R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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� e COMPANY AGREEMENT TERMS AND CONDITIONS (b) Like or Near-Like Equipment: equipment compatible with the CLIENT's computer system and capable of performing the tasks performed by the equipment being repaired. 7. Third Party Product Agreement 7.1 Agreement to License or Sell Third Party Products. For the price set forth in the Investment Summary (Hardware & System Software), COMPANY agrees to license or sell and deliver to CLIENT,and CLIENT agrees to accept from COMPANY the third party products set forth in the Investment Summary. 7.2 License of Third Party Software Products. (a) Upon CLIENT's payment for the third party software products listed in the Investment Summary,for the license fees set forth in the Investment Summary,COMPANY shall grant to CLIENT and CLIENT shall accept from COMPANY a non-exclusive, nontransferable,non- assignable license to use the third party software products and accompanying documentation and related materials for the internal business purposes of CLIENT only, subject to the conditions and limitations in this section. (b) Ownership of the third party software products, accompanying documentation, and related materials shall remain with the third party manufacturer or supplier. (c) The right to transfer this license to a replacement hardware system is governed by the Third Party. The cost for new media or any required technical assistance to accommodate the transfer would be billable charges to CLIENT. Advance written notice of any such transfer shall be provided to COMPANY. (d) CLIENT agrees that the third party software products are proprietary to the third party manufacturer or supplier and have been developed as a trade secret at the third-party's expense. To the extent permitted by law, CLIENT agrees to keep the third party software products confidential and use its best efforts to prevent any misuse, unauthorized use or unauthorized disclosures by any party of any or all of the third party software products or accompanying documentation. (e) CLIENT shall not perform de-compilation, disassembly, translation or other reverse engineering on the software products. (f) CLIENT may make copies of the software products for archive purposes only. CLIENT will repeat any proprietary notice on the copy of the software products. The documentation accompanying the software products may not be copied except for internal use. 73 Price and Payment;Costs. (a) CLIENT agrees to pay COMPANY and COMPANY agrees to accept from CLIENT as payment in full for the third party products,the price set forth in the Investment Summary in accordance with the payment provisions set forth in Section 1.1. (b)Unless otherwise indicated in the Investment Summary,the price includes costs for shipment of and insurance while in transit for the third party products from the supplier's place of manufacture to CLIENT's site. 7.4 F.O.B.Point.Delivery of each third party product shall be F.O.B.CLIENT's site. 7.5 Schedule of Delivery.Delivery of each third party product shall take place according to mutually agreeable schedule, but COMPANY shall not be liable for failure to meet the agreed upon schedule if,and to the extent,said failure is due to causes beyond the control and without the fault of COMPANY. 7.6 Installation and Verification. If itemized in the Investment Summary,the price includes installation of the third party products. Upon the completion of installation, CLIENT shall obtain from the installer a certification of completion, or similar document, which certification or similar document shall constitute CLIENT's acceptance of the third party products. Such acceptance shall be final and conclusive except for latent defects,fraud,and such gross mistakes as amount to fraud. 7.7 Site Requirements.CLIENT shall provide: (a) a suitable environment,location,and space for the installation and operation of the third party products; 10