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<br />DISCLAIMER AND LIMITATION OF LIABILITY
<br />IBM will in no event be liable for lost preJfits, lost savings or other
<br />consequential damages even if IBM' 'Jean advised of the
<br />possibility of such damages, or for any ..Im against the Custo-
<br />mer b'i, any other party.
<br />IBM is relieved of responsibility for all loss of funds contained in.
<br />dispensed by or associated with any Machine.
<br />IBM's liability to the Customer for damages, from any cause
<br />whatsoever, and regardless of the form of action, whether in
<br />contract or in tort including negligence, shall be limited to actual
<br />damages up to the greater of $50.000 or 12 months' maintenance
<br />charges for the specific Machines under this Agreement that
<br />caused the damages or that are the subject matter of or are
<br />directly related to the cause of action. Such charges will be those
<br />in effect for the specific Machines when the cause of action arose.
<br />The foregoing limitation of liability will not apply to claims for
<br />personal injury or damage to real property or tangible personal
<br />property caused by IBM's negligence.
<br />
<br />GENERAL
<br />Service provided under this Agreement does not assure unin-
<br />terrLJPted operation of the Machines and IBM is not responsible
<br />for failure to render service due to causes beyond its control.
<br />This Agreement is not assignable without the prior written
<br />consent of IBM. Any attempt to assign any of the rights, duties or
<br />obligations of this Agreement without such consent is void.
<br />IBM may. upon 12 months' written notice to the Customer.
<br />modify the terms and conditions of this Agreement, except that
<br />IBM may, upon three months' written notice to the Customer,
<br />
<br />modify the torms and conditions ot the Sections entitled "Periods
<br />of Maintenance Serv;cp." "Charges" and "Services for Additional
<br />Charge." Otherwise, Agreement can only be modified by a
<br />written agreement (." signed by persons authorized to sign
<br />agreements on behalf of the Customer and IBM. Variance from the
<br />terms and conditions of this Agreement in any Customer order or
<br />other written notification will be of no effect.
<br />The Customer represents that the Customer is either the owner
<br />of the Machines under this Agreement, or authorized by the owner
<br />to include such Machines under this Agreement.
<br />No action, regardless of its form, arising out of this Agreement,
<br />may be brought by either party more than two years alter the
<br />cause of action has arisen, or, in the case of an action for
<br />nonpayment, 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 SUPPLEMENTS REFERENCING THIS AGREE-
<br />MENT, WILL BE THE COMPLETE AND EXCLUSIVE STATE-
<br />MENT OF THE AGREEMENT BETWEEN THE PARTIES,
<br />SUPERSEDING ALL PROPOSALS OR PRIOR AGREEMENTS.
<br />ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS
<br />BETWEEN THE PARTIES RELATING TO THE SUBJECT
<br />MATTER OF THIS AGREEMENT.
<br />
<br />Agreement for IBM Licensed Programs
<br />(Z125-3358-00)
<br />
<br />International Business Machines Corporation (IBM) and the Customer agree that, when this Agreement is signed by the Customer and
<br />accepted by IBM, the following terms and conditions will apply to any IBM licensed program materials offered under this Agreement
<br />when ordered by the Customer and the order is accepted as provided herein. Unger these terms and conditions, IBM wlll1) furnish
<br />licensed programs to the Customer, 2) furnish licensed optional materials in support of such licensed programs, 3) grant the Customer a
<br />nontransferable and nonexclusive license in the United States and Puerto Rico to use the licensed program materials, and 4) provide
<br />program services, all as described herein. The Customer agrees with respect tothe licensed programs to accept the responsibility for 1)
<br />their selection to achieve the Customer's intended results, 2) their installation, 3) their use, and 4) the results obtained therefrom. The
<br />Customer also has the responsibility for the selection and use of, and results obtained from, any other programs, programming,
<br />equipment or services used with the licensed programs.
<br />Specific licensed program materials may be ordered under this Agreement by 1) a Supplement to this Agreement (Supplement)
<br />signed by the Customer. 2) a written order. specifying the licensed program materials and the designated machine. signed by the
<br />Customer, or 3) such other ordering procedure as shall be designated by IBM for the specifiC licensed program materials. IBM will
<br />accept any such order under this Agreement by providing the Customer a Supplement specifying the supplemental terms applicable to
<br />such licensed program materials. Upon receipt of the Supplement by the Customer, IBM shall thereby grant a nontransferable and
<br />nonexclusive license in the United States and Puerto Rico for licensed program materials subject to the terms and conditions of this
<br />Agreement. Use of the licensed program materials or the first payment of charges due hereunder, whichever first occurs following
<br />receipt of the Supplement, will constitute the Customer's acceptance of the supplemental terms specified in the Supplement.
<br />
<br />Any terms which this Agreement states are to be specified by IBM for a licensed program and/or related licensed optional materials
<br />will be stated in the Supplement for that licensed program.
<br />
<br />DEFINITIONS
<br />The term "licensed program" in this Agreement shall mean a
<br />licensed data processing program consisting of a series of
<br />instructions or statements in machine readable form, and/or any
<br />licensed data base consisting of a systematized collection of data
<br />in machine readable form, and any related licensed materials such
<br />as, but not limited to, flow charts, logic diagrams and listings
<br />provided for use in connection with the licensed data processing
<br />program.
<br />The term "licensed optional materials" in this Agreement shall
<br />mean any machine readable or printed material not included in the
<br />licensed program and which is designated by IBM as available
<br />under license to Customers who have licensed the program to
<br />which such optional materials relate.
<br />The term "licensed program materials" in this Agreement shall
<br />mean both the licensed program and the licensed optional
<br />materials as defined above.
<br />The term "restricted materials" in this Agreement shall mean
<br />any licensed program materials which are labeled "Restricted
<br />Materials of IBM."
<br />The term "use" in this Agreement shall mean copying any
<br />portion of the licensed program materials into a machine and/or
<br />transmitting them to a machine for processing of the machine
<br />instructions, statements or data contained in such materials.
<br />Z125~9029~01
<br />
<br />TERM
<br />This Agreement is effective from the date on which it is accepted
<br />by IBM and will remain in effect until terminated by the Customer
<br />upon one month's written notice, or by IBM as set forth in this
<br />section. This Agreement may be terminated by the Customer only
<br />when all licensed program materials licensed hereunder are
<br />discontinued and all licensed program materials have been
<br />returned or destroyed.
<br />Licenses granted under this Agreement may be discontinued by
<br />the Customer upon one month's written notice, except that,
<br />during the testing period, the Customer may discontinue any
<br />license at any time upon written notice effective immediately.
<br />IBM may discontinue any license or terminate this Agreement
<br />upon written notice effective immediately if the Customer fails to
<br />comply with any of the terms and conditions of this Agreement.
<br />Notice of discontinuance of any or all licenses shall not be
<br />considered notice of termination of this Agreement unless
<br />specifically stated.
<br />Notice of discontinuance of any licensed program shall be
<br />notice of discontinuance of the license and of all licensed program
<br />materials obtained in connection therewith.
<br />
<br />LICENSE
<br />Each license granted under this Agreement authorizes the
<br />Customer to:
<br />
<br />Paqe 7 of 17
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