|
Equipment is not being replaced by equipment performing similar functions during your obligations regarding the Equipment, the full amount of the initial license fees
<br /> the ensuing fiscal year. In addition, you agree at your expense to re[um the shall be immediately due and payable.
<br /> Equipment in goad condition to a location designated by Xerox and that, when 30. FINANCED SUPPLIES TOTAL. If this option has been selected, the cost of
<br /> resumed, the Equipment will be free of all liens and encumbrances. You will then any supplies you have purchased under this Agreement shall be paid for through
<br /> be mleased fmm your obligations to make any further payments [o Xemx beyond your Minimum Lease Payments. If you breach any of your obligations regarding the
<br /> those due for the current fiscal year (with Xerox retaining all sums paid to date). Equipment, the full amount of [he supply costs shall become immediately due and
<br /> C. TAX TREATMENT. This Agreemene has been accepted on the basis of your payable.
<br /> representation that Xeroz may claim any interest paid by you as exempt from
<br /> federal income tax under Section 103(c) of [he Code. You agree to comply with the 31. REFINANCE OF PRIOR AGREEMENC. If this option has been selected, the
<br /> information reporting requirements of Section 149(e) of the Code. Such compliance balance of your prior indicated agreement with Xerox or a third party shall be paid
<br /> shnll include, but not be limited to, the execution of 8038-G or 8038-GC for through your Minimum Lease Payments. 1(your prior agreement is with a third
<br /> Information Returns. You hereby appoint Xerox as your agent to maintain, and party, you hereby acknowledge [hat you have the right to terminate the agreement
<br /> Xerox agrees to maintain, or cause to be maintained, a complete and accurate record and agree to provide a statement from the thircl-party identifying the equipment at
<br /> of aII assignments of [his Agreement in forth sufficient to comply with the book issue and the amount to be paid off (as well as a statement from you identifying the
<br /> entry requirements of Section 149(a) of the Code and the regulations prescribed Payee and mailing address for your payoff check). If your prior agreement was
<br /> thereunder from time to time. Should Xerox lose the benefit of [his exemption as a wr[h Xemx, [he use of this refinance option shall render your prior agreement null
<br /> result of your failure to comply with or be covered by Section 103(c) or its and void. If you breach this Agreement, the full amount of your prior agreement
<br /> regulations, then, subject [o the availability of funds and upon demand by Xerox, balance shall be immediately due and payable.
<br /> you shall pay Xeroz an amount equal to its loss in this regard. Af the time of 32. ADJUSTMENT PERIOD. B this option has been selected, your Minimum
<br /> execution of this Agreement, you shall provide Xerox with a properly prepared and Lease Payment and/or Print Charges shall be adjusted in accordance with the
<br /> executed copy of US Treasury Fonn 8038 or 8038-GC. information contained in the Adjustment Period portion of this Agreement: as a
<br /> D. PAYMENT. Your payment is due within thirty (30) days o[ our invoice date. result, your initial payment(s) shall be different from those payable doting the
<br /> ADDITIONAL TERMS: The following additional terms apply only to the extent valance of this Agreement.
<br /> that you have agreed to one or more of the options described below: 33. K-16 BILLING SUSPENSION. If this option has Veen selected, the
<br /> 26. SUPPLIES INCLUDED IN BASE/PRINT CHARGES. If this option has Veen Maintenance Component of your Minimum Lease Paymem and Prim Charges will
<br /> selected, Xerox for a designated servicer) will provide you with black toner, black be suspended each year during the months indicated. During these months, you
<br /> Bevel er, co cartrid es. and fuser Consumable Su lies" Ihrou hoot the term agree that you will not use the Equipment and that Xerox shall not be responsible
<br /> oP PY B ( PP ) 8 for providing Basic Services on it. U Xerox provides Basic Services doting the K-
<br /> of this Agreement. For full-color Equipment, Consumable Supplies shall also 16 Billing Suspension period, you will be billed at Xerox's then-current Time and
<br /> include color toner and developer. You agree that [he Consumable Supplies are Materials ("T&M") rates for such Basic Services.
<br /> Xerox's property until used by you, that you will use them only with the Equipment,
<br /> that you will return all Cartridges [o Xerox for remanufac[uring once they have 34. TRADE-IN EQUIPMENT. If this option has been selected, you are pmviding
<br /> been mn to their cease-function point, and that you will return any unused equipment to Xerox as part of this Agreement ("Trade-In Equipment") and the
<br /> Consumable Supplies to Xerox at [he end of this Agreement Should your use of following shall apply:
<br /> Consumable Supplies exceed [he typical use pattern (as determined by Xerox) for A. TITLE TRANSFER. You warrant that you have [he right to transfer title to the
<br /> these items by more than IO%, you agree that Xerox shall have [he right to charge Trade-In Equipment and that it has been installed and performing its intended
<br /> you for any such excess usage. function for the previous year at the address where the replacement equipment is to
<br /> 27. REPLACEMENT /MODIFICATION OF PRIOR XEROX AGREEMENT. If ~ ms[alled. Title and risk of loss to the Tmde-In Equipment shall pass to Xerox
<br /> this option has been selected, this Agreement will replace or modify a prior when Xerox removes it from your premises.
<br /> agreement between you and Xerox covering the specified equipment If it is a B. CONDITION. You warrant that the Tmde-In Equipment is in good working
<br /> replacement agreement, the prior agreement shall be null and void. If i[ is a order, has not been modified from its original configuration (other than by Xerox),
<br /> modification, the prior agreement shall remain in effect except that any terms and has a UL label attached. You agree to maintain the Trade-In Equipment at its
<br />
<br /> presented in this modification agreement that con0id with, or are additive to, any of present sire and in substantially its present condition until removed by Xerox.
<br /> the terms in the prior agreement shall lake precedence over the terms in the prior C. ACCRUED CHARGES. You agree to pay all accrued charges for the Trade-In
<br />
<br /> agreement for the balance of the Agreement In addition, modifications requiring a Equipment (up to and including payment of [he Final Principal Payment Number)
<br /> reamortization of your payments may include aone-time administmtive/processing and m pay all maintenance, administrative, supply and finance charges for this
<br />
<br /> charge that will appear on your first bill under [his revised arrangement. eyuipment thmugh the date title passes to Xerox.
<br /> 28. XP.ROX AS FINANCIAL fNTERMEDIARY. If this option has been selected, 35. RUN LENGTH PLAN. If this option has been selected, the first ten prints of
<br />
<br /> you are leasing specifically identified products that were selected by you and that each original (per ran) are recorded and villed on both meters with all subsequent
<br />
<br /> are not sold by Xerox in the normal course of its business. If you have signed a prints recorded and billed on Meter A only. (Note that if a .5090 family product
<br />
<br /> purchase contract for such products, by signing this Agreement you assign your covered by this plan has its document handler left open, all affected copies will he
<br /> rights but none of your obligations under such purchase contract to Xerox. With recorded and villed on both meters.)
<br /> regard to these products, you agree that Xerox is leasing [hem to you "AS IS, 36. FIXED PRICE PLAN. If this option has been selected. Xerox will forego its
<br />
<br /> WHERF, IS" and [ha[ XEROX HAS NOT MADP.. AND YOU HEREBY WANE, right [o increase the Maintenance Component throughout the initial term of this
<br />
<br /> ANY EXPRESS OR IMPLIED REPRF,SENTATIONS OR WARRANTIES
<br />
<br /> WHATSOEVER. INCLUDING. WITHOUT LIMITATION, (a) ANY IMPLIED Agreement.
<br /> WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR 37. PER-FOOT PRICING. If [his option has been selected, all Print Charges will
<br /> PURPOSE OR NON-INFRINGEMENT, and Ib) ANY REPRESENTATION OR be billed on a per-foot basis, with each linear foot equal to one print.
<br /> WARRANTY REGARDING THE PRODUCTS' SUITABILITY, DESIGN, ;g EXTENDED SERVICE HOURS. If this option has been selected. Xerox will
<br />
<br /> CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR provide Basic Services during the hours indicated, with the first number
<br /> WORKMANSHIP, OR COMPLIANCE WITH SPECIFICATIONS OR establishing the number of eight-hour shiks covered and the second establishing the
<br /> APPLICABLE LAW. Xerox assigns [o you, to the extent assignable, any warranty days of [he week (e.g., 2 x 6 would provide service from 8:00 A.M. to 11:59 P.M.,
<br />
<br /> rights it has to these products (which rights shall revert to Xerox i(you breach this Monday through Saturday). The cost of this enhanced service coverage will he
<br /> Agreemenq. You agree (1) that these products are not covered by Xemx's billed separately and, as such, is not included in your Minimum Lease Payment or
<br />
<br /> obligation [o provide Basic Services; (2) to maintain a service agreement for these print Charges.
<br />
<br /> pmduc[s with a service provider acceptable to Xerox throughout this Agreement's
<br />
<br /> term; (3) [o pay all personal property taxes related to these products; and (4) l0 39. ATTACHED ADDENDA. IC this option has been selected, you acknowledge
<br />
<br /> assign to Xeroz any rights you have to these products until title passes from Xerox that one or more specified addenda (as indicated) have Veen provided to you. These
<br />
<br /> to you (which. subject to any software licenses surtounding the acquisition of these addenda, which provide additional terms relevant to the transactions covered
<br />
<br /> pmducls, shall occur when you obtain title to all Xerox-brand Equipment covered hereunder, are hereby fully integrated into this Agreement.
<br />
<br /> by this Agreement). 40. NEGOTIATED CONTRACT. If this option has Veen selected, the Products
<br /> 29. FTNANCED SOFTWARE TOTAL. If this option has been selected, the initial identified in this Agreement are subject solely to the terms contained in (a) either
<br /> license fees for any Application Software se[ forth in this Agreement shall be paid (1) the identified Negotiated Contract for a lease transaction or (2) if there are no
<br /> (or through your Minimum Lease Payments. If you breach [his license or any of such lertns in the Negotiated Contract the terms set forth in this Agreement, and, if
<br /> Xerox Fortnit 518601&c (07/2004) 8/1 I/2fHM Page 5 of 6
<br />
<br />
|