed by persons authorized to sign
<br />agreements on behalf of the Customer and 18M, and variance
<br />from the terms and conditions of this Agreement and any Supple-
<br />ments in any Customer order or other written notification will be of
<br />no effect.
<br />IBM is not responsible for failure to fulfill its obligations under
<br />this Agreement due to causes beyond its control.
<br />
<br />No action, regard Ie' form, arising out of this Agreement
<br />mny be brought by 81" ., party more than two years after the
<br />cause of action has arisen, or, in the case of an action for nonpay-
<br />ment, more than two years from the date the last payment
<br />was due
<br />This Agreement will be governed by the laws of the State of New
<br />York.
<br />THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER
<br />HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
<br />AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
<br />FURTHER. THE CUSTOMER AGREES THAT THIS AGREE-
<br />MENT AND ITS APPLICABLE SUPPLEMENTS AND EXHIBITS
<br />ARE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE
<br />AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL
<br />PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN,
<br />AND ALL OTHER COMMUNICATIONS BETWEEN THE
<br />PARTIES RELATING TO THE SUBJECT MATTER OF THIS
<br />AGREEMENT.
<br />
<br />Agreement for Hourly IBM Machine Service
<br />(Z120-2826-00)
<br />
<br />International Business Machines Corporation (IBM) by its acceptance of this Agreement agrees to furnish and the Customer agrees to
<br />accept on the following terms and conditions Hourly IBM Machine Service at an IBM Facility for program testing and other activities,
<br />including conversion, directly related to program testing. Hourly IBM Machine Service IS compnsed of the availability and use of
<br />machines and programs (applicable System Control Programming and certain Licensed Program Products) as mutually agreed upon
<br />by the Customer and IBM at the IBM Facilily.
<br />
<br />TERM
<br />This Agreement is effective from the date it is accepted by IBM
<br />and shall remain in force until terminated by the Customer upon
<br />one month's prior written notice, or by IBM upon three months'
<br />prior written notice. The availability of machines and programs
<br />may be modified or terminated by IBM upon one month's notice.
<br />
<br />USE
<br />The service furnished under this Agreement shall be used
<br />exclusively by the Customer for program testing and other
<br />activities, Including conversion, directly related to program
<br />testing. This includes testing activities associated with either IBM
<br />furnished or Customer furnished programs. The Customer
<br />represents to IBM that he is currently or prospectively () user of
<br />IBM products, and will not use the service being furnished under
<br />this Agreement except in conjunction with the Customer's use or
<br />prospective use of such IBM products.
<br />
<br />CHARGES
<br />The Customer agrees to pay charges for Hourly IBM Machine
<br />Service in accordance with 18M's established rates in effect when
<br />the service is rendered, All charges are subject to change upon
<br />three months' notice.
<br />Charges accrue when the service is available for the
<br />Customer's use, as agreed upon by the Customer and IBM at the
<br />IBM Facility. Charges will be invoiced monthly for services
<br />rendered and are payable on receipt of invoice.
<br />There shall be added to any charges under this Agreement
<br />amounts equal to any applicable taxes however designated,
<br />levied or based on such charges or on this Agreement or the
<br />services rendered hereunder, or on the machines and progrilms
<br />or their use, including state and tocal privilege or excise l.::Ixes
<br />based on gross revenue, and any taxes or amounts in lieu thereof
<br />paid or payable by IBM in respect of the foregoing, exclusive of
<br />personal property taxes assessed on the machines or programs
<br />and taxes based on net income.
<br />
<br />STORAGE MEDIA AND SUPPLIES
<br />Except for storage media necessary for the availability and use
<br />of IBM furnished programs and incidental consumption of paper
<br />forms and cards utilized, all supplies, materials and other storage
<br />media required by the Customer to use the machines must be
<br />furnished by the Customer and must meet IBM specifications,
<br />
<br />MAINTENANCE
<br />IBM shall have full and free access to the machines and
<br />programs for maintenance purposes. Charges for any
<br />
<br />Z125.9029-oi
<br />
<br />adjustments, component replacements or repairs due to the
<br />negligence of the Customer will be borne by the Customer.
<br />When machines or programs are unavailable during the
<br />Customer's scheduled hours due to required maintenance, such
<br />time will be rescheduled as mutually agreed upon by the
<br />Customer and IBM.
<br />
<br />GENERAL
<br />The Customer is solely responsible for the accuracy and
<br />adequacy of all programming used in connection with the
<br />machines, the operation of the machines when the machines are
<br />scheduled for the Customer's exclusive use, and the resultant out-
<br />put thereof. IBM assumes no responsibility for loss or security of
<br />Customer data or records. Programs furnished by IBM are
<br />provided for the Customer's use at the IBM Facility. The
<br />Customer agrees not to copy any such programs for use outside
<br />of the IBM Facility or remove any such programs from IBM's
<br />premises.
<br />
<br />IBM MAKES NO WARRANTIES EXPRESS OR IMPLIED,
<br />INCLUDING BUT NOT LIMITED TO, THE IMPLIED WAR-
<br />RANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE. IBM will not be liable for lost profits,
<br />for any claim against the Customer by any other party, or for
<br />consequential damages even if IBM has been advised of the
<br />possibility of such damages. IBM shall not be liable for failure to
<br />make Hourly IBM Machine Service available due to causes
<br />beyond IBM's control. No action, regardless of form, arising out
<br />of the transactions under this Agreement, may be brought by
<br />either party more than one year after the cause of action has
<br />;lccru(;d, except th<1t .::In <1ctlon for nonp<1ymen! may be brought
<br />Within one year after H1C date of last payment.
<br />The terms of this Agreement may be modified by IBM upon
<br />three months' written notice to the Customer, The Customer may
<br />exercise the Customer's right to terminate; otherwise, such
<br />modification shall become effective.
<br />This Agreement shall be governed by the laws of the State of
<br />New York and constitutes the entire agreement between the
<br />Customer and IBM with respect to Hourly IBM Machine Service.
<br />The foregoing terms and conditions shall prevail notwithstanding
<br />the terms of any order submitted by the Customer with respect to
<br />Hourly IBM Machine Service.
<br />
<br />THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ
<br />THIS AGREEMENT. UNDERSTANDS IT AND AGREES TO ALL
<br />TERMS AND CONDITIONS STATED HEREIN.
<br />
<br />Paq(; 1/ of 17
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