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THOMSON * ELITE EXHIBIT B - SERVICES ADDENDUM 1. Scope of Services Addendum. This Services Addendum ("Services Addendum") is part of the Customer Agreement between the parties ('Agreement") which is incorporated as if fully set forth herein. This Services Addendum shall apply to all services that are provided by Thomson Elite to Customer during the term of the Agreement including implementation, consulting, training, conversion and any other services provided by Thomson Elite to Customer, other than Maintenance Services. Capitalized terms not otherwise defined shall have the meanings set forth in the Agreement. 2. Services, 2.1 Statements of Work. Any services to be provided by Thomson Elite to Customer shall be set forth in a separate Statement of Work executed by the parties that will describe the work to be performed. Thomson Elite has no obligation to provide services (other than Maintenance Services), except as specifically set forth in a Statement of Work executed by the parties. 2.2 Customer Obligations. When Thomson Elite performs any services at Customer's facility, Customer shall be responsible for providing a safe and appropriate work space and access to all terminals, materials and related resources that may be reasonably required by Thomson Elite for timely performance of its obligations under this Services Addendum. Customer shall provide to Thomson Elite in a timely manner any information, assistance, review, feedback or approvals that are the responsibility of Customer. Ver. 7 Feb 2008 L 3. Warranties and Remedies, Thomson Elite warrants that it will provide the services set forth in any Statement of Work hereunder consistent with industry standards and in accordance with such Statement of Work, including any specifications contained in such Statement of Work. Customer's sole remedy for Thomson Elite's material breach of its obligations under a Statement of Work will be to have Thomson Elite reperform the defective services so that they conform to the warranties provided herein. If Thomson Elite is unable after a reasonable time to provide conforming services, and the services relate to the initial implementation of the Licensed Software, Customer may terminate the Agreement pursuant to Section 6.3 thereof if such defective services cause the Licensed Software to fail to conform to the warranties provided in the Agreement. 4. General Provisions. 4.1 Non-solicitation of Employees. Customer will not induce any employee of Thomson Elite to terminate his or her employment relationship with Thomson Elite. In addition, Customer agrees that it will not knowingly employ or offer employment to any employee of Thomson Elite who has performed any services related to the Agreement within one year of the provision of such services. 4.2 Survival. Section 4 of this Services Addendum shall survive any termination of this Services Addendum. Page 13 of 17 -.-."