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(b) Ta determine eligibility and prerequisi_~~jor SURETY Support
<br />Servx>es, Unisys may require inspection. ai~,ient expense, of equip•
<br />ment which (i) has not been maintained continuousy by Unisys from the
<br />date of purchase by Client or (ii) has been relocated.
<br />(c} Unisys requires the same SURETY Support Service Level for the
<br />SPU and ell equipment and Sofhwere that is eligible for SURETY
<br />Support Services and inEeroperatss wilt the SPU. Application software.
<br />local area networks. wtxkstations, and remote data communications
<br />Products are excluded from tltis requirement
<br />(d) SURETY Support Services do not cover the parts and service
<br />required to repair damage or correct errors attrdiutabls to (i) alterations
<br />or out-of•specificatian supplies, (ii) accidents, misuse, negligence a
<br />(ailura of Client -o folbw instructions for proper use, care and cleaning
<br />of equiprrtsnt, (iii) external (atlas (e.g., failtre a nuctuation of electrical
<br />power or air condtiioning, fire, flood), or (iv) failure by Client to comply
<br />with Unisys environmental specifications.
<br />(a) SURETY Support Services apply only to properly configured
<br />Products at the minimum hardv~rare and softurare levels 4esignated Dy
<br />Unisys for support of the applicable Product specification. SURETY
<br />Support Services will include repair a correction of material deviatans
<br />that prevent the Product from being Year 2000 Ready onry if the Product
<br />is warranted as 'R• according to Sectiats 12.4(a) and (c) and Unisys is
<br />then curtently provid'mg development csater support (also retied
<br />engineering support) for the Produc! or. if Unisys discontinues
<br />devebpment center support, a Unisys created repair or correction
<br />already exists for the same deviation. Except as provided in the
<br />immediatery preceding sentence, all SURETY Support Services
<br />provided by Unisys exclude repa'a of damage a rorrection of errors
<br />related to date data functionality.
<br />,~ (Q SURETY Support Services do not include correction or repair of
<br />detects. including any related to date date functionality, in the design.
<br />manufacture, materials or vuorkmanshQ of either (i) non Unisys services
<br />a products without a Unisys brand, or (ii) Product(s) to which Unisys
<br />has discontinued development center support.
<br />12.ti Information Services:
<br />(a} Unisys will endeavor to provide Information Services on a timely
<br />basis subject m availability of qualified personnel and the difficulty and
<br />scope of the services b be provided.
<br />(b} Unisys may assign, reassign and substitute personnel at any lime
<br />and may provide Me same or similar services and materials to other
<br />clienb.
<br />(c) Information Services under this Agreement do not include any
<br />services related to date data functionality, including services pertaining
<br />to Ysar 2000.
<br />13. Alterations and Attachments
<br />13.1 If Unisys is providng SURETY Support Services, Giant wiL give
<br />Unisys prat written notice of any proposed alterations or atlactvnents b
<br />equipment. Unisys has no obligation to provide SURETY Support
<br />Services for non Unisys attachments, altered equipment a modified
<br />Software. Should Unisys agree fA maintain, support a coaect altered
<br />Products, Unisys may impose eddttiorpll charges.
<br />13.2 Unisys is not responttdble for arty malfunction, nonperformance a
<br />degradation of performarta of Products, supplies a maintenance
<br />support materials caused by or resulting d'vectly a indirectly (ran any
<br />alteration or attachment unless Unisys is maintaining and Client has
<br />notified Unisys of the alteration or attachment that causes the
<br />malfunction.
<br />13.3 Unisys warranties wilt not apply if attachment of non Unisys
<br />equipment a alteration of Products directty a indirectly results in any
<br />malfunction, nonperformance a degradation of psrtormarice of Unisys
<br />Products; in addition, Client will be solely responsible for resulting
<br />infringement. personal injury a damage to property and Products.
<br />13.4 For purposes of this Agreement, 'alterations' includes, but is not
<br />limited to, the incorporation of non Unisys components, boards and
<br />subassemblies into equipment, as well as modifications to Software.
<br />'Attachments' includes, but is not limited to, any non Unisys
<br />equipment, softvrar~rtpanents a devices which are connected b
<br />Unisys Products. ~--'
<br />14. Limitation of Liability
<br />t4 1 UNLESS FURTHfft LIMITED ELSEWHERE M THIS AGREEMENT,
<br />THE ENTIRE I.IABIUTY OF UNISYS ANO CLIENT'S EXCLUSIVE
<br />REMEDY FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARIS-
<br />ING OUT OF THIS AGREEMENT, REGAROI.ESS OF tHE FORM OF
<br />ACTION, WHETHER IN CONTRACT OR IN TORT, MILL NOT EXCEED
<br />THE GREATER OF (a) =100,1X10 OR (b) THE CHARGES PAID TO
<br />UNISYS DURING THE- 2t-INONTH PERIOD IMMEDIATELY PRIOR TO
<br />CLIENT'S NOTICE PURSUANT TO SECTION 1ti.1 FOR THE PRODUCTS
<br />Oil SERVICES WHICH ARE THE SUBJECT MATTER OF OR DIRECTLY
<br />RELATED TO THE CAUSES OF ACTION ASSERTI~_ TMS SECTION
<br />14.1 DOES NOT APPLY TO CLAIMS COVERED BY SECTION 15_
<br />14.2 IN NO EVENT WILL UNISYS t3E LIABLE FOR (a) ANY INCI-
<br />DENTAL, INDIRECT, SPECIAL OR CONSECUENTIAL OAMA,GES,
<br />INCLUDING, BUT NOT UNITED T0, LOSS OF USE, REVENUES,
<br />PROFITS lXt SAVINGS, EVEN IF UNISYS KNEW OR SHOULD HAVE
<br />KNOWN OF THE POSSIt31UTY OF SUCH OANAGES, (b) CLa11fr1S,
<br />DEMANDS OR ACTIONS AGAINST CLIENT 8Y ANY PERSON, EXCEPT
<br />AS PROVIDED 1N SECTION t5, OR {cj LOSS OF OR DAMAGE TO
<br />CLIENT DATA FROM ANY CAUSE.
<br />14.3 The entree Lability of Unisys and Clients exclusrve remedy for any
<br />defective non Utvsys Products provided under this Agreement is limited
<br />to their rotirrn to Unisys within 90 days alter shipment fa refund of the
<br />amount paid to Unisys for such Products {not incluctng any amounts
<br />paid for related services).
<br />14.4 Unisys may desct Client to third parties having products a
<br />services which may be of interest to Client far use in conjunction vuitli
<br />the Products. Notwithstand'atg any Unisys ret:ortimendation, referral or
<br />introduction, Client unL independently investigate and Lest non Unisys
<br />products and services and will have sole responsibility for deterrrtining
<br />suitabiNty tar use of non Unisys products and services. Unisys hsas no
<br />liability wish respect to claims relating b a arising horn Ilse of non
<br />Unisys products and services, including, without limitation, claims
<br />arising from failure of non Unisys products to provide proper time and
<br />date functionality.
<br />15. Patent, Copyright and Trade Secret Indemnification
<br />t5.1 Unisys, at its own expense, will defend and Indemnify Client
<br />against claims that Products famished under this Agreement infringe a
<br />United States patent a copyright or misappropriate trade secrets pro-
<br />tected under United States law, provided Client (a) gives Unisys prompt
<br />written notice of such claims pursuant to Section 17, (b) permits Unisys
<br />to defend or settle Me clauris, and (c) provides all reasonable
<br />assistance to Unisys in defending or settkng the claims.
<br />15.2 As to any Product which is subject to a claim of infringriment or
<br />misappropriation, Unisy: may (a) obtain the right of continued use of the
<br />Product for Client a (b) replace or modify the Product to avoid the
<br />claim. If neither altsrnativa is available on commercially reasonable
<br />terms, Men, at the request of Unisys. arty applicable Software license
<br />and its charges will end, Client will stop using Me Product, and Client
<br />will return the Product to Unisys. Upon return of the Product, Unisys will
<br />give Client a credit for the price paid to Unisys, less a reasonable offset
<br />for use and obsolescence.
<br />15.3 Unisys will not defend or indemnify Client if any claim of in-
<br />fringement or misappropriation (a) is asserted by a parent, subsidiary a
<br />affiliate of Client. (b) results from Clients design ar alteration of any
<br />Produce, (c) results from use of arty Product in combination witty any non
<br />Unisys product, or (d) rotates b a non Unisys Product atone.
<br />15.4 This Section 15 slates the entire IiabiNty of Unisys and Clisnrs
<br />sole and exclusive remedies for patent a copyright infringement and
<br />trade secret misappropriation.
<br />16. Term(nation and Cancellation
<br />5 of t4
<br />18. t Unisys may suspend SURETY Support Services i}any payment la
<br />such service under this Agreement is past due more than 30 days.
<br />1303 3982-006 t3J99)
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