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2007-084 Village-Wide Telephone System• RESOLUTION 2007-84 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING A MASTER PURCHASE AND MAINTENANCE AGREEMENT WITH SHARED TECHNOLOGIES FOR THE PURCHASE AND INSTALLATION OF A NEW VILLAGE-WIDE TELEPHONE SYSTEM AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Administration has recommended entering into a Master Purchase and Maintenance Agreement with Shared Technologies for a new Village-wide telephone system to cure the many deficiencies ofthe current telephone system; and WHEREAS, the cost of the new telephone system shall not exceed $70,000, with $30,000 being expended from appropriated funds for the fiscal year 2006-07 budget and $40,000 being expended from funds to be appropriated for the fiscal year 2007-08 budget; and WHEREAS, the Village is effectuating this purchase utilizing state contract pricing in accordance with the Village's purchasing policies and procedures; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best • interests ofthe residents and citizens ofthe Village ofNorth Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The t'oregoing recitals are ratified as true and correct and are incorporated herein. Section 2. The Village Cvuncil hereby authorizes the Master Purchase and Maintenance Agreement, attached hereto as Exhibit "A" and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute such Agreement on behalf of the Village. The total cost expended shall not exceed $70,000.00, with $30,000 from appropriated from budgeted funds for the current tscal year and $40,000 from funds to be appropriated in the next fiscal year. Sectivn 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 23rd DAY OF AUGUST 07. (Village Seal) `'~, ~ MAYOR ATTEST: _, VILLAUI~; CLERK J SHriRE~ v TEC Hr1OlOCIESo Master Purchase and Maintenance Agreement This Master Purchase and Maintenance Agreement for Company Services (as defined below) ("Agreement') is made by and between Shared Technologies Inc., on behalf of itself and ifs U.S: based subsidiaries, affiliates and successors (collectively referred to herein as "Company') and The Village of North Palm Beach ("Customer'), with offices located at 560 US Highway 1, North Palm Beach, FL 33400. Company or its providing affiliate may sell, install and maintain certain telecommunications equipment ai Customer locations within the continental United Slates as described in the applicable Sales Order, Maintenance Order, PO and/or other forms supplied by Company which are submitted by Customer and subsequently accepted by Company (collectively and individually, the "Company Services"). The telecommunications equipment and Company Services provided herein are for Customers use and not available for resale. This Agreement is binding aker exeation by both ponies. Acceptance of this Agreement by Company is subject to Customer meeting Companys credit terms and conditions, which may be based on commercially available credit reviews and to which Customer hereby consents. This Agreement shall be of no force and effect unless this Agreement is executed by Customer and delivered to Company on or before August 14, 2007. Neither this Agreement, any Sales Order or Maintenance Order, will be effecfive unEl accepted by Company as evidenced by the signature of a duly authorized representative of Company. 1. Definitions. I. Purchase of Equipment: (i) "Delivery" means the date on which the Equipment (as defined below) is physically transferred to the Customer Premises on which it will be installed. Upon Delivery, Customer agrees to sign a Delivery Notice. (ii) "Cutover" means the date on which eighty percent (80%) of the equipped lines and equipped trunks comprising the Equipment identified in the original Company confguration are operational following installation. Upon Cutover, Customer agrees to sign a Cutover Notice as a courtesy to Company. However, in the event Customer fails to execute a Cutover Notice or provide an Objection Notice in accordance with Section 9.2.3, the Equipment will be deemed accepted on the tenth (10r") day after Cutover. (iii) "Sales Order" means an order for Equipment made during the Term of this Agreement, made on the forms supplied by Company, submitted by Customer and subsequently accepted by Company: Such Sales Order shall specify the type of Equipment, the delivery and/or installation location, and the Equipment price. (iv) "Equipment" means the new customer premise equipment, cables, connectors, upgrades and/or software ordered by Customer and provided by Company as described in the applicable Sales Order and/or PO submitted by Customer and subsequently accepted by Company. II. Maintenance Services: (i) "Maintenance Services" means the Company's service offering defined in Section 10 below. (ii) "Maintenance Order' means an order for Maintenance Services made during the term of this Agreement, on the forms supplied by Company as submitted by Customer and subsequently accepted by Company. Such Maintenance Order shall specify the commencement date for such Maintenance Services, installation and maintenance location, port count, and the monthly recurring charges for such Maintenance Services. (iii) "CPE" means the pre-purchased customer owned Customer premise equipment, cables, connectors, and/or software described in the applicable Maintenance Order and/or PO submitted by Customer and subsequently accepted by Company. III. General: (i) "Purchase Order" or "PO" means Customer's standard purchase order(s) used to order Company Services contemplated herein. The terms and conditions of this Agreement, including any attachments (including without limitation the standard Company- supplied Sales Order(s) and/or Maintenance Order(s)), will supercede all terms and conditions, other than price and payment milestones . (as determined solely by Company), type and quantity of equipment, delivery schedule and delivery instructions, set forth in the Customers PO regardless of the date indicated on the PO. Any additional or alternative terms and conditions accompanying or printed on such PO shall be without effect to the extent inconsistent with this Agreement, unless such alternative conditions are expressly agreed to in writing by both parties. Additionally, the parties agree that Company's standard payment milestones for Equipment purchases shall apply to any purchases made utilizing a PO, unless otherwise set forth on the applicable Company-supplied Sales Order submitted by Customer with the PO or expressly agreed to by the parties in writing. Company's standard payment milestones are as follows: Twenty-Five Percent (25%) of the Project Pdce upon execution of the Sales Order and/or PO, Sixty-Five Percent (65°/) of the Project Price at Delivery as invoiced by Company in accordance with the Agreement, and Ten Percent (10%) of the Project Price al Cutover as invoiced by Company in accordance with the Agreement. Any alternative payment milestones rekected on a PO which were not agreed to by the parties shall be without effect. (ii) "Premises" means the Equipment or CPE installation location as identified in the applicable Sales Order, Maintenance Order and/or P0. (iii) "Customer Change Authorization" or "CCA" means an order, made on forms supplied by Company, submitted by Customer and subsequently accepted by Company, modifying an existing Sales Order, Maintenance Order or an order for additional services provided by Company to Customer. Customer agrees to sign a CCA as a courtesy to Company. However, for purposes of avoiding delays in the procurement and provision of Company Services to Customer, if Company provides the Company Services requested by Customer, as set forth in a CCA, and Company does not receive the applicable CCA signed by Customer within five business (5) days aker the provision of such Company Services, then Customer will have been deemed to have approved the CCA as of such kkh (5") business day following provision of such Company Services and Customer shall be responsible for payment for such Company Services in accordance with the terms and conditions of the Agreement and the CCA. 2. Term. The term of this Agreement shall commence on the date it is fully executed by Company and shall remain in full force and eked through SHARED TECHNOLOGIES CONFIDENTIAL 1 Master Purchase and Maintenance Agmt clean_0a0707 Sharetl Technologies, the Shared Technologies name and logo are (rademarks oI Shared Technologies Inc. All rights reserved. through the expiration of any applicable Sales Order, Maintenance Order and/or PO submitted by Customer and subsequently accepted by Company. In the event this Agreement is terminated pursuant to Section 6, the terms and conditions of this Agreement will survive with respect to any Sales Order and/or PO accepted by Company outstanding at the time of termination, and shall continue in full force with respect to such Sales Order and/or PO until the full performance of the terms of the Company accepted Sales Order and/or PO. 3. Invoicinn and Charges. 3.1 Company shall submit invoice(s) to Customer for all charges due under this Agreement, including without limitation any installation, shipping, upgrading, and restocking charges. Invoices will be issued in accordance with the applicable Sales Order and/or Maintenance Order. Customer will pay the amount invoiced upon receipt of invoice. Customer may not withhold payment of any amount invoiced based on abatement, reduction, set-off, defense, counterclaim or recoupment in connection with any past, present or future claim Customer may allege against Company for charges not covered under this Agreement or against the manufacturer of any equipment or any other third party. In the event Company does not receive full payment within thirty (30) days of the invoice date, Company, in its sole discretion, may assess an additional charge against Customer in the amount of one and one-half percent (1 %%) per month or the maximum rate allowed under applicable law, whichever is less, on any unpaid amounts. Amounts paid in advance or in excess of the amount invoiced will be applied to outstanding or future invoices; provided, however, that if this Agreement expires or is earlier terminated and there are no outstanding amounts owed or invoiced, any unused portion of the advance or excess payment(s) will be refunded to Customer. 3.2. All charges are exclusive of federal, state and local sales, use, excise, utility and gross receipts taxes, other similar tax-like charges, and tax-related surcharges, which Customer agrees to pay. Taxes based on Company's net income shall be the sole responsibility of Company. In the event that Customer provides Company with a duly authorized exemption certificate, Company agrees to exempt Customer in accordance with law, effective on the date the exemption certificate is received by Company. 3.3 Failure to remit payment when due may result, upon Customer notification, in intenuption or cancellafion of Company Services under This Agreement. Customer shall be liable for the payment of all fees and expenses, induding attorneys fees, reasonably incurred in collecting, or attempting to tolled, any charges owed hereunder. Company may refuse to ship any equipment, provide Maintenance Services or fulfill a Customer Sales Order, Maintenance Order and/or PO for Equipment if (i) Customer provides false information to Company regarding Customer's identity, creditworthiness, or its planned use of the equipment, (ii) any outstanding balance is due for equipment purchased under this Agreement, or (iii) Company no longer offers the Equipment or provides Maintenance Services on the CPE or other equipment on a commercial basis. Any deposit Customer provides to Company vdth a Sales Order or CCA will be promptly returned to Customer if Company declines to accept the Sales Order. The unused portion of any pre-payments received from Customer for Maintenance Services pursuant to the applicable Maintenance Order or CCA will be promptly returned to Customer follovdng the occurrence of the event described in Secfion 3.3(iii) above. 4. Confidential Information. Commencing upon Customer's execution of this Agreement and continuing (or a period of three (3) years from the termination of this Agreement, each party shall protect as confidential, and shall not disclose to any third party, any Confdential Information received from the disclosing party or otherwise discovered by the receiving party during the Term, including, but not limited to, the pricing and terms of this Agreement, and any information relating to the disclosing party's technology, business affairs, and marketing or sales plans (collectively the "Confdential Information"). The parties shall use Confdential Information only far the purpose of this Agreement. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known, through no wrongful act or omission of the receiving party; (c) is received without restriction from a third party free to disclose it without obligation to the disclosing party; (d) is developed independently by the receiving party without reference to the Confidential Information, or (e) is required to be disclosed by law, regulation, or court or governmental order. 5. Limitation of Liability and Limited Warranty. 5.1. Neither party will be deemed to be negligent, at fault or liable in any respect for any delay or failure in performance resulting from acts of God, war, accidents, labor disputes, strikes, power interruptions or outages, manufacturer delays, inability to secure equipment as a result of end-of-life issues, or any other cause beyond the reasonable control of the party delayed; provided, however, that such acts or events shall not relieve Customer of its obligation to make payments for invoiced amounts. In no event shall Company be obliged to provide credits for service interruptions to Customer's network telecommunication services. 5.2. Company will provide Customer the limited warranty set forth in Section 9 and Section 10 based on the Company Services purchased hereunder. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 9 AND SECTION 10, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT, MAINTENANCE SERVICES. ANY OTHER EQUIPMENT OR RELATED PRODUCT, SOFTWARE OR DOCUMENTATION. COMPANY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE OR-NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO ALLEGED VIOLATIONS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT IS INTENDED TO LIMIT OR DIMINISH THE WARRANTIES AND SUBLICENSES, IF ANY, OF THE EQUIPMENT MANUFACTURER, WHICH PASS THROUGH COMPANY AND INURE TO THE BENEFIT OF CUSTOMER. 5.3. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, TREBLE, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, EQUIPMENT, RELATED PRODUCTS, DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY OR STRICT LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 5.4 WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 5.3 ABOVE, THE TOTAL LIABILITY OF COMPANY, TO CUSTOMER IN CONNECTION WITH: (A) THE PURCHASE OF EQUIPMENT UNDER THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN BY CUSTOMER OR (ii) THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY FOR THE SPECIFIC PRODUCT OR SERVICE FORMING THE BASIS OF THE CLAIM OR CAUSE OF ACTION; OR (B) FOR THE MAINTENANCE SERVICES UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE LESSER OF (i) DIRECT DAMAGES PROVEN BY CUSTOMER OR (ii) THE TOTAL AMOUNTS PAID BY CUSTOMER FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. COMPANY SHALL NOT BE LIABLE FOR DAMAGES THAT COULD HAVE BEEN AVOIDED BY CUSTOMER'S USE OF REASONABLE DILIGENCE. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTIONS AND SHARED TECHNOLOGIES CONFIDENTIAL 2 Master Purchase and Malntenance Agmt_clean 080707 Shared Technologies, the Shared Technologies name and logo are trademarks o(Shared Technologies Inc. All rights reserved. CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY. NO CAUSE OF ACTION UNDER ANY THEORY WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE INSTITUTION OF A LEGAL PROCEEDING ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED BY EITHER PARTY AGAINST THE OTHER. HOWEVER, NOTHING IN THIS SECTION 5.4 SHALL LIMIT COMPANY'S LIABILITY: (A) IN TORT FOR ITS WILLFUL OR INTENTIONAL MISCONDUCT, OR (B) FOR BODILY INJURY OR DEATH PROXIMATELY CAUSED BY COMPANY'S NEGLIGENCE, OR (C) LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY COMPANY'S NEGLIGENCE. 6. Termination. Either party may terminate this Agreement for Cause. As to payment of invoices, "Cause" shall mean the Customer's failure to pay any invoice within thirty (30) days after the date of the invoice. For all other matters, Cause shall mean a breach by the other party of any material provision of this Agreement, provided that written notice of the breach has been given to the breaching party, and the breach has not been cured within thirty (30) days after delivery of such notice. 7. Indemnification. Customer and Company agree to defend at their expense, indemnify, and hold harmless each other from and against any third party claims, suits, damages and expenses asserted against or incurred by such party ("Indemnitee") arising out of or relating to bodily injury to or death of any person or loss of or damage to real or tangible personal properly or the environment to the extent that such third party claim, suit, damage, or expense was proximately caused by any negligent act or omission on the part of the party from wham indemnity is sought, its agents or employees ("Indemnifying Party"). Notwithstanding any other provision of this Agreement, the Indemnifying Party shall pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred by the Indemnitee as set forth in this Section 7, including, without limitation, reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred in enforcing this Section 7. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Customer nor shall this Agreement be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. 8. Customer Responsibilities. Customer's responsibilities and obligations under this Agreement include the following: 8.1 Provide Company and its subcontractors with immediate access (twenty-four (24) hours per day, seven (7) days per week during the Term) to Customer facilities, overhead and under floor cable ducts, Premises and Equipment as may be necessary or useful far Company to meet Company's requirements identified herein. 8.2 Report detected Equipment failures and provide information requested by Company, its subcontractors, or Company's designated point of contact that is necessary or useful for Company to meet Company's requirements identifed herein. 8.3 Endorse Customer's name upon any Uniform Commercial Code filings reasonably necessary to protect Company's, Company's subcontractor's or Company's assignee's interest, if any, in the Equipment. Consistent with this obligation, Customer hereby authorizes Company or Company's assignee to endorse Customer's name upon any such Uniform Commercial Code filings. 0.4 Obtain, as may be necessary and at Customer's Cost, all permits, licenses, variances and other authorizations required by state and local jurisdictions for installation and operation of the Equipment. 8.5 Provide adequate building, space, circuitry, and power in accordance with the standards established by Company for proper installation and operation of the Equipment. 8.6 Ensure that adequate back-up power to the Equipment exists in the event of a power failure, interruption or outage. 8.7 Provide swell-lighted and safe working area that complies with all local safely standards and regulations for Company employees and subcontractors. 8.0 Provide Company employees and subcontractors with proper security clearances as required. If security passes are required for the Company employee or subcontractor or the equipment brought with such person, Customer must be available to provide all required badges, passes, etc. at the time the Company employee or subcontractor arrives at the Customer Premises. 8.9 Customer agrees to ensure that any replacement equipment is free of any encumbrances at the time of any exchange. Customer further agrees to remove all external attachments or objects from the unit of equipment to be replaced before the time of exchange. Customer gives up all rights to any such items not removed. 8.10 Provide Company employees and subcontractors all appropriate communications, product and service documentation, installed equipment lists, cabling and equipment locations, configuration and maintenance of any software and any software upgrades or back- ups related to the Equipment. 8.11 Appoint an administrator (the"Customer Contact") knowledgeable in Customer operational requirements as a point of contact to Company and with the authority to act on Customer's behalf. 8.12 Follow all installation, operation and maintenance instructions provided 6y the Equipment manufacturer(s). 8.13 Agree to execute and abide by the terms of the manufacturer's software licenses. 9. Purchase of Equipment. In addition to the terms and conditions of the Agreement, the following terms and conditions shall apply only to the purchase of Equipment under this Agreement: 9.1 Comoanv Responsibilities. 9.1.1 Company shall install the Equipment at Customers Premises. 9.1.2 Company will use commercially reasonable efforts to repair or replace any parts found to be defective under normal and proper use and service during the First Year Warranty Period within the timeframes set forth in the applicable Sales Order and/or PO. 9.1.3 Company shall not be responsible for any of the following: 9.1.3.1 Electrical work external to the Equipment or otherwise considered "in-house wiring". 9.1.3.2 Repair or replacement of failed equipment caused by factors outside of the Equipment, such as fre, accident, misuse, vandalism, water, lightning, or failure of Customer's Installation Site to conform to manufacturer specifications. 9.1.3.3 Use of the Equipment far other than the intended purpose. - 9.1.3.4 Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person authorized by Company. 9.1.3.5 Supplies, accessories, painting, or refurbishing of the Equipment. SHARED TECHNOLOGIES CONFIDENTIAL 3 Master Purchase and Maintenance Agml clean_080707 Shared Technologies, (he Sharetl Technologies name and logo are (rademarks or Shared Technologies Inc. All rights reserved. 9.1.3.6 Relocation, additions, or removal of Equipment, parts, or features not furnished by Company or use of the Equipment with other equipment that fails to conform to manufacturer specifcaticns. 9.1.3.7 Power or back-up power to or from the Equipment, except as provided by Company. 9.1.3.8 Any network "telco" issues, including without limitation customer network issues (e.g. LANANAN). In the event Customer requests Company to perform any one or more of the activities identifed in this paragraph 9.1.3 and Company agrees to do so, which will be reflected in a Sales Order or CCA, signed by both parties, Customer will pay Company the hourly labor MAC Rates set forth in the applicable Sales Order or CCA plus any additional charges for parts/materials and travel charges. Company and its subcontractors will not be responsible or liable for Customer's failure to adequately duplicate or document files or for data or Files lost during the course of performance of services hereunder. 9.2 Title: Risk of Loss: Acceptance and Security Interest. 9.2.1 Title: Title to the Equipment shall remain with Company until payment in full of all amounts due is received by Company, at which time title shall pass to Customer. 9.2.2 Risk of Loss: Company shall bear the risk of loss or damage to the Equipment until Delivery of the Equipment. Thereafter, Customer shall assume the dsk of loss or damage to the Equipment. Customer shall not do anything inconsistent with Company's interest in the Equipment until such time as title passes to Customer. 9.2.3 Acceptance: The Equipment shall be deemed accepted by Customer at Cutover, unless Customer gives written notice to Company at Cutover of any manufacturer specification with which the Equipment fails to comply ("Objection Notice"). In the event such Objection Notice is provided, the Equipment will be deemed accepted immediately once such defect is remedied by Company. 9.2.4 Intentionally left blank. 9.3Limited Warranty: 9.3.1 Equipment Warranty: Customer shall receive the following limited warranty for the Equipment identified in the applicable Sales Order and/or PO during the first consecutive twelve (12) month period commencing upon Cutover (the "First Year Warranty Period"). During the First Year Warranty Period, Company warrants against defective materials and warrants that the Equipment will have been installed in a good and workmanlike manner subject to the limitations set forth below. Company's entire liability and Customer's sole and exclusive remedy for a breach of this limited warranty shall be that Company will use commercially reasonable efforts to repair or replace any parts found to be defective under normal and proper use and service during the First Year Warranty Period within the timeframes set forth in Section 6 of the applicable Sales Order and/or PO. If Customer permits any maintenance or service work to be performed on the Equipment by anyone other than Company or the equipment manufacturer without the prior written consent of Company, or if the Equipment or any part thereof is moved to a location other than the location where the Equipment is installed (the "Installation Sile'"), then this limited warranty for the Equipment will be void. The determination of whether a part is defective and whether to repair it will be made solely by Company. Company reserves the right to replace any part with a functionally equivalent used or remanufactured part of comparable quality. Any replacement equipment shall become Customer's property and the replaced equipment shall become Company's property. 9.3.2 Company will provide, at no additional charge, all labor to repair any defect on the Equipment during the First Year Warranty Period. In order for Customer to avail itself to the foregoing limited warranty, the Customer must notify Company immediately upon discovering any defect, which it claims to be covered by the limited warranty, 9.3.3 Labor to repair any defect on the Equipment identified by Customer following the conclusion of the First Year Warranty Period will be billable consistent with the terms and conditions of the Company offering in effect at the time service is performed or pursuant to a Maintenance Order for such Customer location as reflected in a Maintenance Order submitted by Customer and subsequently accepted by Company. 9.3.4 The First Year Warranty described herein does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the Equipment is used; (iii) use of the Equipment in an environment, in a manner or for a purpose for which it was not designed; (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; and (v) installation, modification, alteration or repair of the Equipment or Software by anyone other than Company or the manufacturer. 9.4 Termination and/or Modification of a Sales Order. 9.4.1 In the event (i) Customer terminates this Agreement or a Sales Order and/or PO for reasons other than Cause, or (ii) Customer cancels or modifes Customer's Sales Order and/or PO for Company Services, or (iii) Company terminates this Agreement or a Sales Order and/or PO for Cause, at any time prior to Delivery of the Equipment, Customer will be subject to a restocking fee equal to ffteen percent (15%) of the Project Price (as defined in the applicable Sales Order and/or PO) due and payable immediately. Company will not accept the Equipment for return except pursuant t0 this section. All purchases hereunder are final. 9.4.2 Upon termination, Company shall have the right to exercise one or more of the following remedies set forth below, in addition to any other remedies Company may exercise, in law or equity. Company may (i) recover from Customer all amounts due and unpaid (including any and all restocking fees), or (ii) repossess the Equipment and any equipment to which Company or its assignee holds title. 10. Maintenance Services. In addition to the terms and conditions of this Agreement, [he following terms and conditions shall apply only to the purchase of Maintenance Services under this Agreement: 10.1 Maintenance Order Term. The term of each Maintenance Order (each a "Maintenance Order Term") shall commence On the date specified therein and cover a period of one (1) year (each a "Contract Yeal'), unless a period other than one (1) year is expressly specified in the applicable Maintenance Order. After the expiration of the initial Maintenance Order Term, the Maintenance Order Term shall automatically renew from year-to-year, unless terminated by either party with at least thirty (30) days written notice before the expiration of the then current Maintenance Order Term. The rate for each year may increase no more than fve percent (5%) than the previous year, or any other rate specified by Company in writing or by invoice insert. 10.2 Limited Warranty: 10.2.1 During the term of this Agreement, Company warrants that the CPE will have been installed and maintained in a good and workmanlike manner subject to the limitations set forth in Section 10.2.2 below. 10.2.2 The limited warranty described herein does not include efforts to remedy, repair or replace as a result of: (i) accident or neglect; (ii) problems relating to or residing in other hardware, software or services with which the CPE is used; (iii) use of the CPE in an environment, in a manner or for a purpose for which it was not designed: (iv) problems relating to or residing in the power supply or other circuitry, except as provided by Company; (v) installation, modifcation, alteration or repair of the CPE or Software by anyone other than SHARED TECHNOLOGIES CONFIDENTIAL 4 Master Purchase and Maintenance Agmt clean 060707 Shared Technologies, the Shared Technologies name and logo are trademarks of Shared Technologies Inc. All rights reserved. Company or the manufacturer; and (vi) problems with the unstable condition of the CPE due to age or obsolescence. The Company disclaims any liability, following removal, relocation and reinstallation, for the non-operation or degradation in performance of the CPE deemed by Company to be in unstable condition. 10.3 Early Termination of Maintenance Order: I((a) Customer terminates this Agreement or a Maintenance Order for reasons other than Cause, or (b) Company terminates this Agreement far Cause, then Customer will pay, within thirty (30) days after such terminaton: (i) all accrued but unpaid charges insured through the date of such termination, plus (ii) an amount equal to one hundred percent (100%) of fhe Total Monthly Recurring Charges (as defined in the applicable Maintenance Order and/or PO) for the Maintenance Services provided hereunder for each month remaining in the unexpired portion of the Contract Year (as defined in the Maintenance Order) of the applipble Maintenance Order Tern ("Early Termination Fee") terminated pursuant to this Section 10.3. 10.4 Comoanv Responsibilities: 10.4.1 Company shall maintain the items of CPE purchased independently by Customer, as set forth in the applicable Maintenance Order and/or PO. Customer hereby grants Company the exclusive right to maintain such CPE during the term of this Agreement. 10.4.2 Company shall provide, on a commercially reasonable basis, maintenance service on the CPE, as more fully described in Section 10.4.3 ("Maintenance Service"). In performing its maintenance Obligation, Company may, in its discretion, seek and obtain the assistance of contractors or the vendors or manufacturers of the CPE maintained hereunder. 10.4.3 Maintenance Service, as defined herein, includes the following: 10.4.3.1 Use commercially reasonable efforts to isolate any problems with the CPE and to provide service within the hours set forth in the applicable Maintenance Order and/or PO following receipt of Customer's notification or Company being made aware that the CPE is inoperative. 10.4.3.2 Investigate trouble reports initiated by Customer and repair or replace, at Company's sole discretion, any of the CPE that fails to meet the manufacturer's published operating specifications for the CPE during the term of this Agreement. 10.4.4 Maintenance Service shall not include or apply to the following: 10.4.4.1 Electrical work external to the CPE or otherwise considered "in-house wiring". 10.4.4.2 Repair or replacement of failed equipment caused by factors outside of the CPE, such as fre, accident, misuse, vandalism, water, lightning, or failure of Customer's Installation Site to conform to manufacturer specifications. 10.4.4.3 Use of the CPE for other than the intended purpose. 10.4.4.4 Repair of damage caused by the maintenance or repairs performed by a person other than a Company employee or person authorized by Company. 10.4.4.5 Supplies, accessories, painting, or refurbishing of the CPE. 10.4.4.6 Relocation, additions, or removal of Equipment, parts, or features not furnished by Company or use of the CPE with other equipment that (ails to conform to manufacturer specifcations. 10.4.4.7 Power or back-up power to or from the CPE, unless oihenvise agreed by the parties in the applicable Maintenance Order. 10.4.4.6 Configuration of software associated with the CPE, unless expressly stated on the Company accepted Maintenance Order. 10.4.4.9 Any network "telco" issues, including without limitation customer network issues (e.g. LAN/WAN). 10.4.4.10 Repair of damage caused by problems relating to or residing in the power supply or other circuitry. 10.4.4.11 Any labor or material costs for or necessitated by Equipment replacement or the time and expense incurred to procure parts, modules, subassemblies, boards, components, software, and related material, when the Company determines that, due to Equipment's age or obsolescence, repair or replacement parts are not readily available, or the Equipment is beyond repair. In the event Customer requests Company to perform any one or more of the activities identifed in this Section 10.4.4 and Company agrees to do so, which will be reflected in a CCA or Maintenance Order, signed by both parties, Customer will pay Company the hourly labor MAC Rates set forth in the applicable Maintenance Order or CCA plus any additional charges for parts/materials and travel charges. Company and its subcontractors will not be responsible or liable for Customer's failure to adequately duplicate or document files or for data or fles lost during the course of performance of services hereunder. 10.5 Site Event Buffer (SEBI: Customer may purchase from Company, at the price identifed in the applicable Sales Order, a new SEB device for use in monitoring of the Customer's telecommunications system related alarms. 11. Miscellaneous. 11.1 Subcontracting. Company may subcontract any or all of the work to be performed by and under the terms and conditions of this Agreement. Company will be responsible for the work of such subcontractors and for the fulfilment of the terms and conditions of the Agreement. 11.2 Notices. 11.2.1 Any notices or other communication required to be given to the other party under this Agreement will be given in writing and either (i) delivered in person, (ii) sent by overnight courier service, properly addressed and prepaid, or (iii) sent by United States Postal Service certified or registered mail, return receipt requested, properly addressed and with the correct postage. 11.2.2 Notices to Customer are to be sent to the address set forth on the frst page of this Agreement. Notices to Company are to be sent as follows: Shared Technologies Inc., 1405 S. Belt Line Road, Suite 100, Coppell, TX 75019, Attn: Contract Administration. 11.2.3 Notices will be deemed delivered and effective (i) the day of delivery if in person, (ii) the day of delivery if sent by courier service or (iii) three (3) business days after the date of mailing. Addresses may be Changed by giving written notice in accordance with this Section 11.2. 11.3 Toll Fraud Disclaimer. Company makes no representation or warranty that the equipment is technically immune from or prevents fraudulent intrusions into and/or unauthorized use of the Equipment (including any interconnection to a long distance network). 11.4 Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of fhe State of Florida without regard to its choice or conflicts of law principles. 11.5 Independent Contractor Status. Company's relationship to Customer in the performance of this Agreement is that of an independent contractor. Nothing contained in this Agreement shall be deemed or construed as creating a partnership, joint venture or fduciary relationship between Company and Customer. 71.6 Export and Lepal Compliance. 11.6.1. Customer acknowledges that certain equipment, software and technical data, which may be provided hereunder, may be SHARED TECHNOLOGIES CONFIDENTIAL 5 Master Purchase and Maintenance Agmt clean 080707 Shared Technologies, fhe Shared Technologies name antl logo are trademarks o/Shared Technologies Inc. All rights reserved. subject to export and re-export controls under the U.S. Export Administration Regulations and/or similar regulations of the U.S. or any other country. Customer shall not export or re-export any such equipment, software, technical data or any direct product thereof in violation of any such laws. 11.6.2. Customer shall comply with all laws and regulations, including but not limited to import and customs laws and regulations. 11.7 Liens and Encumbrances. Until the Equipment is paid for in full by Customer to Company, Customer agrees to keep the Equipment free and clear of any and all claims, liens, security interests and other encumbrances, except as required by Company herein. Any act by the Customer to create a claim, lien, security interest or encumbrance upon the Equipment until such time as Customer has paid to Company the total Project Price for any and all equipment purchased hereunder shall be void. 11.8 Survival. The rights and responsibilities of the parties hereto under the provisions, which by their nature extend beyond any such expiration or termination, shall survive expiration or earlier termination of this Agreement. 11.9 Assignment. Neither party may assign this Agreement or any of its rights hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed; provided that Company may assign this Agreement, in whole or in part, or any of i4s rights hereunder to an affliate or successor without the written consent of or notification to Customer. 11.10 Use of Service Marks. Trademarks and Name. Neither Company nor Customer shall: (i) use any service mark or trademark of the other party; or (ii) refer to the other party in connection with any advertising, promotioq press release or publication unless it obtains the other parlys prior written approval. Under no circumstance shall a party, a5 a result of this Agreement, obtain any ownership interest or other right in any patents, pending patents applications, trade secrets, copyrights, names, trademarks, Vadenames, servicemarks, logos or other intellectual property rights. 11.11 Modifications: Invalidity: Waiver. Except as otherwise provided herein, modification or amendment to this Agreement shall not be valid or effective unless in writing and signed by both parties hereto. The invalidity or non-enforceability of any particular provision of this Agreement shall not affect the other provisions, which shall be valid and enforceable to the fullest extent permitted by law. No waiver of any of the provisions of this Agreement shall be binding unless it is in writing and signed by the party granting the waiver. No waiver shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, and no waiver shall be deemed, or shall constitute, a continuing waiver. 11.12 Entire Agreement. This Agreement and Company accepted Sales Order(s), Maintenance Order(s), PO's, and/or other forms supplied by Company constitute the entire understanding between the parties concerning the subject matter hereof. No prior or contemporaneous representations, expressions, or agreements, either written or oral, or any handwritten modifications, any course of dealing, usage of trade or course of performance under this or other agreements shall alter the terms of this Agreement. 11.73 Signature Authorization. The parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of their authorized representatives below. Each party represents and warrants to the other that the signatory identifed beneath its name has full authority to execute this Agreement on its behalf. Acceptance Shared Technologies I ., on behalf of itself and its U. S. based subsidiaries, affiliates and successors (collectively referred to herein as "Company"), Authorized Signature ~~d3~o 7 ~-r~- Date ~" ~ ~ ,fin .~ Typed or Printed Name ~~02 Date ~°~~ ~ ~ ~. Typed o_ r~ame ,L7or c'e'~c.~ ~o~-i~~ t+i;;,>,', ~~/~~'E ~lb~LIL ,, ,,.,, , • ~,.. SHARED TECHNOLOGIES CONFIDENTIAL 6 Master Purchase and Maintenance Agmt_clean_0e0707 Shared Technologies, the Shared Technologies name and logo are trademarks o! Shared Technologies Inc. All rights reservetl. ~C`S~HRREO ~~~y/ TECHf1O4OG1E5e 1. (a) Customer Premises: SALES ORDER The Village of North Palm Beach Customer Name 560 US Highway 1, North Palm Beach, FL 33408 Street Address City State Zip -Michael Applegate- IS Manager- _561-841-3356_ Contact Name and Title (Customer Contact) Contact Phone (b) Customer Billing Address (if different from above): Street Address City State Zip Contact Name and Title (Customer Contact) Contact Phone Contact Fax 2. Anticipated Cutover Date (For Company ordering purposes only; Company will not be responsible for failing to meet this objective): 11/01/07 3. Equipment Purchased: 150223 PN-SDLCP 150538 NEAX 20001PS DOCUMENTATION CD 150609 CCIS Link(I) Software Key 151004 RS-NORM-4S CABLE-A 151029 MAT CA-T 151301 INl' BATTERY 151373 HANGER ASSEM (UL) 151492 PZ-MGOG-A 153063 UNIV IPS BASIC SYSTEM PKG 153123 SPN-DTA(CCT)-D (AP) 153441 NEAX 20001PS SOFTWARE (GD) 150469 CCWX-B MIS 10 AGT PKG. 150709 CCWX-B ACD (10 AGENT) SW ONLY 188346 DTERM SERIES i/DTERM IP TEL. U.G.(1Opk) 770431 DESI NAME LABEL FOR WINDOWS SOFTWARE 780048 DTR-16D-2 (BK) 780421 DESI DT(x)-IGD-I/IT(x}I6D-2/3(MG)(25PK) 150223 PN-SDLCP 150538 NEAX 20001PS DOCUMENTATION CD 150609 CCIS Link(1) Sofware Key 151373 HANGER ASSEM (UI-) 151492 PZ-M606-A 153063 UNIV IPS BASIC SYSTEM PKG 153123 SPN-DTA(CCT)-B (AI') 153441 NEAX 2000 IPS SOFTWARE (CD) 18834E DTERM SERIES i/DTERM IP TEL. U.G.(IOpk) 770431 DESI NAME LABEL FOR WINDOWS SOFTWARE 780048 DTR-IGD-2 (BK) 780421 DESI DT(x)-I6D-I/IT(s)-IGD-2/3(MG)(25PK) 150113 PN-8COTS SHARED TECHNOLOGIES CONFIDENTIAL 1 Sales Order 051407 Shared Technologies, the Shared Technologies name and logo are trademarks o/ Shared Technologies Inc. All rights reserved. 150223 PN-8DLCP 150538 NEAX 20001PS DOCUMENTATION CD 150610 CCIS Link(4) SoRware Key 150629 LT-64 PORT 151004 RS-NORM-4S CABLE-A 151008 PWR CABLE-A 151013 48-TW-0.7 CONN CABLE 151029 MAT CA-T 151220 PN-4LLCB 151289 PN-SRSTG 151301 INT BATTERY 151340 FERRITE CORE 151373 HANGER ASSEM (UL) 151409 PN-CPIS 151487 PZ-P W 122 151492 PZ-M606-A 153018 IPS UNIV PIMMJ (UA) 153063 UNIV IPS BASIC SYSTEM PKG 153114 PN-SLCAK 153123 SPN-DTA(CCT}B (AP) 153188 IM-I6LX, 4 PORT, 490 HOURS IS3221 PN-4RSTF-A 153441 NEAX 20001PS SOFTWARE (GD) 153528 UNIV IPS SYSTEM "I'IZACKING 153529 UNIV IPS MIGRATION (RACKING 153900 UNIVERGB IPS 3P30 PROMO BUNDLE 0161107 IM-161_X S/W LICENSE, 4 "1'O 8 PORT. 0161141 IM-I6LX QUICK REFERENCE (25) 0161142 IM-I6LX INSTALL GUIDE 390911 MA4000 MANAGEMENT SW PKG 390914 MA4000 MSDE DB OPTION 390921 MA4000 IPS MANAGI3R OPTION 390922 MA40001PS EXT LIC (I) 390938 MA4000 VOICE MAIL OPTION 390939 MA4000 VOICE MAIL EXT LIC (I) 391950 MA4000 IPS EXT LIC (100) 391961 MA4 90 DAY TRIAL PROMO 188346 Dl'ERM SERIES i/DTERM IP TEL. U.G.(IOpk) 770431 DES( NAME LABEI_FOR WINDOWS SOFTWARE 780048 DTR-16D-2 (BK) 780052 DTR-I6LD-2 (BK) 780421 DES(DT(x)-IGD-I/IT(x)-16U-2/3(MG)(25PK) 780441 DES( DT(X)16LD-1/IT(R)-16LD-3(MS)(25 PK) 153256 SPN-DTA (PRT)-A (AP) 1203022LI ACE CSU 5504-14 4/24L3 SOLID STRAIGIiT WIRE G25A28NK-2 Surface Moun[ Jack 8C8P RJ48X Non-Keyed SHARED TECHNOLOGIES CONFIDENTIAL 2 Sales Order 051407 Shared Technologies, the Shared Technologies name and logo are trademarks o/Shared Technologies Inc. All rights reserved. 4. Additional Conditions: 5. Project Price: 5.1 Proiect Price: Project Price $69,801.04 ("Project Price'). Company will invoice Customer and Customer agrees to pay to Company the Project Price as set forth below and in accordance with the terms and conditions set forth in the Agreement. (a) 25 % of the Project Price upon execution of the Agreement; and (b) 65 % of the Project Price at Delivery as invoiced by Company in accordance with the Agreement; and (c) 10% of the Project Price at Cutover as invoiced by Company in accordance with the Agreement. 5.2 Delivery: In the event Customer requests Company to delay delivery of the Equipment, Customer agrees to pay Company the milestone payment identified in Section 5.1 (b) above on the initial delivery date mutually agreed to by the parties. 5.3 Lease Oution: Customer may enter into an agreement with a leasing company or financial institution acceptable to Company for the leasing or other financing of the equipment comprising of the Equipment. Notwithstanding such arrangement, Customer shall continue to be responsible for the compliance with the payment provisions set forth in this Agreement. 6. Hours of Service During The First Year Warranty Period; Company Observed Holidays: 6.1 During the First Year Warranty Period, Company will use commercially reasonable efforts to respond to Major Failures (as hereinafter defined) within two (2) Business Hours (as hereinafter defned) following notifcation by Customer Contact and within twenty-four (24) hours (excluding weekends and Company observed holidays) of notification by Customer Contact for all other failures. Response by Company outside of Business Hours will be billed at the hourly MAC Rates set forth in Section 7 below. "Business Hours" means the hours between 8:00 A. M. to 5:00 P. M. Monday through Friday (8 hours aday/5 days a week), PLUS, FOR MAJOR FAILURES ONLY 5:01 P.M. to 7:59 A.M. Monday through Friday and all day Saturday and Sunday', and Company observed Holidays'. Timeframes are based on local time at Service Location. "Major Failure" means (i) the Equipment cannot make or receive any voice or data call; (ii) any of the attendant consoles cannot make or receive any voice or data calls; (iii) twenty percent (20°/) or more of either the trunks or stations are inoperable; (iv) any of the T1 trunks are inoperable; or (v) any Additional Conditions specified above. 'Company will use commercially reasonable efforts to respond to Customer Contact notifications regarding Major Failures within the limeframes specified in Section 6.1 above. 6.2 Company observed holidays are (i) Company observed holidays in all states except New York and New Jersey are: • New Year's Day Thanksgiving Day • Martin Luther King Day . Day after Thanksgiving • Memorial Day Chris6nas Eve • Independence Day • Christmas Day • Labor Day (ii) Company observed holidays in New Jersey are: • New Year's Day • Martin Luther King Day • Presidents Day • Memorial Day • Independence Day • Labor Day • Election Day • Veterans Day • Thanksgiving Day • Christmas Day (iii) Company observed holidays in New York are: • New Year's Day • Martin Luther King Day • Presidents Day • Memorial Day • Independence Day • Labor Day • Columbus Day • Election Day • Thanksgiving Day • Day after Thanksgiving Day • Christmas Day 6.3 Customer Contact shall report any Equipment failures to Company immediately by calling the Shared Technologies National Response Center at 1-800-526-7006. If Customer is a National Account (as determined by Company), Customer shall report any Equipment failures to Company immediately by calling 1-800-267-7283. 7. Labor Rates for Moves, Adds and Changes (MAC): 7.1 In the event Customer desires to move, add or change the configuration of Customer's Equipment, Customer agrees to pay to Company (i) charges for all materials/parts needed to accomplish the work requested, (ii) labor charges for the work required to complete the SHARED TECHNOLOGIES CONFIDENTIAL 3 Sales Order 051407 Shared Technologies, the Shared Technologies name and logo are trademarks o/Shared Technologies Inc. All rights reserved. requested move, add, or change, at Company's hourly rate as set forth below, and (iii) Company's travel charges incurred with the requested move, add, or change, at Company's hourly rate as set forth below, 7.2 Labor Rates: (il For all cities other than identified in this Section 7 2(ii1: Standard Labor Rate Monday-Friday, 8:00 am-5:00 pm $95.00/hr Overtime Labor Rate Monday-Friday, 5:01 pm-7: 59 am, All day Saturday $142.50/hr (2 hour minimum) Overtime Labor Rate Sunday and Company Holidays $190.00/hr (4 hour minimum) (ii) For New York City and New Jersey: New York Citv and its five IS) 8orouohs: Standard Labor Rate Monday-Friday, 8:00 am-3: 30 pm $145.00/hr Overtime Labor Rate Monday-Friday, 3:31 pm-7: 59 am, All day Saturday $217.50/hr (4 hour minimum) Overtime Labor Rate Sunday and Company Holidays $290.00/hr (4 hour minimum) New Jersev: Standard Labor Rate Monday-Friday, 8:00 amp: 30 pm $105.00/hr Overtime Labor Rate Monday-Friday, 4:31 pm-7: 59 am, All day Saturday $157.50/hr (2 hour minimum) Overtime Labor Rate Sunday and Company Holidays $210.00/hr (4 hour minimum) 7.3 Labor Rates are subject to periodic change by Company, unless otherwise specified in the Agreement. Any change in labor rates may be delivered via invoice insert. MaterialslParts will be billed at current list prices at the time such materials/parts are purchased. Customer agrees to pay to Company the MAC Charges identifed in this Section 7 for any MAC work performed in accordance with the terms and conditions set forth in the Agreement. 8. Equipment Manufacturer Software Licensing Agreement: The applicable software licensing agreement(s) (individually or collectively the "License") related to the Equipment are attached hereto as Exhibit A and incorporated herein as part of the Agreement. Customer agrees to sign the License. The License is between the Equipment manufacturer and Customer, if applicable, and no changes to or handwritten modifications to the License are acceptable and/or valid. The Company volt return to Customer any License that has been changed or if Customer has made handwritten modifcations. This Sales Order is subject to all terms and conditions of the Purchase Agreement; Sales Agreement; Master Purchase and Maintenance Agreement; Master Sales & Maintenance Agreement; or Master Services Agreement in effect as of the date hereof between Company and/or its U.S.-based subsidiaries, affiliates, and/or successors and Customer. This Sales Order and the applicable Agreement in place between Company and/or its U.S.-based subsidiaries, affiliates, and/or successors and Customer will be considered as one agreement. Customer ACknawledgemenC ,G~ ` ~~~ Name! ,Ei~LU.d~CGt~/!// • .cii /~.5~ A /, ~, Title: ~~~/''7 ~~- -7 Date: ~ /~ ~~/~ Shared Technologies Acceptance: ~ ~ Date: ~ ~ /® SHARED TECHNOLOGIES CONFIDENTIAL 4 Sales Order 051407 Shared Technologies, the Shared Technologies name and /09o are tratlemarks o/Shared Technologies Inc. All rights reserved. EXHIBIT A TO SALES ORDER Software Licensing Agreements To Shared Technologies Account Representative: attach a copy of applicable software licensing agreement(s) related to Equipment listed on the Sales Order and have Customer sign [he software licensing agreement(s). SHARED TECHNOLOGIES CONFIDENTIAL 5 Sales Order 051407 Shared Technologies, the Shared Technologies name and logo are trademarks o/Shared Technologies Inc. All rights reserved.