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SCHEDULE A
CCS SUBSCRIBER BILLING SERVICES
1. CCS Services. Subject to the terms and conditions of the Master Agreement
and for the fees described in Schedule F, CSG will provide to Customer, and
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Customer will purchase from CSG, all of Customer's requirements for the data
processing services, applications and other video services (the "CCS Services")
for all of Customer's subscriber accounts using CSG's CCS system. The CCS
Services will provide Customer with an on-line terminal facility (not the
terminals themselves), service bureau access to CCS processing software,
adequate computer time and other mechanical data processing services as more
specifically described in the user documents: the User Guide, User Data File
Manual, User Training Manual, Conversion Manual, Operations Guide, and Customer
Bulletins issued by CSG (the "Documentation"). Customer's personnel shall enter
all payments non-monetary changes on terminal(s) located at Customer's offices,
or provide CSG payment information on magnetic tape or electronic record in
CSG's format. CSG and Customer acknowledge and agree that the Documentation
describing the CCS Services is subject to ongoing review and modification from
time to time.
2. Communications Services and Fees. CSG shall provide, at Customer's expense,
as data communications line from the CSG data processing center to each of
Customer's system site locations identified in Exhibit A-1 attached hereto (the
"System Sites"). Customer shall pay all fees and charges in connection with the
installation and use of and peripheral equipment related to the data
communications line in accordance with the fees described in Schedule F attached
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hereto.
3. Conversion Services and Fees. CSG shall provide services as described on
Exhibit A-2 attached hereto in connection with Customer's conversion of each
System Site and for those added by mutual agreement of the parties to CSG's data
processing system subsequent to the execution of this Master Agreement (the
"Conversion Services"). For System Sites added to Exhibit A-1 subsequent to the
Effective Date of the Master Agreement, Customer shall pay CSG the fees set
forth in Schedule F for the performance of the Conversion Services.
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4. Deconversion Services and Fees. If Customer sells, transfers, assigns or
disposes of any of the assets of or any ownership or management interest in any
System Site (the "Disposed Site(s)"), Customer agrees to pay CSG the per set
deconversion tape fee and the fees for processing and deconverting subscribers,
including on-line access fees, as set forth in Schedule F, which amounts shall
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be due and payable thirty (30) days prior to the intended deconversion of any
such Disposed Site(s) from the CCS Services. CSG shall be under no obligation or
liability to provide any deconversion tapes or records until all amounts due
hereunder, and as otherwise provided in the Master Agreement, shall have been
paid in full.
5. Optional and Ancillary Services. At Customer's request, CSG shall provide
optional and ancillary services, including but not limited to any described on
Schedule F at CSG's then-current prices, or as may otherwise be set forth in
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Schedule F, and where applicable on the terms and conditions set forth in
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separately executed Schedules to the Master Agreement.
6. Customer Information. Any original documents, data and files provided to CSG
hereunder by Customer ("Customer Data") are and shall remain Customer's
property, and upon termination of this Master Agreement for any reason or
deconversion of any System Site, such Customer Data shall be returned to
Customer by CSG, subject to the payment of CSG's then-current rates for
processing and delivering the Customer Data, any applicable deconversion fees
required under Section 4 hereof and all unpaid charges for services and
equipment, if any, including late charges incurred by Customer. Customer Data
will not be utilized by CSG for any purpose other than those purposes related to
rendering the services to Customer under the Master Agreement. Data to be
returned to Customer includes: Subscriber Master File (including Works Orders,
Converters and General Ledger), Computer-Produced Reports (reflecting activity
during period of 90 days immediately prior to Schedule A termination), House
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Master File, Any other related data or files held by CSG on behalf of Customer.
7. Discontinuance Fees. During the term of this Schedule A, each month Customer
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shall be responsible for paying CSG the actual CCS Services fees incurred during
such month. The parties have mutually agreed upon the fees for the CCS Services
to be provided hereunder based upon certain assumed volumes of processing
activity, and the length of the term of Schedule A. Customer acknowledges and
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agrees that, without the certainty of revenue promised by the commitments set
forth in this Schedule A, CSG would have been unwilling to provide the CCS
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Services at the fees set forth in the Schedule F. Because of the difficulty in
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ascertaining CSG's actual damages for a termination or other breach of this
Agreement (including, but not limited to, Schedule A) by Customer before the
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expiration of the then-current term with respect to one
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES FOR
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
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