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BELLSOUTH BUSINESSSM MASTER AGREEMENT FOR PURCHASE OF EQUIPMENT AND/OR SERVICES I Agreement No.: 2K5A 0 2 5 4 5 7 I 1. Master Agreement. This Agreement ("Agreemenr) is made by BELLSOUTH COMMUNICATION SYSTEMS. LLC ("BeIlSouth') with offices at 1936 Blue Hills Drive. Roanoke, Virginia 24012 and ("Customer") and will govern all Orders (existing or future) for Equipment and/or Services. Subject to Section 21, upon any termination of this Agreement all maintenance and other obligations of the parties shall continue with respect to Orders accepted by BellSouth prior to termination. 2. Definitions. 2.1 ~Data Equipment and Data Services" are defined as the Equipment (including without limitation hubs, routers and remote access devices) that provides connectivity for local area data and/or VOIP networks or to implement wide-area networking; and the Services (including without limitation the assessment, design, configuration, staging, implementation, project management, monitoring and maintenance, of such networks) provided by BellSouth under this Agreement as listed in an Order. " , 2.2 ~Equipment" is defined as all commumcatlOns and information systems products purchased from or serviced by BellSouth under an Order, includIng Data Equipment unless otherwIse noted. Equipment alsa includes Saltware. 2.3 ~lmplementalionn is defined as (a) for Equipment installed by BellSouth, the date the Equipment has been installed and is operating substantially in accordance with the manufacturer's specifications; or (b) for all other Equipment, upon delivery; or (c) for Services, upon completion in accordance with agreed Order requirements. 2.4 ~Major Failure" is defined as the failure of Equipment that substantially interferes with the normal conduct of Customer's business. 2.5 ~Minor Failure" is defined as any failure of Equipment other than a Major Failure. 2.6 ~Order" is defined as any request for Equipment and/or Services placed by Customer pursuant to this Agreement and accepted by BeUSouth as more fully described in Section 3. 2.7 "Services" is defined as work performed by BertSouth pursuant to this Agreement, including but not limited to the following: (a) Warranty and Maintenance Services, (b) Installation Services, (c) Electrical Damage Repair Service and/or (d) Data Services, unless otherwise noted. 2,8 ~Softwar.e" is defined as any set of one or more comput~r programs which is composed of routines., subroutines, conc,epts, processes, algorithms, lo~mulas, ideas, or know-how severally owned by or licensed to BellSouth and/or anyone or more of Its suppliers. The term "Software" shall also Include any correctIOns. patches, updates, or reviSIons to Sohware originally prOVided, 3. Orders" Customer may place Orders for Equipment and/or Services pursuant to this Agreement by: (a) BellSouth order form; (b) telephone order to BellSout.h f~r non-engineered move, a~d. or change work, not to exceed ten thousand ~oUars ($10,000); (c) Customer purchase order or I~tter of purchase request; or (~) facsimile or electronic transmission, for the purposes of which Customer agrees that (i) BellSout~ and any third-party lender or lessor may rely upon any facsimile copy, electronic data transmission or electronic data, storage of the Agreement, any. Order or other information hereunder. and (II) such facsimile copy, electronic data transmission or electronic data storage will be deemed an Original and the best eVIdence thereof for all purposes, Including, without limitation, all evidenti~ry purposes.before any arbitrator, court or ather adjudicatory authority. Each Ord~r, if confirmed or accepted by BellSouth, shalt const~tute a separate purchase: and, except for any provisions which are speCifically excluded or modified in the Order, each Order shaH automatically incorporate all the terms and conditions of thts Agreement, and any and 311 standard (such as preprinted or computer-generated) terms and conditions on any Customer purchase order forms or other Customer documents shall be deemed deleted. If Customer desires BeUSouth invoices to reference Customer's purchase order or other number for convenience, Customer may include such number in each Order. Each Order shall also include any mutually agreed Statements of Work. 4, Prices and Payment ~ The total price for the Equipment and Services shall be stated in the applicable Order. Expedited Orders may involve additional charges. Unless otherwise stated in the applicable Order, Customers payment for cash or leased transactions is invoiced and due as follows: (a) Maintenance Service - monthly in advance; (b) Equipment or other Orders _ 20% of the total price with Order, 50% at Equipment delivery and 30%. at Implementation; (c) Installation Services - 100% upon the completion of the Installation Services. Data Equipment components Sh;:lJI be i~v~iced and payable upon shipment of Equipment by the m~nufacturer. Data Maintenance and Monitoring Services are invoiced and payable in advance (unless stated otherwi.se in the Order) beginning at ImplementatIon at Customer's individual site locations. Other Data Services shall be invoiced and payable upon Implementation per Customer's individual site locahons. Cust~rrler shall pay the amounts agreed to and invoiced by BellSouth within thirty (30) days of receipt of invoice. The amounts listed in the Order are exclusive of, and Customer shall pay, all related delIvery costs. If shipping charges are shown on an Order, they are an estimate only; and shipping charges invoiced may vary from the estimate shown on the Order. In the event of a dispute between Customer and BellSouth as to the correctness of items appearing on BellSouth's invoice, Customer may withhold payment of the disputed items only. If the Customer elects to lease Eqwpment, Customer shall sign all leasing acceptance documentation immediately on Implementation. If Customer intends to finance an Order by lease or ather third-party financing and for any reason the lease or other third-party financing is not finalized or payments are not made, Customer agrees to pay cash per BeUSouth's then-current payment terms. 5. Taxes. All charges are exclusive of applicable federal, state or locallaxes and lees, BellSouth may invoice and Customer agrees to pay to BellSouth amounts equal to any taxes resultll1g from this Agreement or any activities hereunder, exclusive of taxes on BellSouth's net income. Customer will be responsible for any ad valorem, property, or other taxes assessable on Equipment on or after delivery to the installation site. 6. Risk of Loss or Damage. AU risk of loss or damage shall pass to Customer as to each item of Equipment on the date of delivery. 7. Security Interest. Customer grants Bell South a purchase money security interest in each item of Equipmenl. Customer agrees to execute any documents reasonably requested by BellSouth to protect andlor perfect BellSouth's security interest. 8. Software License - 8.1 AU Software is and will remain the property of BellSouth or its third-party suppliers. BeUSouth, with respect to BellSouth-developed Software and to the extent authorized under the supplier licenses, grants to Customer a personal, nontransferable and nonexclusive sublicense (\Jlth'1ut the right to further sublicense) to use the Software. subject to the following terms and conditions. 8.2 Customer shall (a) use the Software only in conjunction with the particular Equipment for which th(. Software was initially furnished; (b) use the Software solely for Customer's internal business purposes; (c) not reverse engineer, decompile, disassemble, reverse translate or otherwise translate the Software into human readable form, nor reproduce the Software except for archival purpose,s: (d) return the Software, together with all copies thereof, or with BellSouth's consent. destroy (or eras~, if recorded on an erasable storage medium) the Software when no longer needed or permitted for use with the Equipment for which the Software was furnished; and (e) keep in confidence all Information relatIng to Software and treat such information as the exclUSIve property and trade secret of BellSouth or such suppliers. 8.3 Notwithstanding the above, Customer may disclose the Software to other persons solely for the purpose 01 installing, operating or maintaining the particular Equipment for which the Software was furnished, provided such other persons agree in writing to the same conditions respecting use and confidentiality contained in this Section 8. 8.4 In addition to the above, where BellSouth's supphers require Customer to sign or otherwise agree to separate licensing provisions directly with the supplier, Customer shall comply With such licensing provisions. 9. Changes in Customer Orders - Changes to an Order may only be made following agreement of Customer and BellSouth to the change. If Customer and BellSouth agree to minor changes in the Equipment or $ervices prior to Implementation, then Customer shall be charged or credited far the changed items. Appropriate documentation may be required so that additions or deletions may be recorded and charges or credits issued. The Customer's ability to delete Items from an Order or to return Equipment is subject to BeltSauth's ability to return the Equipment to the manufacturer. ~~.at~~~~~ ~:~~::~~~ ~rgi1n~~r~0~:~~:~a~~:~~:~ a~l~p~~:~~~~~ :~: f~~~~:c~~~a~~~ ~f~: ~~~~e:tyo~;~~~:~rred to below, each item of Equipment, except for Data Equipment or as otherwise provided herein or in an Order, will functlon substanlially in accordance with the manufacturer's published specifications, provided it is not damaged as set forth in SectIon 19 and is used according to standard operating instructions issued by the manufacturer or BellSouth. Unless otherwise stated in the Order, the warranty period far Equipment installed by BellSouth is twelve (12) months from Implementation. In addition, (a) the warranty periOd for Equipment moves, additions and changes shall be the greater of ninety (90) days or the remainder of the current annual service period of the system to which the Equipment is being added: (b) if Equipment is purchased without BellSouth installation (~Drop Ship"); BellSouth will provide Depot Warranty Service for a period of ninety (90) days from the shipment date unless olherwise stated In the Order; and (c) CERTAIN MISCELLANEOUS EOUIPMENT IS SOLD "AS IS. AND WILL CARRY NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER FROM BELLSOUTH. Any warranty service for "As Is' Equipment will be provided direclly by the manufacturer of such Equipment. Such EquipmeN shall be clearly indicated on Ihe applicable Order as Manufacturer's Direct Warranty Service (~MDWsn). The warranty period will not be enlarged by BellSouth's repair or replacement thereof. 10.2 Data Equipment and Data Services Warranty Disclaimer - BELLSOUTH ODES NOT IMPLY OR EXPRESS ANY BELLSOUTH WARRANTY WHATSOEVER FOR DATA EQUIPMENT OR SERVICES PROVIDED. Customer's sole warranty is from the manufacturer. If Data MalOtenance Service is not listed on an Order, any warranty claims that may arise are solely the responSibIlity of Customer to pursue with the manufacturer. 10.3 All warranties extend only to the original purchaser of the Equipment, identified as "Customer," and do not extend to any subsequent purchaser. transferee, user. or assignee of the Equipment. unless prior written consent is obtained from Bell South for the extension of the warranbes 10 such purchaser, user, or assignee. 11. Warranty Disclaimer - THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING ANY REGARDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). NOT SPECIFIED HEREIN RESPECTING EQUIPMENT FURNISHED OR SERVICES PERFORMED. AND BELLSOUTH EXPRESSLY DISCLAIMS SAME. 12. Warranty Service - 12.1 Full Warranty Service (~FWS"); BeUSouth agrees to provide, except for Dala Equipment or as otherwise set lorth herein or in an Order, Warranty Service to keep the Equipment in, or to restore the EqUipment to, good working order in compliance with the manufacturer specifications. If neither repair nor replacement are reasonably available to BeUSouth, then BeUSouth may elect instead 10 return the price paid to BellSauth for the purchased Equipment, or the one-time fee paid for the licensed Software which is in eIther case defective, as then depreciated based on Customer's deprecialion schedule used for federal income tax reporting purposes. Warranty Service includes preventive maintenance based upon the specific needs 01 indiVidual items of Equipmenf and remedial maintenance during warranty coverage. Replacement or additional parts and Equipment may be either new or reconditioned and equivalent 10 new in performance. The replaced items become the property of BellSouth. 12.2 Response Times for Full Warranty Service: BellSouth will use reasonable efforts to respond to Customer's request for Warranty Service for a Major Failure Within two (2) hours, twenty-four (24) hours a day, seven (7) days a week, Irom the time BellSouth first receives Customer's request. With respect to a Minor Failure, BeUSouth will use reasonable efforts to respond 10 Customer's request for Warranty Service during Bel1South's regular working hours. Monday through Friday, excluding holidays observed by BellSouth, within eight (8) business hours from the time BellSouth first receives the Customer's request. 12.3 Depot Warranty Service ("DWST Bel1South will replace defective Equipment on an exchange basis. Customer agrees to return defective Equipment to BellSou!h for depot service within three (3) days after receipt of replacement Equipment from BellSouth. If BeIlSouth has not received such defective Equipment within ten (10) days, Customer agrees 10 pay lor the replacement items 13, Installation" 13.1 If ordered by Customer and agreed by BellSoulh, BeUSouth will provide Installation Services 10 Installlhe EqUipment. Customer agrees to provide, in a timely manner, Customer design information and a suitable installation environment as stated in any applicable BellSoulh installation manual. or as otherwise specified by the manufacturer or BellSouth. Customer is responsible for proVIding aJlrequired AC electrical power and communicallons receptacles for the Equipment and Services supplied. All such receptacles must be located with.n live leet of the site where ead, set of Equipment ordered is physically installed. BeUSouth will make reasonable efforts to meet the date lor instaHation set forth on the Order, and will notify Customer as soon as practicable of any del'iY. Customer agrees to notify BellSouth as soan as practicable if Customer re9u;res p~stponement of any .Installalio.n. If C~stomer or Equipment specifications require nonstandard wiring, speciallins, 'a~ders, other items or work requared as a result of nonstandard Customer site condItions, Customer willl~cur additional Installation charges. Each Item ot EqUipment purchased under this AgreerrF~:lt Will be installed as specified by BeltSouth and the Equipment manu1acturer. It rile EqUIpment is not to be Installed by BellSouth. Customer warrants that all Equipment IS to be installed by Custor~"r's manufacturer certified employees at its premises and is not for resale. t 3.2 If the Implementation of any Order is delayed, by no fault of BeUSouth, for ninety (90) days or more from the acceptance of the Order by BellSouth or SiXty (60) days from the onginal ag.:-c;.j Implementation date. BetlSouth will have the following options: (a) revise the price to reflect then-current BellSouth pricing; (b) require payment fc-' Equipment delivered and Services pertorrned te ~"',3t time; Dr (c) cancel the Order and collect reasonable termination charges (manufacturer's restocking charges and other out-ai-pocket costs, non-recoverable materials and labor expended, ~;us ::;st margIn), @ BELLSOU1H Customer acknowledges that Customer has read and understands this Agreement and agrees to be bound by its terms and conditions, This Agreement, and any Orders, cons1i' :~,:; the complete and exclusive statement of the agreement between the parties, superseding all proposals, representations, and/or prior agreements, oral or written, between the Pit, :,s relating to the subject matter of the Agreement. Acceptance of any Order by BellSouth is subject to BellSouth credit and other approvals. Following Order acceptance. ii :s determined that the initial credit approval was based on inaccurate or incomplete information, BellSouth in its sole discretion reserves the right to cancel the Order without liabii' .' -.Ir suspend the Order until accurate and appropriate credit approval requirements are established and accepted by Customer. This Agfeement is not binding upon BellSouth ~.. lit executed by an authorized employee, partner, or agent of Customer and BellSouth. The undersigned warrant and represent that they have the authority to bind Customer and Bell~I)', th C this Agreement. This Agreement maY.flot be mOdifief-amended, or su~rseded qther than by a written instrument executed by both parties, I ~,-,/~~ o~!L.Wl~...,1. . fL~Jci 'T"Vh.L BELLSOUTHCOMMUNICATlONSYSTEMS.LLC "'\J H-t-. t? ~(.... ~l..'-'. 0 _. "_u By: BELLSOUTH BUSINESS SYSTEMS. INC. Customer Name: ~ \1'\) O~ ~ IJ'Y .:.S~~~ Address lj..D:1lL-Ln.b!..1 tJS A-~ ~ O"~~.~_'~' FL._,,33Jl.o Ry:(Signature) ~7 6~ By:____, (Sig"ature) By:__ (Printed Name and Tille)