25C - FINANCE AND UTILITY SOFTWARE

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Agreement, these prices are subject to annual increase not to exceed CPI Index + 4% per annum. ("CPI Index" means the most recently published "Consumer Price Index for All Urban Consumers" as published monthly by the U.S. Department of Labor, Bureau of Labor Statistics. If the U.S. Department of Labor discontinues the publication of the CPI Index, or alters its publication in some other material manner, then the parties shall adopt a substitute index or procedure that reasonably reflects consumer price changes in the United States). The above cap on annual Maintenance Fee increases does not apply to any Products or users licensed after the Effective Date of this Agreement. D. Hardware Maintenance. Customer agrees that it will, following the applicable warranty period for the Hardware, enter into a maintenance contract for the Hardware from the vendor (via S&S), unless the Customer is utilizing its own Hardware. The Hardware warranty shall be effective upon the installation of the Hardware at Customer premises. Customer acknowledges and agrees that maintenance and service of the System Equipment is a matter between the manufacturer and Customer and that S&S its not obligated to service or maintain the System Equipment but will only act as a liaison with the manufacturer to arrange for maintenance and service on and cannot be a party to or responsible for the System Equipment's manufacturer's performance under the maintenance contract. Customer acknowledges and agrees that S&S shall not be liable to the Customer for damages of any type resulting from the failure of the System Equipment manufacturer to perform under the maintenance contract. S&S' limited Hardware maintenance support is described in Exhibit 2. E. Maior and Minor Releases. S&S shall provide Minor Releases to Customer as part of Support Services; provided, that Customer is participating in the S&S Support Program. S&S reserves the right to provide Major Releases to Customer pursuant to additional license terms, including the right to charge additional license fees. F. Termination of Support Services• Transition to New Vendor NDA Required from New Vendor (i) In the event that Customer elects to replace the Information System with another vendor's product, S&S will work with Customer to develop S&S' role in the transition. In order to protect the proprietary interests of S&S in the Application Software, Customer agrees that any replacement vendor shall have only such access to the Application Software as necessary to assist in the actual conversion. In the event a replacement vendor indicates that access to the Application Software is necessary to implement the actual conversion, the Customer shall deliver a notice to S&S, containing an explanation for the replacement vendor's need to access the Application Software, at least fifteen (15) days prior to allowing the replacement vendor access to the Application Software. S&S shall have the right, in its discretion, to have a representative of S&S present at the Customer's facility at all times when any replacement vendor has access to the Application Software. Customer will cooperate by providing S&S with scheduling information necessary to facilitate such presence. Any replacement vendor or other outside party required to assist in transition from the Application Software to another vendor shall execute a confidentiality and non-disclosure agreement in a form reasonably satisfactory to S&S, prior to the time said vendor or other third party has access to the Application Software. (ii) Customer shall provide written notice to S&S at least sixty (60) days in advance of the conversion. Customer and S&S shall develop a plan for services that the Customer desires in connection with a transition period to its new system. In the event the transition plan requires S&S to provide services in addition to its standard support services under this Agreement (and provided that S&S agrees to provide such services), Customer shall pay S&S for any such services in accordance with S&S' then-current hourly or other applicable rates. Customer shall be responsible to pay S&S under the then current Annual Maintenance and Support Contract through the end of the calendar year in which the conversion is completed; provided that, if the conversion is completed prior to June 30 of that year, S&S will prorate the fees for said final year in such manner to require the Customer's payment of six months rather than twelve months. S&S shall continue to support the Customer as outlined in the S&S Support Program through the transition period so long as the Customer continues to pay S&S the applicable fees and is not in material breach of this Agreement. 5. WARRANTIES; DISCLAIMERS; INDEMNIFICATION A. S&S warrants that all Application Software products delivered under this Agreement will perform in material compliance with the Documentation for the period ending ninety (90) days after System Acceptance (the "Warranty Period"). S&S further agrees to furnish promptly and without additional charge, all labor and parts necessary to remedy any such defect that occurs during the Warranty Period; provided that S&S must receive the notice of defect during the Warranty Period. Thereafter support of the Application Software will be performed under the S&S Support Program, provided that Customer is validly participating in the S&S Support Program and is current with all fees due to S&S in connection therewith. B. S&S agrees that, to the extent permitted, it will pass through to the Customer any and all warranties that S&S receives from any manufacturer or supplier of any of the System Equipment. In the event that any component of the Systems & Software, Inc. Confidential 25C-9