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GENERAL TERMS: The following terms apply to all lease tmnsactions: Prescribed by Xeroz. If you do no[ provide Xerox with meter readings as required.
<br /> Xerox may estimate them and bill you accordingly.
<br /> I. PRODUCTS. The term "Products" shall refer collectively to all equipment (the D. EQUIPMENT REPLACEMENT. V Xerox is unable to maimain the
<br /> "Equipment"), software, and supplies ordered under this Agreement. You represent Equipment as described above, Xerox will, as your exclusive remedy for Xerox's
<br /> that the Products are being ordered for your own business use (rather than resale) failure to provide Basic Services, replace [he Equipment with an identical product
<br /> and that they will not be used for personal, household or Family purposes. or, at Xerox's option, another product of equal or greater capabilities. I( a
<br /> 2. NON-CANCELABLE LEASE. THIS AGREEMENT IS A LEASE AND IT replacement product is provided pursuant to this Section, it shall be subject [o the
<br /> CANNOT BE CANCELED OR TERMINATED EXCEPT AS EXPRESSLY terms and conditions of this Agreement, there will not be an additional charge for
<br /> PROVIDED HEREIN. YOUR OBLIGATION TO MAKE MINRvtUM LEASE [he replacement product and, except as se[ forth in Section 10 below, there will not
<br /> PAYMENTS AND TO PAY ANY OTHER AMOUNTS DUE HEREUNDER be an additional charge for Basic Services during the then-curent term during
<br /> SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL NOT BE which Basic Services are being provided.
<br /> SUBJECT TO ANY DELAY, REDUCTION, SET-OFF, DEFENSE, E. CARTRIDGE PRODUCTS. If Xerox is providing Basic Services for
<br /> COUN'T'ERCLAIM OR RECOUPMENT FOR ANY REASON WHATSOEVER, Equipment utilizing cartridges designated by Xerox as customer replaceable
<br /> IRRESPECTIVE OF XEROX'S PERFORMANCE OF ITS OBLIGATTONS ("Cartridges"), you agree to use only unmodified Cartridges purchased directly
<br /> HEREUNDER, INCLUDING PURSUANT TO SECTIONS 4 AND 23 HEREOF. from Xerox or its authorized resellers in the United States.
<br /> ANY CLAIM THAT YOU MAY HAVE AGAINST XEROX MAY BE p PC/WORKSTATION REQUIREMENTS. In order to receive Basic Services
<br /> ASSERTED SOLELY AGAINST XEROX [N A SEPARATE ACTION. and/or Software Support for Equipment requiring connection to a PC or
<br /> 3. LEASE COMMENCEMENT, PAYMENT, TAXES & CREDIT HISTORY. workstation, you must utilize a PC or workstation [hat either (I) has been provided
<br /> A. The lease term for this Agreement shall commence upon installation of the by Xerox or (2) meets Xerox's published specifications.
<br /> Equipment; provided, however, for customer-installable Equipment, [he lease term G. DELIVERY AND REMOVAL. Xerox will be responsible for all standard
<br /> (or this Agreement shall commence upon delivery of [he Equipment. delivery and removal charges. You will only be responsible for any non-standard
<br /> B. You agree to pay Xerox each Minimum Lease Payment, all Print Charges and delivery or removal expenses incurred.
<br /> all amounts due hereunder within thirty (30) days of the invoice date or on the due 5. WARRANTY DISCLAIMER .@ WANERS. XEROX DISCLAIMS, AND
<br /> date listed on the invoice, whichever is earlier. Restrictive covenants on YOU WANE, THE IMPLIED WARRANTY OF FITNESS FOR A
<br /> instruments or documents submitted for or with payments you send to Xerox will PARTICULAR PURPOSE. The parties intend this agreement [o be a "finance
<br /> not reduce your obligations. lease" under article 2a of the uniform commercial code ("uce"). Except to the
<br /> C. You shall be responsible for any and all applicable Taxes, which will be extent expressly provided herein, you waive, to the extent permitted by applicable
<br /> included in Xerox's invoice unless you provide proof of your tax exempt status. law, all rights and remedies conferred upon a lessee by article 2a of the uce.
<br /> "Taxes" shall mean any [ax, assessment or charge imposed or collected by any 6. [NTELLECT'UAL PROPERTY INDEMNITY. Xerox will defend and
<br /> governmental entity or any political subdivision thereof, however designated or indemnify you if any Product is alleged [o infringe someone else's U.S. intellectual
<br /> levied, imposed on this Agreement or [he amounts payable to Xerox by you for the property rights provided you promptly notify Xerox of the alleged infringement and
<br /> billing of Products, Print Charges, services and maintenance of any kind; Taxes permit Xerox to direct the defense. Xerox is not responsible for any non-Xerox
<br /> ineWde, but are not limited [o, sales and use, rental, excise, gross receipts and litigation expenses or settlements unless i[ preapproves them in writing. To avoid
<br /> occupational or privilege [axes, plus any interest and/or penalty thereon, but infringement, Xerox may modify or substitute an equivalent Product, refund the
<br /> excluding any personal property taxes and taxes on Xerox's net income. If a taxing price paid for the Product (less the reasonable rental value for the period it was
<br /> authority determines that Xerox did not collect all applicable Taxes, you shall available to you), or obtain any necessary licenses. Xerox is not liable for any
<br /> remain liable to Xerox for such additional Taxes. infringement-related liabilities outside the scope of this Section including, but nut
<br /> D. You, [o the extent required by applicable law, authorize Xerox (or its agent) to limited [o, infringement based upon a Product being modified to your specifications
<br /> obtain credit reports (including in connection with credit analysis or subsequent or being used or sold with products not provided by Xerox.
<br /> review, collection or enforcement of your obligations hereunder), make such other 7. LIMITATION OF LIABILITY. Xerox shall not be liable to you for any direct
<br /> credit inquiries as Xeroz may dcem necessary, Cornish payment history information damages in excess of $10,000 or [he amounts paid hereunder, whichever is greater,
<br /> to credit reporting agencies, and release to prospective assignees of this Agreement and neither party shall be liable to the other for any speciah indirect, incidental.
<br /> or any rights hereunder information Xerox has about you and this Agreement Even consequenfial or punitive damages arising out of or relating to this Agreement,
<br /> i( Products have been delivered, Xerox may, within sixty (60) days following its whether the claim allegac tortious conduct (including negligence) or any other legal
<br /> acceptance oC this Agreement revoke the Agreement if your credit approval is theory. Any action you take against Xerox must be commenced within two (2)
<br /> denied. years after the event that caused i[.
<br /> 4. BASIC SERVICES. As a mandatory part of a Lease, Xerox (or a designated R. ASSIGNMENT.
<br /> servicer) will provide the following Basic Services under [his Agreement (unless A If you wish to assign any rights or obligations under this Agreement, you shall
<br /> you are acquiring Equipment for which Xerox does not offer Basic Services; such provide a written notice [o Xerox of such request for consent, with said notice
<br /> Equipment to be designated as "NO Svc."): including the name of the proposed assignee. Your request to assign this
<br /> A. REPAIRS & PARTS. Xerox will make repairs and adjustments necessary to Agreement will be granted by Xerox if: (1) you are not in default under this
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<br /> keep Equipment in good working order (including such repairs or adjustments Agreement or under any other agreement with Xerox; (2) the proposed assignee
<br /> required during initial installation). Parts required for repair may be new, agrees [o Section 3.D. of this Agreement titled "LEASE COMMENCEMENT.
<br /> reprocessed, or recovered. PAYMENT, TAXES & CREDIT HISTORY" as applicable to it, for the purposes
<br /> B. HOURS & EXCLUSIONS. Unless otherwise stated, Basic Services will be of the proposed assignment; (3) the proposed assignee meets Xerox's then curtent
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<br /> provided during Xerox's standard working hours (excluding Xerox-recognized creAif criteria for similar transactions as detemrined by Xerox in its sole discretion;
<br /> holidays) in areas within the United States, its territories, and possessions open for and, (4) you and the proposed assignee execute a writing, in a form acceptable to
<br /> repair service for the Equipment at issue. You agree to give Xerox reasonable Xerox, confirming said assignment.
<br /> access to the Equipment. Basic Services shall cover repairs and adjustments R. Xerox may assign this Agreement, in whole or in part, without prior notice to
<br /> required as a result of normal wear and [ear or defects in materials or workmanship you and may release information it has about you related to [his Agreement. Each
<br /> (and shall exclude repairs or adjustments Xerox deternines to relate to or be successive assignee of Xerox shall have all of [he rights but none of the obligations
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<br /> affected by the use of options, accessories, or other connected products no[ serviced of Xerox hereunder. You shall continue to look to Xerox for performance of
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<br /> by Xerox, as well as any non-Xerox alterations, relocation, service, supplies, or Xemz's obligations, including the provision of Basic Services, and you hereby
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<br /> consumables). You agree to use the Equipment in accordance with all applicable waive and release any assignees of Xerox from any such claim. To the extent That
<br /> manuals and instructions. You also agree to perform all operator maintenance Xerox notifies you of any such assignment, you shall make all payments due
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<br /> procedures for the Equipment and to purchase all referenced parts, tools, and hereunder in accordance with [he instructions of such assignees of Xerox. You
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<br /> supplies needed to perform those procedures that are described in the applicable shall not assert any defense, counterclaim or setoff that you may have or claim
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<br /> manuals and instructions. against Xerox against any assignees of Xerox.
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<br /> C INSTALLATION SITE Rc METER READINGS. The Equipment installation 9 MINAIUM LEASE PAYMENT'S. Each Minimum Lease Payment (which
<br />
<br /> site must conform to Xerox's published requirements throughout the term of this may be billed on more than one invoice) includes a Periodic Base Charge, and may
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<br /> Agreement If applicable, you agree to provide meter readings in the manner include a Periodic Minimum Number of Prints. The Minimum Lease Payments.
<br /> Xerox Form# 51860(&c (07/2004) R/1 I/2004 Page 2 of 6
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