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<br />Contract Periods or Extensions which ~ a Commencement
<br />Date QP or after the date 01 the notice. SUe ,odification will apply
<br />to cuuent Lease Contract Periods or Extensions upon their
<br />Expiration Dates, provided slIch occur on or alter the effective
<br />date, For a lease machine which was on order prior to the dale 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 IBM, 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, regardl )1 toml, anStrl~ out of thiS Agreement
<br />may be broLJ~]lrt by \ ,;r party more ttwn two years after the
<br />calise at ilCtion hilS ,Hisf:n, or, in the Cilse at an 8ctlon for nonpay-
<br />ment, rnor(~ th,m IWD y(;m~; from th(~ dale the last pilyrncnt
<br />was dllC
<br />This Agreement will be rJoverncd by the laws of the State of New
<br />York.
<br />THE CUSTOMER ACKNOWLEDGES THA T THE CUSTOMER
<br />HAS READ THIS AGREEMENT. UNDERSTANOS IT ANO
<br />AGREES TO BE BOUNO BY ITS TERMS AND CONOITIONS.
<br />FURTHER, THE CUSTOMER AGREES THAT THIS AGREE-
<br />MENT ANO 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 Aqreemcnt ;lgrees to furnish and the Customer agrees to
<br />accept on the following terms and conditions Hourly IBM Machine Service al an IBM Facdity for prolJram testing and other activities,
<br />including conversion, directly related to program testing. Hourly IBM Machine Service IS comrrised of lhe availability and use of
<br />machines and programs (applicable System Control Programming and certaill Licensed Prowam Products) as mutually agreed upon
<br />by the Customer and IBM at the IBM Facility.
<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 Custer-ner upon
<br />one month's prior written notice, or by IBM upon three months'
<br />prior written notice. The availability of machines and pm~lrams
<br />may be modified or terminated by IBM upon one montll'S notice.
<br />
<br />USE
<br />The service furnished under this Agreement shall be used
<br />exclusively by the Customer for program testing Clnd olher
<br />activities, including conversion, directly rclJled to prograll1
<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 a user of
<br />IBM products, and will not use tile service being furrllsllcd IIlHk~1
<br />ttlis Agreement except in conjunction with the Customer's llse 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 IBM'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 tile 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 dpslgn<ltcd,
<br />levied or based on suCh charges or on this Agreement m th(~
<br />services rendered hereunder, or on the machines and rHogr.1ms
<br />or their use, including state and local pr-ivilege or excise 1,1XCS
<br />based on gross revenue, and any taxes or amounts in lieu tllcreot
<br />paid or payable by IBM in respect of the foregoing, exclusive of
<br />personal property taxes assessed on the machines or progr<lll1s
<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 pC'lper
<br />~ .Jrms 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 />.z~-iiI;iV~ ___....
<br />~:,..u.;~~.
<br />
<br />adjustments, component replacements or repairs due to the
<br />neqligcnce of ttw Customer will be borne by the Customer.
<br />When n1<1chines or programs ,lre unavailable during the
<br />Customer's scheduled tlours due to required maintenance, such
<br />time will be rescheduled as mulually agreed upon by the
<br />Customer and. IBM
<br />
<br />GENERAL
<br />The CtJ~t()Tm~r is ~~oI0Iy responsible for the (lccur(lcy and
<br />,ldcqu<lcy of ;111 pluqr;lIll111illq ll~;(:d ill conneclion wilh lh(~
<br />lll.1ctlill(;s, the operation of ttlC machines when the maUllnes are
<br />sctledulcd for Ule Customer's eXCllJsive use, and tile resultant out-
<br />put ther(;of. IBM ;lSSIIIlWS no rw,ponsihilily for loss or sr:curity of
<br />Custolller d;lla m rr:cofcJs. Progr~lIns furnish(~d by IBM arC'
<br />provided lor lll(' Cw;tornc:r'~-; IJSf~ tlt the lUM F<lcility. The
<br />Customer agrees (101 10 copy allY such programs for use outside
<br />of the IBM F<lcility m remove any such programs from IBM's
<br />premises
<br />
<br />IBM MAKES NO WARRANTIES EXPRESS OR IMPLlEO,
<br />INCLUDING BUT NOT L1MITEO 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 sh<lll not be liable for failure to
<br />make Hourly IBM Mi1chine Service available due to causes
<br />heyond IUM's control. No ;\cllon, wgilrdlr:ss 01 form, arising Ollt
<br />of tile Il.lflSilctl(H1S IIIHh~f tillS ^qn;fnm~1I1, 11'1;\y be brought hy
<br />f:itlwr pillty lllort) tl1,111 one y(~ar ,lfter Hw cause of action has
<br />~IC(;llI('cl, (~x(;(~pl 111;11 ;Ill ;lcli()l1 fur rloll[l(JYIflf:IlII11ay be hrouql-11
<br />within olle year after Hle date allast p3ymcnt
<br />nle terms of this Agreement may be modified by IBM upon
<br />tlllee months' written notice to the Customer. Trw Customer may
<br />exercise tile Customer's right to terminate; otherwise, such
<br />nlodification shall becorne 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 />Tile forenoing ternlS and conditions shall prevail notwithstanding
<br />the terms of ;my order" subnlllted by tile CustOlrl(;( with respect to
<br />Hourly IBM Machine Service.
<br />
<br />THE CUSTOMER ACKNOWLEOGES THAT HE HAS READ
<br />THIS AG<1EEMENT, UNDERSTANDS IT AND AGREES TO ALL
<br />TERMS AND CONOITIONS STATED HEREIN.
<br />
<br />Pilqr~ 17 of 1'1
<br />
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