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SYMCO GROUP INCORPORATED
<br />MAINTENANCE AGREEMENT
<br />18061995 (Rev-3)
<br /> income) levied or imposed by reason of the transactions under
<br />9. CUSTOMER INSTALLATION RESPONSIBII.ITIES this agreement. CUSTOMER shall, upon demand, pay to
<br /> CUSTOMER shall: (I) continuously maintain a log of Vendor an amount equal to any such tax(es) actually paid or
<br /> hazdwaze errors, so that Symco Group Engineers can required to be collected or paid by Vendor.
<br /> troubleshoot problems. This log needs to be available to
<br /> Symco Group upon request, (In continuously maintain 12. CUSTOMER RESPONS1iBLITIES
<br /> environmental conditions, electrical requirements and site It is understood that it is the CUSTOMER'S responsibility to
<br /> facilities in accordance with Manufacturers recommendations license all software applications that are used on the
<br /> and specifications, (III) not abuse or misuse the equipment, equipment supported by Symco Group. CUSTOMER
<br /> and (IV) insure that CUSTOMER personnel are adequately understands these responsibilities and will hold Symco Group
<br /> trained to operate equipment. harmless for any and all applications that are not properly
<br /> licensed.
<br />10. GENERAL CONDITIONS
<br />a The equipment must be in good operating condition on the 13. CONFIDENTIALITY
<br /> Effective Date of this Agreement, as determined by Either Party and its employees may learn of Confidential
<br /> CUSTOMER and Symco Group. Information (as hereinafter defined) of the other party or it
<br />b. Symco Group is not obligated under the terms of the may be desirable or necessary for a party to disclose
<br /> Agreement to repair damage to equipment caused directly or Confidential Information to the other party and its employees.
<br /> indirectly as a result of accident, negligence, or abuse of or by Both Parties and their employees understand that Confidential
<br /> CUSTOMER or third parties, failure of CUSTOMER to Information is valuable and proprietary to the disclosing parry
<br /> maintain required environmental conditions; causes external to and/or its affiliates (and/or to third parties that have entrusted
<br /> the system such as electric power fluctuations or failures; the Confidential Information to the disclosing party and/or its
<br /> terrorism, fire, windstorm, the elements, or acts of God; or affiliates). As such, both parties and their employees agree to
<br /> attachment of non-qualified equipment or features to the hold all Confidential Information of the other party in strictest
<br /> equipment by CUSTOMER or third-parties. Such repair will confidence and, except as required under this Agreement
<br />
<br />be rendered only upon specific order by CUSTOMER, and ,
<br />neither party nor its employees will at any time directly or
<br /> after approval by CUSTOMER of the estimated charges indirectly, use, publish, disseminate, describe or otherwise
<br /> thereof. disclose Confidential Information of the other party in any
<br />c. This agreement shall be mutually transferable with the consent form to any person or entity without the other party's express
<br /> of the other party which consent shall not be unreasonably prior written consent. The term Confidential Information shall
<br /> withheld, and shall remain in effect until terminated as herein include, but shall not be limited to: (a) customer and
<br /> provided. If CUSTOMER is unhappy with the assignment of prospective customer lists, and details of agreements with
<br /> the contract, the contract can be cancelled immediately, with customers; (b) acquisition, expansion, marketing, financial and
<br />
<br />d. no penalty.
<br />With a 60 day notice, Symco reserves the right to terminate other business information and plans; (c) research and
<br />development data; (d) data concerning customers business
<br /> this agreement if the revenue in the temtory does not support practices or any other data compiled by you or any of your
<br /> the field service engineer that is supported. affiliates; (e) computer programs; (fj information concerning
<br />e. This agreement shall be carried out to its entirety. If sources of supply; (g) information regazding the identity of
<br /> CUSTOMER wants to cancel the agreement prior to specialized employees and vendors and Confidential
<br /> completion, CUSTOMER agrees to pay Symco the remainder Information developed by them for a party and/or its affiliates;
<br /> of the balance of the contract upon date of termination. (h) purchasing, operating and other cost data; (i) special
<br />f. IN NO EVENT SHALL EITHER PARTYBE LIABLE FOR customer needs, cost and pricing data; (j) employee
<br /> LOSS OF PROFITS, INDIRECT, SPECIAL, information (including, but not limited to, personnel
<br />payroll
<br />
<br />CONSEQUENTIAL OR OTHER SIMILAR DAMAGES ,
<br />,
<br />compensation and benefit data and plans); and (k) Identifiable
<br /> ARISING OUT OF ANY BREACH OF THIS AGREEMENT. information, including all such information recorded in
<br />g. This agreement may not be amended except in writing signed manuals, memoranda, projections, minutes, plans, drawings
<br />
<br />by an authorized representative of CUSTOMER and a Symco ,
<br />designs, formula books, specifications, computer programs
<br /> Group Officer. This agreement constitutes the entire and records, whether or not legended or otherwise identified
<br /> agreement between the parties and supercedes all prior by the disclosing party as Confidential Information, as well as
<br /> communications, proposals or agreements relating to support such information that is the subject of meetings and
<br /> service of the equipment and solutions. discussions and not recorded. Confidential Information shall
<br />
<br />11
<br />TAXES not include such information that is generally available to the
<br />.
<br />CUSTOMER shall pay, in addition to the amounts payable public (other than as a result of a disclosure by the receiving
<br />party or its employees) or that is disclosed to
<br />ith
<br />i
<br />
<br />under this agreement, all local, state, and federal excise, sales, e
<br />er party or
<br />ts
<br />employees by a third party under no obligation to keep such
<br /> use, personal property, gross receipts and similar taxes information confidential. Both parties shall comply with all
<br /> (excluding taxes imposed on or measured by Vendor's net laws relating to the privacy of any such Confidential
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