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MASTER SERVICES AGREEMENT
This Master Services Agreement No, 01-STE-0106 (“Agreement”) is deemed effective June 28, 2002, and is made between
Computer Sciencés Corporation (“CSC”) a Nevada corporation with offices at 38705 Seven Mile Road, Suite 450, Livonia,
Michigan 48152-1056, and City of Nashua (“Customer”), a corporation having its principal place of business at 229 Main
Street, P.O. Box 2019, Nashua, NH 03060 in accordance with the following terms and conditions:
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2.2
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3.3
DEFINITIONS: The following words and phrases
shall have the following meanings in this Agreement:
The definitions set forth in Section 1 of the Master
License Agreement entered into by the parties hereta
and dated effective Jume 28, 2002 ("Master License
Agreement”), are incorporated herein by reference as if
fully stated herein,
Services means installation, training, consulting,
project management, data conversion and custom
programming ptovided by CSC, but excludes
Maintenance services.
Work Order means a document so named which by its
terms is part of and incorporated by reference into this
Agreement, Each Work Order will designate any
Services (excluding Maintenance Services) that will be
delivered by CSC to Customer under this Agreement.
This Agreement is not complete without at least one
Schedule of Charges.
SERVICES:
CSC agrees to perform for Customer the services listed
in one or more “Work Orders” executed by the parties
(‘Services”), which Work Orders are incorporated into
and form a part of this Agreement.
After receipt by CSC of a request which adds to the
Services, CSC may, at its discretion, take reasonable
action and expend reasonable amounts of money based
on Customer's request pursuant to the terms of this
Agreement.
CHARGES FOR SERVICES:
Customer shall pay CSC for the Services according to
aschedule contained in the applicable Work Order or,
if no schedule is provided, as Services are performed
and invoiced for by CSC.
Customer shall pay CSC for all pre-approved
reasonable expenses incwred by CSC in the
performance of Services including, but not necessarily
limited to, any applicable data center charges, travel
(including two (2) hours travel time for cach trip to
and from Customer’s location), living and
out-of-pocket expenses of CSC employees incurred
pursuant to this Agreement. All travel by CSC
personnel shall comply with CSC ‘'s then current
standard client billing policy, a copy of which shall be
provided to Customer upon Customer's request.
All amounts due CSC are stated and payable in United
States dollars. Custorner shall pay a late charge on any
amount which remains unpaid 30 days after its due
City of Nashua MSA 062402 STE final
RISKMASTER ~Steve Evers
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date.
Customer shall pay all taxes and tariffs assessed or
levied by any governmental entity that are now or may
become applicable to the Services rendered hereunder
or measured by payments made by Customer ta CSC
hereunder, or are required to be collected by CSC or
paid by CSC to tax authorities. Customer shall also
pay any interest or penalties on such tax, provided,
however, Customer stiall not be responsible for any
interest or penalties resulting from CSC’s failure to
forward tax funds received from Customer to the
applicable tax authority. This includes, but is not
limited to, sales, use, excise, gross receipt and personal
property taxes, or any other form of tax based on
Services performed, equipment used by CSC solely to
perform Services for Customer, and the
communication or storage of data, but does not include
taxes based upon CSC 's net income.
ON-SITE SUPPORT:
Customer shall at no charge supply on-site CSC employees
with suitable work and storage facilities and reasonable
telephone, secretarial and general office resources and
supplies.
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3.2
PROPRIETARY PROTECTIONS:
Customer agrees that all materials and related ideas,
including, but not limited to, customizations,
modifications, and training materials (“Materials”)
developed by CSC pursuant to this Agreement,
regardless of whether developed in conjunction with
use of System by Customer, or jointly by Customer
and CSC, including, but not limited to Materials which
may be developed for Customer through the
reimbursed or unreimbursed efforts of CSC 's
employces or its agents, shall be the exchisive property
of CSC and shall in no event be considered a “work for
hire.”. CSC agrees that Customer shall have a license
to use all Materials in Customer's own operations
according to all of the terms and conditions of the
Master License Agreement for the System for which
the Materials were developed for so long .as Customer
maintains a license to use such System.
Customer acknowledges that all Materials which are or
may be developed pursuant to this Agreement are and
shall be trade secrets and confidential proprietary
products of CSC, Upon request by CSC, Customer
shall execute all documents necessary and otherwise
cooperate with CSC to assign any and all rights in and
to Materials to CSC, including any patents and
