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ORIGINAL
EMC2
IVL4~TER L~ASE AGR~
This MASTER LEA~ AGREEMF-/qT (here~u~fter called the ~*daster Agreement") is ~ ~to ~ ~d ~ ~C ~fion, a ~
~r~on ~r c~ S~r~), ~ i~ ~i~ ~e ~ b~ ~ 171 ~ ~, Ho~on, ~ 0~7~. ~d
~ ~o~ 0f Southo ld ~e~--~ "~"), ~g a p~d~ p~ce ofb~s
at~ 530~5 Main Rd., Southold, ~ 11971
1.1
1.3
1.4
1.5
Lease of ~ la accordance wlth lhe terms and conditions of this Master Agret~ent, Lessor agrees to lease to Lessee. and Lessee agrees
to lease from Lessor, the units of personal property (hereluetter in~vidaally called a 'Uoit" a~d collectively called "Equipment") de~crlbed in
supplemeat(s) which are executed pursuant te and incorporate the terms of this Master Agreement (each her~mfter, a 'Supplement"). Each
Supplemeat shall constitute a sepm~,e, distinct, smd independent lease and cou~ctua] obligation of Lessee. 2~ae term "Lease" as used hereb~aftor
slaffi refer t~ an individual Suppleme~ ~ incorporates the terms of this Master Agre~a~at. Le~or or its assignee shall retain the full legal
litle to the Equlp~eat, it ~ expressly agreed by both l~fies lhat ~ Master Agr~me~t aud each Lease shall comtitoto an agreement of lease
only. Each f.4mse shah be binding upon L~sor ired Lessee from the date of accepta~u-e ami execution of the applicable Supplemiat, by Lessor at
its hea&tonrters.
Te~rm otLeam, The original term of lease for each Unii (hereinafter the "Original Term"] shall commeace on the date specified in the applicable
Supplement and, subject in Section 2.5 below, shall terminate as speclfiedla such Supplement. No Lease may be canceled by Lessee for any reason
whatsoever.
~ ~ Lessee shall pay rental to Lessor for rite Unit(s) in the amounts and on the dates specified in the applicable Supplement. If any
r~t-! or other amount due beretmdar ~s not paid within five (5) days of the due date flmreof, Lessee ~holl pay to Lessor on 0om a'~d, as additional
rentel~iatere~ there~ from the due date medl pa~a~t at a rate equal to the lesser of (i) eighteen (18%) per annum, or (h') the maximum rate
permitted by law. All r~tal and other amounts payable by Lessee to Les.mr heretmder shall be paid to Lessor at the address specified abeve, or
at such other l~ce as Lessor may deslgnate iu writing to Lessee. Time is of the ~ssence with respect to all of Lessee's obligations uuder any Lease.
~ ogE,~i-,.e~. Upon expiration o,f the OtiS-a! Term, Levee w~ ~y r~ ~e ~ to ~r ~ pmvld~ ~ ~fion 2.3
~. ~d ~ n~ ~ ~e ~t at ~e md of ~e O~.al T~, ~e ~t ~ c~ue to be h~d ~d l~ here~d~.
~d ~e'~ ~ ~n ~d~ for ~ve ~ ~) mo~ ~m, at ie ae mo~y ~ ~bj~t to ~e fig~ of ~er ~
O~ ~e ~r m ~l~+e ~ ~ a~n ~ (~) ~ ~ n~ whe~ ~e ~ s~ ~ d~ver ~ ~pm~ to ~e ~sor.
If ~ f~ ~ ~ ~ ~ ~n d~d ~or by ~, ~ ~ ~y ~r, m ~ ~bla m~ of ~r's ~ag~,
~e v~, at ~:c~ of ~e ~ ~ conv~
2.1
2.1.1
IL COVENANI'S OF
Pi~ym~l ~ Re~l and Ot~r Mm~s. Each leas~ is a mi lease aml L, ee. sue ueknowledges and agreas that Lexsee's abllgafion to pey aH rental and
other roms payaMe hare~nder, and the rights of Lemor in and to ~ paymeat~, shall be abeolute and unr~difional and stuffi not be subject to
any ahatemeai, redactlon, setoff, counterclalm or other dafeme for any reeson whatsoever. It being the intmt of Lessor. and aa inducement to
L~ssor, to enter into the Lease, to ~-~oA. all available tax beuefits of owa~ with r~pect to the Eq~pmont, Lessee acknowledges and agrees that
~ no right, title or to~e/~al in the Equipment has beea or is inteaded to be passed to Lessee, othe~ thau the right to maint~gn possession :md use
of the Eqnipmeat for the Orlglaal Term, Conditioned on Lessee's performance of the torres and conditions of the Leose, (h~ Lessee has not taken
and w~l uet at any time dining the Original Term take any action which shall cause Lessor to lose any tax beneffis of ownership, and (iii) the
~palated Loss Values (defined in the apl~cable Lease) agreed to under ti~ Lease are inteuded to provkle recovery by Lessor of such lost tax
banefiis of owue~ship.
~eI~n~eo~F,~l~a~ Les,see's ~i~auee of the F, qulpment shaR bo candusively andirrevueably evidenced by Lesseeexecufing the Certificate
of Delivery and Acceptance and npon uecepiauee the Lease of suela Eq~pme~ shlffi be now~ra'ollahle for file Ori~..l Term unless otherwise agreed
2.3
Deli.ery. I~a~l~. ~ ami Repair. Lessee shall be solely respamlble, at its owa expense, t'or the delivery of the Equipment to Lessee.
the packlag, rigging and dali.,~ry of the Equipment back tu Less~r upon expiration of the Orlgiaal Term ia good repair, condition, and worl6ng
order, ordlaary;~v~ar ~md tear excegied~ at theloc~ion(s) within the continental United States specified by Lessor. Lessee is also s~ely re~peas~le
fol' theinsialla,lloa, de-lns~a~alian, m~ and ~puir of the Equipment. l~essee shall~ at its expense. (a) keep theEquipm~t ia good ~epalr,
con~ditioa a~d' worlthig ord~x, ordinary wear and to~r excepted, an~ CO) at the expiration of the Oadghml Ter~ or any r~aewai ter~,, bare the
Eq~ipmeat b~ated ~ ce'~i~ie~ as acceptabIe for,~tm~mnce service by the mamifacturer. L~sor shall be entitled tO ~the Equipment
at Lessee's Ioca~on at reasonabIe times.
2.4
2.5
or,the ~;omummatio~a o~the ~an~ he.in contemplated. All required personal properly tax returns relatiag to the Equip~nent shalI be filed
by[ Lessee u~, ess otherense ~ro~ided, m wxatmg~ Le~. ee. shall re~abursu Lossor promptly npen demand for the mn~unt of au¥ Imposts re~mtted by
L~sor wlgch are required heremlder i~ be berne by Lessee.
Lam of F~l~e~ Lessee shall bear ~ entire risk ~fthe Equipment belag lost, destroyed or otherwise rendered p~rmaneefly malt or trna railable
fo~ ~.se from Kay cause whatsoever Coetelmafter called ~an ~E~e~t of Loss') afler its delivery to Lessee. If an Event of Loss shall occur with r~s pect
to an}' Unit, Lessee shall promptly and fully nalify Lessor thereeL On the rental paymeat date following such natice L~ssee shall pay to Lessor
~ amount equ~l to the rental payment or payments due and payable for such Unit on such date plus a sum equal to the Stipulated Loss Yalue (as
d el'meal ia the applicable Supplement) of such Uuit as of the date of such payment set forth ia such Supplement. Upon the making of such payment
b}l Lessee regarding any Unit. the rental obligation for such Unit shall cease, the Lease as tu such Unit simll terminate and (except i~ the case of
lo~s, thefi or complete destruction) Lessor shall be entitled/a r~cover possession of such Unit at Lessee's expense ~n accordance with the provisions
of ~cfion 2.3 abeve. Provided that Lessor has received the Sgpulated Loss Value for any Unit, Le~-ee shall be entitled to the pr~ee&s of any
recoveryin respect ~f such Unit from iasura~ce or othetnvlse.
2.6
Immrance. L~ssee slmll obtain ~ud maiateia for the en~r~ term of ~e ~, at i~ o~ ~, p~ ~ge ~d ~bi~ty ~r~ce ~d
~e ~t 1~ or ~e ~ ~ ~t ~ , ~oat ~i~goa, 1o~ by ~re (~lu~g ~ ext~d~ caverage), theft ~d
su~ o~er ~ of to~ m ~ r~ on ~e ~ of ~t 1~ he--dar ~ by b~ ~ w~ ~s~ ~ ~gag~ ~ such ~o~m~
~ ~ch fo~ ~ wi~ ~eb ~ m ~ ~ ~f~tury tu ~or. pro~d~ however, ~at s~ ~e for lo~ or d~age of ~y U~t
~ways ~ at a m~, ~ ~o~ of ~ ~t~ ~ V~ue of ~h U~t, ~ ~u~nce ~y ~ .ame ~ m ~r~ and I~sor
~ ~ ad~on~ ~u~ ~d 1~ ~y~ ~er~f ~ ~or's ~e~ may ap~ ~d s~ p~de ~t it m~ not ~ c~c~ or ~r~ ~hout
at ~t ~ ~ys p~or ~ no~e ~ ~or or ~ ~c~ ~d ~. ~ ~ p~da ~ ~or a ~a~of ~r~ce m ~idence
of ~e cover~ pffor ~ d~ve~ of ~y U~
2.7
In~m~y. Lessee shall and does hereby iademuity Lessor and its successors and assigns ageinst, and hold Les.~r and its successors and ~sslgns
Equipment. Lessee shall give Lessor immediate notice of any Clalm and Lassee shall satisfy, pay and discharge any and all judgments and frees
has kanwiedge.
2.8
Pms~slo~ A '~,~r~; Pledg~ Without the prior wrltte~ cousent of Lossor. which such consent ~z it pertains to subsections (a) and (d), sh~II not
be unreasonably withheld or delayed, Lessee slm]l not (a) sublease the Equipment, or ~uy part thereof, provided, that Les.~e may, without the
written consent of Lessor, permit any parent or subsidiary of Lessee to use the Equipmeat, or m~y part thereof, ia the ordiuary course of its
business, Co) assign, this Master Agreement or any Leaze or its interest here~mder or thereafter, (c) create or incur easy ~ or ~encuml~rance with
respect to the Equipment, or an~ part thereof, {d} move the Equipment, or any part thereof, or permit any of the Equipment to be moved from
the location at which it is first installed, or (e) permit the Equipmeat, or any part thereof, to be removed outside the coniinenial limits of the United
2.9
2.10
2.11
Ido, a~r~n~ At any/&ne durlag the term of a Lease, Lessor may require Lessee to legibly mark each Unlt subject to such bede ia a reasonably
promlneat location with a label, disc or other marking staliag thai the Equipment is owned by Lessor.
Altea'~ian~ ~t~ Lessee sbell not make any alternations of or additions to the Equipment without the prior written canseat of Lessor.
At any time during the Original Term, of any Lease there may be added to such Lease addltianal Uuits of the same type as are rented thereuader
for a term equal to the rem al.ln=o O 'nglnal Term and, subject to the terms and conditions hereof, at the rea~al rates appllcable to such Equipment
and term ia effect at the time the order is pheed, provided that the order is in writing and aecepted by Lessor. Such acceptauce shall be at the
sole discretion of Lessor. All addltioas, attachments or accessories to or improve~aeats of the Equipment shall immediately belong to and become
property of the Lessor unless, atshe request of Lessor. such additions, attaclmlents or accessories tu or improvements otthe Equipmeat are removed
prior to the reiurn of said Equipment by Lessee. Lessee shall he respans~le for the costs of such removal and shall restore the Eqalpment to the
same operating condition as n~e~ it became subjeet to the Lease.
it may be atiached or affixed to realty, and Lessee shall do a~ acts and I~ter into aB agreements necessary to easure that the Equipment remains
2.12
2.13
~ ~ Le~e-~h~.~ promptly f~rulzh, or cause to I~, 1o Lessoi' such financial or Other stotent~ respeetingthe condition
and operations of Lessee or respeeting the Eq~dpmem as Lessor may from time to time reasomthly request.
la}
qb)
(c)
The execution, delivery and performance thereof by the Lessee have bee~ duly authorized by all necessary corporate action;
The individual e~ecufiag such was duly authorized to do so:
their respective terms.
3.1
3.2
3.3
~.D~A~TANDREMEDIES
E~euta of De~m.l~ The occurrence of any of the following shall constitute an Event of Default hereunder: {a) Lessee shall fall to pay on the due
date any rental or othe? paymem due under any lease, lb) any provision of this Master Agreement or any Lease or any provision in any docmnent
provided by Lessee for tt~ Master Agreement or any Lease, or in any document furnished pursuant to the provisions hereof or other~*~e, shall
prove to bare been fahe or misleaclb~ in any material respect az of the date when it was made, lc} Lessee shall fail to perform any provision.
coyeannt, co~'.~tio;a or agreemen~ made by it tmde~ this Master Agreement or Lease,,and such failure shaft continue for ten (10) days after not!ce
thereof from Lessor to Lessee or (ti) hankral~cy, reeelversklp, insolve~y, reoeganlzatign, dissolution, }Jquldafioll. or other similar proceedings sh.~Al
be ~ust~blted by or agalust I~ssee ow all or ~my par{ ~o~its properly m~dar the Federal Bankamp~ey Code or other law of the United States o~ o f e, Uy
stale law, and i~'agahrct Le~soe it shal~ ~onseat thereto or shall f~l to,cause, the same to be discharged ,Mtldn twenty (20) days, or (e) L~essee shall
defa~ under :any agX~eement wlth, rezpect to the purchase ov i~llution of tt~e Equipment, or (t') if Lessee or any.guarantor of Lessee~ obLi~aho~s
herenrtder shall de'nit under any other agreement with Les~r~
RemoVes. Ig a~ E,~eu,t.0f Default hereond~r S~ ~r ~d ~ con~, ~r may exe~e ~y one or mo~ of ~e foHo~g rem~: ~a,
~ ~ ~ ~ ~d ~y or ~ ~ ~d ~'s ~h~ he.der ~d ~e~der. ~) pr~, by ~ppropdate
co~ ~on o~ ~ ~ hw 9rh ~. th ~o~e ~om~e by ~ of ~app~ble cove~ of ~e Lea~ or to r<gver dan ag~
for ~ br~. (~ by ~ ~ ~'~ ~ ~, r~over ~ ~o~ due on or ~fore ~e date of ~e event of def~t, pi~, as ~quidated
dm~ for ~ of~ ~d not ~ a ~, ~g~erute~ ~d d~re to ~ ~l~y due ~d ~aMe ~ ren~ ~d o~er ~ms payable
~d~ ~y or ~ s~ ~. ~o~ ~y p~t, dm~d, pr~t or ~ ~ (~ of w~h her~y ~ expr~sly wfiv~ by
~ ~f,Equ~a~. I~ the event Lessor repossesses Equipment, Lessor may la) lease the Equipment, or any portion thereof, in such a
manner, for such ~ime, mad upbn such term(s~ as Lessor may determine or lb) sell the Equipment, or any portion thereof, at one or m~re poblic
or prlva~e sal~es~ in.such:~manner, a~d at s~ch times and upon such terms as In.or may determine, la the event that LesSOr leases any such Units
aa~ rental~ r~v ,ed ~3~ ~for ~ Remain,rig Lease Term(s) (the po.od ead~g on the date when the Ortgmal Term foe the Umt (s) woald have
expired if an E~gn/~of~D~?~g]t;~lmd no/occureM) for such Units shall be applied to the payment of (i) all costs and expenses (includ~g attorneys'
f.ees) ~rye<l, ~Le~)~n retatdng possession ~)f. and removing, storing, repairing, refurbishing and le:~ing such Units, and (ii~ the rentals fox'
l)~ I ~. ~, ..der. a!id 'i~ } Iii( ,~i[,dah~l [ t),. ~, ,th. of such U-Ult(s~ deterafiadd ~ of th& date ~of s~uch sales or other; dlsposifion~ in accor~lhace
I1.. {.~,f ,.iff th:~ il., agg: (~,11 t Sdll.ll)4llll iii' [lb' 'lllil- ri :erred t~in c~nses (i) through; (iv) alcove slm]l exceed th(~ aggregate progeeds received by Lessor
4.1
4.2
'1% MISO~.L&NEDUS
Pea'for~a~Lessee'a ~. Upon Lessee's failure to pay any sum or perform ~ay obligation hereunder when due. Lessor shall have the
option, but sha~ in no case ha obllgated, to pay such sum or perform such obligation, whereupon ~uch sum or the cost of such performance shall
im~ediately become due and payable as additional rent from Lessee to Lessor with interest at the highest legal rate from the date payment or
~e~ No fight, obligation or interest of Lessee with respect to this Master Agreement, an). Lease or Equipment shall, ~{thout the prior
written consent of Less~r, be as~'o~nahle by Lessee or by operation of law, and any such purported assigmnent, transfer or succession shah be re,Il
and void. Lessor may, at anyllme, without the consent of Lessee. assign the Master Agreement and any Lease or any imerest herein or thereba
to any party, In the event of any as~;~m~,~t of Lessor, the assignee ~hatl have all of Lessor's rlgh~s hereunder, but none of its obligations, and
upon receiI~ by Lessoe of wriltea notice of any such as.~i?m eat, Lessee shall make aB payments thereafter becoming due under any assigned Lease
to suck assignee vAthout regard to any se~-off, defer.se or cotmter claim that Lessee may have against Lessor.
4.4
4.5
4.6
4.7
4.8
4.9
4.10
~~ sO Joag ~ ressee~sh~ no~ be ~ de~ t~,a~der ~a re.or o~ ~o r~e~ rem an~t ot~er z~as lmyable by Lessee
lmreundor in accardan~e with the terms hereof, n~ther L~er nor i~ ass~gaee, abell iaa~ere with Lessee'~ right of qu~e~ ~j~len~ and use of
F~ II~- A~aata~ Lessee agrees that at any time, and from ~me to time, after the execution mad delivery of this Lease, it shall, upon the request
of L~ssor, execute and deliver such fm-ther documenls ~nd do ~ch fortber ac~ and th;~ as Lessor may reasonably request in order fully to effect
Oae ~ of lids Lease including without l{m;~inn, the fillng of Pmaacinl and confirmatioa stateme~s. Les~ authorizes L~or to f~e a
finandng ~ate~*at or any confirmal~a statesa~ts slg~ed only by Lessor ia accordance w~h the Un~rm Commercial Code or rdgned by Lessor
as L~see'~ attorney in lack
rlght~ re~edyor power bertha specffically granted or now or bereafler ~ in equity, at law, by virtue of statute or otherwise, and may be
e~ercigedl~y LeSSOr fromfimeto fS, meconcnrr~tly orindopendeally and as oftm and in ~ach order asLeszormayde~nexpedlent. And any faiiare
or d~ o~ me!~' o~re~or in ~ercis~ any s~,ch ri~t, mnedy or power, or abandomaeat or all, on,nuance of steps to ~aforce lhe same, shall
nat opo~ate a~ awalver th~eof or affect Lessor's right fltereafter to ~xercise the same, and any single or partial exercise of any such right, remedy
Or power shall not preclude any at/ter or forther exercise th~f or the exe~ise of any other right, r~edy or power.
Any n0~e, request, deman~ COnS~at approval or o~aer c~,m~-afioa prodded or genaltted bereunder aba~ bein wr;tiag and shall
Section he~dln~ inser~e~ for coav~ only ~nd shall no~ affect auy cor~°wacflon or krterpre~tlon o~ aoy Lease.
Each Lease, subject te the proy[~ons of Sec'dom 2.$ and 4.3 hereof. ~hall be binding upon and shall inure to the benefit of the
~ezpecfive successors ~ad aSS~L~ of,~e Lessee and Lessor.
Law. Each Le~e ~ be governed in all resls~ta by ~e laws of the Commonweal~ of Massachusetts.
l~m~lre Le~se. Each Lease, eonsistin~ of ~e te~ ~ con~ of ~ ~er ~mh a ~P~h ~d ~y ~m~, ~hM~ or
~dem te d~ of ~, c~fi~ ~ m~ ~t ~ ~r ~ ~. No ~v~, ~m~t, m~fion or ~e of terns of t~
~s~ b~d d~ ~ ~ h ~ ~ by ~ ~, ~d ~ ~ w~v~, co~, m~afion or change ~ be eff~five o~*
~ ~e s~ ~e ~d for ~e s~ ~ ~v~. ~e~ ~ no ~dem~dlng% ~m, ~0~ or w~fi~. *xpr~ or
~ not s~ ~ ~ ~ ~ ~ ~e ~mt 1~ ~e~d~. ~y ~m ~ con~o~ of ~y ~ o~ or o~er
d~m~t (~ ~e ~ce~on of ~p~) ~b~ by ~ ~ ~on ~ ~y ~ w~ ~ ~ ad~fion to or ~om~t ~ ~e
te~s ~d con,om of smh ~ ~ not ~ b~ on ~r ~d ~ ~ ap~y ~ ~ ~ L~ BY ~ ~GNA~ B~W OF
LEASE ACCEPTED BY:
TITLE' MAt, lAGER OF k~t 0~
MC Supplement No, 1
MASTER LEASE A~'R~lZ. MENT SUPPLEMENT
This Supplement to Master 12aso Agreement Number 10296 (hereinafter called the 'Master Agreement") between Lessor
end the Lessee whose name appears below, together with the Master Agreement, constitutes a lease of the Equipment described below
(her~in~t~er, collectively, this "Lease'), All the terms end.condi!i0hs of the MasteJr Agreement appI~> to this Lease with the same
amti~m?~pm~ hereofby., ,mfemnc~. All:capitalized tenns~o~le, finedin'thisStpnen~, sm ~ ye t o :oa~ gs g yen st,'~ terms
m tt~e~.M~ .~a.a?~e~,j ~greeme~t. It 1~ fl~o mteax~t of tho, perhes that tlfik Suppt~t be separately enforceablp as a Compete and independent
lease, indL~ndent 6f ~1l other SnppIcmenis to th~ l~aso. ~ -
Eaumment Deseannt~Jm
Qty. Eo~braent
1 2 ~IX368-16
Monthly Or/g/mi Equipment
Rent Tern!_ Cost
(Mos.)
530/M0. 3~1~0.
2 1 ~MP
Equipment comes with 36 month warranty.
. EquipmentLocation: Town Of Southold, 53095 Main Rd., Southold, i~ 11971
Monthly Rent: The first payment of monthly rent is duo znd payable c~ the Commencement Date. SubSeqUent payments of monthly
rent are due and payable on the same d-re of each succeeding month. The Lease Term for each Unit will automatically extend for
suCCeSS/ye three (3) month periods after the exp/ratirm of the Original Term in accordance with all the tern'and conditions of this
Imase/ncluding the same month/y rent, until either pex'ty shall g/ye the other party at least ninety (90) days prior notice of its intent
not to extend or renew this Supplement.
SUPPLEMENT ACCEPTED BY:
EMC CORPORA~.3.3.3.3.3.3.3.3.3~QN (Lessor) / /~
PAUL W. WAINW L SE 0 0t 18
JUt 2
(Date)
Town 0f Southold /
(Autliorized Sighatum)
June 29, 1995
(Date)
(Continued on revise)
White - ORIGINAL Yellow - LESSEE Pink - LESSOR
Comn~encement Date: Th~ Commencement Dat~ sh~l be/he ~rst ~hY O~e month,,followmg the day on .which.al.l of the Eqmpment
listed above is installed and is accepted by Lessee, unless the acceptance date ~s the first day of the month m which case the first day
off that month shall be the Commencement Date.
Interim Rent: Lessee shall pay interim ~ntal at a rate of 1/30th of the monthly rent per day from and including the acceptance date
~o the Commencement Date. !~aymen~s of intLwim rent am due. and pay?ble upoa Lessee's receipt o( invo!e.e from Lessor.
~a~t'~er: To th~ exteu~ ~S ~',~. 'Y~'cOa~de~ d~ttei ~ *as ~ea m th~,U~o, rm Comm~rc~a~ cpae~ this
~x'i~;uted:$~l~meat. meOWoratm~the terms of ~ Ivlaster A!greeme~t shall constitute the original Lease,~ en~ Lessor s ~ es-ts
~e~em my be ti'~hasf¢ixed o~ly ~by trmasfd~ ~f posseaston of ~ original S~upplem ut.
$~p~flated ..~,.~, Values: Tile Stipulated Loss Value for each Unit, as of any date, shall, b~ an ~ ~amo~3nt equal t~e~,prod.~uct .o.f ti)
cost of the Unit (as specified on the fevers~ sid~ hereof) and (ii) the p~rcentage indleated belo~ opposite the period ~)f'.ti~ae m wheh
s~ch dat~ occurs. ~ .
Month of Or[gi~ ~n~l Term
from Commencement
Date
1st through 12th month
13th through 24th month
25th through 36th month
37th through 48th month
49th through 60th month
Percentage
107 %
85%
70%
50%
50%
After tho 60th month of the Original Term of the Lense for each Unit, and until each Unit has been surrendered to Lessor, as
provided iix the Agreement, the Stipulated Loss Value of each Unit shall be 20% of the cost thereof,
ARCHITECTS
;SQ ARR PROGRAM LICENSE
FOR
Town Of Southold
(HEREENAFTER "LESSEE")
1. 0s~ 0! S0tt~am Pt0§tams h¥ t~o,
~C ~mx~. to Lessee a non-exclusive ~ non-tr~ferable hce~e ro use. for Rs o~ MtemM pu~ose, each ~e
Pr0~m prodded by EMC to ~ss~ subject to ~e follo~g ~ce~e ~nns ~d condition:
(a) ~e ~am Pro.am, ~dud~g ~y subse~u~t updates as provided here~, may be used ~ on ~e s~gle identified
~ac~ on~whi& it ~ ~st ~stalled ~ ~r ~hi& it ~ o~envi~ Hcm-$~. Lessee shMl ~y ~lier s licen~ fee of $ D= ~'9~7
for e~H ~f~e~m~ed ~ conj~cUon wire equipmen~ ~sted on Supplem~t nu~er I of Master
~se N~er .
(b) Liassee may obtain updates to such Software Program which EMC makes generally available for use only on such single
k~en .ff~ed Product, if:
(i) Lessee executes an EMC maintenance agreement covermg such Product and such Software Program at EMC's then
current charges; or
(ii) Lessee obtains a license for each such update for each Product from EMC at EMC s then prevalmo fee.
(c) Lessee shat1 not provide disclose or otherwise make available EMC's Software Programs, m any form. to any person
other than Lessee's employees without EMC's prior written consent, except when any such person is on Lessee's prereXses
and under Lessee's direction and control for purposes specifically related to Lessee's permitted use of the Software Programs.
Lessee agrees to take appropriate aclion by instruction, agreement or otherwise with Lessee's employees or other persons
allowed ~cess to EMC Software Programs to satisfy its obligations under this Agreement with respect to use, copying, mod-
ification, disclosure, protection and security of EMC Software Programs.
(d) Lessee shall reproduce and include EMC's trade secret or copyright notices on and in any copies, including but not lim-
ited to partial or physical copies in any form. Lessee shall not reverse assemble or reverse compile the EMC Software
Programs in whole or in part.
1,2 ~I~n~tal
(a) Each EMC Software Program and the Lrdormalion it contains, any updates, and ali copies of them are EMC's property,
and rifle to them remains m_EMC or EMCLs licensor_ All ~pplicable rights in patents, copyrights and trade secrets h-/~he EMC
Software Programs are and will remain in EMC. No title to, or ownership of, the EMC Software Programs or the information
they contain is transferred to Lessee.
(bi EMC shah have the right to terminate any of Lessee's licenses and rights granted, for which Lessee fails to pay applica-
ble license fees or if Lessee falls to comply with the terms and conditions of this Seclion. Upon notice of termination. Lessee
agrees to immediately return or destroy the affected EMC Software Programs and a/Ji portions and copies of them.
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//
(c) Lessee s obligalions contained in fi~is Sed4on 1. shall survive any terminatior/,,6f this Agreement.
PAUL W. WAINWI IGI'f'[
(Print Name)
f ANAGER OF L SE OPEP }ION
Title:
Title:
._ (Lessee/
tPrint Namel
Supervisor
(SPB