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TOSHIBA
<br />BUSINESS SOLUTIONS
<br />MANAGED PRINT SERVICES
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<br />Terms for Managed Print Services Contract
<br />A. SCOPE OF SERVICES: The charges established by this Agreement include
<br />payment fm ffWnmmnm by Toshiba Business Solutions (hereafter referred M as
<br />"TBS ") (during normal business hours): impaction. adjustments, pans
<br />replacement, tire= and cleaning materlel required far the proper opmaulo, as
<br />determined by TBS. Customer moat separately purchase paper. It is
<br />understand that the mope of servies shall include only Ill= Pmgmms checked
<br />and Initialed by the customs on the face page of the Agreement. No other
<br />Services shall be expected or required.
<br />B. GUARANTY: AS additional inducemen, for TBS to enter into this
<br />Agreemnt. the undersigned 'you' unconditionally, jointly and atonally.
<br />peasantry gmemmem dust Customer will wake all psynenu and an the other
<br />charges required under the Agreement and any supplement when they arc due
<br />and will perform all other obligations under the Agreement fully and promptly.
<br />You agree that we may make other wrmgemeata with the mstomer including
<br />extending the term and adding additional equ)pumem and you will still be
<br />responsible for [lase payments and whet obligation. Owner does and he" to
<br />notify you if the nuaoer is in default.
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<br />If automat defaults, you will immediately pay in accordant with the default
<br />provision of the Agreemew all aunt, due ueder the original turns of the
<br />Agreement and as modified by any supplement and will perform ell orbs
<br />obligations of customs under the Agreement. 11 is cot necessary for the Owns
<br />to first proceed legally against the customer. If it is xtvasary fm us 10 proceed
<br />legally to mforce this gummy, you expressly conmal to the jur)rdmtion of the
<br />court cot our In paragraph M and agree to pay all ewu, including anomays fees
<br />haursed In caftm emem of this goamnty.
<br />ADVANCE INSPECTION: TBS reserves the right to impact all equipment
<br />an be covered under this Agreement to determine its mechanical condition.
<br />Equipment that is identified an requiring inmedism repair will be identified to
<br />Customer. Customer, at its option, can elect to hero said unit repaired at the
<br />Theo current hourly service labor rate plus pons or may elect to have the unit
<br />excluded from the Agreement.
<br />REMEDIAL MAINTENANCE: During the corm of this Agreement. TBS
<br />agrees to perform the trmimeneuce and repair that will keep the Equlpmw in
<br />good worting order and condition, normal weer and mar excepted. If TBS is
<br />notified by Customer owing the term of The agreement that the equipment is and
<br />In good working condition. TBS will, during TBS's established service
<br />home. nWte necessary adjustments aed repairs including replacement of pans 1 f
<br />parts arc included a parr of the ter" of this Agreement If parts are not
<br />Included in the Agreement, TBS will promptly provide a quote for the
<br />appropriate partial. TBSY service hours m 9:00 a.m To 590 is m Monday through
<br />Friday, an holidays. TBS may from time to time adjust these hours as
<br />may be required in the Worse of business, at which rime (the customer will be
<br />advised. Service at time other then TBS established service hears my be
<br />furnished an an "a ."liable basis' m published rams W W in effect. RepMmnent
<br />pans my hero been used mdior mccrdltuwxl. Parts that hove been replaced will
<br />mnudn the property of TBS.
<br />SERVICE LIMITATIONS: Customs agrees TBS will not beI required to
<br />make adjustments, repair, or replacemenb made necessary resulting from (1)
<br />unauthorized third pares performing my mammeanm, repair or replacement, M
<br />Costa ms, nadifymg, relocating, damaging (including without limitation,
<br />unavoidable sccideau), abasing or misusing The Equipment (Including witbow
<br />limitation, the spilling of mutt or other substance in (the machine), and the
<br />busking of lids, hinges, cem es. em.. (I11) uneatlmrisd Equipment ehomdon
<br />end tempering. or iwummmec lcm with man- nnpwIbe Equ(pnew, (Iv) placing
<br />the Equipment In an area that does not conform to TBS space, electrical AM
<br />environmental requirements, or (v) failure of Improper teleplane or weaticnl
<br />power, (A) Act, of God, lightning or other incident, of excess voltage or power
<br />ergs, or (vll) Coltomat using toncr, drum, processing units, ink, fibre, M. from
<br />any other source other limo the savior provider, due to improper conditions of
<br />the eavtrovmeal such as excessive dust. chemical residues. abnormal high or low
<br />temperatures. If TBS provides mainmrunce made necessary reswtivg from my
<br />of the show listed occurtanees or alts work not covered under the forgoing
<br />remedial maimemwe obligation, such marnenance shag be billed to Comment
<br />(and shall be doe sod payable in full upon receipt or Invoice) at TBS's than
<br />current Emu for labor and pan. Customer agrees that TABS will nor be required
<br />to make adjustments, repairs, or mplacemenu if TABS it ow provided reasonable
<br />Ems to the figwpment.
<br />TONER: TowNnchumve contacts am based we n o nufaatarer Supply
<br />mmompta n mum. TBS will determine and deliver supplies in accordance with
<br />agreed upon usage. Use of =vaned supply products above the expected wage
<br />may result in additional charges. Toms may be OEM original or nor-OHM at the
<br />discretion of the Swrice Provider.
<br />all costs associated with relacame, If the fiquiprImm is reeved to a new location,
<br />TBS shall hove the right to charge a new rate for the new location and
<br />Customer agrees to pay the difference between the old rate and the new
<br />mt
<br />H. CUSTOMER RESPONSIBILITY, Customer will be responsible (or daily cam
<br />and cleaning, dusting Equipment, replenishing tower, clearing isms, arc.. (where
<br />applicable).
<br />1. LIABILITY LIMITATION: TBS's total liability is limited to repair and
<br />ttaimnmwe of this agreement. TBS will not be held liable to Customer or my
<br />what party for any PA no) iujory or indirect, consequential tannage, Including,
<br />bat not limited to, loss of um, revevue or profit. T13S will rem be liable for any
<br />delay or fnlnm to perform It's obligations due to my worse beyond It's maaonabe
<br />control, Including without limitation, performing services a e location dmmed by
<br />TBS as hazardous to health and safely, sets of God or government, labor
<br />difficulties or !allele of improper transportation. telephone or power. In no event
<br />shall TBS be liable for Its of dam resulting in delays in supplying servloe,
<br />repair of, or attempts to repair the Equipment by Customer or by agents,
<br />repreaenmtivaS, or emplo)eea ofTBS.
<br />J. TAXES: Customs shall be responsible for all sales tot, we tax or other axes
<br />(including without limimtlos personal property taxes accessible an the
<br />Eguipmeat) and for changed relative in this agreement. Customer agrees to
<br />reimburse TBS for all mrstaws paid or payable by TBS in discharge of the
<br />foregoing taxes. Customs shall not be responsible for taxes baud on TBS's
<br />gross or net Income.
<br />K. DEFAULT: Crammer shall be is default under this agreement If Customer: (1)
<br />fails to make any payment to TBS w Ifs new within ten (10) drys of when doe
<br />or (11) branches any other Ism or condition included in ibis ag aura nl and
<br />Customer fails to cum any such breach within Sets (10) days In the ovens of a
<br />default, TBS may, in addition to other renterims, declare all sums
<br />(including penalties) due under the Isms of this agreement. and terminate Side
<br />Agmement wilboul advance notice.
<br />L. NOTICES: Nations required coder this agreement shall be written and ern, to
<br />Toshiba Business Solutions, 6401 Nob Hill Raul Tamarac, Florida 33321 and to
<br />the Customer m the 'bill to addre s' Identified on She Irons sift of this
<br />Agreement. All notice will be affective upon dam of postmark.
<br />M. JURISDICTION: This agmemem shell be imerpresed and enforced according to
<br />the laws of the Stem of Florida.
<br />N. INDEMNITY: With respect to. arising fmm, or in connection from this
<br />agreement, or from manufacture, maintenance, repair or use of any Equipment,
<br />Customer agrees to iodenmify and hold harmless TBS and it's agent,
<br />mrselmadva. and employees from and amnimt any and all claims, liabilities,
<br />damages, demands, cwt and expenses of every kind and nature (Including
<br />rearonable literacy's fors) arising from any injury or damage to any pan=.
<br />Property. or business, excluding, however, any of the foregoing resulting solely
<br />from the negligmm or misaoMuct of TBS or We agents, repmientwivw or
<br />employes.
<br />O. METER READINGS: Customer agrees to provide TBS with amunte meter
<br />readings via network amass and aRware based an the billing corm from tie form of
<br />the agreement, or If mm ally agreed sport, to provide TBS with tinmly access to all
<br />equipment Su that TBS may obtait, meter endings as required. . If accurate
<br />neser readings sum not pmvided. TBS nsuws the right to esdwue the meter,
<br />reading from Previous Teter readings.
<br />P. RBNEWAIJTERMINATION: Unless otherwise indicted, this Is an annual
<br />consent that will renew yearly after W initial period unless cantered by wstam er
<br />in writing, thirty (30) days prior m Interest dote. Said automatic renewal is to
<br />provide uninterrupted oovmge to Cuaomw. This contra may Increase in cost
<br />annually to adjust with Equipment age. This age mew Is subject to acceptance
<br />by THS and will remain in forte until cancelled w stated abova. TBS reserves the
<br />right to mace] this contra as Its discretion upon rive (5) days written notice.
<br />Q. ASSIGNMENT: This contract is for the sole benefit of the Customer whose
<br />name appears an the hen M.rmf and cwmos be assigned by [be ctntemer to any
<br />farther menus of the covered Equipment
<br />R. CONFIDENTIALITY CLAUSE: TBS recognises that it must condom its
<br />activities In a nu m er designed to protow any mromsetion concerning Customr.
<br />Its affiliates or clients (Such Information Ieranwter uttered to collectively as
<br />'Como ner lnfwtmtion') form Improper use or disdosum. TBS agree to age
<br />their best effort; to treat Customs Informant, on a mandemlal basis. TBS
<br />agrees not to disclose any Customer Information to any pmon, firs or
<br />corporation except to TBS employees w holder of Owner's interest who have a
<br />need to know such Customs Information to perform the Services
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