Master Flexible Consumption Agreement
EMC Specific Terms-Support Services

These EMC Support Services Terms (these “Support Terms”) set forth the terms governing the provision of Support Services by EMC to Customer during the Flexible Consumption Period for EMC Products.

1. DEFINITIONS.

A. All definitions set forth in the main body of the Master Agreement shall also apply to these Support Terms.

B. “Customer Support Tools” means any software or other tools made available by EMC to Customer to enable Customer to perform various self-maintenance activities.

C. “EMC Service Area” means the area that is within (i) one hundred (100) drivable miles of an EMC service location; and (ii) the same country as the EMC service location.

D. “Maintenance Aids” mean any hardware, software or other tools, other than Customer Support Tools, used by EMC to perform diagnostic or remedial activities on Products.

E. “Time and Materials Service” means any maintenance or support service that is provided by EMC due to circumstances beyond EMC’s reasonable control. Such will be separately charged to Customer on a time and materials basis and may be made available under a separate set of Time and Materials Services Terms and Conditions.

2. SUPPORT SERVICES.

A. Scope. The contents of the level of Support Services specified on the Schedule for the Products (the “Support Option”) are as described in the Product Notice, and unless otherwise indicated in the Product Notice, consist of (i) using commercially reasonable efforts to remedy failures of Products to perform substantially in accordance with EMC’s applicable specifications; (ii) providing English-language (or, where available, local language) help line service (via telephone or other electronic media); and (iii) providing, or enabling Customer to download, Software Releases and Documentation updates made generally available by EMC at no additional charge to other purchasers of Support Services for the applicable Product.

B. Additional Support. EMC reserves the right to charge for Support Services performed outside the time frames of the applicable Support Option as a Time and Materials Service. Except to the extent that Support Services are independent of the Equipment’s location, EMC will have no obligation to provide Support Services with respect to Equipment that is outside the EMC Service Area. Support Services do not apply to any Software other than the current and the immediately prior Software Release. Support Services are subject to EMC’s then-current “End-of-Service-Life” policy for the respective Product. EMC shall have no obligation to provide Support Services for Software problems that cannot be reproduced at EMC’s facility or via remote access to Customer’s facility. Support Services do not include the supply of Equipment upgrades, if any, needed to utilize new features or functionality in a Software Release.

C. Exclusions. Support Services do not cover a problem that would have been excluded from coverage pursuant to Section 5.B in the main body of the Master Agreement.

3. CUSTOMER RESPONSIBILITIES.

A. Cooperation. Customer shall (i) promptly notify EMC when a Products fails and provide EMC with sufficient details so that the failure can be reproduced by EMC; (ii) allow EMC remote and on-site (when deemed necessary by EMC) access to the Product to provide Support Services; and (iii) furnish necessary facilities (which for on-site access means suitable work space, computers, power, light, phone, internet network availability, software and equipment reasonably required by EMC), information and assistance required to provide Support Services.

B. Support Contacts. Unless a specific number of authorized contacts are indicated on the Product Notice, Customer shall designate in writing a reasonable number of authorized contacts, as determined by Customer and EMC, who shall initially report problems and receive Support Services from EMC. Each Customer representative shall be familiar with Customer's requirements and shall have the expertise and capabilities necessary to permit EMC to fulfill its obligations. A change to the authorized support contacts by Customer shall be submitted to EMC in writing.

4. ADDITIONAL TERMS.

A. Maintenance Aids and Spare Parts for Equipment. Customer authorizes EMC to store Maintenance Aids and spare parts at the Installation Site and agrees that such are for use only by EMC authorized personnel. Customer shall not, and shall not authorize any third party to, make any use thereof. EMC is authorized, upon the conclusion of the Support Services or at any other time, upon reasonable notice to Customer, to enter the Installation Site, or to use remote means, to remove and/or disable Maintenance Aids and spare parts. Customer shall reasonably cooperate in this effort.

B. Customer Support Tools. EMC may choose to make Customer Support Tools available to assist Customer in performing various maintenance or support related tasks. Customer shall use Customer Support Tools only in accordance with terms under which EMC makes such available.

C. Data Security Options. Customer is fully responsible for the permanent erasure, of all information, including without limitation all personally identifiable and other protected information placed on, and by use of a method that does not cause damage to, any replaced parts or any other items that Customer provides to EMC for repair, trade-in, or disposal, before such items are returned to EMC, and for all costs associated with such erasure (descriptions and charges associated with EMC's then currently offered data erasure services are available on request). EMC is not responsible for any information contained on such items notwithstanding anything to the contrary herein.

D. Proactive Product Changes. EMC may, at its expense, implement changes to the Products upon reasonable notice to Customer (i) when such changes do not adversely affect interchangeability or performance of the Products; (ii) when EMC reasonably believes such changes are required for purposes of safety or reliability; or (iii) when EMC is required by law to do so. Customer shall give EMC reasonable access to the Products for such purpose.

E. Software Releases. Upon use of a Software Release, Customer shall remove and make no further use of all prior Software Releases, and protect such prior Software Releases from disclosure or use by any third party. Customer is authorized to retain a copy of each Software Release properly obtained by Customer for Customer’s archive purposes as long as Customer is current in its payment of Flexible Consumption Fees and use as a temporary back-up if the current Software Release becomes inoperable. Customer shall use and deploy Software Releases strictly in accordance with terms of the original license for Software.

F. Remote Support Capability. As part of Support Services, EMC makes various remote support capabilities available for certain Products in accordance with its then current policies and procedures. EMC’s Flexible Consumption Fees and ability to provide Support Services are based on the availability and use of such remote support capabilities. Customer shall not interfere with or disable remote support capabilities.

5. PRICING. The fee for Support Services for Products is included in the Flexible Consumption Fee. Additions to the Products may result in additional charges. Time and Materials Service will be charged and invoiced by EMC in accordance with terms governing each such Time and Materials Service engagement.

6. WARRANTY.

A. Support Services. EMC shall perform the labor portion of Support Services in a workmanlike manner in accordance with generally accepted industry standards. Customer shall notify EMC of any failure to so perform as soon as reasonably possible, and in no event more than ten (10) days after the date on which such failure first occurs.

B. Customer Remedies. Customer’s exclusive remedy and EMC’s entire liability under the foregoing warranties shall be for EMC to, at its option, use reasonable efforts to (i) re-perform the deficient labor services within a reasonable time; or (ii) replace any replacement parts which become defective during the remainder of the warranty or Support Services coverage applicable to the Product containing the replacement part, or sixty (60) days after installation thereof, whichever occurs later.

C. No Further Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO PRODUCTS, SERVICES OR ANY OTHER ITEMS OR MATTERS ARISING HEREUNDER, EMC (INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.