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DocuSign Envelope ID: 443C6027-433D46A7-BC42-6A19334951133 <br />121923-SHI <br />agreement, apart from this Contract. Sourcewell, including its agents and employees, will not <br />be made a party to a claim for breach of such agreement., <br />D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or <br />in part, immediately upon notice to Supplier in the event of any of the following events: <br />1. The Participating Entity fails to receive funding or appropriation from its governing body <br />at levels sufficient to pay for the equipment, products, or services to be purchased; or <br />2. Federal, state, or provincial laws or regulations prohibit the purchase or change the <br />Participating Entity's requirements. <br />E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a <br />Participating Entity's order will be determined by the Participating Entity making the purchase. <br />7. CUSTOMER SERVICE <br />A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to <br />Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is <br />changed. The Account Representative will be responsible for: <br />Maintenance and management of this Contract; <br />Timely response to all Sourcewell and Participating Entity inquiries; and <br />Business reviews to Sourcewell and Participating Entities, if applicable. <br />B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with <br />Sourcewell per contract year. The business review will cover sales to Participating Entities, <br />pricing and contract terms, administrative fees, sales data reports, performance issues, supply <br />issues, customer issues, and any other necessary information. <br />8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT <br />A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a <br />contract sales activity report (Report) to the Sourcewell Supplier Development Administrator <br />assigned to this Contract. Reports are due no later than 45 days after the end of each calendar <br />quarter. A Report must be provided regardless of the number or amount of sales during that <br />quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were <br />made). <br />The Report must contain the following fields: <br />• Participating Entity Name (e.g., City of Staples Highway Department); <br />• Participating Entity Physical Street Address; <br />Rev. 3/2022 <br />651 <br />