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<br />Enterprise Management System Customer Agreement <br /> <br />Page 2 <br /> <br />(a) installation of 110 volt grounded power supply to each of the PCs, workstations, terminals, <br />routers, hubs and modems <br /> <br />(b) Standard wiring (minimum), including connection points for ttle computer equipment; <br /> <br />(3) Authorization and Security Issues. The person(s) authorized by the Customer to order new <br />Services, change existing Services or terminate Services on behalf of the Customer (and the <br />Customer's employees and affiliates) is (are) designated on Appendix E. The designated person(s) <br />may delegate the authority to order new services, change existing services, or terminate the <br />Services to other individuals within the Customer's organization. The Customer shall notify DPT <br />immediately in writing of any such changes. For purposes of this Agreement, notification by <br />facsimile shall be considered as written notification of delegation of authority followed by original <br />via mail. <br /> <br />f <br />I <br />I <br /> <br />I <br /> <br />(4) The Customer will assign and maintain security levels for the different locations and entities within <br />the Customer's organization. Implementation of such security levels shall be done by the <br />Customer. <br /> <br />(5) The Customer will establish non-disclosure and security agreements with its employees. DPT shall <br />have no liability for any breaches of such agreements by the Customer or its employees. <br /> <br />3. FEES AND PAYMENTTERMS <br /> <br />(1) DPT estimates the installation, and system start-up at the Enterprise Management System (EMS) <br />data centerto be approximately five days. <br /> <br />(2) During the Minimum Term as defined in Section 9, fees payable by the Customer will be based on <br />the number of DPT EMS Units purchased by the Customer connected to the EMS, and will be <br />calculated in accordance with Appendix A attached hereto. For purposes of this Agreement, an <br />"EMS Unit" shall mean one (1) payment station connected to the EMS. DPT agrees that the <br />foregoing fees shall be fixed during the Minimum Term and will be renegotiated upon conclusion <br />of the Minimum Term. The Customer agrees that during the Minimum Term it will pay for the <br />minimum number of EMS Units as designated in Appendix A. If contract is terminated, the <br />remaining balance of contract, based upon the Minimum Term, is immediately rayable to DPT. <br /> <br />4. TIMELY PERFORMANCE AND COOPERATION <br /> <br />DPT shall use all reasonable efforts to perform the Services in a timely manner, and the Customer shall use <br />all reasonable efforts to cooperate with DPT and fulfill its responsibilities as stated elsewhere in this <br />Agreement in connection with the provision of such Services. <br /> <br />5. INDEPENDENT CONTRACTOR STATUS <br /> <br />DPT shall perform all Services under this Agreement as an "independent contractor" and not as an agent of <br />the Customer. Nothing herein shall be construed to create any legal partnership, Joint venture, agency or <br />