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<br />40 WORD SYSTEMS, INC.
<br />A.EADERS ON VOICE ,AND CA'EN AEEbORDd UNQ 30 iLUTIOINS
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<br />S7sterims"Oatutw.. 9045 River Road Suite 125 Indianapolis, IN 4 P �.
<br />— --� 6240 1 317 544-0499
<br />Technical Services Agreement
<br />This is an agreement (hereafter referred to as the "Agreement") between
<br />Word Systems, Inc. (hereafter referred to as "WSI") and the Customer
<br />(hereafter referred to as "Customer").
<br />The initial term of this Agreement shall be from the Start Date referenced
<br />below, through the last day of the th full calendar month after the
<br />Start Date (the "Term" or "Initial Term").
<br />This Agreement is for the items listed on the WSI "Sales Invoice" referenced
<br />herein, or the list of attached SN's provided on Attachment A (hereinafter
<br />such items collectively referred to as the "Equipment" and "Software" or the
<br />"System") and covers the service, support, training, periodic software
<br />upgrades, parts, and labor for the System during the entire Term of this
<br />Agreement.
<br />Start Date:
<br />Initial Term of Agreement:
<br />Amount due for Initial Term;
<br />Annual Amount Due:
<br />No refunds shall be given if Customer cancels or terminates this Agreement
<br />during the Term. This Agreement shall automatically renew for a one year
<br />Term after each prior Term unless either party provides the other party with
<br />written notice at least 90 days prior to the end of the current Term. The fee
<br />for a one year renewal of this Agreement will automatically be invoiced sixty
<br />(60) days prior to the end of each Term for the upcoming successive year at
<br />WSI's then current annual rates.
<br />The rates herein may be increased upon renewal of the Term and as
<br />otherwise set forth in this Agreement considering factors that include, but
<br />are not limited to, inflation, fuel costs, availability of parts, software, history
<br />of support calls and parts used during previous Term.. Payment in full is
<br />required on or before the first day of each Term.
<br />ARTICLE I
<br />TECHNICAL SERVICES
<br />A. SERVICES WSI will provide to Customer support as follows:
<br />1) Support for Software and Equipment purchased hereunder. WSI may
<br />provide error correction on software by means of a "temporary fix," in
<br />which case it will continue to use reasonable efforts to pursue a
<br />permanent solution.
<br />2) Repairs will be performed and replacement parts will be furnished, if
<br />available, at no charge. The returned defective and/or worn parts WSI
<br />replaces become the property of WSI. WSI reserves the right to replace
<br />or exchange any defective piece of Equipment with another if WSI
<br />determines there is a need to do so, regardless of age or serial number
<br />3) Installation of Equipment, or any Software revisions to basic
<br />Equipment, that is required by the manufacturer to correct a problem.
<br />It must be determined to be essential and be needed to keep the
<br />Equipment running. This does not include extra features and
<br />enhancements that are sold to increase performance or functionality.
<br />4) Training will be performed remotely between 8 am and 5 pm, Monday
<br />through Friday, EST, excluding holidays, unless other arrangements
<br />have been agreed upon in writing prior to the Start Date.
<br />5) Annual health check will be performed within 90 days of customer
<br />request. All Systems covered under the Agreement will be audited for
<br />proper hardware and software functionality and reviewed for
<br />applicable updates. Critical system files will be backed up, and site
<br />documents updated. Audit will be performed remotely unless onsite is
<br />required, as determined by WSI.
<br />6) Technical consultation to support design of expansion and upgrade
<br />planning.
<br />7) Services are to be performed Monday — Friday 8AM —5PM EST, unless
<br />the service is deemed to be for a 'down' system or a high severity call
<br />that greatly effects the site.
<br />8) In the event of replacement parts or equipment during the course of
<br />this agreement, the new items will have a 90 day warranty, or will be
<br />covered for the duration of the TSA agreement, whichever is longer in
<br />duration.
<br />9) Access to available knowledge resources i.e., technical documents,
<br />bulletins, webinars, user guides and User Group contact information.
<br />8GE5 Additional Charges, if any, will be assessed per this
<br />Agreement as shown below:
<br />1) WSI will charge for time and materials for performing any services
<br />connected with relocation of equipment and expansions of equipment
<br />(30 days prior approval required). WSI will charge time and materials
<br />rates for all repairs and software support needed to repair computer
<br />virus contamination of the WSI supplied computer system. WSI will
<br />charge for installation of any system expansions. The Customer agrees
<br />not to load any software on the WSI supplied computer without the
<br />prior written permission from WSI. WSI will charge for any installation
<br />of system expansions, software enhancements, software and related
<br />modifications or additional attachments and accessories that the
<br />Customer requests but would not normally be essential to keeping the
<br />equipment operational with its then current functionality.
<br />2) Additional onsite training, beyond initial training provided with
<br />purchase, will be invoiced at WSI standard hourly rate.
<br />3) WSI will charge for any parts or equipment that must be replaced due
<br />to cause other than normal wear and tear. Damages caused by
<br />accident, abuse, operator errors, etc. are chargeable.
<br />4) New additional equipment or software purchases will result in
<br />adjustment of technical services agreement charges. Customer will be
<br />invoiced for support premiums related to such additions. The invoice
<br />will be pro -rated to coincide with the remaining Term of this
<br />Agreement
<br />5) WSI shall not have any obligations with respect to problems due to any
<br />modification of the Equipment or Software by anyone other than WSI,
<br />the improper combination of Equipment or Software with other
<br />products not provided by WSI, or the use of the Software or Equipment
<br />in an unreasonable manner„ Any services that WSI agrees to perform
<br />due to the foregoing shall be charged at WSI's then current rates.
<br />6) WSI shall not have any obligations with respect to problems due to
<br />Customer's failure to install standard software updates or comply with
<br />the manufacturers' recommended operating environment or
<br />specifications, or due to changes in Customer's own network or
<br />hardware. Any services that WSI agrees to perform due to the
<br />foregoing shall be charged at WSI's then current rates.
<br />7) WSI shall use commercially reasonable efforts to provide the agreed
<br />upon technical services. If an identical part or Equipment is not
<br />commercially reasonably available when there is a need for
<br />replacement, then WSI may use a compatible, alternate part or
<br />equipment. However, should WSI determine that a part or certain
<br />equipment of Customer is not commercially reasonably available for
<br />repair or replacement of an identical or compatible, alternate part or
<br />equipment, due to its age, technology advances in conjunction with
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