Postage Machine Service Agreement

POSTAGE MACHINE SERVICE AGREEMENT

This Postage Machine Service Agreement (the "Agreement") is made as of by and between Service Provider: , with principal address at , and Client: , with principal address at .

RECITALS

WHEREAS, Service Provider is engaged in the business of supplying, installing, maintaining, and servicing postage meter machines and related equipment; and

WHEREAS, Client desires to obtain from Service Provider certain postage meter equipment and related services under the terms and conditions set forth herein; and

WHEREAS, Service Provider is willing to provide such equipment and services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Equipment" means the postage meter machine(s), modular hardware, software, power supplies, and other devices described in Section 2 and listed in the Equipment Schedule below, together with any replacements or substitutes provided by Service Provider.

1.2 "Services" means preventive maintenance, corrective repairs, on-site technical support, firmware updates, and meter refilling services performed by Service Provider under this Agreement.

2. EQUIPMENT AND LOCATION

Service Provider shall provide the following equipment to Client on the terms set forth herein:

3. TERM

3.1 The initial term of this Agreement shall commence on the Effective Date and shall continue for months (the "Initial Term"), unless earlier terminated pursuant to Section 11. Thereafter the Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of nonrenewal at least days prior to the end of the then-current term.

4. SCOPE OF SERVICES

4.1 Service Provider shall deliver and perform the Services described in this Agreement at the equipment location during Service Provider's normal business hours, and such other times as are reasonably necessary to perform emergency repairs.

4.2 Preventive maintenance shall include inspection, cleaning, calibration, and functional testing of the Equipment at intervals of or as otherwise agreed in writing.

5. FEES, PAYMENT AND BILLING

5.1 Client shall pay Service Provider the fees set forth below. All fees are payable in U.S. dollars and are exclusive of applicable taxes which Client shall also pay where required by law.

5.2 Late payments shall be subject to a finance charge of the lesser of 1.5% per month or the maximum permitted by applicable law, plus any collection costs, including reasonable attorneys' fees.

6. CONSUMABLES; POSTAGE REFILLS

6.1 Service Provider shall (select one): supply and bill for consumables and postage refills accept Client's procurement of consumables and postage refills

7. MAINTENANCE, REPAIRS AND RESPONSE

7.1 Service Provider will use commercially reasonable efforts to respond to service requests within hours of notification. Emergency response procedures shall be as mutually agreed and documented in writing.

7.2 Service Provider shall repair or, at its option, replace defective components at its own expense, except for failures resulting from Client's misuse, unauthorized modification, or failure to provide a suitable operating environment, which shall be chargeable to Client at Service Provider's standard rates.

8. EQUIPMENT OWNERSHIP; RISK OF LOSS

8.1 Unless otherwise expressly stated in writing, title to the Equipment shall remain with Service Provider. Client agrees not to pledge, encumber, or transfer any interest in the Equipment without prior written consent of Service Provider.

8.2 Risk of loss or damage to the Equipment shall pass to Client upon installation; Client shall maintain adequate insurance covering loss, theft or damage to the Equipment and shall name Service Provider as an additional insured or loss payee where reasonably requested.

9. WARRANTIES; DISCLAIMER

9.1 Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Service Provider's sole obligation for breach of this warranty will be to reperform the deficient Services or, if Service Provider cannot substantially correct the deficiency, to refund the portion of fees attributable to the deficient Services.

9.2 EXCEPT FOR THE FOREGOING LIMITED WARRANTY, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

10. LIMITATION OF LIABILITY; INDEMNIFICATION

10.1 EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

10.2 Client shall indemnify, defend and hold Service Provider harmless from and against any third-party claims arising out of Client's misuse of the Equipment, alterations not authorized by Service Provider, or breach of this Agreement, provided Service Provider promptly notifies Client of any such claim and cooperates in the defense.

11. TERMINATION

11.1 Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice.

11.2 Upon termination, Client shall promptly pay all amounts due for Services performed and for postage dispensed through the date of termination. Client shall allow Service Provider reasonable access to retrieve Equipment, and if Client fails to return Equipment within days, Client shall be liable for reasonable recovery or replacement costs.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth in the opening paragraph or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail postage prepaid, or one (1) day after deposit with a nationally recognized overnight courier.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which constitute one instrument.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Equipment is principally located, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 This Agreement, together with any schedules or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written.

15.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and be construed so as to give effect to the parties' intent as reflected herein.

16. MISCELLANEOUS

16.1 If Client requires replacement or upgrade Equipment during the term, pricing and transition terms shall be set forth in an amendment signed by both parties. Client shall not remove any identifying labels or Service Provider property marks from the Equipment.

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