5. Maintenance and Support.
(a) Standard Support Services. Following expiration of the Warranty Period, CSG
will provide Customer the support and maintenance of the then-current version of
each licensed CCS Product (excluding the Customization, if any) as described on
Exhibit C-3 (the "Support Services"). Included in the Support Services is
support of the then-current version of the licensed CCS Products (excluding the
Customization, if any) via CSG's Product Support Center, Account Management,
publication updates, and the fixes and updates that CSG may make generally
available as part of its maintenance and support packages (the "Updates"). The
Support Services do not include maintenance and support of the Customization,
the Incorporated Third Party Software, if any, or any other third party
software. The maintenance and support for the Customization is provided pursuant
to the terms, conditions and fees set forth in a separately executed Statement
of Work. The maintenance and support for third party products is provided by the
licensor of those products. Although CSG may assist in this maintenance and
support with front-line support, CSG will have no liability with respect thereto
and Customer must look solely to the licensor.
(b) Additional Support. At Customer's request, CSG may agree to provide at its
then current rates additional Support Services or other support, including but
not limited to, the optional support services listed on Exhibit C-3. If Customer
is not utilizing the CCS Products in a Certified Designated Environment or
Customer has added third party applications, the Customer will be responsible
for making all necessary modifications to such third party applications to
ensure they function properly with the Updates.
(c) Customization. Customer acknowledges that the Updates may not operate with
the Customization. At Customer's request, CSG may provide Customer with
customization services to modify the Updates to operate with the Customization.
CSG and Customer will establish the terms, conditions and charges under which
CSG provides any such customization services in a Statement Of Work
incorporated into Schedule B.
(d) Limitation. Updates or Enhancements in this Schedule C will not include any
upgrade or new version of the CCS Products that CSG decides, in its sole
discretion, to make generally available as a separately priced item. This
Schedule C will not require CSG to (i) develop and release Updates or
Enhancements (ii) customize the Updates or Enhancements to satisfy Customer's
particular requests or (iii) obtain Updates or Enhancements to any third party
product. If an Update or Enhancement replaces the prior version of the CCS
Product, Customer will destroy such prior version and all archival copies upon
installing the Update or Enhancement.
6. Term. This Schedule C shall be effective from the Effective Date as defined
in the Master Agreement and, unless terminated pursuant to Section 16 of the
Master Agreement, will remain in effect for a period of six (6) years (the
"Initial Term") and shall automatically be extended for additional one-year
terms (the "Additional Terms") unless either party gives the other party at
least six (6) months prior written notice of such party's intent not to extend.
Agreed and accepted this 28 day of March, 1998, by:
CSG SYSTEMS, INC. ("CSG") RENAISSANCE MEDIA LLC ("Customer")
By: /s/ Signature appears here By: /s/ Signature appears here
EXHIBIT C-1 PRODUCT SCHEDULE
EXHIBIT C-2 DESIGNATED ENVIRONMENT
EXHIBIT C-3 INSTALLATION, MAINTENANCE AND SUPPORT
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