MANAGED SERVICES AGREEMENT
IMPORTANT: TERMS AND CONDITIONS SET FORTH ON THIS FORM ARE INCORPORATED
1 SERVICES, Throughout this Agreemen! the words We." “Uur " and LH” refers 19 Conway Technology Group (heremailer
refered (0 a3 CTG. The wards "Vou" and “Your refer to the ustomer ind ated on the reverse. This Agreement covers both
tha labor and matenals for adj , fapairs, and rep: of parts ed by normal use of the Equipment
Isted on the face of thi, Agreemen! (Services). Services los nat include (he Idllowing: (a) sepairs due 16 masuse, neglect,
of abuse (including, without knidanon, improper vohage or use of supplies thal do nat conform to the manufacturers
Speciications: (b) use of optons accessories or products not prowded by CG; (c] non-CiGatteratons, relocation, service or
poles; td) loss o1 damage resutting from acadents, fee, on thet, (2) maintenance requested outside CTG's normal business
hours, 1) Thermal heads, process units, and fuser uruts for Facsinwie Machines, (g) Thermal Heads and Micra Toner for Laser
Punters and parts and labor for all non-laser printess and/or ih) parts for Scanners. Replacement parts may be new,
reprocessed, nvrecovered, (i) Staples. Suppties pravided by €1G are in a¢cardance with the copy wokenes set forth on the
face of this Agreement and wihin the manufacturer s stated yields. Supphes are ta be used exclusively for the Equipment
and remain CTG property untd cansumed You will return, ot allow C1G to retrieve. any unused supplies at the
tenminalionferpration of this Agreement You are respons ble fos the cost of excess suppies. You authorize Equipment ie be
connected ta an aularnait mete reading device of, if we clhenwse request, you will provide us with accurate meter
feadings for each tem af the Equipmerd when and by such means as we request. ff you do not permit the CTG to use
automatic mater reading devices, C1G may chatge a monthly fee of $25 00 per billing penod for manually perferming meter
reads. If you a not provide meter reads as required, CTG may estimate the reading and bil accordingly. in the event
addmional prmers are added to the Customer's network and appears on FMA (FAM Audit) f applicable, the Customer
understands nabficatan may be seni ta the Customer: Contact person on recard along wth am CTG Equipment ID Tag, said
equipment will abo be added to the existing Maintenance Agreement, Non-networked printers may be added provided
applicable paperwork & completed and signed by the Customer The addon o! networked andor non- networked
equipment may result in adeitional costs to the Customer at curtent CTG «ates. You shall prowde adequate space and
d@lectrical service for the operatian of the Equipment wn accordance walh U/L and/or manulacturer's specifications. Supplies
wil be shipped via Ground A! shipping methods will be billed ta the Custamer and may indude special processing fees.
Customey is responsible for shippang and handing for any shepping method other than UPS Ground. Service provided
outride CTG's nosma! business hours wl be at CT hourly rates in effect at the ime of Service Hf, al any time dunng the
Term of this Agreement Customer upgrades, modifies, ra adds Equipment, Customer shall promptly notify CTG. CTS
mainians the nght to mspect any upgrades and modsficabons (equipment and/or additional equipment and. in its sole
dis¢teton, determune whether equipment g ebgible for Service if d. the A will be ded to include
such changes, indudng pacing madfcation: Undess otherwse agreed tin writing. Customer remains sodety responsible for
any and all Customer data stored within the Equipment and the 1emoval of such data upon termination of this Agreement
2. TERM AND PAYMENT Excep! as otherwise provided for hevein, this Agreement is non-cancelable The commencement
date fat thes cerdract shai be the later ol A The date of delivery lor equipment purchated ar leased from CG: Or &. The
dale o! the signing of the rontract by (Th and rustomer for a? other equipment Unless noted in writing by certified mad,
Teturts 1 esp fequested and received and sagned by Fino hess than - sty (601 days prior te itt exprauen, this Agreement
shall auternateally cenew for additional one (1, year penads. You agree to pay 1 TG the Minimum Monthly Payment and all
other sums when due and payable The Minimum Monthly Payrnerd entdies yau 10 Services far a specific number and type
(a, black & whae, color, wan} of Prints/Copecs as denitied on the face of thes Agreement and #4 be billed in advance in
addition, You agree to pay the Overage Rate for each PrinlCopy thal exceeds the applicable number and type of
PrmsfCopies provided in the Minimum Monthly Payment which amount shal be bided in arrears A Print/Copy 6 defined as
standard 8.5*«1t" copy flarger size copees may segister Iwo meter chrkay brans, in excess of prints/copees, are subject ta
Overage Rates. No créedi wil be applied toward: unuied :apres/pants Your obligation ta pay a1 sums when due shall be
absolute and unconditianal and af not subyect (o any abatement. atset defense or counterciam if any payment & not pad
within 1 dayt of its due date, you wil psy a late charge not in exceed 7% of each dale payment lor such lesser rate ad i the
manda allowable by aw! ETE ha, the eght to withhold serace and supphes, without recourse for any nan- payment
Unless cthenmse stated on the face of this Agreement, CTG may inciease the Bare Charge and/or the Overage Rates on an
annual basis, in an amount nat to exceed 500%. CTG retant the right 1c have al of same of the amounts due hereunder
billed and/or collected by thvid parties. If Customer requires any specialized bring procedure of invaang, CLG reserves to
bl an adrenstrative fee not 10 exceed §100 per invoice
3. TAXES. Payments are exclusive of all s121@ and local sales, use exise prvilege and similar taxes You will pay when due
edher duectly av to ls upon demand, al tares. fines and penalties ¢elating 10 thus Agreement that are now of in the future
assessed or ened
4. WARRANTY You acknowledge that the Equipment covered by this Agieement was selected by You based upon your
own judgment §=C1TG MAKES NO REPRE SENIJATIONS OR WARRANTIES, EXPRESS OR IMPLIED. ORAL OR WRITTEN.
INCLUDING, WITHOUT LIMITA "ION, SMPLIED WARRANTIEE OF NON-INFRINGEMENT: IMPLIED WARRANTIES OF
MERCHANTABIL TY. OR. FATNESS FOR A PARTE ULAR PURPOSE. ALL OF WHICH ARE SPECIFICALLY AND UNRESERWEDLY
EXCLUDED. IN PARTI LILAR BUT WITHOUT LIMITATWN, NZ WARRANTY IS GPVEN THAT EQUiPMENT IS SUITABLE FOR
PURPOSES INTENDED BY C4KTOMER
5. LIMITATION OF LIABILITY In no event shad CTG be dable for any induert, tpecial, ncdental or comequential damages
finelud.ng loss profis; whether based in contract, tor, of any other legal theory and irrespective of whether CTG has notice
of the possiblity af such damages
6. BREACH OR DEFAULT A Breach of Default by ¢ ustomer shall indude but nor immed to any of the following. 1 Faure 10
pay on tme any amount due hereunder 2 Breach of any terms of this Contract. 3 Ceasing to da business as a gaing
concen, 4 Filing of a petdion by of against Customer under any of the provisions of chapters of the Bankruptcy Act or any
Amendment thereto 5 Assignmem by Customer for the benefit of creditors, 6 Calling af a genera! meeting of creditors 6
Attempts io make an wformal as SMETIEN OF COMDOS tem wh & Kl
7 Appointment of atecetver oo: any offer ol a cour 10 have control of any of Custamer s property 8, if [1G deems the
Agreement to be in jeopardy orf CTG feels reecure. 9. Physical moving oF felocalion of equipment by Customer of by
anyone else other than CTG; 10. Misuse of the equipment as determined by (TG; II Transfer of ttle ownership or
possession of the equ:pment af 12. Relocalian af Customer § place of business 10 3 state other than the state where the
equipment was delivered of located at the Commencement of the Contract 1] Lite of any supply ters which causes
machine damage, requies urve asonable excessive service ar does not meet current mirumum physical property guidelines
which CEG may have for such tupply eens, af id ff Equipment it maditied, damaged, altered at serviced af repaired by
anyone othe: than employees of CTG: of 15. Placing Equipment in an area which wolates CTG's appraved space. electrical or
ervianmental requirements. 6. REMEDIES in the event of breach of defaut by Customer. 1. C1G, in additian 10 any other
legal remedies 1 may have, may tetrunate this Contract efectiwa upon wntien notee io Customer, # in addition, Customer
agrees (o pay to CTG reasonable atlamey’s fees lat no less than 4200 per hour) and legal expenses {including but imuted to
court filing lees and anniversary fees, ther? anc constable fees, winest fees stenographer and depautian transcript fees,
and other expenses retated to collection ar Itigavon) incuried in exercising any of its rights and remedies upon breach or
defaun by Customer, plus interest at a rate of 11/2 % per month. 3. Full contract price finckding amounts due and payable
and amounts not yet due ar payable) shall become immechately due and payable
7) ASSIGNMENT: Nether Party may assign ov transfer any af its rights or obbgavors under the Agreement without the prior
written consent of the other Panty which corsem shall not be unreasonably wdhheld, conditioned or delayed
Notwithstanding the foregoing. CTG MAY ASSIGN OR TRANSFER the Agreement to Xerox Corporation of another party in
the event ol a merges, consafidation, stock ansies or sale of all of substantially all of its assets, vthout consent
B. NOTICES: AN notices required a d under this Agi shall be by reg mail to such party at the
address set for in this Agreement, of at such olhes address ax such party may detignale in writing from time ta iene Any
nonce from CTG to you shall be effective three days after it has been deposited in the mad duly addressed. AMl such notices
to CIG from you shall be effecine after ¢ has been secerved via registered WS. Mar
9. INDEMN-FKCATION. You are responsible for and agree 10 indemnify and hald us harmless fram, any and alt (a) losses,
damages penalties, claims, suits and actions (coflectvely, “Clawns’), whether based on a theory of contvacL tort, strict liabalty
of otherwise caused by of related to Your use of possession of the Equipment and fb) all Costs and attorneys fees incurred
by us selateng 6 such <lainn
10. FAX EXECUTION. 4 faved ot electronically tranamitied version of this Agreement may be conudered the original and you
will na( have the nght to challenge in court the authentitly a1 binding effect af any faxed or scanned capy of Hgnature
thereon. This Ageeemaent may be signed in countesparts and all counterparts will be considered and constitute the came
Aqieement
IL MISCELLANEOUS. (41 Choke of Law. This Agreement shall be governed by the laws of ihe Stale of New Hampshire
(wthoul egard 10 the confict of laws ar principles af such states) (b] Jury Trial, YOU EXPRESSLY WAIVE TRIAL BY JURY AS
TO ALL ISSUES ARISING OUT OF OR RELATED 70 THIS AGREEMENT, (c) Entire Ag This Ag) € the
enive agieement between the parties and su des all priot ag . proposak ar neg whether oral or
wniten. (d] Endorceabilty. H any provision of this Aqieernent is unerdorceable illegal or invalid, the remaining provisions wil
remain if full force and eect (e)] Amendments. Tiss Agreement may not be amended of modified excep! by 3 writing
signed by the parties: provided you agree that we ate authorized, without notice 1ayou, to supply misting information or
Orrect obvious ertors provided that such change dote nal materially aller your obligations, (f) Farce Majawe. CFG shal not
be respansuble for delays or inability 10 sence caused dhrectly of indwactly by strikes, accents, clmate conddions, parts
availabilty, unsafe travel candions, or other réasans beyond aur control ig) CTG has the nght 10 modiy/earrect any clancal
corrections.
12. DEVELOPER CG has the sale right to install and remove developer Developer wif be removed according to CIGs
tole discretion
13. LQANER POLKY CTG shai be under no obligation ta provide a “loaner’ of substitute aqupment to customer The
Provision of any such equipment by CTG shall be deemed qiatuctaus and a gesture of gooduall and sinall not bind or
Obligale CTG in any manner, CTG may charge customer for delivery. installation, mainienance, service, repanré, supplies,
copees, and use of said loaner af such equipment.
14 RELOCATION OF EQUIPMENT NO ON? OTHER THAN CTG SHALL MOVE OR RELOCATE THE EQAIPMENT Custamer
wil be fiable for all costs associated with any Equipment ralocatian These costs will include all appéicable instalation and
removal charges, special sigging charges. and any parts and Technical Representatve labor connected with the relocatian
Technical Representative labor and parts will be chargéd in atcordarxe with the CG hourly rales and parts prices in effect at
the time od the reloc avon.
15 PAINTER SCHEDULE. All printers (currently owned or after acquired) musi be fisied on the attached Panter Schedule to
be eligible far serace undew the Agreement Should Custamer becorne aware of any printers not on the attached Schedule
1 should Customer obtain any new pnnters dunng the Term (hereinafter “Mon-Supported Srinterisy"). Custamer shall
Provide notice to C14 within 10 days alter learning of a Mon-Supparted Painter, CTG is not responsible for any devices nor
Inted on the Schedule (Original or by way of addendum).
OR INTERNAL USE ONLY
SALES REP | Emma Lee Humphrey
CUST # | ©0257 100912
Sign here to confirm that you have read and
agree with the terms on this page
ORDER # } 20215669
