CUSTOMER MAINTENANCE AGREEMENT

____________________, referred to as SOFTWARE SERVICE COMPANY,

and ____________________, referred to as CUSTOMER agree:

CUSTOMER represents and warrants that it is an authorized

licensee/owner of the following described computer software

system:

________________________________________________

SOFTWARE SERVICE COMPANY shall provide under the terms and

conditions stated herein maintenance service for CUSTOMER.

Maintenance service is defined as providing needed assistance as

reasonably necessary to make the program perform pursuant to its

listed specifications; provided, that since the product is

produced by a third party that SOFTWARE SERVICE COMPANY shall not

be required to correct deficiencies which are results of

programming, or failure to program, of the producer of the

program. Maintenance shall include reconfiguration of the

software if reasonably required to accomplish tasks within the

capability of the program.

In the event that the producer of the program issues a new

version, and CUSTOMER elects to upgrade to such new version,

maintenance hereunder shall include re-configuration of the

system and conversion of data or other items to the new standard.

However, if the upgrade requires complete re-installation the

parties shall in good faith negotiate and agree upon a one time

charge for such re-installation.

The total contract price shall be $_______ (___________________ &

___/100 dollars) which shall be due, in full, on

________________.

In addition to the maintenance obligation undertaken above,

COMPUTER SERVICE COMPANY shall provide at no additional charge to

CUSTOMER no more than ___ hours of initial training in use of the

program, and refresher training for employees that have already

received initial training. This training shall take place at

___________________. COMPUTER SERVICE COMPANY shall not be

required to provide additional training; however, CUSTOMER may

order additional training at a cost of $ _____ (_______ &___/100

dollars) per instructor/hour.

This agreement may be terminated under two conditions:

1) a breach of the contract,

2) termination without a breach of the contract

If a breach of the contract is committed by the CUSTOMER, the

COMPUTER SERVICE COMPANY shall give a written notice specifying

the alleged breach and permit the CUSTOMER to cure the breach

within 10 days. However if the COMPUTER SERVICE COMPANY has

previously complained of a substantially similar breach, the

COMPUTER SERVICE COMPANY may either:

a) allow a period of three days to cure the breach; or,

b) issue a notice of immediate termination.

If a breach of contract is committed by the COMPUTER SERVICE

COMPANY, the CUSTOMER shall give written notice specifying the

alleged breach and permit the COMPUTER SERVICE COMPANY to cure

the breach within 3 business days. However, if the CUSTOMER has

previously complained of a substantially similar breach, the

CUSTOMER may alternately issue a notice of immediate termination

or allow a period of two business days to cure the breach. All

notices of alleged breaches shall be sent by the most expeditious

means, such as fax or over night delivery.

In the event that a claimed breach by COMPUTER SERVICE COMPANY is

the failure of the CUSTOMER to pay as agreed, 2 business days

notice of intention to terminate may be given, although COMPUTER

SERVICE COMPANY shall not be required to do so.

No failure or delay in exercising in right or failure to issue a

notice of any breach shall not constitute a waiver of any rights

herein.

Breach by the CUSTOMER shall include, but not be limited to:

a) the CUSTOMER making or permitting any alteration of the

software or hardware without the prior agreement of the COMPUTER

SERVICE COMPANY; the COMPUTER SERVICE COMPANY shall not be

required to agree to any changes by third parties;

b) refusal of the CUSTOMER to reasonably cooperate with the

COMPUTER SERVICE COMPANY;

c) persistent failure of provision of a proper electrical supply,

persistent failure to properly maintain hardware and a proper

environment for computers.

The contract may be terminated by either party without reference

to a breach and without cause on ___ days notice.

This is the entire agreement between the parties, and this

agreement may only be changed by a writing executed by both

parties.

Dated: ______________________

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