2011-279 ES - Eaton Corporation for UPS Service Renewal

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FAzT*N Powering Business Worl Wde 6. ENGINEERING CHANGES: All engineering changes deemed necessary by Contractor will be installed during scheduled Service visits during the CPM. Any engineering changes deemed optional by Contractor will be offered to Customer on an as-available, per charge basis. 7. CUSTOMER'S RESPONSIBILITY: A. Communication and Scheduling- Customer shall contact Contractor's Customer Reliability Center(1-800-843- 9433)regarding all Service and Preventative Maintenance requests and all other matters arising out of or relating to this Agreement. With respect to Preventative Maintenance purchased by Customer, it shall be Customer's responsibility to contact Contractor to schedule the Preventative Maintenance. In the event that Customer fails to schedule and/or does not permit, for any reason, Preventative Maintenance to be completed within ninety(90)days of the scheduled service date, Contractor's obligation for that Preventative Maintenance shall be considered fulfilled. B. Movement- If Covered Equipment is moved to another location within the United States, Service coverage will continue only upon the following conditions: (i)Customer shall notify Contractor in writing at least thirty(30)days in advance of power-down of Covered Equipment; (ii) Contractor reserves the right to supervise the power-down, disconnection, rigging, packing, movement, unpacking, reinstallation and re-start of the Covered Equipment for which Customer will be charged according to Contractor's then current Time and Material Service Rate Schedule; and (iii) resumption of Service coverage under this Agreement is subject to acceptance by Contractor of Covered Equipment at the new location. C. Safety-Customer shall, at all times during the provision of Service hereunder, have a representative present at the Service site at no cost to,and solely for,the safety of Contractor. D. Access - Customer shall grant ready access to the Covered Equipment, subject to reasonable security requirements,so that Contractor may perform Service under this Agreement. 8. TERM AND TERMINATION: This Agreement and all that is stated herein shall automatically be renewed for successive twelve (12)month periods at the prices in effect at the time of each renewal. Customer will be provided written notice of renewal of the Agreement sixty(60)days prior to its expiration, stating the prices for the applicable renewal term. In the event Customer elects not to renew this Agreement, Customer shall provide thirty (30) days written notice prior to the expiration of this Agreement. Notwithstanding the foregoing, Customer or Contractor may terminate this Agreement at any time upon thirty(30)days written notice to the other,subject to Section 16 herein. 9. END OF SERVICE LIFE ("EOSL")/BEST EFFORTS: Contractor may designate a Power Module as "End of Service Life/Best Efforts' which shall mean that limited parts are available or Service will be provided on a best efforts basis. This designation will be indicated on the Service Quote provided to Customer for Service renewal. In the event that Contractor cannot perform or complete a covered repair, Contractor may terminate coverage subject to Section 8 herein. Customer may request a pro-rated refund for the terminated portion of this Agreement, subject to Section 15 herein. Customer acknowledges EOSL/Best Efforts designation on the Service Quote will serve as Contractor's notice of limited service support and its recommendation to replace or decommission the Power Module. 10. INSURANCE: During the term of this Agreement, Contractor,at its own cost and expense,shall maintain in full force and effect the following insurance with sound and reputable insurers: (1)worker's compensation insurance in accordance with the statutory requirements of the state where the Service is to be performed; (2)automobile liability insurance on all motor vehicles licensed for highway use, both owned and non-owned; and (3)commercial general liability insurance for bodily injury and property damage. 11. WARRANTY: Contractor shall perform all Service in a professional and workmanlike manner. Contractor warrants repairing or replacing defective parts or materials and correcting defective workmanship reported to Contractor and/or diagnosed by Contractor's personnel during the term of this Agreement. Contractor warrants its corrective maintenance and replacement parts to be free from defects in material and workmanship for the term of this Agreement or for a period of ninety(90)days from the completion date of the repair or replacement of parts or materials, whichever is longer. In the event the parts or materials fail to meet published specifications due to a defect in parts or materials or workmanship covered by this Warranty, Contractor, at its discretion, will repair or replace the warranted parts or materials at no cost to Customer. This Warranty shall not apply to any Power Module and/or Battery that has been: (i) subject to damage caused by accident, fire, flood, lightning, vandalism, Terms and Conditions(T-0) Rev.4/10 Page 2 of 4