Service Center Plan

SERVICE CENTER PLAN

This Service Center Plan ("Plan") is entered into on the Effective Date set forth below by and between the parties identified hereunder.

Parties

Recitals

WHEREAS, Client requires ongoing maintenance, diagnostic services, repair, and related support for its equipment and systems described herein; and

WHEREAS, Service Provider represents that it possesses the facilities, personnel, technical capability, and insurance to provide such services under the terms and conditions set forth in this Plan; and

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

Scope of Work

Service Provider shall perform the services described below at the locations specified by Client in accordance with the schedule and service levels set forth in this Plan. Services shall be performed by qualified technicians in a professional manner consistent with industry standards.

Service Offerings

The Plan includes the following options (select applicable):

On-site repair and diagnostics

Pickup and delivery to Service Center

Replacement parts and materials (costs included as specified below)

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for services performed under this Plan. All fees are due in U.S. dollars and exclusive of any applicable taxes unless otherwise stated.

All undisputed invoices not paid within the agreed payment period shall accrue interest as specified above and Service Provider may suspend non-critical services after providing the notice set forth in Termination provisions.

Term and Termination

This Plan becomes effective on the Effective Date and continues until the Expiration Date unless earlier terminated in accordance with this section.

Effective Date:     Expiration Date:

Either party may terminate this Plan for material breach if the breaching party fails to cure within the notice period specified above. Termination shall not relieve Client of liability for fees incurred through the effective date of termination or for costs reasonably incurred in winding down services.

Confidentiality

Each party will hold in strict confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes public through no fault of the recipient; (b) is rightfully received from a third party without restriction; (c) is independently developed by the recipient; or (d) is required to be disclosed by law, provided the disclosing party is given prompt notice and the disclosure is limited to the required extent.

The receiving party shall use Confidential Information only for the purposes of performing obligations under this Plan and shall return or destroy such information upon termination, subject to retention of one archival copy for legal compliance.

Notices

All notices required under this Plan shall be in writing and delivered to the addresses set forth above or to such other address as a party designates by written notice. Notices are effective upon personal delivery, three days after deposit in the U.S. mail with first-class postage, or one day after deposit with an overnight courier.

Indemnification and Liability

Each party agrees to defend, indemnify and hold harmless the other party from and against claims, losses, liabilities, damages and expenses arising from the indemnifying party's breach of this Plan, negligence or willful misconduct. Except for liability arising from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable for consequential, special or punitive damages. The aggregate liability of either party for any claim arising under this Plan shall be limited to the fees paid to Service Provider in the six months preceding the event giving rise to the claim, unless otherwise required by law.

Governing Law; Dispute Resolution

This Plan shall be governed by and construed in accordance with the laws of the state specified below, without regard to conflicts of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Plan through negotiation. If the dispute is not resolved within 30 days, the parties may pursue any remedy available at law or equity in the courts of the specified state.

Entire Agreement; Amendments

This Plan, together with any exhibits, schedules, or statements of work referenced herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, proposals and agreements, whether written or oral. Any amendment or modification of this Plan must be in writing and signed by authorized representatives of both parties.

Acknowledgements

By signing below, each party certifies that: (a) it has the full power and authority to enter into this Plan; (b) the person signing on its behalf is duly authorized; and (c) the Plan is binding upon execution.

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