{"id":42553,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-on-site-maintenance-plan-concentric-research-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-on-site-maintenance-plan-concentric-research-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/master-on-site-maintenance-plan-concentric-research-corp-and.html","title":{"rendered":"Master On-Site Maintenance Plan &#8211; Concentric Research Corp. and Racal-Datacom Inc."},"content":{"rendered":"<pre>\n                        MASTER ON-SITE MAINTENANCE PLAN\n                            AGREEMENT NUMBER CON02C\n\n\n     This Master On-Site Maintenance Plan agreement (hereinafter referred to as\n'Agreement') is entered into this _________24th____________ day of August, 1994,\nby and between Concentric Research Corporation, a Florida corporation,\n(hereinafter referred to as 'Customer'), having its principal place of business\nlocated at 400 Forty-First Street, Bay City, Ml 48708 and Racal-Datacom, Inc., a\nDelaware corporation, (hereinafter referred to as 'R-D'), having its principal\nplace of business located at 1601 N. Harrison Parkway, Sunrise, Florida 33323-\n2899, organizations duly authorized by law.\n\n\n                                WITNESSETH THAT\n\n     WHEREAS, R-D is the manufacturer of data communications equipment\n(hereinafter referred to as 'Equipment') and software (hereinafter referred to\nas 'Software') which is purchased by or leased to the general public; and,\n\n     WHEREAS, Customer is desirous of establishing a plan (hereinafter referred\nto as the 'On-Site Maintenance Plan agreement') for on-site maintenance on\nEquipment and Software:\n\nand,\n\n     WHEREAS, 100th parties are desirous of establishing the terms and\nconditions which shall govern all On-Site Maintenance Plan agreement orders\nissued pursuant to this Agreement.\n\n     NOW THEREFORE, in consideration of the covenants, premises and mutual\nagreements contained herein, the parties do hereby agree as follows:\n\nI.   TERM OF AGREEMENT\n     -----------------\n\n     This Agreement shall commence upon the date first written above and shall\ncontinue for a term of twelve (12) months.  This Agreement shall govern all\nOrders (as defined in Article III) placed hereunder provided such Orders are\nreceived by R-D within twelve (12) months beginning upon the date of\ncommencement of this Agreement.  Thereafter this Agreement shall automatically\nrenew itself in twelve (12) month increments unless either party notifies the\nother of its decision to terminate this Agreement by providing the other party\nsixty (60) days written notice prior to the expiration of the period then in\neffect.\n\n \nII.  EQUIPMENT AND SOFTWARE ELIGIBILITY\n     ----------------------------------\n\n     Equipment and Software set forth in the published R-D price book as being\nsupported by the On-Site Maintenance Plan agreement and installed within the 48\ncontiguous United States and the District of Columbia are eligible for coverage\nunder the On-Site Maintenance Plan agreement provided herein and will be covered\nhereunder if such services are ordered.\n\nIII. TERM OF INDIVIDUAL ORDER\n\n     (a)  Leased Equipment and\/or Software.  Customer has ordered Basic Coverage\n          --------------------------------   -----------------------------------\nmaintenance coverage for a four (4) year term on R-D Order Number 132450. R-D\n-----------------------------------------------------------------------------\nagrees to provide Basic Coverage maintenance coverage at no charge to Customer\n------------------------------------------------------------------------------\nfor the initial one (1) year of said four (4) year term for all Equipment set\n-----------------------------------------------------------------------------\nforth on said Order. The terms and conditions set forth herein shall govern such\n--------------------------------------------------------------------------------\nOrder. Such one (1) year free maintenance coverage shall apply only to Equipment\n--------------------------------------------------------------------------------\nwhich is set forth on R-D Order Number 132450 and any applicable replacement\n----------------------------------------------------------------------------\nEquipment for such Order.\n------------------------ \n\n     For Equipment ordered subsequent to Order Number 132450, within one (1)\nyear of the execution of this Agreement or such time as Customer's financing\nconditions meet the requirements of Exhibit One to Master Agreement Number\nCONO1C, whichever first occurs, (the 'Introductory Period'). Customer may elect\nto order Basic Coverage maintenance coverage for a four (4) year term and obtain\nfree coverage for the first year of said term. The payment schedule and order\namount shall be determined at the time of each order is placed during the\nIntroductory Period.\n\n     For Equipment orders placed after the Introductory Period, Customer and R-D\nshall determine the term of the Basic Coverage, if any, and the price and\npayment schedule for each respective Order.\n\n     For Equipment not set forth on R-D Order Number 132450, and for ANY\n     -------------------------------------------------------------------\nEquipment coverage subsequent to the expiration of the one (1) year 'no-charge'\n-------------------------------------------------------------------------------\ncoverage, monthly maintenance payments for Equipment shall be made in accordance\n--------------------------------------------------------------------------------\nwith Master Agreement Number CON01C.  Upon expiration of the initial lease term\n-----------------------------------   -----------------------------------------\nCustomer may renew Basic Coverage for each subsequent committed lease term\n--------------------------------------------------------------------------\nextension of one (1) year or more by paying R-D's monthly maintenance charges\n-----------------------------------------------------------------------------\nfor the committed lease term and coverage required in effect at the time of each\n--------------------------------------------------------------------------------\nsuch lease extension.  If Customer does not extend for a committed term.  Basic\n--------------------   --------------------------------------------------------\nCoverage services shall be provided on a month-to-month basis. Maintenance\n-------------------------------------------------------------  -----------\npayments shall be made for the duration of the initial lease term or renewal\n----------------------------------------------------------------------------\nterm, if renewed.  In addition. Customer shall be entitled to Extra Coverage\n----------------   ---------------------------------------------------------\nunder the conditions set forth below. and at the charges stated therein.\n----------------------------------------------------------------------- \n\n     (b)  Purchased Equipment.  Customer may obtain coverage under this \n          -------------------\nAgreement pursuant to the conditions set forth below in one (1) or multiple year\nincrements immediately following the purchase of a unit of Equipment.  If\nCustomer converts to purchase a leased unit of Equipment with On-Site\nMaintenance Plan agreement coverage, the duration of such On-Site Maintenance\nPlan agreement coverage shall be for the remaining term of the original\ncommitment.  On-Site Maintenance Plan agreement payments for such units shall be\nmade in accordance with the applicable R-D Order under\n\n                                      -2-\n\n \nwhich the Equipment is purchased. Upon expiration of the initial term, Customer\nmay renew coverage for additional one (1) or multiple year increments by paying\nR-D's On-Site Maintenance Plan agreement charges in effect at the time of each\nsuch renewal. For Customers on an annual payment basis, if R-D does not receive\npayments within thirty (30) days after notification to Customer of such renewal,\nthe On-Site Maintenance Plan agreement coverage shall expire. If Customer has\nelected to pay the On-Site Maintenance Plan agreement charges on a monthly\nbasis, the On-Site Maintenance Plan agreement services shall be provided on a\nmonth-to-month basis, until either party notifies the other, with at least\nthirty (30) days prior written notification, of its decision to either renew the\norder or terminate any or all of the Equipment covered thereunder. R-D reserves\nthe right to increase the maintenance rates for those units of Equipment and\nSoftware which are on a month-to-month term upon thirty (30) days written\nnotice.\n\n     (c)  Equipment and Software Eligibility.  At R-D's sole option, R-D may add\n          ----------------------------------                                    \nor delete Equipment and Software types eligible under the On-Site Maintenance\nPlan agreement as provided for hereunder at any time. Deletion of any or all\nEquipment and Software types will have no effect on such types of installed\nEquipment or Software already covered hereunder, but will rescind Customers\noption to extend coverage for such types of installed Equipment and Software\nunder the terms of 'a' and 'b' above and will make coverage unavailable for\nnewly installed Equipment and Software of such types.\n\n\nIV.  ORDERING PROCEDURE\n\n     Customer shall issue Orders to R-D on R-D's order form or Customer's order\nform.  As a minimum, such Orders shall include the following information:\n\n     1.   Description of Equipment or Software to be maintained.\n\n     2.   Quantity of each item of Equipment or Software to be maintained.\n\n     3.   Extent of maintenance required and charges.\n\n     4.   Customer contact for maintenance.\n\n     5.   Billing address and billing contact.\n\n     6.   Location and serial numbers of Equipment.  R-D will acknowledge\n          ----------------------------------------                       \nacceptance or rejection of orders within fifteen (15) days after receipt of the\norder at R-ID, Sunrise, Florida Once accepted. the Order is noncancelable.\n\nV.   COVERAGES PROVIDED\n     ------------------\n\n     The On-Site Maintenance Plan agreement provided by R-D to Customer consists\nof the following coverages:\n\n                                      -3-\n\n \n     1.   Basic Coverage\n\n          (A)  Equipment.  For the initial ninety (90) days from Commencement \n               ---------\nDate as defined in Section IV of Master Lease Agreement Number CON01('IMP') R-\nD's Maintenance shall be twenty-four (24) hours per day, seven (7) days per\nweek, with no 4 additional charge to Customer. R-D's normal response time for\nCustomer requests for on-site maintenance received by R-D during the IMP shall\nbe within H' four (4) hours for Zone A locations and within eight (8) hours for\nall other locations.\n\n          Thereafter, the Principal Period of Maintenance ('PPM') shall be 8:00\na.m. to 6:00 p.m., local time, Monday through Friday, excluding R-D holidays. R-\nD's normal response time for Customer requests for on-site maintenance received\nby R-D during PPM shall be within four (4) PPM hours for Zone A locations and\nwithin eight (8) PPM hours for all other locations. Zone A locations shall be as\nlisted in R-D's published price book in effect at the time the On-Site\nMaintenance Plan agreement services are ordered.\n\n          The Equipment On-Site Maintenance Plan agreement coverage includes\nsuch services as will be provided by R-D, or its authorized representative, to\nCustomer. For Support Category A Equipment, as set forth in R-ID's published\nprice book, such services consist of : telephone technical consultation and\ntroubleshooting available 24 hours a day, 7 days a week; dial-up test facilities\navailable for all Equipment possessing dial-up capability; on-call remedial\nmaintenance during PPM which is required due to the failure of Equipment;\npreventive maintenance at R-IDs discretion; and delivery of replacement\nEquipment. For Support Category B Equipment, as set forth in R-D's published\nprice list, such services consist of: telephone technical consultation and\ntroubleshooting available 8 hours a day, 5 days a week, excluding R-D holidays;\ndial-up test facilities available for all Equipment possessing dial-up\ncapability; on all remedial maintenance during PPM which is required due to\nfailure of Equipment; preventive maintenance at R-D's discretion; and delivery\nof replacement Equipment.\n\n          Engineering or firmware changes deemed mandatory by R-D will be\ninstalled by R-D on replacement units. Customer elected engineering or firmware\nchanges that are not deemed mandatory by R-D, will be made available to Customer\nat the rates set forth in R-D's price book in effect at the time of the request\nand are not included in this Agreement.\n\n          (B) Software.  The Software On-Site Maintenance Plan agreement \n              --------\ncoverage provided by R-D to the Customer will consist of: For Support Category A\nSoftware as set forth in R-D's published price book, Customer access to\navailable R-D Bulletin Board; telephone technical consultation and\ntroubleshooting 24 hours a day, 7 days a week; and on-site installation of\nSoftware maintenance releases recommended by R-D during PPM hours. For Support\nCategory B Software, as set forth in R-D's published price list, Customer access\nto available R-D Bulletin Board: telephone technical consultation and\ntroubleshooting S hours a day, 5 days a week; and copies of Software maintenance\nreleases. A Software maintenance release shall mean a Software program fix or\nimprovement that solves a problem or enhances the performance of the Software\nbut does not necessarily expand the functionality of the Software. The Software\nmaintenance releases will be provided to Customer by R-D at the time of their\nproduction release. Certain maintenance releases will be made available on R-D's\nElectronic Bulletin\n\n                                      -4-\n\n \nBoard service for downtime loading to the Customers Equipment.  Other Software\nmaintenance releases will be made available to Customer on diskettes. One copy\nof each maintenance release will be made available to Customer for each Software\nproduct under maintenance. Each maintenance release is licensed to run only on\nthe unit under maintenance. For Support Category B Software, Customer shall use\n                                                                            ---\nits best efforts to implement each revision within sixty (60) days from receipt\n--------------------                               ---------                   \nof notice in order to continue Software maintenance coverage.\n\n          R-D shall use its best efforts to provide a workable solution to\nSoftware problems in a timely manner when R-D determines the Software does not\nconform to its specification.\n\n          (C) Exclusions.  The following services are outside the scope of Basic\n              ----------                                                        \nCoverage under this On-Site Maintenance Plan: electrical work external to the\nEquipment; repair or replacement work or increase in service time due to fire,\nflood, water, wind, lightning, power surges, neglect, misuse; inadequate\nelectrical power, air conditioning or humidity control; unauthorized persons\nmodifying, repairing or servicing the unit; and 'no trouble found' calls.\n\n     In addition to the above, the following items are considered consumables\nand not included as covered parts under this Agreement: cathode ray tubes whose\nonly problem is burnt phosphor, platens, exterior finishes, fuses, bulbs,\nsupplies, disk packs and cartridges; and, diskettes.\n\n     2.  Extra Coverage.  Extra Coverage is such services as will be provided by\n         --------------                                                         \nR-D, or its authorized representative, and for which Customer shall be\nseparately billed at the hourly rate of [*] per hour, with a two (2) hour\nminimum, for services performed. Extra Coverage consists of: those services\ndescribed above as 'Basic Coverage' which are requested by the Customer to be\nperformed by R-D outside PPM hours; any maintenance service which the Customer\nrequests and R-D agrees to perform which is not included in 'Basic Coverage',\ne.g., relocation of Equipment or Software, utilization of R-D personnel to\nsupervise or perform the packaging and crating of Equipment or Software, etc.;\nany se<font size=\"2\">rvice call resulting from or required by the 'Exclusions' set forth above;\nand any service performed when R-D determines that the cause of Equipment or\nSoftware failure was not the result of failure in Equipment, Software or\ncommunication facilities provided by R-D.\n\n     Subsequent to the IMP set forth above, Customer may request R-D to perform\nBasic Coverage services outside the PPM set forth above. Customer agrees to pay\nan hourly rate equal to [*] per hour, with a two (2) hour minimum, any Basic\nCoverage services performed outside the PPM provided R-D 4, responded to such\nrequest within four (4) hours for any Zone A locations or within eight (8) hours\nfor any other locations. In the event R-D does not respond to such Basic\nCoverage service request within the time frames set forth herein, Customer shall\nhave no obligation to pay R-D the hourly rate. Zone A locations shall be as\nlisted in R-D's published price book in effect at the time of request.\n\n\n--------------------\n     [*]Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission.  Confidential treatm<\/font>ent has been\nrequested with respect to the omitted portions.\n\n                                      -5-\n\n \nAny other Extra Coverage services performed hereunder shall be invoiced, and\npaid, at the hourly rate of [*] per hour, regardless of the time such service\nwas performed.\n\n     The monthly On-Site Maintenance Plan agreement prices for the Initial Order\nplaced hereunder is set forth on Order Number 132450. Such prices are for Basic\nCoverage as set forth in Article III.a, Term of Individual Order, Leased\nEquipment and\/or Software. Thereafter, Customer may elect to order maintenance\ncoverage at rates, and for specific term lengths, to be mutually determined at\ntime of Order.\n\nVI.  CUSTOMER ASSISTANCE\n     -------------------\n\n     Customer shall, in all cases where Customer personnel is available, and at\nno charge to R-D, perform such non-skilled checks and tests as reasonably\nrequired by R-D's written instructions provided in Installation and Operation\nManuals and by telephone from R-D Field Support Centers. These tests shall not\nrequire Customer to furnish specialized test equipment.\n\nVII. FREEDOM OF ACCESS\n     -----------------\n\n     Customer agrees that R-D or its authorized representative, shall have\nreasonable and free access to the Equipment and Software. My unreasonable delays\nor return service calls required because of denial of reasonable and free access\nto the Equipment or Software will be separately billed to the Customer as 'Extra\nCoverage'.\n\nVIII. CUSTOMER RESPONSIBILITIES\n      -------------------------\n\n     In regard to each unit of Equipment and Software covered by this Agreement,\nCustomer agrees to prevent unauthorized adjustment, repairs or modifications,\nand to ensure that the Equipment and Software is utilized in accordance with the\napplicable R-D published specifications or the specifications set forth in\nExhibit 3 of Master Agreement Number CON01C. In the event that either one of\nthese responsibilities is not fulfilled, R-D shall have the right to immediately\nwithdraw the affected Equipment and Software from coverage under this Agreement.\n\nIX.  SYSTEM RESPONSIBILITY\n     ---------------------\n\n     R-D agrees the Equipment will meet its published specifications in the\n     ----------------------------------------------------------------------\napplication proposed by R-D as set forth in Exhibit 3 of Master Agreement Number\n--------------------------------------------------------------------------------\nCON01C.  The Customer assumes full responsibility for data entry, data\n------                                                                \nmaintenance, the functional adequacy of the Equipment and Software configuration\nas applied in the installation and for all system analysis and system\nengineering work except as warranted in Article XIV of Master Agreement Number\n                 -------------------------------------------------------------\nCON01C.\n------ \n\n\n--------------------\n     [*]Certain information on this page has been omitted and filed separately\nwith the Securities and Exchange Commission.  Confidential treatment has been\nrequested with respect to the omitted portions.\n\n                                      -6-\n\n \nX.   MOVEMENT OF EQUIPMENT\n     ---------------------\n\n     The On-Site Maintenance Plan agreement charges specified on an order apply\nonly to the Equipment at the location specified on the order. Equipment moved to\nany area serviced by R-D is eligible for continued coverage in accordance with\nR-D's rates and terms then in effect for that location. Customer is responsible\nfor proper movement, risk of loss or damage to the Equipment or Software and all\nassociated costs.\n\n     R-D shall be the sole point of contact with regard to all maintenance\nperformed under this Agreement. In the event additional charges accrue against\nor are paid by R-D as a result of direct Customer request to any third party for\nmaintenance services, or any maintenance services provided because of causes\nother than normal wear and tear (i.e. unauthorized attempts to repair, maintain\nor modify the Equipment or Software, fault or negligence of customer, operator\nerror, improper use or misuse of the Equipment or Software; causes external to\nthe Equipment or Software, such as but not limited to fluctuations of humidity\nor temperature), Customer shall reimburse R-D an amount equal to any such\ncharges.\n\nXI.  CREDIT FOR EQUIPMENT DOWNTIME\n     -----------------------------\n\n     If for reasons solely within its control, 9-0 fails to restore a failed\nunit of Equipment to operating condition within twenty-four (24) hours\nsubsequent to a 'Normal Response Time', then Customer shall be entitled to a\ncredit for that unit of Equipment for that period of time and each subsequent\nfull twenty-four (24) hour period during which the failure continues. The amount\nof such credit for a leased unit shall be 1\/30th of the monthly lease rate and\nfor a purchased unit shall be 1\/30th or R-D's published thirty-six (36) month\nlease rate for the affected unit. Irrespective of any such claims, Customer\nshall continue to make any payments otherwise due R-D under the Order for such\nEquipment and services, nor shall such claim(s) entitle Customer to cancel such\norder except as provided for in Article XIV.3 of Master Agreement Number CON01C.\n      ------------------------------------------------------------------------- \n\nXII. FORCE MAJEURE\n     -------------\n\n     Neither party shall be considered in default in performance of its\nobligations hereunder if performance of such obligations is prevented or delayed\nby acts of God or government, labor disputes, failure or delay of\ntransportation, or by vendors or subcontractors, or any other similar cause or\ncauses beyond the reasonable control of the other party. Time of performance of\neither parties obligations hereunder shall be extended by the time period\nreasonably necessary to overcome the effects of such force majeure occurrences.\n\nXIII. LIMITATION OF LIABILITY\n      -----------------------\n\n     NEITHER CUSTOMER OR R-D SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,\nSPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS\nOR REVENUE, LOSS OF USE OF THE EQUIPMENT OR SOFTWARE, OR ANY\n\n                                      -7-\n\n \nASSOCIATED EQUIPMENT AND SOFTWARE, OR COST OF SUBSTITUTED FACILITIES, EQUIPMENT\nOR SERVICES WHICH ARISE OUT OF PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION\nCONTAINED WITHIN THIS AGREEMENT OR OUT OF NEGLIGENCE IN THE COURSE OF SUCH\nPERFORMANCE, WHETHER THE CLAIM FOR DAMAGES IS BASED IN CONTRACT, TORT (INCLUDING\nNEGLIGENCE), STRICT LIABILITY OR OTHERWISE.\n\n     Except for claims for personal injury or for damage to real or tangible\npersonal property to the extent caused by R-D's fault or negligence, R-D's\nmaximum liability to Customer for any claim for damages relating to R-D's\nperformance or non-performance under this Agreement shall be limited to \n$200,000.\n\nXIV. PAYMENT TERMS\n     -------------\n\n     (a) Recurring Costs:  All charges for billable services performed under\n         ---------------   -------------------------------------------------\nthis Agreement shall be invoiced upon completion.  The initial invoice for Basic\n------------------------------------------------   -----------------------------\nCoverage for Equipment covered during the Initial Year shall be in accordance\n-----------------------------------------------------------------------------\nwith the Article III.a entitled Term of Individual Order. Leased Equipment\n--------------------------------------------------------------------------\nand\/or Software, set forth above.  Payments are due monthly in advance, on the\n--------------------------------                                               \nfirst day of each month. First payment due for services ordered hereunder shall\ninclude 1\/30th of the month's payment for each day elapsing since commencement.\n\n     (b) Nonrecurring Costs: Payments are net thirty (30) days from date of\n                                              -----------------------------\ninvoice.  All charges for billable services performed hereunder shall be\n-------                                                                 \ninvoiced upon completion.\n\n     (c) For purchased items, if the net discounted value of accumulative\nbillings for maintenance services is less than $600 a year, or $50 a month,\npayment will be made on an annual payment basis only.\n\n     (d) Payments shall be made to R-D at address stated on each invoice.\n\n     (e) If a purchase order is required for payment of any services (including\nExtra Coverage) performed hereunder, Customer agrees to provide the applicable\npurchase order number(s).  Customer guarantees that payment will not be delayed.\n\nXV.  DEFAULT\n     -------\n\n     Failure of Customer to make payments as defined herein or to perform any\nother condition of this Agreement shall constitute breach of the affected\norder(s) issued hereunder.  The failure by Customer, within sixty (60) days\nafter the commencement of any proceeding against Customer seeking\n\n                                      -8-\n\n \nany reorganization, arrangement, composition, readjustment, liquidation,\ndissolution, or similar relief under any present or future statute, law,\nregulation, to obtain the dismissal of such proceeding or within sixty (60) days\nafter the appointment without the consent or acquiescence of Customer, of any\ntrustee, receiver or liquidation of Customer or of all or any substantial part\nof the properties of Customer to vacate such appointment shall constitute breach\nof all orders placed hereunder.  In case of breach, R-D may cancel the defaulted\nOrder(s), declare the entire amount of any unpaid commitments and any other\ncharges to be immediately due and payable.\n\n     R-D reserves the right to impose a late payment charge of one and one-half\npercent (1-1\/2%) per month, but not in excess of the lawful maximum on any past\ndue balance in the event Customer shall fail to pay any charges within fifteen\n(15) business days after same are due, and Customer agrees to pay same.\n     --------                                                          \n\nXVI. TAXES AND FEES\n     --------------\n\n     Customer covenants and agrees to pay when due or reimburse and indemnify\nand hold R-D harmless from and against all taxes, fees or other charges of any\nnature whatsoever (together with any related interest or penalties not arising\nfrom negligence on the part of R-D) now or hereafter imposed or assessed against\nR-D, Customer or the Equipment or Software by any Federal, State, County or\nlocal governmental authority upon or with respect to the Equipment or Software\nor upon the ordering, ownership, delivery, possession, use or operation, return\nor other disposition thereof or upon the rents, receipts or earnings arising\ntherefrom or upon or with respect to any order (excepting only Federal, State\nand local taxes based on or measured by the net income of R-D). If Customer\nwarrants that the Order shall be exempt from sales tax, it is the Customer's\nresponsibility to provide R-D with valid sales tax exemption certificates within\nthirty (30) days of date Order is placed.\n\nXVII. REQUESTS FOR ON-SITE MAINTENANCE SERVICE\n      ----------------------------------------\n\n     All requests for service shall be initiated by an authorized representative\nof Customer. The request for service shall be directed to the Technical\nAssistance Center for support Category A Equipment and Software and to the\nRegional Service Office for support Category A Equipment and Software. The\napplicable offices are set forth in Schedule A, attached hereto and incorporated\nherein. Each service request shall contain the following information:\n\n          Name and address of Equipment and Software users      \n          Name of the person to be contacted and telephone number\n          Equipment and Software type and serial number         \n          Equipment and Software location                       \n          Description of problem                                 \n\nXVIII. REPLACED EQUIPMENT OR PARTS\n       ---------------------------\n\n                                      -9-\n\n \n     When replacement Equipment, or any part thereof, is provided to the\nCustomer, the replaced Equipment, or part thereof, shall become the property of\nR-D. Replacement parts shall be either new parts or parts equivalent in\nperformance to new parts when used with the Equipment.\n\nXIX. GOVERNING LAW: FORUM\n     --------------------\n\n     This Agreement shall be governed and construed in accordance with the laws\nof the State of Florida. The parties hereby consent and submit to the exclusive\njurisdiction of the appropriate state or federal courts serving Broward County,\nFlorida, as to any dispute or controversy arising either directly or indirectly,\nunder or in connection with this Agreement.\n\nXX.  WAIVER\n     ------\n\n     No waiver by either party of any default shall operate as a waiver of any\nother default or of the same default on a future occasion. No delay, course of\ndealing or omission on the part of either party in exercising any right or\nremedy shall operate as a waiver thereof, and no single or partial exercise by\neither party of any right or remedy shall preclude any other or further exercise\nthereof or the exercise of any other right or remedy.\n\nXXI. SEVERABILITY\n     ------------\n\n     Each order by Customer hereunder shall be treated as a separate contract\nand default by either party arising out of a particular order shall not\nconstitute or be deemed to constitute a default of any other Order under this\nAgreement.\n\nXXII. NOTICES\n      -------\n\n     Any notices or communications given or required under this Agreement shall\nbe sufficiently given if delivered personally, in writing or sent by telex or\nfacsimile, federal express, registered or certified mail, postage prepaid, to\nthe other party at the following address:\n\n               TO:  Racal-Datacom, Inc.                      \n                    P.O. Box 407044                          \n                    Ft. Lauderdale, FL 33340                 \n                    Attn:  Director of Contracts             \n                    cc: Sr. Vice President and General Counsel\n                                                             \n               TO:  Concentric Research Corporation          \n                    400 Forty-First Street                   \n                    Bay City, MI 48708                       \n                                                             \n                    With a copy to:                          \n                    Susan Cook, Esq.                          \n\n                                      -10-\n\n \n                    Lambert, Leser, Cook, Schmidt and Giunta, P.C.\n                    309 Davidson Building, P.O. Box 835\n                    Bay City, MI 48707\n\n     Such notice or other communications shall be deemed received (a) on the\ndate delivered, if delivered personally; or (b) upon receipt, if sent by telex\nor facsimile, federal express or (c) three (3) business days after being sent,\nif sent registered or certified mail.\n\nXXIII. ENTIRE AGREEMENT\n       ----------------\n\n     The terms and conditions contained in this Agreement shall be applicable to\nall orders placed on R-D by Customer during the effectiveness of this Agreement\nwhether referenced or not on such orders. Additional or different terms\ncontained in Customers purchase orders shall not be applicable to such orders\nunless expressly agreed to in writing by R-D's authorized representative.  This\nAgreement expresses the entire understanding and agreement of the parties, with\nreference to the subject matter hereof, and is a complete and exclusive\nstatement of the terms of this Agreement, and no representations or agreements\nmodifying or supplementing the terms of this Agreement including but not limited\nto Customers purchase order and R-D's order acknowledgment form, shall be valid\nunless in writing, signed by persons authorized to sign agreements on behalf of\nboth parties.\n\n     IN WITNESS WHEREOF, this Agreement was entered into as of the day and year\nfirst written above.\n\nACCEPTED:                              ACCEPTED:\n\nCONCENTRIC RESEARCH CORP.              RACAL-DATACOM, INC.\n\nCustomer                               (R-D)\n\nBy: \/s\/ Donald Schutt                  By: \/s\/ Kathleen Walsh\n    --------------------------------       ---------------------------------\n\nName: Donald Schutt                    Name: Kathleen Walsh\n      ------------------------------         -------------------------------\n\nTitle: CEP                             Title: Director of Contracts\n       -----------------------------          ------------------------------\n\nDate: 8\/24\/94                          Date: September 16, 1994\n      ------------------------------         -------------------------------\n\n                                      -11-\n\n \n                                  SCHEDULE A\n\nFor support Category A units:\nTECHNICAL ASSISTANCE CENTER\nOFFICE LOCATION\n---------------\n400 Embassy Row\nSuite 300\nAtlanta, GA 30328\n \n \n \n\nFor support Category B units:\nREGIONAL SUPPORT OFFICE\nLOCATION                             ASSIGNED TERRITORY\n--------                             ------------------\n                                               \nNortheast Region                     \n----------------                     Connecticut\nRacal-Datacom, Inc.                  Delaware       New York\n1010 Campus Drive West               Maine          Pennsylvania\nMorganville, New Jersey 07751        Massachusetts  Rhode Island\n                                     New Hampshire  Vermont\n \nCentral Region\n--------------\nMidwest Office                       Illinois       Nebraska\nRacal-Datacom, Inc.                  Indiana        North Dakota\n3455 Salt Creek Lane, Suite 100      Iowa           Ohio\nArlington Heights, Illinois 60005    Kansas         Oklahoma\n                                     Kentucky       South Dakota\n                                     Michigan       Texas\n \nSouthwest Office                     Minnesota      West Virginia\nRacal-Datacom, Inc.                  Missouri       Wisconsin\n12092 Forestgate Drive\nDallas, Texas 75243\n      \n \nSoutheast Region                     \n----------------                     Alabama        Mississippi\nRacal-Datacom, Inc.                  Arkansas       North Carolina\n503 Oak Place, Suite 590             Florida        South Carolina\nAtlanta, Georgia 30349               Georgia        Tennessee\n                                     Louisiana      Virginia\n                                     Maryland       Washington, DC\n \nWestcoast Region                     \n----------------                     Alaska         Montana\nRacal-Datacom, Inc.                  Arizona        Nevada\n600 S. Placentia Avenue              California     Oregon\nPlacentia, California 92670          Colorado       Utah\n                                     Hawaii         Washington\n                                     Idaho          Wyoming\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7174],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42553","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-concentric-network-corp","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42553","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42553"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42553"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42553"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42553"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}