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SYMCO GROUP INCORPORATED MAINTENANCE AGREEMENT 18061995 (Rev-3) income) levied or imposed by reason of the transactions under 9. CUSTOMER INSTALLATION RESPONSIBILITIES this agreement. CUSTOMER shall, upon demand, pay to CUSTOMER shall: (I) continuously maintain a tog of Vendor an amount equal to any such tax(es) actually paid or hazdwaze errors, so that Symco Group Engineers can required to be collected or paid by Vendor. troubleshoot problems. This log needs to be available to Symco Group upon request, (II) continuously maintain 12. CUSTOMER RESPONSIBLTTIES environmental conditions, electrical requirements and site It is understood that it is the CUSTOMER'S responsibility to facilities in accordance with Manufacturers recommendations license all software applications that are used on the and specifications, (III) not abuse or misuse the equipment, equipment supported by Symco Group. CUSTOMER and (N) insure that CUSTOMER personnel are adequately understands these responsibilities and will hold Symco Group trained to operate equipment. harmless for any and all applications that are not properly licensed. 10. GENERAL CONDITIONS a. The equipment must be in good operating condition on the 13. CONFIDENTIALTTY Effective Date of this Agreement, as determined by Either Party and its employees may learn of Confidential CUSTOMER and Symco Group. Information (as hereinafter defined) of the other party or it b. Symco Group is not obligated under the terms of the may be desirable or necessary for a party to disclose Agreement to repair damage to equipment caused directly or Confidential Information to the other party and its employees. indirectly as a result of accident, negligence, or abuse of or by Both Parties and their employees understand that Confidential CUSTOMER or third parties, failure of CUSTOMER to Information is valuable and proprietary to the disclosing party maintain required environmental conditions; causes external to and/or its affiliates (and/or to third parties that have entrusted the system such as electric power fluctuations or failures; the Confidential Information to the disclosing party and/or its terrorism, fire, windstorm, the elements, or acts of God; or affiliates). As such, both parties and their employees agree to attachment of non-qualified equipment or features to the hold all Confidential Information of the other party in strictest equipment by CUSTOMER or third-parties. Such repair will confidence and, except as required under this Agreement, be rendered only upon specific order by CUSTOMER, and neither party nor its employees will at any time directly or after approval by CUSTOMER of the estimated charges indirectly, use, publish, disseminate, describe or otherwise thereof. disclose Confidential Information of the other party in any c. This agreement shall be mutually transferable with the consent form to any person or entity without the other party's express of the other party which consent shall not be unreasonably prior written consent. The term Confidential Information shall withheld, and shall remain in effect until terminated as herein include, but shall not be limited to: (a) customer and provided. If CUSTOMER is unhappy with the assignment of prospective customer lists, and details of agreements with the contract, the contract can be cancelled immediately, with customers; (b) acquisition, expansion, marketing, financial and no penalty. other business information and plans; (c) research and d. With a 60 day notice, Symco reserves the right to terminate development data; (d) data concerning customers business this agreement if the revenue in the territory does not support practices or any other data compiled by you or any of your the field service engineer that is supported. affiliates; (e) computer programs; (fj information concerning e. This agreement shall be carried out to its entirety. If sources of supply; (g) information regarding the identity of CUSTOMER wants to cancel the agreement prior to specialized employees and vendors and Confidential completion, CUSTOMER agrees to pay Symco the remainder Information developed by them for a party and/or its affiliates; of the balance of the contract upon date of termination. (h) purchasing, operating and other cost data; (i) special f. IN NO EVENT SHALL EIT'IffiR PARTYBE LIABLE FOR customer needs, cost and pricing data; (j) employee LOSS OF PROFITS, INDIRECT, SPECIAL, information (including, but not limited to, personnel, payroll, CONSEQUENTIAL OR OTHER SIMII,AR DAMAGES compensation and benefit data and plans); and (k) Identifiable ARISING OUT OF ANY BREACH OF THIS AGREEMENT. information, including all such information recorded in g. This agreement may not be amended except in writing signed manuals, memoranda, projections, minutes, plans, drawings, by an authorized representative of CUSTOMER and a Symco designs, formula books, specifications, computer programs Group Officer. This agreement constitutes the entire and records, whether or not legended or otherwise identified agreement between the parties and supersedes all prior by the disclosing party as Confidential Information, as well as communications, proposals or agreements relating to support such information that is the subject of meetings and service of the equipment and solutions. discussions and not recorded. Confidential Information shall not include such information that is generally available to the 11. TAXES public (other than as a result of a disclosure by the receiving CUSTOMER shall pay, in addition to the amounts payable party or its employees) or that is disclosed to either party or its under this agreement, all local, state, and federal excise, sales, employees by a third party under no obligation to keep such use, personal property, gross receipts and similar taxes information confidential. Both parties shall comply with all (excluding taxes imposed on or measured by Vendor's net laws relating to the privacy of any such Confidentiai Page 2-3 25H-12