HomeMy WebLinkAboutC16-239 Xerox Landfill MRFxerox t' Customer: Biltlo: 175778 85t2312016 1 5:49:34 COUNTY OF EAGLE HECYCLING 815 UTE CREEK RD woLcoTT, co 81655 Thank You foryour busines$! This Agreement is proldly presented by Xerox and Bryan Aubel (s70)845.7870 For inlomalion on your Xerox Accounl, g0 to tvww.xerox.com/AccountMana0ement EAGLE, COUNTY OF COUNTY OF EAGLE EAGLE CNTY LANDFILL PO BOX 473 woLcoTT. co 81655.0473 1. WC6605Dr'l U0RKCENTRE 6605) s/N x13568070 Purchase Price: $419.00 This agreement modifies lhe current Xerox Agreement 950199240 for WC6605DN S/N XU1568070 as of payment 36. 1: BW I All Prinls 2: Color I AllPrints - Term: 12 Msnths - Consumable Supplies lncluded for allprints Minimum Payrnenls (Excluding Applimble Taxes) Cuslomer ackflo!,rledges receipl of the terms ol this agreement wh'ch mnsists ol 4 pages including this lace page. 0497486050010040 2OO8 XEffOX CORPOBATION,C16-239 xerox ffi\' Terms and Conditions INTRODUCTION: 1. TOTAL SATISFACTIoN GUARAiITEE. lf you are not totally satislied with any Xerox-brand Equipment delivered under lhis Agreement, Xerox will, at your requesl, replace it without charge with an identical model or, al Xerox's option, with Xerox Equipment with comparable fealures and capabilities. This Guarantee applies 0nty to Xerox-brand Equipmenl lhal has been conlinuously maintained by Xerox under this Agreemenl or a Xerox mainlenance agreemsnt. For "Previously Inslalled" Equipment, lhis Guaraniee will be eflective for 1 year alter installation, For all other Equipment, lhis Guarantee will be eflective tor 3 years afler installat'ron unless lhe Equipment is being linanced under this Agreemenl for more lhan 3 years, in which event it will expire at the end ol the inilial Term of this Agreemenl 2. MODIF|CAT|ON 0F PRIOR AGREEIJENT. This Agreement modilies a prior agrsemenl betweefi you and Xerox for lhe Producls identified as -Modifies Prior Agreement'. The prior agreemenl will remain in eflect except thal any terms in lhi$ Agreement thal conllicl wilh or are additive to lhe prior agfeement will control. You may be charged a one-time administrative/processing fee for lhe modification ot a prior agr€ement. GOVIRNMEIIIT TERMS: 3. REPRESENIATIoNS & IttARRAitTlES. This provision is applicable to governmenlal enlities only. You represenl and warranl, as ol the date of lhis Agreemenl, that (1) you are a Slate or a lully constituled political subdivision or agency ol lhe State in which you ate localed and are aulhorired lo enter into, and carry out, your obligations under lhis Agreement and any other documenls required lo be delivered in conneclion wilh this Agreement (collectively. lhe "D0cuments'); (2) the Documents have been duly authorized, execuled and delivered by you in accordance with all applicable laws, rules, ordinances and regulalions (including all applicable laws govemifig open meetings, public bidding and appropriations requird in connec{ion with this Agreemenl and the acquisilion ol lhe Producls) and are valid, legal, binding agreemenls, enforceable in accofdance with their lerms; (3) lhe person{s} signing the Documents have lhe authorily to d0 so, are acling with lhe full authorization ol your goveming body and hold the olfices indicated below lhek signatures, each ol whhh are genuine; (4) lhe Products are essential t0 the immediale perlormance ol a governmental or proprielary function by you r'/ilhin lhe scope ol your authodly and will be used during lhe Term only by you and only to perform such funclion; and (5) your payment obligations under lhis Agreement constitute a current erpense and nol a debt undgr applicabl€ slale la$, and no provision ol this Agreernenl constitutes a pledge ol your lax or general revenues, and any provision that is so conskued by a coud ol competent jurisdiction is void from lhe inceplion 0t this Agreement. {. FUNOING. This provision is applicable to govefnmenlal entities only. You represenl and warranl that all payments due and lo becoms due during your curenl liscal year are wilhin the liscal budget ol such year and are included wilhin an unreslricted and unencumbered approprialion currenlly available for the Products, and it is your intenl to use lhe Products {or lhe entire term ol lhis Agreement and to make all payments tequired under this Agreemenl. lt (1) throuqh no action initiated by you, your legislative body does not appropriate lunds for lhe conlinuation ot lhis Agreement lor any liscal year aller lhe lirsl liscal year a{ld has no funds lo do so from other seurces, and (2) you have made a reasonable but unsuccessful eflort to iind a creditworthy assignee acceplable lo Xerox, in its sole dis$elion, within your general organization who can continue this Agreemenl, lhis Agreement may be lermirHted. To elle0t this termination, you must, at least 30 days prior lo the beginning ol lhe liscal year for which your legislalive body does not appropriate lun*, notily Xerox in writing that your legislalive body failed to appropriate lunds and lhal you have made the required elforl lo tind an assignee. Your notic€ must be accompanied by payment ol ali srms then owed lhrough the current liscal year under this Agreemenl. You will returo the Equipment, al your expense, to a location dosignaled by Xerox and, when returned, lhe Equipment will be in good condilion and lree oi all liens and encumbrances. You vrill then be released from any furlhef payment obligations beyond those due for lhe current liscal year (with Xerox reiaining all sums paid to date). SOTUTION/SERVICES: 5. PRODUCTS. 'Producls" means lhe equipment {"Equipment-), Sollware and supplies identilied in this Agreement. You agree the Products are for your busioess use (nol resale) in the United States and its territories and possessions ('U.S..) and will not be used tor personal, household or lamily purposes. 6. COilSUMABLE SUPPIIES, Consumable Supplies vary depending upon rhe Eguipment model. ll'Consumable Supplies' is identilied in Maintenance Plan fealures, Consumable Supplies include: {i) for black and white Equipment, standard Uack loner andlor dry ink, black developef, Gopy Carlridges, and, if applicable, luser agent required lo make impressions; (ii) lor {ull color Equipmenl, lhe items in (i} plus standard cyan, magenta, and yellow loners and dry inks (and lheir associated developers); and, (lii) for Equipment identilied as'Phaser', only, il applicable, black solid ink, color solid ink, imaging unils, waste cartridges, lransler rolls, lransier bells, transfgr units, belt cleaner, mainlenance kits, print Carkidges, drum Carlridges, wasle trays and cleaning kits, Unless olherwise set foflh herein, Consumabl€ Supplies exc]ude paper and slaples. Xerox may charge a shipping and handling lee lor Consumable Supplies, Consumable Supplies are Xerox's properly until used by you, and you will use them only with lhe Equipment lor which "Consumable Supplies' is identilied in Maintenance Plan Fealures. lf Consumables Supplies are lurnished with recycling information, Customer will relurn lhe used ilem lo Xerox for remanufacturing. Shipping inlormatbn is available al Xerox,com/GWA. Upon expiration ol this Agreement, Cuslomer will include any unused Consumable Supplies wilh lh8 Equipmenl for return lo Xerox at the lime ol removal. ll your use of Consumable Supplies exceeds Xerox's published yield by mofe than 1091, Xerox will nolify yat of such excess usage. lf such excess usage does nol cease within 30 days after such notice, Xerox may charge you ror such excess usage. Upon request, you will prwide current melel reads and/or an inventory ol Consumable Supplies in your possession. 7. CARTRIDGES. ll Xerox is providing Mainlenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable unils, including copy/print carlddges and xerographic modules or luser modules ("Cariridges'), you agree to use only unmodilied Cartridgss purchased direclly from Xerox or its authorized resellers in the U.S. Cartridges packed with Equipmenl and replacemenl Cartridges may be new, remanulactured or reprocessed. Remanufactured and reproces$ed Carlridges meel Xerox's new Cailridge perlormance standards and contain new or reprocessed components. To enhance print qualily, Cadridge{s) lor many models of Equipment have been designed to ceass funclioning at a predetermined point. In addition, many Equipment models are designed lo funclion only with Carlridges lhal are newly manufaclured original Xerox Carlddges or with CarlriSes intended lor use in the U.S. 8, MAINTENANCE SERUICES. Except for Equipmenl identilied as'No Svc.', Xerox (or a designated servicer) will keep the Equipmenl in good working order ('Mainlenance Services'). The provision of Mainlenance Services is contingenl upon Cuslomer lacilitating limely and eflicient resolution of Equipment issues bp (a) utilizing Cuslomer- implomented remedies provided by Xerox; (b) replacing Canridges; and (c) providing informalion to and implemenling recommendations provided by Xerox telephone support personnol. ll an Equipmenl issue is nol resolued atter conpletion ol (a) through {c) above, Xerox will provide on-sile supporl as provided herein. Mainlenance Services will be provided during Xerox's slandard rrrorking hours in areas open lor repair service lor lhe Equipment. Mainlenance Services excludes repairs due to: (i] misuse, n€glecl or abuse; (ii) lailure of the installalion site or the PC or workslation used with the Equipment t0 comply with Xerox's published specifications; (iii) use ol options, accessories or producls not serviced by Xerox; (iv) non-Xerox alteraiions, relocalion, service or supplies; or (v) lailure to perlorm operator mainlenance procedures identitied in operalor manuals. Beplacement pads may be new, reprocessed or recovered and all replaced parls become Xerox's propefly, Xerox lvill, as your exclusive remedy tor Xerox's lailure lo provide Mainlenance Services, teplace the Equipment with an identical model or, at Xerox's oplion, another model with comparable fsalures and capabilitier, There will be n0 addilional charge lor the replacam€nt Equipment during the remainder of the initial Tenn. ll meler reads are a component oi your Maintenance Plan, you wilt provide them using the melhod and frequency idenlilied by Xerox. ll you do not provide a meler reading tor Equipment not capable of Remotg Dala Access, or il Remote Dala Access is interrupted, Xe{ox nay eslimate the reading and bill you accordingly. 9. EQUIPMENT SfATUS. Unless you are acquiring -Previously Installed' Equipment, Equipmenl will be {l) -Newly Manulactured', which may conlain some recondilioned componenlsi (2) 'Factory Produced New Model', which is manufactured and newly serialized at a Xerox lactory, adds functions and leatures to a producl previously disassembled lo a Xerox predelermined slandard, and contains new and recondilioned components; or (3) 'Remanulactured', which has been faclory produced lotlowing disassembly to a Xerox predotemined standard and contains new and reconditioned comoonents. 10. S0FTWARE LICENSE. Xerox grants you a non.exclusive, non-lranslerable license lo use in the U.S.: (a) software and accompanying documentation provided wilh Xerox- brand Equipmenl ('Base Software' ) only wilh the Xerox-brand Equipmenl vyith which it was delivered; and (b) soflware and accompanying docurnehtation identilied in this WS 4497486050020041_ - Copyright@ 2008 XEROX CORPORATION. All rlghts Page 2 ot 4 xerox ffi\' T€rm$ €nd Conditions Agreemenl as -Application Software'only on any single unil of equipmenl lor as long as you are cur,ent in the payment of all applicable soflware license lees. .Base Software'and 'Application Soltware'are referred to collectively as .Software". you have no olher rights and may no[ {1) distribule, copy, modify, create derivalives of, decompile, or reverse engineer Soflware; (2) activate Soflware delivered with the Equipmenl in an inactivaled $tate; or (3) allow olhers io engage in sane. Tifle to, and all inlellectual property righls in, Soltware will reside solely with Xerox and/or ils licensors (who will be considered third.party beneficiaries of lhis Section). Sollware may conlain code capable ol automat'nally disabling the Equipment. Disabling code may be activated if: (x) Xerox is denied access to peilodically resel such code: (y) you are nolified of a delault under lhis Agreement; or (z) your license is lerminaled or expires. The Base Software license will terminate; (i) if you no longer use or possess lhe Equipment; (ii) you are a lossor of the Equipmenl and your first lessee no longer uses or psssesses ili or (iiil upon the expiration or termination of this Agreernent, uhless you have exercised your option lo purchase the equipment. Neither Xerox nor ils licensofs wa(ant that SofMare will be lree from eruors or lhat its operation will be uninterrupt€d. The loregoing terms d0 nol apply to Diagnostic $oftware of lo soflware/documentation accompanied by a clickwrap or shrinkwrap license agreemenl or olhen ri$e made subiect l0 a separale lhense agreemenl. 11. S0fTWARE SUPPORT. Xerox {or a designated serviced will provide the soilware $upport set toilh below ('Software Support"). For Base Soflware, Soflware Support rvill be provided during the initial Term and any renewal period but in no evenl longer than s years aller Xsrcx slops taking customer orders lor the subiect model of Equipment. For Application Software, Soflware Suppon will be provided as long as you are current in lhe payment of all applicable sollware license and supporl lees. Xerox will mainlain a web-based or loll-free hotline during Xerox's standard working hours to report Soltware problems and answor Soltwafe-relaled queslions. Xerox, eilher direcily or with it$ vendors, will make reasonable eftorts to: (a) assure thal Soflware pedorms in mateial conformily with it6 user docomenlalion: (b) provide available workarounds or palches lo resolve Sotlt,tlare performance problems; and (c) resolve coding errors for {i) the curent Release and (ii) the previous Release for a period of 6 months aller lhe current Release is made available lo you. Xerox witl not be required to provide Soflware Support il you have modified lhe Sofl$/afe. New releases of Soltware that primarily incorporate compliance updates and coding eror lixes are designated as 'Mainlenance Releases' ol "Updales'. Mainlenance Fleleases or Updates that Xerox may make available will be provided at no charge and musl be implemented within six months. New lsleases ol Soltware lhat include new content 0r lunctionality {'Feature Releases"i will be subjecl lo addilional license iees at Xerox's then{urrenl pricing. Maintenance Releases, Updales and Feature Beleases are collectively relerred to as .Heleases'. Each Release will be considered Software governed by the Software License and Soltware Support provisions ol this Agreement (unless otherwise noted). lmplementalion of a Release may require you lo procure, at your expense, additional hardrlare and/or software lrom Xerox 0r anothef entity. Upon inslailation of a Fefease, you will relurn or destroy ail prior Feleases. 12. DIAGNoSTIC SOFTWARE. Softr,fare used to evaluale or mainlain the Equipment ('Diagnoslic Software') is included with the Equipmenl. 0iagnostic Soltware is a valuable lrade secrel0f Xerox. Tille lo Diaginosiic Software will remain with Xerox or its licensors. Xerox does not grant you any right to use Oiagnostic Soflware, end you will not access, use, reproduce, dislilbute or disclose Diagnostic Soflware lor any purpose (or allow lhird panies lo do so). You will allorv Xerox reasonable access lo the Equipmenl to remove or disable Oiagnostic Soltware if you are no longer receiving Maintenance Services lrom Xerox, provided that any on.site access to your lacility will be during your normal business hours PRICING PLAN/OFFERIIIG SELECTED: 13. COMMENCEMENT & TERM. Thi$ Agreement will commence for each unit of Equipmeilt upon: (a) delivery of customerinstallable lquipment; or (b) installation of Xerox-inslallable Equipment. li Xerox is providing Maintenance Services for lhe Equipment, the Term for Maintenance Senrices will expire on lhe linal day ol the fast lull calendar monlh idenfified on the iace ol this Agreement. Unless either party provides notice al leasl 30 days belore the end ol the inilial Term ol its intention nol lo renew Mainlenance Services for a unit of Eguipment, it will renew aulomatically on lhe same lerms and condilions ior successive lerms 0f the same number of months as the initial Term. Pricing tor each renewal term will be Xerox's lhon.current published pricing. 14. PAYMENT, Payment (including applicable Taxes) is due within 30 days after the invoice dale, wilh all charges being bitled in arrears. This Agreement will not be automatically renewed. 15. LATE CHARGE. lf a payment is not received by Xerox within 10 days after the due dale, Xerox may charge, and you will pay, a lale charge of Sc;i ol lhe amounl due or S25, whichever is greater. 16. PRICE INCREASES. Xerox may annually increase lhe mainlenance component ol the Minimum Payment and Print Charges. For Application Sotlware, Xerox may annually increase lhe soflware license or support lees. 17. DELIVERY, REMOVAL & RELOCATION. Equiprnenl prices include srandard delivery charges and, for Xerox.owned Equipment, slandard removal charges. Charges for non-standard delivery or removal and for any Equipmenl relocation are your responsibilily. Relocation of Xeror-owned Equipment must b€ arranged (or approved in advance) by Xerox and may not be to a localion oulside of the U.S. 18. TAXES. You will be responsible for all applicable taxes, fees or charges of any kird (including inleresl and penalties) assessed by any governmental entity on lhis Agreement or lhe amounls payable under this Agreernenl ('Taxes'), which will be included in Xerox's invoice unless you limely provide prooi of your lax exempt status. Taxes do nol include laxes on Xerox's income, 19. DEFAULT & RIITEDIES. You wilt be in defautt under lhis Agreement if (i) Xerox does nol receive any payment within 15 days aiter the date it is due, or (2) you breac*r any olher obligation in this or any other agreemenl wilh Xerox. ll you default, Xerox may, in addilion to its olher remedies {including the cessalion of Mainlenance Services), require immediate payment, as liquidated damages for loss ol bargain and not as a penalty, of (a) all amounts then due, plus intere$t from lhe due date until paid at the rate 0{ 1.596 per month; (b) the remainiflg Minirnurn Payment$, nol t0 exceed 6 such paymenls il this Agreement is l0r one year Term, and twelve (12) such paymenls tor a multi.year Term; and, (c) all applicable Taxes. You will pay all reasonable costs, including allorneys'lees, incuned by Xerox lo enforce lhis Agreomenl. 20. DATA SECURITY- Certain modefs ol Equipment can be conligured to include a vafiety of dala security ieatures. There may be an additional cost associated wilh ceilain dala security leatures. The selection, suitability and use ol data security iealures are solely Custome/s responsibility. Upon requesl, Xerox will provide additional inlormalion to Customer regarding the security leatures available for parthular Equipment models. GENERAL T€RiJIS & CONDITIONS: 2'1. REPRESENTATIONS. The individuals signing this Agreernenl are duly authorized to do so and all financial inlormation yo{l provide compleleiy and accuralely represents your financial condition. 22. LIMITATION 0F LIABILITY. For claims arising out of or relaling to this Agreemenl whelher the claim alleges tortious conduct {including negligence) or any other legal theory, but excepting liabilily under the indemnilication obligations set fonh in this Agreemenl, Xsrox will nol be liable to you lor any direct damages in excess ol 510,000 or lhe amounts paid hereunder, whichever is grealer, ard neiher party trill be liable to the othertorany special, indirect, incidental, consequential 0rpunitive damages. Any action you lake against Xerox must be commenced within 2 years atler lhe event that caused it. 23. CREDIT REPORTS. You authorize Xerox or its agent lo oblain credit repods lrom commercial credit reporling agencies. 24. FORCE MAJEURE. Xerox will not be tiabte to you during any penbd in which its perlormance is delayed or prevented, in whole or in part, by a circumstance beyord its reasonable control. Xerox will notify you if such a circumstance occurs. 2s. wARRAtllY DISCLAIMER. XEROX DISCLA|MS THE tMpLlED WABRANTTES OF NON.INFRINGEMENT AND FITNESS FOF A PARTICULAR PURPOSE. 26. INTETLECTUAL PROPERTY INDEMNITY. Xerox wiil defend, and pay any setllement agreed lo by Xerox or any linal judgrnenl for, any claim that a Xeroxtrand Product inlringes a thkd pady's U.S. intellectual property rights. you will promplly nolify Xerox ol any alleged inhingemenl and pefmit Xerox to direct lhe defense. Xerox is not re$ponsible for any non-Xerox litigation expenses or setfiements unless il pre-approves them in writ;ng. To avoid inlringement, Xerox may modify or subslitule an equivalent Xsrox-brand Product, relund lhe price paid for the Xerox-brand product (less the reasonable r€nlal value lor the pedod it was available to you), or oblain any necessary licenses. Xerox is nol liable lor any inlringement based upon a Xerox-bfand producl being moditied to your specilications or being used or sold with products not provided by Xerox. 27, TITIE & RISK 0F LOSS. Title t0 the Equipm€nl passes lo you upon delivery. Risk ol loss or damage to the Producis passes lo you upon delivery. 28. ASSIGI',IMENT, Excepl for assignment by Xerox to a parenl, subsidiary or afliliate of Xerox, or to securitize this Agreement as parl ol a linancing lransaclion (,permitted ws 175778 05/23/2016 1 Confident'nl - 04i.Q497485050030 3ot4 xerox *' Tems and Assignment-), neither parly will assign any of its rights or obligalions under this Agreemerl without the prior writlen consenl of lhe other party, In lhe event of a Permilled Assignment: (a) Xerox may, wilhout your priOr rlrritten consenl, release lo the proposed assignee inlorrnation it has aboul you related to lhis Agreement; (b) the assignee will have alt of the rights bul none of lhe obligations of Xerox hereunder; {c) you will c0nlinue t0 l00k to Xerox for pertormance of Xerox's obligalions, including lhe provision ol Mainlenance Services; (d) you waive and release lhe assignee from any claim relating to or adsing lrorn the performance ol Xerox's obligations hereunder; (e) you shall nol assert any defense, counterclaim or seloff you may have against an assignee; and {f} you will remit payments in accordance wilh instructions of the assignee,. 29. MISCELIAiIEOUS. Notices must be in wdling and will be deemed given 5 days afler mailing, or 2 days after sending by nationally recognized overnight courier. Nolices will be senl lo you at lhe 'Bill t0- address identified in this Agreement, and lo Xerox al the inquiry address sel forth on your mosl recent invoic6, or lo such other address as eilher party may designate by wrilten nolice. You aulhorize Xerox or its agenls lo communicate wilh you by any eleclronic means (including cellular phone, email, automalic dialing and recorded messages) using any phone number (inctuding cellulafl or eleclronic address you provide to Xerox. This Agreemenl constilutes the enlire agreement as to its subjecl maller, supeBedes all prior oral and writlen agreemenls, and will be govemed by lhe laws of lhe Stale of New York (withoul regard to conllicl-of- law principles). In any action to enlorce lhis Agreement, the parlies agree (a) to the jurisdiction and venue of the lederal and stale courls in Monroe County, New York, and (b) to waive lheir right to a iury triat. ll a court linds any lerm of lhis Agreement unenforceable, lhe remaining terms will remain in eflect. The failure by either party to exetcise any right or remedy will not conslitute a waiver of such right or remedy. Each party may retain a repr0duction (e.9., eleclronic image, photocopy, lacsimile) of this Agreement which will be admissible in any aclion lo enforce il, but only the Agreement held by Xelox wlll be considered an original. Xerox may accepl lhis Agreement either by signature or by commencing perlormance , Changes lo lhis Agreement nlst be in wdling and signed by bolh parties. Any lerms on yow ordeling documents will be of no force or eflecl. Administrative and contract support functions hereunder nay be performed, inside or oulside lhe U.S., by one or nore oi Xsrox's subsidiaries or affiliates. The following lour senlences c0nltol over every other parl of lh'ts Agreemenl. Both parties will comply wilh applicable laws. Xerox will nol charge or collecl any amounls in excess ol lhose allowed by applicable lau Any part ol this Agreement that would, but l0r the lasl four senlences of this Section, be read under any circurnstances lo allow {or a charge higher lhan that allowad under any applicable legat limil, is modified by this Section to limit the amount$ chargeable under this Agreement to lhe maximum annunt allowed under the legal limit. lf, in any circumstances, any amouat in excess ol lhat allowed by law is charged or received, any such charge will be deemed limited by the amount legally allor,ved and any amount received by Xerox in excess of lhat legally allowed will be applied by Xerox to lhe paymenl ol arnounls legally owed under lhis Agreemenl, or retunded lo you. 30. REM0IE SERVICES. Cenain models ol Equipment are supported and serviced using data thal is aulomatically collecled by Xerox or tfansmitted lo or irom Xerox by lhe Equipmenl connecled to Cuslomer's nelwork ('Remole Data') via electronic lransmission lo a secure olf-sils location {'Remole Data Access'}. Remote Data Access also enables Xerox lo kansmil to Customef Releases for Software and lo remolely diagnose and modify Equlpment lo repair and correct malfunclions. Examples ol Remote Data include product registralion, meler read, supply level, Equlpment configuralion and setlings, software version, and probler/lault code data. Remote Data may be used by Xerox lor billing, reporl generalion, supplies replenishmenl, supporl services, recommending addilional producls and services, and producl improvemenUdevelopmenl purp0ses. Bemole Data will be transmilled lo and lrom Cuslomer in a secure nanner specilied by Xeror, Remote Data Access will not allow Xerox to read, view or download the conlent of any Cuslomer documenls or olher inlormalion residing on or passing lhrough the Equipment or Cuslomer's inlormalion managemenl syslems. Cuslomer grants the righl lo Xerox, withoul charge, to conduct Remote Dala Access lor the purposes described above. Upon Xerox's request, Cuslomer will provide contacl inlormation lor fquipment such as name and address of Customer conlacl and lP and physical addresses/locations of Equipment. Cuslomer will enable Femole Data Access via a method prescribed by Xerox, and Customer will provide reasonable assislance to allow Xerox t0 provide Femote Dala Access. Unless Xerox deems Equipment incapable of Remote Data Access, Cuslomer will ensure lhat Remote Dala Access is mainlained at all limes Mainlenance Seryices are beino oerlormed. 049't485050040041 2008 XEB0X CORPORATION. All riohts reserved.