Appendix K

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Appendix K

  1. 1. Appendix - K Nascent Applied Methods & Endeavors Procedures for Shipping Equipment 1. Description of the Equipment. A. Hardware: (Please refer to Appendix _J_ under Technical Specifications of this Agreement.) B. Software: (Please refer to Appendix _C_ of this Agreement.) C. Firmware: (Please refer to Appendix _J_ of this Agreement.) D. Miscellaneous (Cabling, etc.): (Please refer to Appendix _J_ under Technical Specifications of this Agreement.) 2. Demonstration Price: _________ 3. Percentage of Demonstration Price to be paid by NAME (User) for descretionary/extension of Demonstration Period (applied pro rata to Demonstration Price to reflect proportionate extension period): _________ 4. Purchase Price: _________ 5. Lease Price: _________ 6. Subcontractor's maintenance contract form (attached as Exhibit (1) One to this Appendix). 7. Stipulated loss value of Equipment, (as of date of delivery): _________ 8. Delivery date: _________ 9. Duration of Demonstration Period: (Please refer to the Reqest for Proposal of this Agreement.) 10. Description of Training Program: (Please refer to Appendices __A, B & M of this Agreement.) 11. Optional extension of Demonstration Period: Maximum of 6 weeks. 1
  2. 2. 12. Description of the Packaging and Delivery Procedures: A. All materials, components, accessories and parts shall be delivered to the site in a new or new like condition, properly packed and protected against damage due to handling, adverse weather or other circumstances and, as far as is practicable, they shall be kept in the packing cases or under protective coverings until. required for use. Any items suffering damage in transit or on the site shall be rejected and replaced without extra cost to the NAME in the case of items of equipment and materials which originated outside the country of NAME location, (i) All items of equipment and material shall be adequately and securely packed for safe transportation with due regard to the climatic conditions encountered in transit and on arrival. (ii) Standard data classifications and Supplements, or other comparable and acceptable code, shall be used as a guide for the standard of packing and package required. (iii) It shall be the Subcontractor's responsibility to examine all materials and equipment, supplied under this contract, on delivery to site. The Subcontractor shall replace, at his/her own cost, any such material or equipment which is damaged or faulty. (a) In addition, the following requirements shall be observed: (1) The use of airline shipping containers (igloos) is not permitted. (2) All equipment must have a Polythene sleeve as the inner layer over the top to protect against rain during storage or delivery. (3) Complete original manufacturers shipping equipment must be fitted where applicable. (4) Pallets must be larger than the equipment placed on them to prevent overhang. (5) All exposed vent holes must be covered to prevent dust and moisture ingress. (6) No adhesive tape is to be applied to paint work. (7) Plugs and sockets must be protected with shrouds or padded bags. (8) Where stacking equipment is likely to cause damage, then clear warnings must be printed on the packing or preferably stacking made impossible by pyramid shaped packing. If it is important that the equipment remains upright, then arrows must be sign-written on the outside. (9) The outside of each box must state: * Number of individual cartons, and total number in shipment e.g. Box 7 of 10. * Special Instructions for unshipping, if required. (10) As the handling of equipment at the loading dock is generally very rough, maximum 2
  3. 3. possible precautions must be taken to protect any shock sensitive items. Any possible handling aids, such as banding strong enough to support equipment must be fitted. (11) It is essential that the shipping documentation identifies which box item is packed in, as this aids in unpacking the equipment in a logical sequence. (12) Shock absorbers must be fitted to sensitive equipment and this tied to the shipping insurance contract. (13) Shipments with a value greater than US $1 million are to have a manufacturer's employee traveling with the shipment form the factory to NAME locations. All shipments of value greater than US $100,000 are met on arrival by a Subcontractor and/or supplier's employee. (14) Extra paint for touching up transit damage is to be supplied. (15) All shipments of equipment connected in any way with this contract must be notified by telex or facsimile to the Buyer at least 30 (thirty) working days prior to shipment. (16) The following details must be incorporated: * Consigning agent's name * If by air, house air way bill number Flight details - airline name - airline flight number - departure data and time (serial numbers) - projected arrival date and Lime (serial number) * Master air way hill number * Number of items or boxes in shipment * Weight of heaviest item or box and quantity of these * Size of largest item or box and quantity of these. (17) Every package in each shipment must be covered so that its nature is not externally apparent. 3
  4. 4. Exhibit(1)0ne The Agreement For Hardware Maintenance This Exhibit is executed and delivered pursuant to the Agreement for Hardware maintenance, dated ________________ 20___ ("the Agreement") between NAME ("Customer"), and Subcontractor ("Vendor"), and incorporates such Agreement by reference. Any term not otherwise defined herein has the meaning ascribed to it in the Agreement, but any provision herein which is inconsistent with such Agreement shall prevail over such inconsistent term in the Agreement. 1. Equipment Subject to this Exhibit Beginning Monthly a. Ident. No. Description Charge _____________ _________________________________ ______________ _____________ _________________________________ ______________ _____________ _________________________________ ______________ b. Location of Equipment: _________________________________________________ ____________________________________________________________________ 2. Term of Coverage a. Commencement date ________________ b. Termination date ________________ 3. Call Window: 12-:00 A.M. to 11:59 P.M. 7 days per week. 4. On-Site Response Times Response time for on-site visits within Call Window 24 hrs. (hours). Response time for on-site visits outside of Call Window 24 hrs. (hours) (measured in clock hours from time of Customer call indicating that telephone diagnostic assistance has not worked). 1
  5. 5. 5. Time period for satisfactory completion of on-site repair work: (1) one (day). 6. Charges a. Normal monthly maintenance fee for Services within Call Window: $ _______ /month. b. Extra charge for on-site remedial service for service performed outside of Call Window $ _________. (Please refer to Article(s) ____, Section(s) ____ of the Strategic Development Agreement). c. Percentage credit against monthly charge for each hour beyond on-site Response Time provided in Section 4 of this Exhibit: ___%. d. Percentage credit against monthly charge for each day beyond time period stated for satisfactory completion of on-site repair work, as provided in Section 5 of this Exhibit: (Please refer to Article(s) ____, Section(s) ____ of the Strategic Development Agreements). 7. Preventive Maintenance a. Minimum hours per month 24. b. Frequency; as many times as necessary. c. Special Time of performance ________ . 8. Additional Charges a. Monthly maintenance charges for calls within Call Window: ________ . b. Installation of Field Change Orders outside of Call Window or Preventive Maintenance times: ________ per FCO. c. Special charges $ ________ . 9. Field service exterior location(s): ____________________________________________ . 10. Additional spare parts to be maintained at regional facility located at: __________________ ______________________________________________________ . 11. Operational Availability Required: (if different from 95%) 90% . 12. Holidays on which coverage is inapplicable: None . 2
  6. 6. 13. Acceptance Date _____________________ Vendor ___________________________ Customer _______________________ By: ______________________________ By: ____________________________ Its: _______________________________ Its: ____________________________ 3
  7. 7. Nascent Applied Methods & Endeavors Supplemental Contract Agreement for the use of Co-operative Computer Equipment dated ______________, 20__ between ________________________________________________________ (Subcontractor) and ________________________________________________________ (Contractor) This Contract Supplemental No. __________________ is executed and delivered pursuant to the Master Contract Agreement or the use of Co-operative Computer Equipment, dated _______________, 20___ (the "Strategic Development Contract of Nascent Applied Methods & Endeavors"), between _________________________________as (Subcontractor) and ___________________________ (Contractor). Any term not otherwise defined herein shall have the meaning ascribed to it in the Master Contract Agreement. It is hereby consented to and acknowledged that the Owner of the Equipment covered by this Supplemental Contract shall be _________________________________and that the Assignee of this Supplemental Contract _________________________________. Contractor and Subcontractor hereby agree that only a fully executed original of this Supplemental Contract legended on the face hereof as "Counterpart Number I" may be assigned, transferred or used by Contractor in any manner whatsoever to create any interest in this Supplemental Contract of the Equipment listed in Annex I hereto. 1. EQUIPMENT SUBJECT TO THIS SUPPLEMENTAL CONTRACT. As set forth on Annex I to this Supplemental Contract. 2. TERM AND RENTAL PAYMENT (if applicable). TERM MONTHLY RENTAL PAYMENT From ______________, 20___ $ ____________________________________ through ____________, 20___ 3. COMMENCEMENT DATE: _______________________ 1
  8. 8. 4. INVESTMENT TAX CREDIT. The following party shall receive the financial benefit of the Investment Tax Credit, if any, in this transaction (hereafter, the "Designated Party" (Place "X"): _________________________CONTRACTOR _______________________SUBCONTRACTOR------N.A. If the Equipment described in Annex I hereto is new Section 38 property and has not previously been in productive use, then if as a result of any act or failure to act of the Party listed above which does not have an "X" placed in the line preceding it (hereinafter, "Responsible Party") with respect to the Equipment, the Designated Party: (a) shall not be eligible for the full use of the investment tax credit provided to owners of "new section 38 property" under the internal Revenue Code of 1954, as amended ("the Code") with respect to its basis in the Equipment under the Code; (b) shall have its tax increased on account of recomputation of such investment tax credit under the Code; or (c) shall not be eligible for each of its taxable years (or portions thereof) in which this contract is in effect for a depreciation deduction with respect to the depreciation basis of the Equipment in its hands which is based on a method of depreciation selected by it and provided by Sections 167(b) (2), (3) or (4) or successor provisions of the Code, then the Responsible Party agrees to pay to the Designated Party upon demand, a sum which, after the deduction of all taxes, required to be paid by Contractor in respect of the receipt thereof, shall be equal to (x) the amount of such investment credit not so utilized or (y) the increase in tax on account of any such recomputation of investment credit, as distinguished from any other ineligibility for or loss of investment credit and (z) the increase in tax on account of the failure to obtain the benefit of a depreciation deduction on the aforesaid basis, together with any interest or penalty which may be assessed in connection with any of the foregoing. The provisions of this section shall survive the expiration or earlier termination of this Contract Supplemental only as to events occurring or tax liabilities arising out of this contract with respect to the Equipment during the term hereof. The Responsible Party shall cooperate with the Designated Party in any manner which Contractor may reasonably request (including the execution, timely filing, and retention of copies of such returns, forms, statements, and other instruments as may be required to effectuate the intent hereof), to facilitate the claiming by the Designated Party of any investment tax credit available, in respect to the Equipment leased or borrowed pursuant to such Contract Supplemental, under Section 38 of the internal Revenue Code of 1954, as amended. 5. Stipulated Loss Value. As set forth on Annex II to this Contract Supplemental. 6. Supplier and Vendor. Supplier: _______________________________________________________ Vendor: ________________________________________________________ 7. Equipment Location. _______________________________________________________________ 2
  9. 9. 8. Insurance Amount. ______________________________________________ Personal Injury Liability. ______________________________________________ Property Damage Liability. 9. Late Payment Interest Rate. _______________________________________________________________ 10. Termination Interest Rate. _______________________________________________________________ 11. State of Applicable Law _______________________________________________________________ 12. Representation, Warranties and Covenants of Contractor. _______________________________________________________________ Contractor represents, warrants and covenants to, and for the express benefit of, Subcontractor, Owner and Assignee: (a) Contractor is a networking entity duly organized and existing under the applicable laws of the State of __________________________ and is in good standing under the applicable laws of the State of no proceedings for __________________________ the liquidation or dissolution of Contractor are pending or contemplated; (b) There is no action, suit or proceeding pending or threatened against or affecting Contractor before or by any court, administrative agency or other governmental authority which in any way will impair Contractor's ability to perform all of its obligations under, or which otherwise brings into question the validity of the transactions contemplated by, the Master Contract Agreement or this Supplemental Contract; (c) Contractor's execution, delivery, and performance of the Master Contract Agreement and this Supplemental Contract have been duly authorized by all appropriate network action on the part of Contractor and the Master Contract Agreement and this Supplemental Contract constitute valid and binding obligations of Contractor enforceable against Contractor in accordance with the terms thereof and hereof, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles of general application relating to or affecting creditors' rights generally; 3
  10. 10. (d) Neither the execution and delivery by Contractor of the Master Contract Agreement and this Supplemental Contract, nor the consummation by Contractor of the transactions contemplated thereby and hereby, nor compliance by Contractor with the provisions thereof and hereof, conflicts with or results in a breach of any of the provisions of the corporate of by-laws of Subcontractor, or of any applicable law, judgment, order, writ, injunction, decree rule or regulation of any court, administrative agency or other applicable governmental authority, or of any agreement or other instrument to which Contractor is a party or by which it is bound, or constitutes a default under any thereof; and (e) No consent, or approval or other authorization of or by any court, administrative agency or other governmental authority is required in connection with the execution, delivery or performance by Contractor of, or the consummation by Contractor of the transactions contemplated by, the Master Contract Agreement or this Supplemental Contract. (f) To the extent requested by Subcontractor and if required by Assignee and Owner, Contractor shall provide Subcontractor, owner and Assignee (i) with a legal opinion of Contractor's counsel in form and substance satisfactory to Subcontractor as to the matters set forth in subparagraphs (a) through (e) hereof and as to such other matters as Subcontractor may reasonably request, and (ii) with such certificates, documents or resolutions as Subcontractor may reasonably require in connection with the representations set forth in subparagraphs (a) through (e) hereof. INCORPORATION BY REFERENCE All terms and conditions of the Master Contract Agreement are hereby incorporated herein and made a part hereof as if such terms and conditions were set forth in this Supplemental Contract at length. Annexes, I and II attached to this Supplemental Contract are hereby incorporated herein and made a part of hereof as if such Annexes were set forth in this Supplemental Contract at length. _______________________________ (Contractor) By: ____________________________ _______________________________ (Subcontractor) By: ____________________________ Dated: _________________, 20___ 4

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