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10.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO
<br />ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education
<br />of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master
<br />Agreement, including the competitive nature of NASPO ValuePoint procurements, the Master
<br />Agreement and Participating addendum process, and the manner in which qualifying entities can
<br />participate in the Master Agreement.
<br />10.2. LOGOS. NASPO ValuePoint logos may not be used by the Contractor in sales and marketing until a
<br />logo use agreement is executed with NASPO ValuePoint.
<br />10.3. ANNUAL CONTRACT REVIEW. Contractor agrees to participate in an annual contract performance
<br />review at a location selected by Enterprise Services and NASPO ValuePoint, which may include a
<br />discussion of marketing action plans, target strategies, marketing materials, as well as Contractor
<br />reporting and timeliness of payment of administration fees.
<br />11. RECORDS RETENTION & AUDITS.
<br />11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence
<br />pertaining to this Master Agreement and Card User Agreements (CUA) entered into by Participating
<br />or Purchasing Entities under it to the extent and in such detail as shall adequately reflect
<br />performance and administration of payments and fees. Contractor shall retain such records for a
<br />period of six (6) years following expiration orterminat.ion of this Master Agreement or final payment
<br />for any order placed by a Participating or Purchasing Entity against this Master Agreement,
<br />whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to
<br />the expiration of this period, such period shall extend until all such litigation, claims, or audits have
<br />been resolved.
<br />11.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit,
<br />applicable records to ensure that Contractor has properly issued the Purchasing Entity the
<br />applicable rebate/incentive share. Accordingly, no more than once per calendar year (or more
<br />frequently to the extent agreed between the parties), upon advance written notice of no fewer than
<br />60 days from Enterprise Services, Contractor shall permit Enterprise Services, any Participating or
<br />Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect,
<br />examine, copy and/or transcribe Contractor's books, documents, papers and records directly
<br />pertinent to this Master Agreement or agreements entered into by Participating and/or Purchasing
<br />Entities under it for the purpose of making audits, examinations, excerpts, and transcriptions. This
<br />right shall survive for a period of six (6) years following expiration or termination of this Master
<br />Agreement or final payment for any account under this Master Agreement, whichever is later;
<br />Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this
<br />period, such period shall extend until all such litigation, claims, or audits have been resolved.
<br />11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available
<br />to any Participating or Purchasing Entity, Contractor shall (a) reimburse Participating or Purchasing
<br />Entity for any overpayments inconsistent with the terms of this Master Agreement, at a rate of
<br />100% of such overpayments, found as a result of the examination of the Contractor's records; and
<br />(b) reimburse Purchasing Entity for any underpayment of fees, at a rate of 100% of such fees found
<br />as a result of the examination of the Contractor's records.
<br />Underpayment of Rebate/Incentive Share. Without limiting any other remedy available to any
<br />Participating or Purchasing Entity, in the event of a material underpayment of the Rebate/Incentive
<br />Share, in addition to compensating such Participating or Purchasing Entity for the deficiency,
<br />Contractor shall reimburse such Participating or Purchasing Entity for its reasonable out-of-pocket
<br />MASTER AGREEMENT No. 00819 - FLEET CARD SERVICES PAGE 16 OF 138
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