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<br />ATTACHMENT A
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<br />I, PRICE; PAYMENT; TAXES. - Customer agrees to pay the unit price of each item of
<br />hardware or software (collectively "Products') or service described in this Sales Agreement
<br />("Agreement") or on an invoice, together willi any other itemized charges, fees arxI costs (tbe
<br />"Price') The currency to be used for payment of the Price is the United States Dollar. Except
<br />for breach by NACR. tennination of this Agreemert shall not affect Customer's obligation to
<br />pay lite Price
<br />Interest on any past due obligation sha1l accrne at the rate of one and one-half percent
<br />(I WYo) per mooth or at the maximum mte allowed by law. All prices are exclusive of applicable
<br />ta""s or other charges Imposed by law and are F.O.B. Customer's site.
<br />2. TITLE; RISK OF LOSS; SECURITY INTEREST; REMEDIES UPON DEFAULT,
<br />- Title to and ownershíp of each Product sold pursuant to the terms and provisiOI1S of thís
<br />Agreement shan remain in NACR until payment is made in tiùl, including any additional
<br />charges provided for herein. Risk ofloss to the Products shall pass to Customer upon delivery.
<br />NACR reserves a purchase mooey security interest in and to the Products, together with
<br />the cost of any services related thereto, sold bereundei as security for performance of the
<br />CllStomer's obligatioos and may file the Agreement, together with any attachments thereto
<br />providing a description thereof; as notice of such interest. CllStomer appoints NACR as its agent
<br />to sign and file a financing statement to perfect NACR's security interest.
<br />In the event that Customer fails to pay according to the tenns and provisions of thís
<br />Agreement or an invoice. or fails to perform any of its obligations pursuant to the tenns and
<br />provisioos of this Agreement, NACR at its option may do any or all of the following: (i) upon
<br />notice to Customer, teiminate this Agreement or any other agreement be1ween NACR and
<br />Customer; (íí) regardless ofwbether tlris Agreement is terminated, suspend further perfonnarlC<
<br />under thís Agreement and any other agreement be1ween NACR arxI Customer; and (ill) retain all
<br />or a poction of the security deposit, if any, previously paid by Customer as an offset to
<br />Customer's lia1:i1ity for such default. Customer sha1l in any event remain fully liable for
<br />damages resulting úom Customer's breach, including, but not limited to, all costs and expenses
<br />incurred by NACR on accOWlt of sneh breach, including costs of arbitration and reasonable
<br />attorneys' fees. The rights afforded NACR hereunder sha1l not be deemed to be exclusive but,
<br />instead, ,hall be in addition to anyriglús orrcmedie, provided by law.
<br />3 WARRANTIES; DISCLAIMERS. - NACR represents and wanants that upoo the sale
<br />of a Product to Customer, NACR will be the lawtiù owner thereof; úee arxI clear of any liens
<br />and encwnbrances (other than those that may arise under the terms and provisiOI1S of tlris
<br />Agreement), and NACR has the full right, power, and authority to sell, deliver, or provide the
<br />Product to Customer.
<br />NACR wanants the Products to the same extent arxI tenn as those offered by the original
<br />equipment II1<UU1facturer. Products sold under the terms arxI provisioI15 of this Agreement are
<br />wananted to be free úom defects in material and worlcrnanshíp for a period of one year from the
<br />date of installation for NACR-insta1led Products or ooe year from the date of delivery for
<br />Customer-iI15ta1led Products. Certain Prodnets, including specialized software Prodnets, may be
<br />subject to a ninety (9<1) day warranty. All Products sold under the terms arxI provisioI15 of this
<br />Agreement are warranted to operate in accordance with the standard specifications or
<br />docwnentation accompanying each Product. If a Product fails to operate during the warranty
<br />period, Customer sha1l promptly notify NACR in writing of any warranty claim in sufficient
<br />detail to describe both the problem and its symptoms. NACR, at its option, will replace or
<br />repair the Product without charge. Avaya requires that dealer warranty statements contain the
<br />following notice: Products may contain remanufactured parts that are equivalent to new in
<br />performance and appearance.
<br />Neither thís warranty nor pœt-wananty maintenance service covers repair for damages to
<br />Products or Product components or malfimctions caused by (i) misuse, neglect, power failures or
<br />surges. lighming, fire. flood, or aCCIdent; (ii) use of products or facilities supplied by others; (jji)
<br />failure to follow installation, operation or maintenance instroctions, or failure to permit remote
<br />access; or (iv) force majeure conditions specified in Section 7.
<br />THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY
<br />AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
<br />PURPOSE, EACH OF WHICH NACR DISCLAIMS AND ARE EXCLUDED. NACR SHALL
<br />NOT BE LIABLE FOR DAMAGES, INCLUDING SPECIAL AND INCIDENTAL OR
<br />CONSEQUENflAL DAMAGES, NETWORK DOWNTIME, INTERRUPTION OF
<br />BUSINESS ARISING OUT OF OR IN CONNECfION WITH PERFORMANCE OF THE
<br />PRODUCTS OR USE BY CUSTOMER. NACR DOES NOT WARRANT ERROR-FREE
<br />OPERATION OF THE PRODUCfS OR SERVICES PROVIDED HEREIN. NACR MAKES
<br />NO EXPRESS WARRANTY THAT THE PRODUCfS ARE IMMUNE FROM OR WILL
<br />PREVENT EITHER FRAUDULENT INTRUSION OR UNAUTHORIZED USE. NACR
<br />WILL NOT BE RESPONSIBLE FOR UNAUTHORIZED USE (OR CHARGES FOR SUCH
<br />USE) OF COMMON CARRJER TELECOMMUNICATIONS SERVICES OR FACILITIES
<br />ACCESSED THROUGH OR CONNECfED TO THE PRODUCfS (TOLL FRAUD)
<br />UNLESS OTHERWISE AGREED IN THIS AGREEMENT, CUSTOMER IS SOLELY
<br />RESPONSIßLE FOR ENSURJNG THAT CUSTOMER'S NETWORKS AND SYSTEMS
<br />ARE ADEQUATELY SECURED AGAINST UNAUTHORJZED INTRUSION.
<br />If the Products are to be used either 00 or to sopport Telephooy over TransmiSSloo
<br />Control Protocoilintemet Protocol (TCP/IP) facilities, NACR requires that a ne1work assessment
<br />be performed prior to insta1latioo to determine network performance, reliability, arxI security.
<br />Even when the Products perform as warranted, Customer may still experience certain
<br />compromises in performance, reliability, and security. CUSTOMER ACKNOWLEDGES
<br />THAT CUSTOMER IS AWARE OF THESE RJSKS AND CUSTOMER HAS DETERMINED
<br />THAT THEY ARE ACCEPTABLE FOR CUSTOMER'S APPLICATION OF THE
<br />PRODUCTS. In the event that Customer refuses to authorize a pre-iœtallation ne1work
<br />assessment and performance problems are encountered arxI determined to be associated with
<br />network performance, reliability, or security issues, Customer sha1l be solely responsible for an
<br />costs associated with post-insta1lationne1work assessment and network recoofiguration.
<br />4. SERVICES AND TIMING. - Services not specifically itemized are not provided.
<br />CUSTOMER IS SOLELY RESPONSIBLE FOR SYSTEM BACK-UP PRIOR TO
<br />COMMENCEMENT OF SERVICES OR INSTALLATION OF A PRODUCf
<br />5 INDEPENDENT CONTRACTOR. - NACR shall conduct its business as an
<br />independent conlIactor with respect to Customer. NACR will, at all times, represent to third
<br />perSOflS, to the public generally, and to all govermnental bodies, including, but not limited to,
<br />federal, state, and local authorities that the business cooducted by NACR with respect to
<br />Customer is that of an independent contractor and that sneh is the sole relationshíp be1ween the
<br />parties It is expressly understood that NACR is in no way considered liIelegal representative of
<br />Customer for any purpose whatsoever with respect to this Agreement. Customer shalI deduct no
<br />income tax or other withhoIdings whatsoever úom payments due to NACR.
<br />6. CUSTOMER COOPERATION, - Customer shall cooperate tiùIy with NACR
<br />following a purchase to faciUrate performance ofNACR's obligatioœ hereunder, including the
<br />renditicm of services or installation of hardware and/or software. Customer shall dedicate such
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<br />time, personnel, and resources as may be reasonably necessary to complete the implementation
<br />or insta1latioIt Cooperation shall include the following:
<br />. Customer shall designate a coordinator at Customer's site with the knowledge and
<br />authority to make decisioœ with respect to all of Customer's operations in order for
<br />NACR to meet its obligations hereunder;
<br />Customer shall make available such data as is necessary to adequately test the Product(s)
<br />and/or service(s); and
<br />If Customer is purchasing an application software solution, Customer shall he responsible
<br />for the operation of each CPU, including hack-up, in additioo to perfoiming all program
<br />lIanslation, contacting all third-party vendors to confirm that existing hardware and
<br />software will be compatible with the new software, and processing any necessary
<br />changes.
<br />7. FORCE MAJEURE. - NACR shall not be liable for any loss, failure, or delay in
<br />furnishing a Product or service resulting úom fires, explusions, floods, storms, acts of God,
<br />governmental acts, orders or regulations, hostilities, civil disturbances. strikes, laIxx difficulties,
<br />machinery breakdowns, transportatioo cootingencies, difficulty in obtaining parts, supplies, or
<br />shipping facilities. delays of carriers, or any other cause beyood the conlIolofNACR.
<br />8. ARBITRATION, - NACR and Customer agree to submit all disputes of whatever kind
<br />or nature, whellter in law or in equity, arising out of tlris or any other agreemeot between the
<br />parties or their affiliates, to binding arl>ilIation OIùY, to be cooducted pursuant to the roles of the
<br />American Arbitration Association, such arbitratioo to be held in a location nmtually agreeable to
<br />the parties. Notwithstanding the preceding sentence, in the event that third parties are necessary
<br />to aclueve a just adjudication of the Issues, Clther party may connnence a CIvil action III a court
<br />of competent jurisdiction having jurisdiction over all such parties. The parties are entitled to
<br />limited discovery under the local roles of civil procedure for courts of general jurisdictioo. The
<br />parties firther agree that any monetary award may be reduced to judgmeot and docketed in any
<br />court of competent jurisdiction without objectioo and executioo had thereon. This provision
<br />shall survive the termination or cancellation of tl:ris Agreement. No arbitratioo or action,
<br />regardless of form, arising out of a sale of Products or services may be brought or commenced
<br />by either party more than me (I) year after the dispute, clalln, or cause of action arose.
<br />9. LIMITATION OF LIABILITY. - THE ENTIRE LIABILITY OF NACR AND
<br />CUSTOMER'S EXCLUSIVE REMEDIES FOR ANY DAMAGES CAUSED BY ANY
<br />PRODUCf DEFECf OR FAILURE, OR ARISING FROM THE PERFORMANCE OR NON-
<br />PERFORMANCE OF ANY WORK OR SERVICE. REGARDLESS OF THE FORM OF
<br />ACfION, WHETHER IN CONTRACT, TORT OR afHERWISE, SHALL BE (i) FOR
<br />FAILURE OF PRODUCfS DURJNG THE WARRANTY PERJOD, THE REMEDIES
<br />STATED IN SECfION 3; (ií) FOR DELAYS IN DELIVERY OR INSTALLATION,
<br />WHICHEVER IS APPLICABLE, NACR SHALL HAVE NO LIABILITY UNLESS THE
<br />DELIVERY OR INSTALLATION DATE IS DELAYED BY MORE THAN THIRTY (30)
<br />DAYS BY CAUSES NOT ATIRJBUTABLE TO EITHER CUSTOMER OR FORCE
<br />MAÆURE CONDITIONS STATED IN SECfION 7, IN WHlCH CASE CUSTOMER'S
<br />SOLE REMEDY SHALL BE TO CANCEL THE ORDER WITHOUT INCURRJNG
<br />CANCELLATION CHARGES AND, WITHIN THIRTY (3<1) DAYS OF SUCH
<br />CANCELLATION, RECEIVE A REFUND OF ALL MONIES PAID HEREUNDER; OR (ill)
<br />FOR NACR'S FAILURE TO PERFORM ANY afHER MATERIAL TERM OF THIS
<br />AGREEMENT, IF NACR DOES NOT CORRECf SUCH FAILURE WITHIN THIRTY (3()
<br />DAYS OF RECEIPT OF WRITTEN NOTICE ADDRESSING SUCH FAILURE,
<br />CUSTOMER'S SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT
<br />WITHOUT INCURRJNG CANCELLATION CHARGES AND, WITHIN THIRTY (3<1) DAYS
<br />OF SUCH CANCELLATION, RECEIVE A REFUND OF ALL MONIES PAID
<br />HEREUNDER. NACR SHALL IN NO CASE BE LIABLE FOR INDIRECT OR
<br />INCIDENTAL DAMAGES, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING
<br />BUT NOT LIMITED TO LOST PROFITS, SAVINGS, OR REVENUES OF ANY KIND,
<br />LOST, CORRUPTED, MISDlRECfED OR MISAPPROPRJATED DATA, CHARGES FOR
<br />COMMON CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED
<br />THROUGH OR CONNECfED TO THE PRODUCfS ("fOLL FRAUD"), REGARDLESS OF
<br />WHETHER NACR HAS BEEN ADVISED OF SUCH DAMAGES.
<br />10. MISCELLANEOUS.
<br />(a) Merger - This Agreement cOI1Stitutes the entire agreement be1ween NACR and Customer
<br />with respect to a purchase described herein, superseding all prior and contemporaneous
<br />colTespondence be1ween the parties (including, without limitation, any purchase orders
<br />submitted by Customer to NACR). No provision of this Agreement sha1l be deemed waived,
<br />amended, or modified by either party unless snch waiver, amendment, or modification is in a
<br />writing aud signed by the party against whom enforcement is songht.
<br />(b) No Assignment - This Agreement shall oot be assignable hy either party without tbe
<br />prior written consent of the other party, and any attempted assignment without such consent
<br />shall be void.
<br />(c) Nodœs- All notices hereinshalI be in writing arxI shall be delivered in person or sent by
<br />facsimile or U.S. Mail, postage prepaid, to the address of the other party as set forth in this
<br />Agreement or to such other address as a party shall designate.
<br />(d) AeImowIedgment and Autborlty . By executioo hereof; the signer hereby certifies that
<br />he/she has read this Agreement and these tenns, understands them. and agrees to all terms and
<br />provisions stated herein. In addition, NACR and Customer warrant to each other that each
<br />respective party has the full right, power, and authority to execute this Agreement.
<br />(0) Secrecy and ConfidentiaIlly - Each party covenants and agrees on behalf of itself, its
<br />officers, dilecturs, employees. 8f¥I agents .. follows: (i) all inforu..tion obtained JÌom a paIty
<br />incllKling, but not limited to, customer lists. cllStomer-sensitive information, business prdctices
<br />and operations, pricing arxI financial information, product plans and designs, and configurations
<br />and layouts is secret, proprietary, arxI coofidential; (ii) such informatioo shall neither be
<br />disclosed to others nt'r used for any unauthorized purpose; and (ili) each party shall use its best
<br />efforts to return such information to the other party upon termimtion of tlris Agreement. Tlus
<br />provision is limited to the extent that such information was in the possessioo of a party before
<br />disclosurc, becomes a matter of public record tIuoogh no fault of. party. or is rcleased by or at
<br />the direction ofa party.
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<br />NACR Term. ODd Condition. 12-01-04 Edition
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