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<br />Confidential and Proprietary - Univerus Inc. Page 6 of 26 <br /> <br />(h) Third Party Software. Customer agrees to comply with the terms and conditions regarding third party software set out <br />in Schedule F to this Agreement. <br /> <br />9. Delivery Schedule <br /> <br />The parties will mutually agree in writing upon a delivery schedule based on, among other things, the purchased <br />modules, required training and availability of both Customer and MAIS staff members. <br /> <br />10. Data Conversion Fees <br /> <br />MAIS may offer data conversion services for the purpose of migrating existing Customer data to a format usable by the <br />Purchased Service. The success of the data conversion effort is largely based on the format and quality of the Customer <br />provided data. Unless otherwise indicated, converted data is strictly limited to non-dollar amounts and typically includes <br />information such as names, addresses, and phone numbers. Only information explicitly listed in this Agreement will be <br />converted. In certain instances, initial cost estimates for a data conversion may have been included in a Professional <br />Services pricing proposal. Unless specifically included in this Agreement as part of Schedule “A” and “C”, said cost <br />estimates, and all prior data conversion cost estimates, are not binding nor are they incorporated into this Agreement. <br />Accordingly, MAIS shall notify Customer of the final data conversion fees and costs after the Customer provided sample <br />data is examined by MAIS to verify existing Customer data formats and data integrity; but before data conversion efforts <br />are commenced. In such event, and upon receipt by MAIS of notice in writing from Customer that said data conversion <br />fees are acceptable, such data conversion fees (Data Conversion Fees) shall be in addition to all fees currently stated in <br />this Agreement. <br /> <br />Any costs associated with obtaining the data from an existing Customer vendor are the responsibility of the Customer. <br />Sample data shall be provided in standard fixed length format with ASCII display characters only. Data must be on a media <br />formats readable by MAIS. <br /> <br />In the event a data re-conversion is required, for whatever reason, Customer will be billed at the Professional Services <br />Fee rate set out in Schedule “A” to this Agreement. <br /> <br /> <br />11. Professional Services & Support Services <br /> <br />(a) Professional Services and Support Services. Subject to the terms and conditions of this Agreement, MAIS <br />shall provide the Professional Services to Customer in accordance with Schedules “A” and “C” and the Support <br />Services in accordance with Schedule “D”. <br /> <br />(b) Manner of Performance. MAIS shall perform the Professional Services in an efficient, competent and timely <br />manner and exercise reasonable care, skill and diligence in the performance thereof . MAIS shall determine in <br />its sole discretion the manner and means by which the Professional Services shall be performed, with due <br />consideration of adequate knowledge transfer to Customer personnel. MAIS will communicate openly with <br />Customer in its methodology, manner and means. <br /> <br />(c) Conduct on Customer’s Premises. In the event that MAIS is required to perform Professional Services on <br />Customer’s premises, any such Professional Services shall be performed with Customer’s full co-operation and <br />on the premises of Customer or, if agreed to by both parties, at an alternat e location. MAIS agrees that, while <br />working on Customer’s premises, each of its employees shall observe Customer’s rules a nd policies provided to <br />MAIS in writing relating to conduct thereon. <br /> <br />12. Warranty and Warranty Disclaimer <br /> <br />a) Limited Warranty. MAIS warrants to Customer that the Services shall be performed at a level and shall substantially <br />conform to the specifications, as stated in MAIS’ manuals and other documentation provided to Customer, provided <br />that all use of the Services is for the purposes and in the environment for which they were designed and in accordance <br />with such specifications. Customer’s sole remedy in the event the Services do not conform to the foregoing limited <br />warranty is for MAIS to use commercially reasonable efforts to correct such non-conformance and the right to terminate <br />this Agreement in accordance with Section 16(b).