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SERVICE & SUPPORT AGREEMENT

1. Date: ______________________________ Agreement Number: __________________________

2. Client Name/Department: _________________________________________________________

3. Client Address: ______________________________________________________________________

Billing Address (if different): ___________________________________________________________

Primary Contact Name: _____________________Secondary Contact: ________________________

Phone: _______________________ Ext: ________ Phone: _______________________Ext:__________

Email: ____________________________________ Email: _____________________________________

4. Supported Hardware and Software: A. Supported Network Operating Systems: Windows XP/7 Windows 2003/2008

B. Covered Equipment: Please provide a detailed list of requested equipment to be covered under this agreement in the space below. (Equipment requested for coverage is subject to approval by CDS Technical Services Division Manager.)

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___________________________________________________________________________________ (Please attach additional sheets if necessary) 5. Purpose CDS Office Technologies (CDS), an Illinois corporation with offices in Springfield, IL, Peoria, IL, Bloomington, IL, Champaign, IL, Chicago, IL, Marion, IL and St. Louis, MO will provide the Client with

maintenance service and support as described in Section 4. Services will be provided via remote connection, telephone or on-site per Agreement stated above, upon acceptance by CDS, in accordance with the terms and conditions of the Service and Support Agreement.

6. Services Provided CDS will provide service, training or support for all listed hardware and software included in Section 4.

The Time Block charges shall cover the cost of travel one-way and labor for this service, excluding all parts. CDS will invoice separately for any parts utilized under this agreement. Exchanged parts removed from equipment become the property of CDS. Service provided by CDS shall occur between the hours of 8 a.m. and 5 p.m. (Central Standard Time), Monday through Friday. CDS shall respond to service calls placed by Client within four (4) business hours of receiving Client’s notice. Incidents will be billed for a minimum of 15 minute increments.

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7. Services Not Provided CDS’s services do not include support for hardware and software not included in Section 4 or with invalid/non-current licensing.

8. Client’s Responsibilities

Client shall notify CDS by calling (800) 367-1508 to receive services provided under this agreement. Client shall allow CDS access to the supported hardware and software. Client shall assist CDS in any equipment warranty claims.

9. Billable Calls

If Client requires CDS to provide software training/support or services to supported hardware and software at times not stated in Section 6 (i.e., weekends, observed holidays, or from 5 p.m. to 8 a.m. weekdays), client will pay for such service at twice the rate per hour identified in Section 10 for a minimum charge of one-hour on-site and/or one-quarter hour by phone.

10. Time Block Agreement Fees and Payment Time blocks and fees are available to client as follows: ______ hours annual usage $ _______ per hour

______ hours annual usage $ _______ per hour ______ hours annual usage $ _______ per hour

Time block selected: _______ hours annual usage

Client shall pay the total charge specified immediately upon acceptance by Client and CDS. Should Client fail to pay amounts due CDS within ten (10) days of the applicable due date, CDS will notify Client of failure to pay providing a 7-day period for Client to respond following which upon non-payment CDS may, at its sole discretion, send to Client a written notice of termination which shall be effective upon Client’s receipt. Any services performed by CDS will then be billed at the agreed hourly rate, plus an additional 25% up-charge. Any amounts not paid to CDS within thirty (30) days of the applicable due date shall accrue late payment charges of one-point-five percent (1.5%) per month. All obligations for payment shall survive the termination of this Agreement. CDS reserves the right to expire any unused time 12 months from when the contract became binding.

11. Disclaimer of Warranties and Limitations of Liability

CDS shall not be liable for any loss of profits, damage to or loss of software, data files or other information resulting from any equipment failure or service of equipment. Client is solely responsible for back-ups and archival copies of all software, data and other information. THE ABOVE ARE THE ONLY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THAT CDS MAKES. IN NO EVENT SHALL CDS BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT’S RIGHT TO RECOVER ANY DAMAGES FROM CDS SHALL BE LIMITED TO THE AMOUNTS THAT CLIENT HAS PAID TO CDS UNDER THIS AGREEMENT.

12. Governing Law

This Agreement shall be governed under the laws of Illinois. Any action against CDS must be brought within twelve (12) months of discovery of the alleged act or omission giving rise to the action.

13. Complete Agreement

This is the complete agreement of the parties. No oral representation or warranty shall be binding. This Agreement may not be modified except in writing and signed by authorized representatives of both parties, or as provided herein. If any of the provisions of this Agreement are declared to be invalid or unenforceable, such provisions shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

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14. Waiver

The term or condition of this Agreement can be waived only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the terms and conditions and until performance of the term or condition is complete, the other party may invoke any remedy available under the Agreement or by law despite such forbearance or indulgence.

15. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assignees. Neither party may assign its obligations, rights and duties under this Agreement without the prior written consent of the other which shall not be unreasonably withheld.

16. Non-Solicitation

Client acknowledges that (s)he has retained the services of CDS and its Employees, due to CDS’ Employees’ unique skills and knowledge in the field. Client further acknowledges that CDS has expended time, effort, resources, and expense in developing its Employees’ skills and knowledge. Accordingly, and in consideration for the services provided hereunder, Client agrees that during the term of this agreement and for a period of one year after the end of this agreement, Client shall not solicit nor employ any person who is employed by CDS at any time during the term of this agreement. Should Client decide to hire a CDS employee notwithstanding the agreement above, Client agrees to pay CDS a placement fee of 30% of the Employees’ first year total compensation paid by Client. Upon said hire within the time described above, Client will give written notice to CDS of its hiring, as well as, written notice of Employee’s first year compensation. The fee described shall be due thirty (30) days within invoice for such.

17. Contract Renewal

This contract will automatically be renewed for the same amount of hours upon expiration, at the prevailing CDS rates in effect at the time of renewal unless cancelled in writing by either party on thirty (30) days notice. This agreement is nontransferable and nonrefundable, unless written permission is given in advance by CDS. Client Signature: Authorized CDS Representative:

Signature: ______________________________________Signature: __________________________________

Name (printed):__________________________________ Name (printed):______________________________

Title: __________________________________________ Title: _______________________________________ Date: _____________________________________ Date: __________________________________

CDS OFFICE TECHNOLOGIES LOCATIONS BLOOMINGTON CHAMPAIGN CHICAGO MARION 1628 Commerce Pkwy 3108 Farber Dr. 780 Belden Ave. 3909 W. Ernestine Drive Bloomington, IL 61704 Champaign, IL 61822 Addison, IL 60101 Marion, IL 62959 309/662-3777 217/351-5046 630/305-9034 618/997-7756 (Fax) 309-662-3488 (Fax) 217-351-7064 (Fax) 630-305-9876 (Fax) 618-997-8676 PEORIA SPRINGFIELD ST. LOUIS 1913 North Knoxville 612 S. Dirksen Parkway 13625 Lakefront Drive Peoria, IL 61603 Springfield, IL 62703 Earth City, MO 63045 309/688-6806 217/528-8936 314/739-4093 (Fax) 309-685-1345 (Fax) 217-753-6536 (Fax) 314-739-0040

www.cdsot.com 800-367-1508