MANAGED SERVICES AGREEMENT
IMPORTANT: TERMS AND CONDITIONS SET FORTH ON THIS FORM ARE INCORPORATED
1. SERVICES. Throughout this Agreement the words "We," "Our," and 'Us" refers to Conway Technology Group (hereinafter
referred to as CTG. The words "You" and "Your' refer to the Customer indicated on the reverse. This Agreement covers bath
the labor and materials for adjustments, repairs, and replacement of parts necessitated by normal use of the Equipment
listed on the face of this Agreement ("Services"). Services does not include the following: (a) repairs due to misuse, neglect,
or abuse (including, without limitation, improper voltage or use of supplies that do not conform to the manufacturers’
specifications; (b) use of aptions, accessories or products not provided by CTG; (c) non-CTGalterations, relocation, service or
supplies; (d) loss or damage resulting fram accidents, fire, or theft; (e) maintenance requested outside CTG's normal business
hours, (f) Thermal heads, process units, and fuser units for Facsimile Machines, (g) Thermal Heads and Micro Toner for Laser
Printers and parts and labor for all non-laser printers, and/or (h) parts for Scanners. Replacement parts may be new,
reprocessed, or recovered, ()) Staples. Supplies provided by CTG are in accordance with the copy volumes set forth on the
face of this Agreement and within the manufacturer's stated yields. Supplies are to be used exclusively for the Equipment
and remain CTG property until consumed. You will return, or allow CTG to retrieve, any unused supplies at the
termination /expiration of this Agreement. You are responsible for the cost of excess supplies. You authorize Equipment to be
connected to an automatic meter reading device or, if we otherwise request, you will provide us with accurate meter
readings for each item of the Equipment when and by such means as we request. If you do not permit the CTG to use
automatic meter reading devices, CTG may charge a monthly fee of $25.00 per billing period for manually performing meter
reads. If you do not provide meter reads as required, CTG may estimate the reading and bill accordingly. In the event
additional printers are added to the Customer's network and appears on FMA (FM Audit); if applicable, the Customer
understands notification may be sent to the Customer contact person on record along with an CTG Equipment ID Tag; said
equipment will also be added to the existing Maintenance Agreement. Non-networked printers may be added provided
applicable paperwork is completed and signed by the Customer. The addition of networked and/or non-networked
equipment may result in additional casts to the Customer at current CTG rates. You shall provide adequate space and
electrical service for the operation of the Equipment in accordance with U/L and/or manufacturer's specifications. Supplies
will be shipped via Ground. All shipping methods will be billed to the Customer and may include special processing fees.
Customer is responsible for shipping and handling for any shipping method other than UPS Ground. Service provided
outside CTG's normal business hours will be at CTG hourly rates in effect at the time of Service. If, at any time during the
Term of this Agreement, Customer upgrades, modifies, or adds Equipment, Customer shall promptly notify CTG. CTG
maintains the right to inspect any upgrades and modifications to equipment and/or additional equipment and, in its sole
discretion, determine whether equipment is eligible for Service. If approved, the Agreement will be amended to include
such changes, including pricing modifications. Unless otherwise agreed to in writing, Customer remains solely responsible for
any and all Customer data stored within the Equipment and the removal of such data upon termination of this Agreement.
2. TERM AND PAYMENT. Except as otherwise provided for herein, this Agreement is non-cancelable The commencement
date for this contract shall be the later of: A. The date of delivery for equipment purchased or leased from CTG: Or B. The
date of the signing of the contract by CTG and customer for all other equipment. Unless notified in writing by certified mail,
return receipt requested, and received and signed by CTG na less than sixty (60) days prior to its expiration, this Agreement
shall automatically renew for additional one (1) year periods. You agree to pay CTG the Minimum Monthly Payrnent and all
other sums when due and payable. The Minimum Monthly Payment entitles you to Services for a specific number and type
(ie. black & white, color, scan) of Prints/Copies as identified on the face of this Agreement and will be billed in advance. In
addition, You agree to pay the Overage Rate for each Print/Copy that exceeds the applicable number and type of
Prints/Copies provided in the Minirnum Monthly Payment which amount shall be billed in arrears. A Print/Copy is defined as
standard 8.5"x11" copy (larger size copies may register two meter clicks). Scans, in excess of prints/copies, are subject to
Overage Rates. No credit will be applied towards unused copies/prints. Your obligation to pay all sums when due shall be
absolute and unconditional and is not subject to any abatement, offset, defense or counterclaim. If any payment is not paid
within 10 days of its due date, you will pay a late charge not to exceed 7% of each late payment (or such lesser rate as is the
maximum allowable by law). CTG has the right to withhold service and supplies, without recourse, for any non-payment.
Unless otherwise stated on the face of this Agreement,. CTG may increase the Base Charge and/or the Overage Rates on an
annual basis, in an arnount not to exceed 5.00%. CTG retains the right to have all or some of the amounts due hereunder
billed and/or collected by third parties. If Customer requires any specialized billing procedure or invoicing, CTG reserves to
bill an administrative fee nat to exceed $100 per invoice.
3. TAXES. Payments are exclusive of all state and local sales, use, excise, privilege and similar taxes. You will pay when due,
either directly or to Us upon demand, all taxes, fines and penalties relating to this Agreement that are now or in the future
assessed or levied.
4. WARRANTY. You acknowledge that the Equipment covered by this Agreement was selected by You based upon your
own judgment. CTG MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT; IMPLIED WARRANTIES OF
MERCHANTABILITY; OR, FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY AND UNRESERVEDLY
EXCLUDED. IN PARTICULAR, BUT WITHOUT LIMITATION, NO WARRANTY IS GIVEN THAT EQUIPMENT IS SUITABLE FOR
PURPOSES INTENDED BY CUSTOMER.
5. LIMITATION OF LIABILITY. In no event, shall CTG be liable for any indirect, special, incidental or consequential damages
(including loss profits) whether based in contract, tort, or any other legal theory and irrespective of whether CTG has notice
of the possibility of such damages.
6. BREACH OR DEFAULT. A. Breach or Default by Customer shall include but not limited to any of the following: 1. Failure to
pay on time any ammount due hereunder, 2. Breach of any terms of this Contract, 3. Ceasing to do business as a going
concern; 4. Filing of a petition by or against Customer under any of the provisions or chapters of the Bankruptcy Act or any
Amendment thereto; 5. Assignment by Customer for the benefit of creditors; 6. Calling of a general meeting of creditors; 6.,
Attempts to make an informal arrangement or composition with creditors;
7 Appointment of a receiver or any officer of a court to have control of any of Customer's property, 8, if CTG deems the
Agreement to be in jeopardy or if CTG feels insecure; 9. Physical moving or relocation of equipment by Customer or by
anyone else other than CTG; 10. Misuse of the equipment as determined by CTG; 11. Transfer of title, ownership or
possession of the equipment; or 12. Relocation of Customer's place of business to a state other than the state where the
equipment was delivered or located at the Commencement of the Contract; 13. Use of any supply item which causes
machine damage, requires unreasonable excessive service or does not meet current minimum physical property guidelines
which CTG may have for such supply items; or 14. If Equipment is modified, darnaged, altered or serviced or repaired by
anyone other than employees of CTG; or 15. Placing Equipment in an area which violates CTG's approved space, electrical or
environmental requirements. B. REMEDIES In the event of breach or default by Customer, 1. CTG, in addition to any other
legal remedies it may have, may terminate this Contract effective upon written notice to Customer. 2. In addition, Customer
agrees to pay to CTG reasonable attorney's fees (at no less than $200 per hour) and legal expenses (including but limited to
court filing fees and anniversary fees, sheriff and constable fees, witness fees, stenographer and deposition transcript fees,
and other expenses related to collection or litigation) incurred in exercising any of its rights and remedies upon breach or
default by Customer, plus interest at a rate of 1 1/2 % per month. 3. Full contract price (including amounts due and payable,
and amounts not yet due or payable) shall become immediately due and payable.
7. ASSIGNMENT: Neither Party may assign or transfer any of its rights or obligations under the Agreement without the prior
written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, CTG MAY ASSIGN OR TRANSFER the Agreement to Xerox Corporation, or another party in
the event of a merger, consolidation, stack transfer or sale of all or substantially all of its assets, without consent.
8. NOTICES: All notices required or permitted under this Agreement shall be by registered mail to such party at the
address set for in this Agreement, or at such other address as such party may designate in writing from time to time. Any
notice from CTG to you shall be effective three days after it has been deposited in the mail, duly addressed. All such notices
to CTG fram you shall be effective after it has been received via registered U.S. Mail.
9. INDEMNIFICATION. You are responsible for and agree to indemnify and hold us harmless from, any and all (a) losses,
damages, penalties, claims, suits and actions (collectively, “Claims"), whether based on a theary of contract, tort, strict liability
of otherwise caused by or related to Your use or passession of the Equipment, and (b) all costs and attorneys’ fees incurred
by us relating to such claim.
10. FAX EXECUTION. A faxed or electronically transmitted version of this Agreement may be considered the original and you
will not have the right to challenge in court the authenticity or binding effect of any faxed or scanned copy or signature
thereon. This Agreement may be signed in counterparts and all counterparts will be considered and constitute the same
Agreement.
Tl. MISCELLANEOUS. (a) Choice of Law. This Agreement shall be governed by the laws of the State of New Hampshire
(without regard to the conflict of laws or principles of such states) (b) Jury Trial. YOU EXPRESSLY WAIVE TRIAL BY JURY AS
TO ALL ISSUES ARISING OUT OF OR RELATED TO THIS AGREEMENT, (c) Entire Agreement. This Agreement constitutes the
entire agreement between the parties and supersedes all prior agreements, proposals or negotiations, whether oral or
written. (d) Enforceability. If any provision of this Agreement is unenforceable, illegal or invalid, the rernaining provisions will
remain in full force and effect, (e) Amendments. This Agreement may not be amended or modified except by a writing
signed by the parties; provided you agree that we are authorized, without notice to you, to supply missing information or
correct obvious errors provided that such change dose not materially alter your obligations, (f) Force Majeure. CTG shall not
be responsible for delays or inability to service caused directly or indirectly by strikes, accidents, climate conditions, parts
availability, unsafe travel conditions, or other reasons beyond our control, (g) CTG has the right to modify/correct any clerical
corrections.
12. DEVELOPER. CTG has the sole right to install and remove developer. Developer will be removed according to CTG's
sole discretion.
13. LOANER POLICY. CTG shall be under no obligation to provide a “loaner” or substitute equipment to customer. The
provision of any such equipment by CTG shall be deemed gratuitous and a gesture of goodwill and shall not bind or
obligate CTG in any manner. CTG may charge customer for delivery, installation, maintenance, service, repairs, supplies,
copies, and use of said loaner of such equipment.
14, RELOCATION OF EQUIPMENT. NO ONE OTHER THAN CTG SHALL MOVE OR RELOCATE THE EQUIPMENT. Customer
will be liable for all costs assaciated with any Equipment relocation. These costs will include all applicable installation and
removal charges, special rigging charges, and any parts and Technical Representative labor connected with the relocation.
Technical Representative labor and parts will be charged in accordance with the CTG hourly rates and parts prices in effect at
the time of the relocation.
15. PRINTER SCHEDULE. All printers (currently owned or after acquired) must be listed on the attached Printer Schedule to
be eligible for service under the Agreement. Should Customer become aware of any printers not on the attached Schedule,
or should Customer obtain any new printers during the Term (hereinafter "Non-Supported Printer(s)"), Customer shall
provide notice to CTG within 10 days after learning of a Non-Supported Printer. CTG is not responsible for any devices not
listed on the Schedule (Original or by way of addendum).
FOR INTERNA
SALES REP
USE ONLY
Emma Lee Humphrey
CUST # | CO257:100912
Sign here to confirm that you have read and
agree with the terms on this page
ORDER # | 20215669
