Common use of Uptime Guarantee Clause in Contracts

Uptime Guarantee. 11.1 The Supplier guarantees the following minimum uptime on the Products:‌ (a) [Product] [98%] uptime per annum (b) Uptime is the opposite of downtime. Downtime exists when the Product: (i) cannot function in accordance with the Product specifications (as set out in this Agreement);or (ii) is receiving contracted preventive maintenance,- and to avoid doubt, unavailability of a Product (or spares) caused by damage/breakage by UoA personnel does not contribute to downtime. Unavailability of parts (awaiting delivery) contributes to downtime. (c) Downtime measurement begins, in the case of preventative maintenance Services, at the time that Staff begin contracted preventative maintenance Services, and in all other cases when UoA contacts the Supplier's service help desk to advise that the Product is not functioning in accordance with its specifications. If the Supplier’s service representative is denied immediate access to the Product, the time spent waiting for the Product will not qualify for downtime measurement. Such access may be either on site, or via remote telephone connection at the Supplier’s discretion. (d) The signature of the relevant UoA personnel on a service report will signify that the downtime condition no longer exists and will cease downtime measurement. If a signature cannot be obtained because of the hour at which the service call was completed, then the hour at which the service call was completed will be used as the end of the downtime episode provided that the downtime condition no longer exists when the Product is next utilised by UoA personnel. 11.2 Calculation of Uptime (a) Uptime Measurement Formula: (Base Hours – Downtime) = Uptime Hours (Uptime Hours / Base Hours) x 100 = Uptime Percentage 11.3 If the event that the uptime described below is not achieved for any Product covered by warranty during the Warranty Period, the Warranty Period for the relevant Product will be extended in accordance with the following table: Uptime Rebate Award Product 98% to 100% 95% to 97.9% 92% to 94.9% <92% None 2 weeks extension of warranty 3 weeks extension of warranty 4 weeks extension of warranty 11.4 In the event that the uptime specified in clause [11.1] above is not achieved for any Product in any rolling twelve (12) months period after the Warranty Period has expired, the price payable for preventative maintenance Services for that Product will be discounted in accordance with Table [004] below. The discount will be applied to the annual preventive maintenance payment(s) for the following twelve (12) months: Uptime Adjustment Product 98% to 100% 95% to 97.9% 92% to 94.9% <92% None 5% 10% 15%

Uptime Guarantee. 11.1 The Supplier guarantees the following a minimum uptime Uptime on the Products:‌Product. Uptime is the opposite of downtime: (a) [Product] [98%] % uptime per annump.a. (b) Uptime is the opposite of downtime. Downtime ‘Downtime” exists when the Product: (i) Product cannot function in accordance with as per requirements and agreed specification of the Product specifications (as set out in this Agreement);or (ii) UoA and is receiving contracted preventive maintenance,- and to avoid doubt, unavailability maintenance. Unavailability of a Product (or spares) caused by damage/breakage by the UoA personnel Staff does not contribute to downtime. Unavailability of parts (awaiting delivery) contributes to downtime. (c) Downtime measurement begins, in the case of preventative maintenance Services, at the time that Staff begin contracted preventative maintenance Services, and in all other cases begins when UoA contacts the Supplier's a service help desk to advise call indicating that the Product is not functioning in accordance with its specificationsdown is received and recorded by the Supplier’s Service Help Desk. If the Supplier’s service representative is denied immediate access to the Product, the time spent waiting for the Product will not qualify for downtime measurement. Such access may be either on site, or via remote telephone connection at the Supplier’s discretion. (d) The signature of the relevant UoA personnel on a service report will signify that the downtime condition no longer exists and will cease downtime measurement. If a signature cannot be obtained because of the hour at which the service call was completed, then the hour at which the service call was completed will be used as the end of the downtime episode provided that the downtime condition no longer exists when the Product is next utilised by UoA University personnel. 11.2 Calculation of Uptime (a) Uptime Measurement Formula: (Base Hours – Downtime) = Uptime Hours (Uptime Hours / Base Hours) x 100 = Uptime Percentage 11.3 If the event that the uptime Uptime described below is not achieved for any Product new equipment covered by warranty during the Warranty Periodwarranty period, the Warranty Period for the relevant Product an adjustment will be extended in accordance with made to the equipment warranty expiration date according to the following tableschedule: Uptime Rebate Award Product 98% to 100% None 95% to 97.9% 2 weeks extension of warranty 92% to 94.9% <92% None 2 weeks extension of warranty 3 weeks extension of warranty <92% 4 weeks extension of warranty 11.4 In the event that the uptime Uptime specified in clause [11.1] above is not achieved for any the Product in any rolling twelve (12) 12 months period after the Warranty Period warranty has expired, the price payable for preventative maintenance Services for that Product will be discounted a discount in accordance with to the schedule appearing in Table [004] below. The discount will be applied made to the annual preventive maintenance Preventive Maintenance payment(s) for covering the following twelve (12) monthsnext Uptime Measurement Period: Uptime Adjustment Product 98% to 100% 95% to 97.9% 92% to 94.9% <92% None 5% 10% 15%

Uptime Guarantee. 11.1 The Supplier guarantees the following a minimum uptime Uptime on the Products:‌Product. Uptime is the opposite of downtime: (a) [Product] [98%] % uptime per annump.a. (b) Uptime is the opposite of downtime. Downtime ‘Downtime” exists when the Product: (i) Product cannot function in accordance with as per requirements and agreed specification of the Product specifications (as set out in this Agreement);or (ii) UoA and is receiving contracted preventive maintenance,- and to avoid doubt, unavailability maintenance. Unavailability of a Product (or spares) caused by damage/breakage by the UoA personnel Staff does not contribute to downtime. Unavailability of parts (awaiting delivery) contributes to downtime. (c) Downtime measurement begins, in the case of preventative maintenance Services, at the time that Staff begin contracted preventative maintenance Services, and in all other cases begins when UoA contacts the Supplier's a service help desk to advise call indicating that the Product is not functioning in accordance with its specificationsdown is received and recorded by the Supplier’s Service Help Desk. If the Supplier’s service representative is denied immediate access to the Product, the time spent waiting for the Product will not qualify for downtime measurement. Such access may be either on site, or via remote telephone connection at the Supplier’s discretion. (d) The signature of the relevant UoA personnel on a service report will signify that the downtime condition no longer exists and will cease downtime measurement. If a signature cannot be obtained because of the hour at which the service call was completed, then the hour at which the service call was completed will be used as the end of the downtime episode provided that the downtime condition no longer exists when the Product is next utilised by UoA University personnel. 11.2 Calculation of Uptime (a) Uptime Measurement Formula: (Base Hours – Downtime) = Uptime Hours (Uptime Hours / Base Hours) x 100 = Uptime Percentage 11.3 If the event that the uptime Uptime described below is not achieved for any Product new equipment covered by warranty during the Warranty Periodwarranty period, the Warranty Period for the relevant Product an adjustment will be extended in accordance with made to the equipment warranty expiration date according to the following tableschedule: Uptime Rebate Award Product 98% to 100% None 95% to 97.9% 2 weeks extension of warranty 92% to 94.9% <92% None 2 weeks extension of warranty 3 weeks extension of warranty <92% 4 weeks extension of warranty 11.4 In the event that the uptime Uptime specified in clause [11.1] above is not achieved for any the Product in any rolling twelve (12) 12 months period after the Warranty Period warranty has expired, the price payable for preventative maintenance Services for that Product will be discounted a discount in accordance with to the schedule appearing in Table [004] below. The discount will be applied made to the annual preventive maintenance Preventive Maintenance payment(s) for covering the following twelve (12) monthsnext Uptime Measurement Period: [can be negotiated or removed] Uptime Adjustment Product 98% to 100% 95% to 97.9% 92% to 94.9% <92% None 5% 10% 15%