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MAINTENANCE AGREEMENT

Contract #

Customer Name:

Address:

City, State, Zip:

THIS MAINTENANCE AGREEMENT (the "Agreement") expresses the entire understanding between DownTown Computer Services, Inc. successive periods equal to the initial Maintenance Term set forth in such Schedule A at the charges in effect at the time of renewal. The Maintenance Commencement Date and Maintenance Term with respect to any item of Covered Equipment shall be such dates set forth on the Schedule A identifying such Covered Equipment.

2. MAINTENANCE SERVICE

DownTown agrees to provide maintenance service per the manufacturer's specifications in order to keep the Covered Equipment identified on any Schedule A functionally operational to manufacturer's diagnostics. Maintenance service includes remedial and preventive maintenance recommended by the manufacturer as well as replacement parts required by products covered under this Agreement of Covered Equipment under normal operating conditions. Maintenance parts may be new or reconditioned to perform as new. All maintenance parts will be furnished on an exchange basis, and exchanged parts will become the property of DownTown. All maintenance will be performed by DownTown employees or subcontractors of DownTown. ("DownTown") and the above-named customer ("Customer"). Included as a part of this Agreement is one or more Maintenance Agreement Schedule A's ("Schedule A") referencing this Agreement.

1. CONTRACT TERM

(a) This Agreement shall commence with respect to any equipment described on any Schedule A ("Covered Equipment") on the Maintenance Commencement Date referenced in such Schedule A and shall remain in effect with respect to such Covered Equipment for the Maintenance Terms set forth therein. Thereafter, unless terminated by either party upon sixty (60) days' written notice prior to the expiration of the initial Maintenance Term or any extended Maintenance Term, the Maintenance Term with respect to any Covered Equipment shall be renewed for.

(b) Any maintenance services performed by DownTown on covered Equipment as a result of the repair of such Covered Equipment by other than DownTown personnel shall be billable to the Customer at DownTown's then current time and materials rates.

3. ADDITION AND REMOVAL OF COVERED EQUIPMENT

(a) Covered Equipment may be added to this Agreement with thirty (30) days' prior written notice to DownTown and the execution by both DownTown and Customer of a Schedule A to this Agreement.

(b) Individual items of Covered Equipment may be withdrawn from this Agreement with thirty (30) days' prior written notice to DownTown, provided the Covered Equipment is no longer in service to the Customer.

(c) Notwithstanding the foregoing, if any Covered Equipment has not been under warranty, has not been under continuous maintenance coverage by the original equipment manufacturer, or has not been certified as eligible for maintenance by the equipment manufacturer, DownTown will maintain that Covered Equipment under this Agreement only after a DownTown representative has inspected it, and if necessary upon Customer approval, restore it to proper working order. DownTown further reserves the right, at its own expense, to inspect all Covered Equipment to be maintained under this Agreement, whether or not the Covered Equipment is accompanied by a maintenance letter of certification.

4. HOURS OF COVERAGE

DownTown service hours for this Agreement are specified on Schedule A. Work performed outside of these normal hours of coverage and on holidays as observed by the Customer will be subject to DownTown's current time and materials rate, unless otherwise agreed upon by both parties in writing.

5. CHARGES AND BILLING

(a) Customer agrees to pay to DownTown the monthly maintenance charges specified on Schedule A. DownTown agrees that during the first year of the initial Maintenance Term with respect to any item of Covered Equipment it will not increase the monthly maintenance charges. Any work performed by DownTown at the Customer's request on equipment that is not Covered Equipment under this Agreement will be billed at DownTown's then current rate for time and materials.

(b) Following the first year of any initial Maintenance Term specified on Schedule A, the maintenance charges specified on Schedule A may be subject to change by DownTown upon thirty (30) days’ written notice prior to the effective date of any rate change.

(c) Payment must be made in full upon receipt of invoice. Customer agrees to pay any taxes in connection with the maintenance services performed hereunder.

6. LIMITATIONS OR LIABILITY

(a) DownTown will in no event be liable for lost profits, lost savings or other incidental or consequential damages even if DownTown has been advised of the possibility of such damages, or for any claim against the customer by any other party.

(b) Customer is responsible for ensuring that all of its data and program files are adequately duplicated and documented. DownTown will not be liable for Customer’s failure to do so, nor for the cost of reconstructing data stored on disc files, tapes, memories, etc., lost during the course of performance of maintenance service.

7. CUSTOMER RESPONSIBILITIES

(a) (I) notify DownTown when Covered Equipment fails;

(ii) allow maintenance personnel timely access to failed Covered Equipment;

(iii) furnish necessary facilities (power, light, access to telephone, etc.);

(iv) maintain site environment consistent with Covered Equipment specifications;

(v) establish and maintain recovery and data protection procedures as Customer considers necessary;

(vi) replace consumable items.

(b) Customer agrees not to attempt repair or make alterations to the Covered Equipment without the written consent of DownTown.

8. FORCE MAJEURE

DownTown will not be responsible to perform maintenance caused by accidents such as fire, flood, water, wind, lightning, power surges or negligence on the Customer’s part, or repair of Covered Equipment that has been deemed obsolete or discontinued by the OEM, or unrepairable.

9. EQUIPMENT RELOCATION

Customer agrees to notify DownTown of any relocation of Covered Equipment within (30) days of move.

10. TERMINATION

a) Either party may give the other written notice of termination of this Agreement at least sixty (60) days prior to the expiration of any initial Maintenance Term or any extended Maintenance Term of this Agreement with respect to any item or items of Covered Equipment.

b) If DownTown fails to perform or observe any material term or condition of this Agreement and such failure continues for sixty (60) days after DownTown’s receipt of written notice, Customer may terminate without penalty.

c) If Customer fails to pay any charge when due and such payment is not received by DownTown within fifteen (15) days after receipt of written notice to Customer or if Customer fails to maintain or observe any other material term or condition of this Agreement and such failure continues for thirty (30) days after receipt of written notice, Customer shall be in default and DownTown may, without further notice, terminate its obligations under this Agreement. Customer shall remain liable to DownTown for any applicable charge.

11. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other party. DownTown may assign this Agreement to a present or future affiliate, subsidiary, parent, or successor or may assign its right to receive payment.

12. HIRING CONSENT CLAUSE

Customer agrees not to hire employees from DownTown during the term of this Agreement and for a period of one (2) year afterwards without the written consent of DownTown.

13. GENERAL

a) This Agreement shall be governed and construed in accordance with the laws of the State of Florida.

b) Any portion of this Agreement which shall be found to be invalid shall not affect the remainder of this Agreement.

c) Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by an authorized representative of both parties.

d) If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a waiver of any right or remedy with respect to any other breach or failure by the other party.

e) The section headings in this Agreement are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

f) Any legal action Customer may bring against DownTown must begin within one (1) year after the cause of action arises.

14. ENTIRE AGREEMENT

This is the entire agreement between the parties with respect to the services provided hereunder and supersedes all prior written agreements, proposals, communications between the parties and understandings, whether written or oral.

ACCEPTED BY: AGREED TO:

DOWNTOWN COMPUTER SERVICES, INC.
Customer

By: By:

Name (Type or Print) Name (Type or Print)

Title: Title:

Date: Date: