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' THE DOCUMENT COMPANY 31
<br /> XEROX
<br /> GENERAL TERMS: The following terms apply to all lease transac[ions: �nfringement and permit Xerox to direct the defense. Xeroz is not responsible fa
<br /> any non-Xeroz litigation expenses or setdements unless it preapproves them in
<br /> 1. PRODUCTS. The term "Products" shall refer collectively to all wciting. To avoid infringemen4 Xeroz may modify or substitute an equivalent
<br /> equipment (the "Equipment"), software, and supplies ordered under this Product, refund the price paid for the Product pess the reasonable rental value for
<br /> Ag�eement. You represent that the Products are being purchased for your own the period it was available to you), or obtain any necessary licenses. Xerox is not
<br /> use (rather than tesale) and that they will not be used primarily for personal, Gable for any infringement-�elated liabilities outside the scope of this paragcaph
<br /> ' household or family pucposes. including but not 6mited to infringement based upon a Prod�ct being modified to
<br /> 2. CRED[T HISTORY. As part of this transaction, Xerox may your specifications or being used or sold with products not provided by Xerox.
<br /> investigate your credit history. Even if Products have been delivered, Xerox 7. LIMITATION OF LIABILITY AND ASSIGNMENT. Neither party
<br /> may, within 60 days following its acceptance of this Agreement, revoke the shall be liable to the other for any direct damages greater than the amounts
<br /> Agreement if your credit apptoval is denied. payable hercunder or for any special, indirect, incidenta(, consequential or
<br /> 3. PAYMENT. Payment is due when you receive our invoice. All punitive damages arising out of or islating to dus Agreement, whether the ciaim
<br /> appGcable taxes shall be added to your payment amount (unless you provide a�leges tortious conduct (including negligence) or any other legal theory. YQu
<br /> proof of your tax-exempt status). '1'hese taxes include, but are not limited to, �Y not assign any of your rights or obligations under this Ag�eement without
<br /> sales and use, �ental, ezcise, gross receipts and occupational or privilege taxes. Xerox' prior written consent
<br /> You are not responsibk for paying pecsonal propeRy taxes on the Products. In S, ASSIGNMFNT BY XEROX. in the event Xerox assigns any of its
<br /> addition to any charges set out on the front page of this Agreement, you will be obGgations under this Agaement, Xerox shall cemain primarily responsible for
<br /> responsiblcforany pon-typical delivery oa,teaioval cXpenses incu�d. their perfo�mance;aay claun ordefense.yrnr may have relaang w these
<br /> obligations must be asserted only against Xerox and not its assignee.
<br /> 4. BASIC SERVICFS. Xerox will provide the following Basic Services 9• MIIVIMUM LEASE PAYMENI'S. 'Ihe Minimum Lease Payment,
<br /> under this Agroement (unless you are acquiring Equipment for which Xeroa does �ong with any additional Print Charges, covets your cost for the use of the
<br /> not offer Basic Services; such equipment to be designated as "No Svc."): Equipment and its toaintenat�ce. The Minimum I.ease Payment (which may be
<br /> billed on more than one invoice) shall consist of the total of (i) any Base Charge
<br /> A. REPAIRS AND PARTS. Xerox will make adjustrnents and czpaiis �d (2) any Mondily Minimum Number of Prints multiplied by the applicable
<br /> necessary to kcep Equipment in good working ocder (including such adjustments Meter 1 Print Charge(s). For fiill-color equipment, color copies are counted on
<br /> or repairs required during initial installation). Pazts requined for �epair may be Meta 1.
<br /> new, reprocessed, or recovered. All csplaced patts/materials will become Xerox'
<br /> P � m 10. MAINTENANCE COMPONENT PRICE INCREASFS. Xerox may
<br /> annually inceease d�at aznount of your Minimwn I.ease Payment and Print
<br /> B. HOURS AND EXCLUSIONS. Unless othecwise stated. Basic Charges you azs charged for the maintenance of the Equiprt�ent (the
<br /> Services will be provided during Xerox' standard working hours (ezcluding ••Maintena�ce Compcmenr'), each such increase not to ezcxd 1096. (For state
<br /> Xerox-recogniud holidays) in arLas within the U�ited States, its tecritories, and �d local government custome�s, tlris adjustment s6all take place at the
<br /> possessions open for ispair service for the Equipment at issue. Basic Services commencement of each of your annual contract cycles.)
<br /> shall cover repairs and adjustments required as a resuit of normal wear and tear or
<br /> defects in materials or workmanship (and shall exclude repairs or adjustrnents ��• T�• RISK, AND REtACp`TiON. The tide ro the equipmer►t shall
<br /> Xerox deterrttines to relate to or be affected by the use of options, accessories, or �main with Xeroz unless and until you excercise your option to purchase the
<br /> other connected products not serviced by Xemx as well as any non-Xerox equipment The Risk of L.oss due to your fault a negligence, as well as theft or
<br /> alterations, relocation, service, supplies, or consumables). disappearance, shall pass to you upon shipment from a Xeroz Controlled facility.
<br /> The risk of loss due to all other causes shall remain with Xerox unless and until
<br /> C. INSTALL.ATION STfE AND METER READINGS. The equipment you eaercise your opdon to purchase the equipment. Unless and undl tide passes
<br /> installation site must conform to Xerox' published cequicements throughout the to you, ail Equipment celocations must be a�ranged (or appmved in advance) by
<br /> term of this AgreemenL If applicable, you must provide meter readings in a Xeroz. pu part�ma�erials �epl� as pazt of an upgade will become Xelnx'
<br /> manner prescribed by Xerox. If you fail to p�ovide timely readings. Xerox may ��,.
<br /> estimate them and bill you accordingly. •
<br /> 12. RENEWAL. Unless either pacty provides notice az least 30 days
<br /> D. REMEDY. If Xerox is unable to maintain the Equipment as described �fine the end of the lease term of its intention not to renew the lease, it will be
<br /> above, Xerox will, as your ezclusive remedy, replace the Equipment with an renewed automatically on a month-to-month basis at the same price and on the
<br /> identical product or, at Xerox' option, another product of equal or geater same terms and condiaons. Billing will occur at the same frequency as the
<br /> capabilities. 71�is roplacement product shall be subject to diese same ternu and ��nal lease. During this �snewal period, either side may terminate this
<br /> conditions. Agreement upon at least 30 days notice.
<br /> E. CARTRIDGE PRODUCPS. If Xerox is providing Basic Services for � 3_ BREACH. [f you breach this Agreement, Xeroz, in addition to its
<br /> a product utiliang cartridges designated by Xeroz as customer replaceable other remedies (including the cessation of Basic Services), may require
<br /> ("Cartridges"), and unless you have earered into a Standard Maintenance i���ate payment of (a) all amounts then due; (b) the remaining Minimum
<br /> Agreement as described beiow, you agiee to use only unmodified Carvidges �� payments in the Agreement's term [less any uneamed finance,
<br /> punhased direcdy from Xerox or its authorized resellers in the United States. ��� � supply charges]; (c) a reasonable disengagement fee calculated
<br /> F. OPERATOR MAIIVTENANCE PROCEDURES FOR DOCUCOiAR by Xeroz [the artwunt of such fee to be available from Xerox at any time upon
<br /> 70 AND DOCUCOLOR 100. If Xerox is providing Basic Services for your �q�s�l: and (d) the apQGcable Purchase Option. Once these sums are paid, tide
<br /> DocuColor 70 or pocuColor 100, you agoe to perform all operator maintenance shall pass to you.
<br /> procedures set forth in the applicable Printer Operator Guides (including the �4. CARTRIDGES. To enhance print qualiry, Xeroz has designed the
<br /> . pu�hase of all neferenced parts, tools, and supplies). caztridge used in certain equipment models to cease functioning at a
<br /> G. PGWORKSTATION REQUIIiEMENTS. In order to teceive Basic P�e��� P��� (details regarding specific rnodels are available upon
<br /> Services and/or Software Support for equiprt►ent �equiring connection to a PC or �aquest). In addition, certain cartridges are sold as Environmental Paztnership
<br /> workstaaon, you must utilize a PC or workstation that either ( I) has been caztridges; you agree these caztridges shall remain Xerox property and that you
<br /> provided by Xeroz or (2) mcets Xerox' published specifications. will retum them to Xerox for remanufacturing once you have run them to their
<br /> 5. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE �vIPLIED cease-function point.
<br /> WARRA►Y7'Y OF FITNESS FOR A PARTICULAR PURPOSE. I5. EQUIPMENT STANS. In support of Xerox' environmental
<br /> 6. INTELLECTUAL PROPER7'Y INDEMNITY. Xecoz will defend �eadership goals, and unless you are acquiring Previously Installed Equipment,
<br /> Equipment will be either (a) "Newly Manufactured", which may contain some
<br /> and indemnify you if any Product is alleged to infringe someot►e else's U.S. �ycled components that are reconditioned ;(b) "Factory Produced New Model",
<br /> intellectual property rights provided you promptly notify Xerox of lhe alleged which is manufactured and newly serialized at a Xerox factory, adds functions
<br /> DocuBroker Fam# 51860T&C (17J1999) 4/14J2000 Page 2 of 5
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