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3 ��� 0 THE DOCUMENT COMPANY
<br /> XEROX
<br /> and features to a product previously disassembied ro a Xerox predetermined D. Xerox warrants that the Base and Applicaceon Soitware will perform
<br /> standard, and contains both new components and cecycled components that are in material conformity with its pubGshed specifications for a 90-day period from
<br /> reconditioned; or (c) "Remanufactured", which has been factory produced the date it is delivered or, for softwaie installed by Xeroz, the date of software
<br /> following disassembly to a Xeroz p�edetermined standard and contains both new installation. IVeither Xeroz nor its licensors warrant that the Base or Applicatior.
<br /> components and recycled components that are ieconditioned. Software will be free from enois or that its operadon will be unintemipted.
<br /> l6. PURCHASE OPTIONS. You may punchase the Equipment at the end
<br /> , of the lease tertn for the Purchase Option indicated in this Agrcement (i.e., either 20. SOFTWARE SUPPORT. During the period dist Xemz provides
<br /> a see dollar amount or the Fair Market Value of the Fqnipment at the lease term's g��c Servias for the Equipment, Xerox will also provide software su rt fot
<br /> conclusion ["FMV"]). You may purchase the Equipment at any rime during the � g� Software under the foqowia terms. For A �cation Software, Xerox
<br /> lease by paying (a) all amounts then due; (b) the remaining Minimum Lease g pP
<br /> will pmvide this same level of suppmt provided you ar�e cunent in the payrnent of
<br /> Payments in the Agrxment's term [less any uneamed finance, maintenance, and �� �b� license and Annual Renewal Fees (or, for programs not uirin
<br /> supply chazgesJ; (c) a roasonable disengagement fee calculated by Xerox [the �9 B
<br /> amount of such fee to be available from Xerox at any time upon �equestj; and (d) �nual Renewal Fees, the payment of the Initial license Fee and the annual
<br /> the appGcable Purchase Option. When d�ese amountc have been fuqy paid, tide "Suppoct Only" Fees):
<br /> to t6e Equipma�t will trar�sfer to you. A. Xerox will asswc that Base'snd Application Software performs in .
<br /> 17. PROTECTION OF XEROX' RIGHTS. Unless and until you purchase ��� ca�fonaity with its published speci6cations and will maintain a toll-free
<br /> the leased ui ment, ou heceb authoriu Xerox or its hotline during standard business houcs W answer related questions.
<br /> Eq p y y agents to execute on
<br /> your behalf ap documents �sary W protect Xerox' rights as the Equipment B• Xerox may make available new releases of the Base or Application
<br /> Lessor (includiag We pecfx.doa of Xua�c' pocehasa�moaey, socurity, intasst, that: Softwace that primatily, incorpocate coding enor 6xes aod are designated ac
<br /> shail attach to all Equipment for which the Purchase Option is a set dollar "Mainteoana Rdeases". Maintenance Releases are provided at no charge and
<br /> amount). must be impkmented within six (6) months after being made available to you.
<br /> 18. MISCF.Ld.ANEOUS. This Agreement coostitutes d�e entine �h new Maintenance Rekase shall be considemd Base oc Application Software
<br /> ageement as to its subject maaer, supe�des all prior and contemporaneous oral 8ovemed by tt�ese 5oftware Tern�s. . New teleases of the Base or Application
<br /> and written agieements, and shall be construed under the laws of the State of Software that aze not Maintenance Releaces, if any, may be subjxt to addidonal
<br /> New Yoci� (without regard to contlict-of-law principles). Xerox may retain a ��cense fxs at Xeroz' then-cur�snt pricing and si�al( be ca�sidered Base or
<br /> reproduction (e.g., electronic image, photocopy, facsimile) of this Agrxment � Software govemed by these Software Te�ma (unless otherwise
<br /> which shall be considaed an wvalent to the ori noted).
<br /> eq ' ginal; in addition, Xeroz may
<br /> acapt this Ag�eement either by its sig�ature or commencing perfonnance (e.g., C. Xerox will use rcasonable efforts, tithu diiecdy and/or with its
<br /> EquiPment detivery). All changes to this Agreement mnst be made in a writing vendo�s. to cesolve codil�g eaors oc piovide workarow�ds or patches. providod
<br /> signed by both pazties; accordingly, any terms on your ordering documents shall you aport probkms in the manner spxified by Xerox.
<br /> be of no force or effect. In any accion to enforce this Agieement, the parties p, Xerox shall not be obligatod (a) to suppo�t any Base or Application
<br /> agree to waive their right to a jury trial and to pay the peevailing party's costs and ��,� � is two or mo�e grne�ons older than Xe�ox' most cument release or
<br /> ezpenses, including reasonable attomeys' fxs. (b) w remedy coding arots if you have modified the Base or AppGcation
<br /> SOFTWARE TERMS: Thc following additiooal tenns apply only to transactions �ft�are.
<br /> covering Application Software and/or Xeroz-bisnd Printing System, DocuTech, E. Xerox may aimually adjust the Annual Renewal and Suppoct-Only
<br /> Color, High-Volutne and Digital Copier-Duplicator, or pocumau Centce Fces, each sach increase not to ezcxd 1096. (For state and local-government
<br /> Products: custome�s, this adjustrcent shall take place at the commencement of esch of your
<br /> 19. SOFI'WARE LICFNSE. The following tenns apply ro copyrighted annual conaact cycles.)
<br /> software and the accompanying documentation, including but not 6mi0ed to 21. DIAGNOSTIC SOFTWARE. Software used to maintain the
<br /> operating system software, provided with orwithin the Fquipa�att ("Base. Equipment anNor diagnose its failutes or substandard perforniance (collectively
<br /> Software") as well as software speci6cally sa ouc es "Appficadon Software" on �•piagnosdc Software") is embedded in, resides on, or may be loaded onto the.
<br /> the face of this Ageement. This license dces not apply to any Diagnostic Equipment 'i]►e Diagnostic Software and method of entry or accus to it
<br /> Software nor to any software and accompanying documentation made subject to a constitute valuable trade sec[ets of Xerox. Tide to the Diagnosdc SoRwaze shall
<br /> separate license agreement.
<br /> at all dmes remain solely with Xerox and/or Xerox' Gcensocs. You agrce that (1)
<br /> A. Xemx grants you a non-exclusive, non-transferable Gcense to use the your acquisition of the Equipment does not giant you a Gcense or right to use the
<br /> Base Software within the United States, its territories, and possessions (the Diagnostic Softwaze in any rt�anner and (2) that unkss separately licensed by
<br /> "United States") only on or with the Fquipment with which (or within which) it Xerox to do so, you will not use, reproduce, distribute, or disclose the Diagnostic
<br /> was delivered. For Appiication Software, Xerox grants you a non-ezclusive, non- Software for any pu�pose (or allow third pa�ties ro do so). You agree at all times
<br /> tcansferable license to use this software within the United Statac on any singk (including subsequent to the expiration of this Ag�eement) to allow Xeroz to
<br /> unit of equipment for as long as you aze cwrent in the peyment of any indicated access. monitor, and otherwise talce steps to pavent unauthorized use or
<br /> software Gcense fces (induding any Annual Renewal Fxs). You have no other �eproducrion of the Diagnosdc Softwaie.
<br /> rights to the Base or Application Software and, in paiticular, may not (1) �-,py���p� �MS: The following addidonal temis apply only ro state
<br /> distribute, modify, create derivatives of, decompik, or revase en�aeer this � ��� govemment wstomeis:
<br /> software: (2) activate any software delivead with or within the Equiprt�ent in an
<br /> unactivated state; or (3) allow others to engage in same. TiUe to t!ro Base and 2 � �VIItNMENT CUSTOMER TERMS
<br /> Applicarion Software and all c�pyrights and other inoelkctual property rights in it p, F1INDING. You staoe that it is your intent ro malce all payments
<br /> shall at all dmes reside solely with Xerox and/or its licensors (who shall be Rquired under this Agreement. In the event that (1) dwugh no action initiated by
<br /> considered third-party beneficiaries of these software provisions). you your legislative body does not appropriate funds for the continuation of tFtis
<br /> � B. Xerox may ternunate your license for any Base Software (1) Ag��nt for any fiscal year after the Frst fiscal year and has no funds to do so
<br /> immediately if you no longer use or possess the Equipment or are a kssor of the �m other sources and (2) you have made a rcasonabk but unsuccessful effort to
<br /> Equipment and youc first lessee no longer uses or possesses it or (2) upon the find a viable assignx within your ge�ral organi7ation who can continue this
<br /> terminadon of any agreement under which you have rented or leased the Ag�eement, this Agreement may be temtinated. To effect this termination, you
<br /> Equipment. shall, 30 days prior to the beginning of the fiscal year for which your legislative
<br /> body dces not appropriate funds, send Xemx written notice stating that your
<br /> C. If you t�ansfer possession of the Equipment, Xerox will offer the legislative body failed to appropriate funds and that you have made the cequired
<br /> transferee a license to use the Base Softwaze within the United States on or with effoR to find an assignee. Your notice must be accompanied by payment of all
<br /> it, subject to Xerox' then-applicable terms and 6cense feac, if any, and provided $� � owed Xerox under this Agreement and must cenify that the canoeied
<br /> the uansfer is not in violation of Xerox' rights. Equipment is not being replaced by equipment perfornting similar functions
<br /> during the ensuing fiscal year. In addition, you agree at your expense to remrn
<br /> the Equipment in good condition to a location desigaated by Xerox and that,
<br /> DocuBroker Form# 51860T&C (l2/1999) 4/14/2000 Page 3 of 5
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