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<br />THE DOCUMENT COMPANY
<br />XEROX
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<br />GENERAL TERMS: The following terms apply to all lease transactions:
<br />
<br />1. PRODUCTS. The term "Products" shall refer collectively to all
<br />equipment (the "Equipment"), software, and supplies ordered under this
<br />Agreement. You represent that the Products are being purchased for your own
<br />use (rather than resale) and that they will not be used primarily for personal,
<br />household or family purposes.
<br />
<br />2. CREDIT HISTORY. As part of this transaction, Xerox may
<br />investigate your credit history. Even if Products have been delivered, Xerox
<br />may, within 60 days following its acceptance of this Agreement, revoke the
<br />Agreement if your credit approval is denied.
<br />
<br />3. PA YMENT. Payment is due when you receive our invoice. All
<br />applicable taxes shall be added to your payment amount (unless you provide
<br />proof of your tax-exempt status). These taxes include, but are not limited to,
<br />sales and use, rental, excise, gross receipts and occupational or privilege taxes.
<br />You are not responsible for paying personal property taxes on the Products. In
<br />addition to any charges set out on the front page of this Agreement, you will be
<br />responsible for any non-typical delivery or removal expenses incurred.
<br />
<br />4. BASIC SERVICES. Xerox will provide the following Basic Services
<br />under this Agreement (unless you are acquiring Equipment for which Xerox does
<br />not offer Basic Services; such equipment to be designated as "No Svc."):
<br />
<br />A. REPAIRS AND PARTS. Xerox will make adjustments and repairs
<br />necessary to keep Equipment in good working order (including such adjustments
<br />or repairs required during initial installation). Parts required for repair may be
<br />new, reprocessed, or recovered. All replaced parts/materials will become Xerox'
<br />property.
<br />
<br />B. HOURS AND EXCLUSIONS. Unless otherwise stated, Basic
<br />Services will be provided during Xerox' standard working hours (excluding
<br />Xerox-recognized holidays) in areas within the United States, its territories, and
<br />possessions open for repair service for the Equipment at issue. Basic Services
<br />shall cover repairs and adjustments required as a result of normal wear and tear or
<br />defects in materials or workmanship (and shall exclude repairs or adjustments
<br />Xerox determines to relate to or be affected by the use of options, accessories, or
<br />other connected products not serviced by Xerox as well as any non-Xerox
<br />alterations, relocation, service, supplies, or consumables).
<br />
<br />C. INST ALLA TlON SITE AND METER READINGS. The equipment
<br />installation site must conform to Xerox' published requirements throughout the
<br />term of this Agreement. If applicable, you must provide meter readings in a
<br />manner prescribed by Xerox. If you fail to provide timely readings, Xerox may
<br />estimate them and bill you accordingly.
<br />
<br />D. REMEDY. If Xerox is unable to maintain the Equipment as described
<br />above, Xerox will, as your exclusive remedy. replace the Equipment with an
<br />identical product or, at Xerox' option, another product of equal or greater
<br />capabilities. This replacement product shall be subject to these same terms and
<br />conditions.
<br />
<br />E. CAR TRIOGE PRODUCTS. If Xerox is providing Basic Services for
<br />a product utilizing cartridges designated by Xerox as customer replaceable
<br />("Cartridges"), and unless you have entered into a Standard Maintenance
<br />Agreement as described below, you agree to use only unmodified Cartridges
<br />purchased directly from Xerox or its authorized resellers in the United States.
<br />
<br />F. OPERATOR MAINTENANCE PROCEDURES FOR DOCUCOLOR
<br />70 AND DOCUCOLOR 100. If Xerox is providing Basic Services for your
<br />DocuColor 70 or DocuColor 100, you agree to perform all operator maintenance
<br />procedures set forth in the applicable Printer Operator Guides (including the
<br />purchase of all referenced parts, tools, and supplies).
<br />
<br />G. PC/WORKSTATlON REQUIREMENTS. In order to receive Basic
<br />Services and/or Software Support for equipment requiring connection to a PC or
<br />workstation, you must utilize a PC or workstation that either (I) has been
<br />provided by Xerox or (2) meets Xerox' published specifications.
<br />
<br />5. WARRANTY DISCLAIMER. XEROX DISCLAIMS THE IMPLIED
<br />WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
<br />
<br />6. INTELLECTUAL PROPERTY INDEMNITY. Xerox will defend
<br />and indemnify you if any Product is alleged to infringe someone else's U.S.
<br />intellectual property rights provided you promptly notify Xerox of the alleged
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<br />DocuBroker Form# 5 I 860T&C (12/1999)
<br />
<br />infringement and permit Xerox to direct the defense. Xerox is not responsible for
<br />any non-Xerox litigation expenses or settlements unless it preapproves them in
<br />writing. To avoid infringement, Xerox may modify or substitute an equivalent
<br />Product, refund the price paid for the Product (less the reasonable rental value for
<br />the period it was available to you), or obtain any necessary licenses. Xerox is not
<br />liable for any infringement-related liabilities outside the scope of this paragraph
<br />including but not limited to infringement based upon a Product being modified to
<br />your specifications or being used or sold with products not provided by Xerox.
<br />
<br />7. LIMIT A TlON OF LIABILITY AND ASSIGNMENT. Neither party
<br />shall be liable to the other for any direct damages greater than the amounts
<br />payable hereunder or for any special, indirect, incidental, consequential or
<br />punitive damages arising out of or relating to this Agreement, whether the claim
<br />alleges tortious conduct (including negligence) or any other legal theory. You
<br />may not assign any of your rights or obligations under this Agreement without
<br />Xerox' prior written consent.
<br />
<br />8. ASSIGNMENT BY XEROX. In the event Xerox assigns any of its
<br />obligations under this Agreement, Xerox shall remain primarily responsible for
<br />their performance; any claim or defense you may have relating to these
<br />obligations must be asserted only against Xerox and not its assignee.
<br />
<br />9. MINIMUM LEASE PAYMENTS. The Minimum Lease Payment,
<br />along with any additional Print Charges, covers your cost for the use of the
<br />Equipment and its maintenance. The Minimum Lease Payment (which may be
<br />billed on more than one invoice) shall consist of the total of (I) any Base Charge
<br />and (2) any MontWy Minimum Number of Prints multiplied by the applicable
<br />Meter I Print Charge(s). For full-color equipment, color copies are counted on
<br />Meter I.
<br />
<br />10. MAINTENANCE COMPONENT PRICE INCREASES. Xerox may
<br />annually increase that amount of your Minimum Lease Payment and Print
<br />Charges you are charged for the maintenance of the Equipment (the
<br />"Maintenance Component"), each such increase not to exceed 10%. (For state
<br />and local government customers, this adjustment shall take place at the
<br />commencement of each of your annual contract cycles.)
<br />
<br />11. TITLE, RISK, AND REWCATION. The title to the equipment shall
<br />remain with Xerox unless and until you excercise your option to purchase the
<br />equipment. The Risk of Loss due to your fault or negligence, as well as theft or
<br />disappearance, shall pass to you upon shipment from a Xerox Controlled facility.
<br />The risk of loss due to all other causes shall remain with Xerox unless and until
<br />you exercise your option to purchase the equipment. Unless and until title passes
<br />to you, all Equipment relocations must be arranged (or approved in advance) by
<br />Xerox. All parts/materials replaced as part of an upgrade will become Xerox'
<br />property.
<br />
<br />12. RENEWAL. Unless either party provides notice at least 30 days
<br />before the end of the lease term of its intention not to renew the lease, it will be
<br />renewed automatically on a month-to-month basis at the same price and on the
<br />same terms and conditions. Billing will occur at the same frequency as the
<br />original lease. During this renewal period, either side may terminate this
<br />Agreement upon at least 30 days notice.
<br />
<br />13. BREACH. If you breach this Agreement, Xerox, in addition to its
<br />other remedies (including the cessation of Basic Services), may require
<br />immediate payment of (a) all amounts then due; (b) the remaining Minimum
<br />Lease Payments in the Agreement's term [less any unearned finance,
<br />maintenance, and supply charges]; (c) a reasonable disengagement fee calculated
<br />by Xerox [the amount of such fee to be available from Xerox at any time upon
<br />request]; and (d) the applicable Purchase Option. Once these sums are paid, title
<br />shall pass to you.
<br />
<br />14. CARTRIDGES. To enhance print quality, Xerox has designed the
<br />cartridge used in certain equipment models to cease functioning at a
<br />predetermined point (details regarding specific models are available upon
<br />request). In addition, certain cartridges are sold as Environmental Partnership
<br />cartridges; you agree these cartridges shall remain Xerox property and that you
<br />will return them to Xerox for remanufacturing once you have run them to their
<br />cease-function point.
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<br />15. EQUIPMENT STATUS. In support of Xerox' environmental
<br />leadership goals, and unless you are acquiring Previously Installed Equipment,
<br />Equipment will be either (a) "Newly Manufactured", which may contain some
<br />recycled components that are reconditioned; (b) "Factory Produced New Model",
<br />which is manufactured and newly serialized at a Xerox factory, adds functions
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