R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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COMPANY AGREEMENT TERMS AND CONDITIONS system software products. Such acceptance shall be final and conclusive except for latent defects, fraud,and such gross mistakes as amount to fraud. 5.8 Site Requirements. CLIENT shall prepare the installation site prior to the delivery of the hardware and system software. CLIENT is solely responsible for and will furnish all necessary labor and material to install all associated electrical lines, CRT cables, and telephone lines for communication modems. CLIENT is responsible for installing all required cables. 5.9 Warranties. ALL WARRANTIES RELATING TO THE HARDWARE AND SYSTEM SOFTWARE ARE PROVIDED DIRECTLY FROM THE HARDWARE MANUFACTURERS AND/OR SOFTWARE PUBLISHERS UNDER THE TERMS AND CONDITIONS OF THEIR RESPECTIVE WARRANTIES. THE WARRANTIES SET FORTH IN THIS HARDWARE AND SYSTEM SOFTWARE AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER RIGHTS AND REMEDIES REPRESENTATIONS OR WARRANTIES EXPRESSED, IMPLIED OR STATUTORY,INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SYSTEM INTEGRATION. 5.10 Maintenance. There is no hardware maintenance provided pursuant to this Agreement. Hardware warranty and/or maintenance are typically provided by the manufacturer or a Third Party. In situations where COMPANY and the CLIENT agree that COMPANY will vide hardware �' Pro maintenance, such hardware maintenance shall be governed by the terms of COMPANY's Annual Hardware Maintenance Agreement. 6. Annual Hardware Maintenance Agreement 6.1 Scope of Agreement. For the prices set forth in the Investment Summary, CLIENT agrees to purchase, and COMPANY agrees to provide, services for the equipment specified therein in accordance with the following terms and conditions. COMPANY requires all like-kind hardware to be covered(i.e.ALL cash drawers,ALL receipt printers,etc.). 6.2 Price and Payment. The CLIENT agrees to pay the Annual Hardware Maintenance fee specified in the Investment Summary. COMPANY guarantees this fee for the then current term of the Annual Hardware Maintenance Agreement; however, fees for subsequent years are subject to change. CLIENT shall pay the annual hardware maintenance fees in accordance with the payment provisions set forth in Section 1.1. 6.3 Equipment Maintenance Program Terms. COMPANY agrees to provide the maintenance on the equipment specified under this Annual Hardware Maintenance Agreement in accordance to the following terms: (a) In the event of equipment failure, COMPANY will repair the defective equipment and provide the CLIENT with "like or near like" equipment while the defective equipment is being repaired. (b) CLIENT shall notify COMPANY of equipment failure. Upon notification, COMPANY will ship via over-night service to the CLIENT the appropriate loaner equipment. The CLIENT shall package the defective equipment in its original container and ship the equipment to COMPANY. (c) Once the equipment is repaired, it will be shipped to the CLIENT. Upon receipt of the repaired equipment, the CLIENT shall ship the loaner equipment back to COMPANY. The loaner equipment should be shipped back to COMPANY within two days of receiving the repaired equipment. The CLIENT agrees to pay daily rental fees to COMPANY if the loaner equipment is not shipped back to COMPANY within the time frame specified. (d) The CLIENT is responsible for shipping cost related to shipping equipment to COMPANY. COMPANY is responsible for shipping cost related to shipping equipment to the CLIENT. 6.4 Definitions. The following definitions apply to the terms of this Annual Hardware Maintenance Agreement: (a) Loaner Equipment: equipment loaned to the CLIENT by COMPANY for use while the CLIENT's equipment is being repaired. 9