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<br />8,
<br />
<br />INFRINGEMENT. Datamatic will defend, at its own expense, any action brought against Purchaser to the extent that such action is based on a
<br />claim that the System. inc1uding the Hardware as described in Artic1e 3, Paragraph I and the software as described in Article 4, Paragraph 1, or any
<br />part thereof, infringes any patent or copyright, or constitutes misappropriation or unauthorized use of any person's trade secret. Datamatjc shall
<br />indemnify and hoJd Purchaser hann!ess from all damages, costs, and expenses arising from such c1ai1l1s, provided that Purchaser notifies Datamatic
<br />in writing within 10 days ITom the date such ciaim is asserted. Oatamatic shan have the sole right to control the defense, negotiations, settJement and
<br />compromise of any such actior1. If the System andlor Software becomes, or in Datamatic's opinion is likely to become, the subject of such a claim,
<br />Datamatic may, at its option, either (1) obtain for Purchaser the right to continue using such System and/or Software; (2) replace such System and/or
<br />Software with a non-infringing System and/or Software; or (3) modify such System and/or Software to make it non-inmnging, so long as such
<br />replacement or modification is functiona11y equivalent in capabiHty and performance to the then-existing System and/or Software. If Datamatic or
<br />Purchaser ¡earns or shou1d have reasonably ¡earned that such an action has been filed or threatened against DataJ11atic or Purchaser, Datamatic or
<br />Purchaser, as the case may be, shal1 notify the other party promptly in writing. Datamatic shall not be Jiable for, and Purchaser shaH indemnify
<br />Dat,unatic against, damages arising from use of the System and/or Software by Purchaser more than 10 days after Purchaser has 1earned or been
<br />notified of such a filed or threatened action. In no event shall Datamatic be liable for special, consequential or punitive damages arising from such a
<br />filed or threatened action. The foregoing states the entire liability of Datamatic to Purchaser with respect to infringement of any patent or copyright
<br />or any misappropriation or unauthorized use of another person's trade secret. Datamatic shaIJ not be 1iable to Purchaser if any ciaim of patent or
<br />copyright infringement, or claim of misappropriation or unauthorized use of another person's trade secret, is based upon the use of the System and/or
<br />Software, or any part of either, in connection with equipment or software not delivered or licensed by Datamatic, or in a manner for which the
<br />System and/or Software or any part of either, has been modified by or for Purchaser. Purchaser agrees to indemnify DataJT1atic for damages, costs,
<br />and expenses arising ITom a cJaim of patent or copyright infringement or misappropriation of trade secrets, which claim resuJts, in whole or in part,
<br />ITom incorporation of Purchaser's designs, hardware, software, or specifications intO the System.
<br />
<br />9.
<br />
<br />TAXES, SHIPPING AND INSURANCE. Purchaser shaH pay aU taxes arising out of this Agreement, except for taxes levied upon the net income of
<br />Datamatic. Purchaser agrees to provide an exemption certificate with this contract if Purchaser quaJifies as an exempt organization for state sales and
<br />use tax purposes. Purchaser agrees to pay charges for shipping the equipment and materials described on Schedule A to Purchaser's premises.
<br />Thereafter, the shipping party pays shipping charges. Purchaser agrees that no common carrier whose services are retained by Datamatic shaH be the
<br />agent of Datamatic.
<br />
<br />10.
<br />
<br />RISK OF LOSS. Risk ofloss as to the System or any part thereofshaJJ pass to Purchaser upon delivery.
<br />Purchaser shall be the responsibility of the Purchaser.
<br />
<br />Damage to the system in the possession of
<br />
<br />ARTICLE 2 - PAYMENT
<br />
<br />I.
<br />
<br />Purchaser shall pay Ðatamatic for the System, including training thereon, training manua1s, and shipping charges the sum of $ 57.615.00 . exclusive
<br />of taxes. Payment sha1l be made as follows;
<br />
<br />A.
<br />
<br />One-half of the amount stated above shan be paid to Datamatic contemporaneously with the execution of this Agreement.
<br />
<br />B.
<br />
<br />The remaining one-half of the amount stated above sha11 be paid to Datamatic upon delivery of the equipment and software and compJetion of
<br />training identified in Schedule A at Purchaser's premises and notification to Purchaser by Datamatic that the System or Software, as the case may be,
<br />confonns to Specifications. Purchaser agrees that Datamatic may deliver some quantity of equipment Jess than that identified on Schedule A
<br />provided that such lesser quantity of equipmem is sufficient for Datamatic to notify Purchaser of such confonnance. In which case and thereafter,
<br />Purchaser agrees to pay. upon delivery, the remaining one-half of the amount due for any equipment delivered to Purchaser by Datamatic to
<br />complete the deliveries of the tota} quantities of equipment described on Schedule A.
<br />
<br />2.
<br />
<br />MAINTENANCE. Purchaser agrees to pay a month]y maintenance charge for the maintenance services provided by Datamatic under this
<br />Agreement fol1owing a one vear warrantY period. This warranty period is to begin upon delivery of the system. The first payment shaH be due on
<br />the first day of the month following the one year anniversary of delivery of the completed System and shall contain the pro rata monthly amount due
<br />from the date of the one year anniversary of delivery to the end of the month in which the one year anniversary of delivery occurs, plus the f0110wing
<br />month payable in advance. Thereafter each monthly payment shal1 be due on the first day of each succeeding month payable in advance. The
<br />monthly charge for the first£~y~J:y, two months following the one year anniversary of deliv~ shall be $ 374.69 . The monthly charge is subject to
<br />change in the event Purchaser purchases additionaJ equipment and/or licenses additiona1 software, and also on the seventh anniversary date of
<br />delivery and alJ subsequent anniversary dates of delivery of the completed System. bUt in no event shall the annua] percentage change in the 1110nthJy
<br />charge exceed ten ( 0) percent.
<br />
<br />3.
<br />
<br />Any principa1 amounts payable hereunder that remain unpaid aher the due date shall be subject to a !ate charge equal to 1.5% per month ITom the
<br />due date until such amount is paid.
<br />
<br />ARTICLE 3 - HARDWARE
<br />
<br />I.
<br />
<br />PURCHASE. The System shall include the hardware and equipment identified in Scheduie A, included herein, and hereby incorporated by
<br />reference, hereinafter referred to as "Hardware".
<br />
<br />2
<br />
<br />TITLE. Title to said Hardware ~ha]] transfer to Purchaser upon payment to Datamatic of the total surn set forth in Article 2, Paragraph].
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