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along with any additional Print Charges for prints made in excess of the Minimum # Cartridges; you agree [hat these cartridges remain the property of Xerox and you
<br /> of Prints, cover your cost for the use of the Equipment and its maintenance shall return them to Xerox for remanufacmring once they cease functioning.
<br /> (provided as Basic Services). I5. E UB'MENT STATUS. to su
<br /> Q pptM of Xerox's environmental leadership goals.
<br /> 10. MAINTENANCE COMPONENT PRICE MCREASES. Xerox may annually and unless you are acquiring Previously Installed Equipment Equipment will he
<br /> increase that amount of the Minimum Lease Payment and Print Charges you are either (a) "Newly Manufacmed", which may contain some recycled components
<br /> charged for maintenance of the Equipment (the "Maintenance Component"), each [ha[ ate reconditioned; ro) "Factory Produced New Model", which is manufacmred
<br /> such increase not to exceed 10%o. (For state and local government customers, this and newly serialized al a Xerox factory, adds functions and features to a product
<br /> adjustment shall take place at the commencement of each of your annual contract previously disassembled to a Xerox predetermined standard, and contains both new
<br /> cycles.) components and recycled components [hat are reconditioned; or, (e)
<br /> 11. TITLE, RISK & RELOCATION. Title to the Equipment shall remain with "Remanufacmred", which has bcen factory produced following disassembly to a
<br /> Xerox unless and until you exercise your option [o purchase the Equipment. If you Xerox predetermined standard and conmins both new components and recycled
<br /> acquire title to the Equipment, you must comply with all applicable laws and components that are reconditioned.
<br /> regulations regarding [he export of any commodity, technology and/or software. 16. PURCHASE OPTIONS. You may purchase the Equipment "AS IS, WHERE-
<br /> You agree thaC (a) the Equipmem shall remain personal property; (h) you will not 1S" and WITHOUT ANY WARRANTY AS TO CONDR7ON OR VALUE, at the
<br /> attach any of the Equipment as a fixture m any real estate; (c) you will not pledge, end of, or doting, the lease term. You may purchase the Equipment at [he end of
<br /> sub-lease or part with possession of [he Equipment or file or permit ro be filed any the lease term for the Purchase Option indicated in this Agreement (i.e., either a set
<br /> lien against the Equipment and. (d) you will not make any permanent alterations to dollar amount or the Fair Market Value of the Equipment at the lease term's
<br /> the Equipment The risk of Toss due ro your fault or negligence, as well as chef[ or conclusion ["FMV"]), plus any applicable Taxes. You may purchase the
<br /> disappearance, shall pass to you upon shipment from a Xerox controlled facility. Equipment at any time during [he lease term by paying: (a) all amounts then due:
<br /> The risk of loss due to all other causes shall remain with Xerox unless and until you (b) [he remaining Minimum Lease Payments in the Agreement's term less any
<br /> exercise your option to purchase the Equipment. Unless and until [isle passes to unearned finance, maintenance, and supply charges (as reflected on the lessor's
<br /> you, all Equipment relocations must he arranged (or approved in advance) by books and records); (c) a reasonable disengagement fee calculated by Xerox (the
<br /> Xerox. Equipment cannot be relocated outside of the United States, its territories or amount of such fee (o be available from Xerox at any time upon requesQ; (d) the
<br /> possessions until you have exercised the Purchase Option indicated in this applicable Purchase Option; and, (e) all applicable Taxes.
<br /> Agreement. All parts/materials replaced, including as pan of an upgrade, will 17 PROTECTION OF XEROX'S RIGHTS. You hereb authorize Xerox or its
<br /> become Xerox's property. Y
<br /> agents to file, by any permissible means, all documents necessary m protect Xerox s
<br /> 12. RENEWAL. Unless either parry provides notice at least thirty (30) days before rights as the Equipment Lessor (including any Uniform Commercial Code
<br /> [he end of the lease term of its intention not [o renew the lease, it will he renewed protective filings in favor of Xerox). You agree [ha[ Xerox can, but shall not be
<br /> automatically on a month-[o-month basis at the same price and on the same terms obligated lo, take on your behalf and at your expense any action required to he
<br /> and conditions. Billing will occur at [he same frequency as the original ]ease. taken by you under this Agreement and which you fail to take.
<br /> During [his renewal period, either side may terminate [his Agreement upon al leas[ Ig REPRESENTATIONS, WARRANTIES & COVENANTS. You re resent as
<br /> thirty (30) days notice. of the dale of [his Agreement [hat: (a) you have the lawful power and authority to
<br /> 17, BREACH & REMEDIES; LATE CHARGES Nc COLLECTION EXPENSES. enter into this Agrcemenp (b) the person(s) signing this Agreement have been duly
<br /> A. If any payment is not received by Xerox on or before the due date, Xerox may authorized to do so on your behalf, (c) by entering into this Agreement you will riot
<br /> charge you, and you agree to pay, a late charge to cover Xerox's costs of collection violate any law or other agreement to which you are a party, (d) you are not aware
<br /> equal to $25.00 (or if less, the maximum amount permitted bylaw), of anything that will have a material negative effect on your ability to satisfy your
<br /> B. You will be in defauh under this Agreement if (I) Xerox does not receive any obligations under this Agreement; and, (e) all financial information you have
<br /> payment within fifteen (I S) days after the date it is due or (2) i(you fail to cure any Provided to Xerox is tme and accurate and provides a good tepresemmtion of your
<br /> other breach hereunder within fifteen (IS) days after receiving of notice of said 5nancial condition.
<br /> breach. If you default Xerox, in addition to its other remedies (including the In addition to the other provisions of this Agreement, you agree that during the term
<br /> cessation of Basic Services), may require immediate payment, as liquidated of this Agreement, you will promptly notify Xerox in writing if you move your
<br /> damages for loss of bargain and not as a penalty, of: (a) all amounts then due, plus principal place of business, i(you change the name of your business or if there is a
<br /> interest on all amounts due from the due date until paid al the rate of one and one- change in ownership.
<br /> half percent (L5%) per month (not to exceed [he maximum amount permitted by Ig. NOTICES. Notices must be in writing and will he deemed given five (5) days
<br /> law); (b) the remaining Minimum Lease Payments in the Agreement's term less any aker mailing, or two (2) days after sending by nationally recognized overnight
<br /> unearned finance, maintenance, and supply charges (as reflected on the lessor's courier, [o your (or our) business address, or to such other address designated by
<br /> bunks and records); (c) a reasonable disengagement fee calculated by Xerox, that either parry m the other by written notice given pursuant to this sentence. For
<br /> will not exceed fifteen percent (I5'7o) of the amount in (b) above (said amount is purposes of the foregoing sentence, the term "business address" shall mean, for you,
<br /> available from Xerox at any time upon requesQ; and, (d) all applicable Taxes. In the "8111 [o" address listed on [he first page of this Agreement and, for Xerox, our
<br /> addition to paying the amounts required in the preceding sentence if you default, inquiry address set forth on the most recent invoice to you.
<br /> yon shall either t q remm the Equipment [o Xerox in [he same condition as when
<br /> delivered. reasonable wear and tear excepted, when requested to do so by Xerox, or 20. FORCE MAJEURE. Xerox shall not be liable to you during any period in
<br /> (2) purchase the Equipment by paying Xerox the Purchase Option therefor and ell which its performance is delayed or prevented, in whole or in part, by a
<br /> applicable Taxes. If you elect to purchase the Equipment title to the Equipment circumstance beyond its reasonable controh which circumstances include, but are
<br /> shall pass to you "AS IS, WHERE IS" and WITHOUT ANY WARRANTY AS TO not limited to, the following: act of God (e.g, flood, earthquake, wind); fire; war;
<br /> CONDITION OR VALUE after Xerox receives payment of the amounts required ac[ of a public enemy or terorist act of sabotage; epidemic; strike or other labor
<br /> under (a), (b), (c), (d) and (2) above in this Section and the Purchase Op[iom. dispute; riot; piracy or other misadventure of [he sea: embargo; inability to secure
<br /> Xerox s decision to waive or forgive a particular default shall not prevent Xerox materials and / or Vansporta[ion; or, a restriction imposed by legislation, an order or
<br /> from declaring any other default. In addition, if you default under this Agreement a rule or regulation of a governmental entity. If such a circumstance occurs. Xerox
<br /> you agree to pay all of the costs Xerox incurs to enforce its rights against you, shall undertake reasonable action to notify you of the same.
<br /> including reasonable auomeys' fees and actual costs. 21. MISCELLANEOUS. This Agreement constitutes [he entire agreement as to its
<br /> 14. CARTRIDGES. In support of Xerox's environmental leadership goals, subject matter, supersedes all prior and contemporaneous oral and writen
<br /> cartridges packed with Equipment and replacement cartridges may he new, agreements, and shall be construed under the laws of the State of New York
<br /> remanufacmred or reprocessed. Remanufaemred and reprocessed cartridges meet (wnhou[ regard to conflict-of-law principles). YOU CONSENT TO THE
<br /> Xerox's new cartridge performance standards and contain new and/or reprocessed JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN
<br />
<br /> components. To enhance print quality, the cartridge(s) for many models of MONROE COUNTY, NEW YORK. If a court finds any term of this Agreement m
<br /> Equipment have been designed to cease functioning at a predetermined point. In be unenforceable, the remaining teens of this Agreement shall remain in effect.
<br />
<br /> addition, many Equipment models are designed to function only with cartridges that Xerox may retain a reproduction (e.g., electronic image, photocopy, or facsimile) of
<br />
<br /> are newly manufactured original Xerox cartridges or with cartridges intended for this Agreement which shall be considered an original and shall be admissible in any
<br />
<br /> use in the U.S. Pquipment configuration that permits use of non-newly action [o enforce [his Agreement Xerox may accept this Agreement either by its
<br />
<br /> manufactured original Xerox cartridges may be available from Xerox at an authorized signaNre or by commencing performance (e.g., Equipment delivery).
<br />
<br /> additional charge. Certain cartridges are also sold as Environmental Partnership All changes to this Agreement must he made in a writing signed by both parties;
<br /> accordingly, any terms on your ordering documents shall be of no Force or effect.
<br /> IN ANY ACTION TO ENFORCE THIS AGREF.MF,NT, THE PARTIES AGREE
<br />
<br /> Xerox Form# 51860tFce (07/2004) 8/I 12004 Page 3 Of 6
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