NEGOTIATED CONTRACT, The Products are subject solely to the terms in the Negotiated Contract identified on the face of this Agreement, and, for any option you
have selected that is not addressed in the Negotiated Contract, the then-current standard CTG terms for such option.
1. SERVICES. Throughout this Agreement the words "We," “Our,” and 'Us" refers to Conway Technology Group, a Xerox Company {hereinafler referred fo as CTG). The words "You" and
"Your refer fo the Customer indicated on the reverse. This Agreement covers both the labor and materials for adjustments, repairs, and replacement of parts necessitated by normal use
of the Equipmentiisted on the face of this Agreement ("Services’}. Services does nat include the following: (a) repairs due to misuse, neglect, or abuse (including, without limitation,
improper valtage or use of supplies that do not conform to the manufacturers’ specifications; (b) use of options, accessories or products not provided by CTG; (c) non-CTG alterations,
relocation, service or supplies; (d) loss or damage resulting from accidents, fire, or thett; (e) maintenance requested outside CTG’s normal business hours.
Replacement parts may be new, reprocessed, or recovered. 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 exciusively for the Equipment and remain CTG property until consumed. You wil return, or allow CTG to retrieve, any unused
supplies at the terminaiion/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 Equipmentwhen and by such means as we request. If you do not provide meter
reads as required, CTG may estimate the reading and bill accordingly. The addition of networked and/or non-networked equipment may result in addilional costs 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. Customer is responsible for shipping and handing for any shipping method other than UPS Ground. Service provided outside CTG's normal business hours will be af CTG hourly
rates in eflect 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 io 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 wiil be amended to include such changes, including pricing modifications.
2. TERM AND PAYMENT. Except as otherwise provided for herein, this Aqreementis non-cancelable. The commencement date for this contract shall be the later of: A. The date of
delivery for equipment purchased or teased from CTG: Or B. The date of the signing of the contract by CTG and customer for all other equipment. Unless notified in writing no less than
sixty (60) days prior to its expiration, this Agreement shall automaticaily renew for additional one (1} month periods, You agree to pay CTG the Minimum Monthly Payment and all other
sums when due and payable. The Minimum Monthly Payment entitles you to Services for a specific number and type {i.e. 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 Minimum Monthly Payment which amount shall be billed in arrears. A PrintfCopy is defined as standard 8.5°x1 1" copy (larger size copies may register two meter clicks),
No credit will be applied towards unused copies/prints. Your obligation to pay all sums when due shall be absclute and unconditional and is not subject to any abatement, offset, defense
or counterclaim. CTG has the right to withhold service and supplies, without recourse, for any non-payment CTG retains the right to have all or some of the amounts due hereunder billed
and/or collected by third parties.
3. FIXED PRICING. The maintenance component of the Minimum Payment and Print Charges will not increase during the initial Term of this Agreement.
4, REMOVAL OF EQUIPMENT. CTG wilt be liable for all costs associated with the equipment removal at the end of the initial agreement. These costs will include all applicable
installation and removal charges, special rigging charges, and any parfs and Technical Representative labor connected with the relocation.
5. 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, Conway Technology Group. MAY ASSIGN OR TRANSFER the Agreement to Xerox Corporation, or another
party in the event of a merger, consolidation, stock transfer or sale of all or substantially all of its assets, without consent.
CTG NEGOTIATED CONTRACT Service Agreement June 2021
Customer Initials
