HomeMy Public PortalAbout2013-14 Service Contract Renewal.tifCustomer # Fujitsu Computer Products 6/19/2013 Chk#: 34607
VVOICE NUMBER DATE AMOUNT INVOICE NUMBER DATE AMOUNT
Dte # 1180 6/19/2013
maging Equipment Service Contract Renewal 6/13113-6/13/14
K8511 -1.B THE FORMSMAN INC. TB6.33&4135
$1,795 00
Total:
$1,795.00
Village of Key Biscayne
38 West McIntyre Street
-Suite 210
<ey Biscayne, FL 33149
305) 365-8903
SunTrust Bank
520 Crandon Blvd
Key Biscayne, FL 33149
** One Thousand Seven Hundred Ninety -Five And 00/100 Dollars **
'AY
-O THE
)RDER
)F
Fujitsu Computer Products
1250 East Argues Ave
Sunnyvale, CA 94085-4701
63-2151631
[t SECURITY FEATURES INCLUDED. DETAILS ON BACK. CJf
DATE
6/19/2013
CHECK NO. 34607
AMOUNT
0011-.607n' 1:0 6 3 LO 2 L 5 21: L0000 L 6 21-1960E0
Village of Key Biscayne Clerk's Office
Check Request Form
FY 2013
Date:
Amount:
Vendor:
Address:
Phone:
Account No.:
Prepared by:
6/13/2013
$1,795.00
Fujitsu Computer Products of America, Inc
1250 E. Argues Avenue
Sunnyvale , CA 94085
Myriam Restrepo
Emergency Chec
Separate Check:
New Address:
El
LI
PLEASE DO NOT MAIL.
RETURN TO DEPARTMENT
Service Contract Renewal from June 13, 2013 to June 13, 2014 for imaging equipment
General Ledger Account No.
001.01.512.47100 Printing, Binding & Imaging
Check No.:
Invoice No. Amount
$1,795.00
TOTALS $1,795.00
Funds Available? 0 Yes 0 No
Finance Director Vivian Parks
Approved:
Village Manager John C. Gilbert
Department Head onchita H. Alvarez
FUJITSU COMPUTER PRODUCTS OF AMERICA, INC.
1250 EAST ARQUES AVE, SUNNYVALE, CA 94085-4701
Phone:(800)-301-9475
REMIT TO:
BILL TO:
VILLAGE OF KEY BISCAYNE
88 W MCINTYRE Si
STE 220
KEY BISCAYNE FL 33149
US
Attn: Acccunts Pcavac`
Fujitsu Computer Products of America
C/O Bank of Amenca P.O Box 841850
DALLAS TX 75284-1850
US
SHIP TO:
VILLAGE OF KEY BISCAYNE
88 W MCIN TYRE S I
STE 220
KEY BISCAYNE FL 33149
US
INVOICE
INVOICE NO
INVOICE DATE
CUSTOMER NO
NEW
3878921
13 -JUN -13
35252
TERMS
PO NUMBER
SALES ORDER
METHOD OF SHIPMENT
DATE SHIPPED
BILL OF LADING
N30
N/A
3556074
0
Contract Number : 160573
Contact Person : CONCHITA ALVAREZ Phone 305-365-5506
LINE
PRODUCT NUMBER/DESCRIPTION
QTY
UOM
UNIT PRICE
AMOUNT (USD)
TAX
M4097D 1 Year ScanCarc NBD, Post Warr - I 13 -JUN -I3 -
12 -JUN -14
Service Start Date 13 -JUN -13
Scrviie End Date 12 -JUN -14
Service Duration (in Years)
Model . SERVICE
Senal Number . 8599
CUST P/N •
1
YR
1 795 00
1.795 00
N
Subtotal :
Freight :
Tax :
( %)
Total (USD) :
1.795 00
00
00
1,795.00
For any questions regarding this invoice, please email tcpaservicear@us tujitsu corn
Page 1 of 1
QUOTATION
Pay To
Company Address Fujitsu Computer Products of America, Inc
1250E Argues Ave
Sunnyvale, CA 94085
US
Service Contract Representative
Prepared By
Phone
Luke Hooven
(888) 425-8228
Customer Information
Bill To Name
Bill To
VILLAGE OF KEY BISCAYNE
88 W MCINTYRE ST
STE 268.
2)
KEY BISCAYNE, FL 33149
USA
Contact Name CONCHITA ALVAREZ
Phone (305) 365-5506
Email calvarez@keybiscayne fl gov
Service Product
Created Date 6/13/2013
Expiration Date 9/11/2013
Quote Number 00001180
E-mail lhooven@us fujitsu corn
Ship To Name VILLAGE OF KEY BISCAYNE
Service Part Desc
Product. serial Numbers
Start Date End Date . Qty
Unit Price
tat.
ce
M4097D 1 Year ScanCare NBD, Post Warr
To Proceed
8599 ,
6/13/2013 6/13/2014
Gross Price
Net Price
$1,795 00
$1,795.00
1 $1,795.00 $1,795.00
To accept this offer, please sign and email return this quotation to the Service Contract Representative Upon receipt of this acceptance, FCPA
will mail a Net 30 day invoice Please fill-in any relevent information below before submitting For orders of $500 or less Fujitsu only accepts
credit card payment
PO Number
Credit Card (Amex Visa, Mastercard)
Name on Credit Card
Is your business tax exempt') (MUST check one )
Quote Acceptance
YES
Check Number
exp CSC
or NO
If your order is $5K or higher , please provide two different authorized person's signatures
rant Name �� Sig
,otilehol,W
Print Name
Date
Date
QUOTATION
Signed Quotation is Customer's agreement to be invoiced subject to the terms and conditions of this agreement If a customer purchase order
is not provided, this quotation will serve as a legally binding agreement APPLICABLE TAX WILL BE ADDED TO THE TOTAL UNLESS COPY
OF TAX -EXEMPTION CERTIFICATE IS ATTACHED TO THE SIGNED QUOTATION Payment terms are NET 30 days Invoice MUST be
paid within terms to avoid disruption in service Quoation is valid for thirty days from the date of quotation
" APPLICABLE TAX WILL BE ADDED TO THE TOTAL UNLESS COPY OF TAX -EXEMPTION CERTIFICATE IS
ATTACHED TO THE SIGNED QUOTATION
FUJITSU COMPUTER PRODUCTS OF AMERICA, INC.
1250 EAST ARQUES AVE, SUNNYVALE, CA 94085-4701
FUJITSU Phone: (800) 626.4686
Dear Valued Customer,
Page: 1 of 2
Thank you for purchasing a Service Agreement. This Letter confirms that a contract was activated for you per the
referenced Start and End Dates. Enclosed is a copy of your FCPA Service Agreement and it is for your records.
If you have any questions about service and repair, please contact our Technical Assistance Center.
Priority Technical Assistance Line
(866) 357-3788
If you have any questions about your Service Agreement, please contact the Service Contracts Department.
Service Contracts Department
(800) 301-9475
For faster service, please have your scanner Model, Part, and Serial numbers ready.
This is not a Bill
FUJTTSU COMPUTER PRODUCTS OF AMERICA, INC.
1250 EAST ARQUES AVE, SUNNYVALE, CA 94085-4701
F U J I TS U Phone: (800) 626-46f36
Page: 2 of 2
FCPA SERVICE AGREEMENT
Date: 13 -JUN -13
Contract # 160573
Purchase Order Number: N/A
Contact Information
B
L
L
T
O
Site# 964146
VILLAGE OF KEY BISCAYNE
88 W MCINTYRE ST
STE 220
KEY BISCAYNE FL 33149
Phone: 305-365-5506
Contact: CONCHITA ALVAREZ
E-mail: calvarez@keybiscayne.fl.gov
Service Contract Representative:
HOOVEN, LUKE
Model
Serial No.
Phone:
Fax:
E-mail:
L
0
C
A
T
1
0
N
Site# 964148
VILLAGE OF KEY BISCAYNE
88 W MCINTYRE ST
STE 220
KEY BISCAYNE FL 33149
Phone: 305-365-5506
Contact: CONCHITA ALVAREZ
E-mail: calvarez@keybiscayne.fl.gov
(408) 746-7146
(408) 746-6903
Ihooven@us.fujitsu.com
Details
Start Date
M4097D
8599
13 -JUN -13
Ship To Address:
Contact:
End Date
12 -JUN -14
Service Type and Response Time
SCANCARE -- Next Business Day
88 W MCINTYRE ST,STE 220,KEY BISCAYNE,FL,33149,US
CONCHITA ALVAREZ Phone: 305-365-5506
This is not a Bill
Form W
-9
Inc. December 2011,
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
requester. Do not
send to the IRS.
Name (as shcv,n on your income tax return)
1,A t `a ♦ i� � k,
Business r, me/disregarded entity name rt d'fterent from aboee
1
Check appropnate box for federal tax e ossitcahon
❑ Indiadua"sore propnetar (:2 C Carperaaon ❑ S Carp cart n D Pa'tnersh,p ❑ Trusties:are
Urrited I abr,ty company Enter the tax class f cat on (C=C Corporal cn S=S corporation P=partnersnip) ►
❑ Other (see instruct,ons) ►
Adcress (n yrbe•. street, and apt or suite no )
.0,, E` tC art \ tY
City slate and ZIP code
❑ Exempt
Req_ester's rams and address (apron,;)
Lis' 3:count number(s) here (optional':
rag Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box The TIN provided must match the name given on the "Name" line
to avoid backup withholding For individuals, this is your social security number (SSN) However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3 For other
entities, it is your employer identification number (EIN) If you do not have a number, see How to get a
TIN on page 3
Note. If the account is in more than one name, see the chart on page d for guidelines on whose
number to enter
Social security number
1
Employer identification number
A
Part Ii
Certification
Under penalties of perjury, I certify that
1 The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2 I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I an,
no longer subject to backup withholding, and
3 I am a U S citizen or other U S person (defined bolo:.)
Certification instructions You must cross out stern 2 above it you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return For real estate transactions, item 2 does not apply For mortgage
interest pa d acquisition er abandonment of secured property cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN See the
instructions on page d
Sign
Here
signature of
U S person ►
Date ►
J ,
General Instructions
Section references are to the Internal Revenue Code unless other:.ise
noted
Purpose of Form
A person who is required to file an information return with the IRS must
obtain }our correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest
}cu paid, acoursitien or abandonment of secured property, cancellation
of debt, or contributions you made to an IRA
Use Form W''1-9 only if you are a U S person (including a resident
alien), to provide your correct TIN to the person requesting it (the
requester) and, when applicable, to
1 Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
2 Certify that you are not subject to backup withholding, or
3 Claim exemption from backup withholding if you are a U S exempt
payee If applicable, you are also certifying that as a U S person, your
allocable share of any partnership income from a U S trade or business
is not subject to the withholding lax on foreign partners' share of
effectively connected income
Note. If a requester awes you a form other than Form tY-9 to request
yo.L.r TN, , you must use the requ_stef's form if it is substantiall,
to this Form W-9
Definition of a U.S. person, For federal tax purposes, you are
considered a U S, person if you are
• An individual who is a U S citizen or U S resident alien
• A partnership, corporation, company or association created cr
organized in the United States or under the laws of the United States
• An estate (other than a foreign estate), or
• A domestic trust (as defined in Regulations section 301 7701.7)
Special rules for partnerships. Partnerships that conduct a trade or
business in the United States are generally required to pay a withholding
tax on any foreign partners' share of Income from such business
Further, in certain cases where a Form W.9 has not been received a
partnership is required to presume that a partner is a foreign person,
and pay the withholding tax Therefore, if you are a U S person that is a
partner in a partnership conducting a trade or business in the United
States, provide Form W-9 to the partnership to establish your U S
status and avoid withholding on your share of partnership income
Cat No 10231X Form W-9 (Rev 1,) 2 01 1
FUJITSU
Service Maintenance Agreement
Terms & Conditions
Upon Customer's signature to and acceptance of FCPA's Service Contract Quotation (the "Quote"),
Fujitsu Computer Products of America, Inc. ("FCPA") agrees to provide, and Customer agrees to
purchase, repair, maintenance and other services as indicated in the Quote for FCPA and other
manufacturers' equipment ("Product"), for the term and at the price set forth on the Quote, and in
accordance with these Service Maintenance Terms and Conditions ("Terms and Conditions") and the
applicable Description of Service Program. The Quote, the Terms and Conditions and the applicable
Description of Service Programs constitute the Service Maintenance Agreement ("Agreement") between
FCPA and the customer ("Customer") identified in the Quote, and Customer agrees to be bound
thereby. Customer acknowledges that FCPA may modify the applicable Description of Service Program
from time to time at its discretion without notice or consent of Customer.
1. SERVICE
Customer shall be entitled to purchase one or more of the service programs described in the applicable
Description of Service Program ("Services") for one or more Product. Service hours shall be during the
hours described in the Description of Service Program, Monday through Friday (each a "Business Day").
For purposes of this Agreement, "Business Day" excludes New Years' Day, Memorial Day, Independence
Day Labor Day, Thanksgiving Day, Christmas Day, legal holidays and such other days when the FCPA
service business is closed (collectively "FCPA Holidays"). Service may be provided under this Agreement
by FCPA or its authorized service provider ("Service Provider"). FCPA RESERVES THE RIGHT TO CHANGE
ANY OF ITS SERVICE PROGRAMS OR SERVICE METHODS AT ANY TIME AND WITHOUT PRIOR NOTICE TO
CUSTOMER. FCPA ALSO RESERVES THE RIGHT TO USE, REPLACE AND REPAIR PRODUCTS WITH LIKE AND
REFURBISHED PARTS AND PRODUCTS IN THE COURSE OF PROVIDING SERVICES, AT ITS SOLE
DISCRETION.
2. EXCLUDED SERVICE
Services provided under this Agreement do not include the furnishing of supplies or accessories for the
Products, or any other additional service unless specified in the applicable Quote. In addition to the
exclusions and limitations on Service set forth in Section 7 of this Agreement, Services provided under
this Agreement excludes repair or maintenance of Products which exhibit damage or malfunction
resulting directly or indirectly from any cause other than ordinary use or from operation of the Product
with non-FCPA approved equipment or supplies, or of Products which have been modified without
FCPA's prior written authorization. If a Product appears to require an excluded service, part, supply or
accessory, FCPA will submit a description of the services, part, supply or accessory which is necessary to
FUJITSU
restore the Product to normal operating condition and the estimated charges based on FCPA's time and
material rates then in effect. If Customer does not authorize FCPA to perform such repairs at Customer's
expense, FCPA may terminate immediately its obligation to provide Service under this Agreement with
respect to the Product, without liability for termination of this Agreement and may invoice Customer for
its customary inspection fee in lieu of service.
3. SOFTWARE MODIFICATIONS AND UPGRADES
3.1 FCPA will provide maintenance upgrades, software patches and telephone assistance of a technical
nature on licensed software approved and provided by FCPA ("FCPA Software") only. FCPA, or its
licensors, may issue maintenance upgrades or patches or provide for on -site services necessary to
correct errors that significantly affect software performance in accordance with the FCPA Software's
operating specifications. Unless documentation states otherwise, support will be provided for the
current and previous version release of the FCPA Software.
3.2 FCPA, and its licensors, reserve the right to develop new features and functionality improvements,
which may be offered to Customers as version releases under a separate price schedule.
3.3 All FCPA Software is subject to the terms and conditions of the applicable software license that was
in effect at the time the software was licensed from FCPA, or its licensors. License Terms are applicable
as long as the FCPA Software is being used, even if maintenance services are no longer available.
4. TERM
Services will begin on the start date specified in the Quote ("Effective Date") and end on the end date
specified in the Quote ("Term"). Thereafter, Service may be renewed for successive periods (each a
"Renewal Period"), as defined in the Quote, at then effective policies, support plans and current price
schedule, upon the mutual written consent of Customer and FCPA, or until earlier terminated as
provided in this Agreement.
5. PAYMENT AND PRICE CHANGES
5.1 Customer shall pay maintenance service charges on an annual or multi -year basis prior to the
commencement of Service. The service fees for Renewal Periods are subject to change upon forty-five
(45) days' prior written notice, except that FCPA may adjust the charges for the then -current Service
period if Products are added or Product specifications, attachments, or features change during such
period.
5.2 Payment terms are net 30 days from date of invoice, except for service fees due upon renewals,
which are due and payable prior to the renewal date. FCPA may assess interest on all amounts, which
are due and unpaid at the maximum rate allowable by law, if Customer fails to pay charges by the due
date. Customer shall pay any and all sales and use taxes, which may become due in connection with this
FUJITSU
Agreement. Customer shall pay any and all cost associated with the collection of fees for Service,
including, but not limited to: attorney's fees, invoicing, restocking, invoicing and collection costs.
6. PRODUCT CONDITION
Customer represents and warrants that as of the Effective Date of this Agreement the Product and all
Product safety features are in good condition; are operating in accordance with the Product
specifications; have been maintained in accordance with Product manufacturer's Product performance
specification; and have not been modified without FCPA's prior written authorization.
7. SERVICE EXCLUSIONS AND LIMITATIONS
Service provided under this Agreement does not include services or parts replacement related to the
following:
• Damage or malfunction of the Product due to fraud, tampering, or misuse or the use of components,
assemblies or modules not supplied by FCPA or by its authorized resellers or authorized for use with the
product.
• Accessories or missing parts, supplies, consumables and expendable items, or those items identified as
being the user's responsibility in the Product's Operator's Guide and Cleaning and Maintenance Guide
• Replacement of Product or increased service time required due to casualty, accident, damage, acts of
God, transportation, alteration, missing parts, neglect, misuse or abuse, operator error, failure of proper
management or supervision;
• Damage caused by failure to remove the shipping restraint;
• Damage or malfunction due to unsuitable physical operating environment;
• Damage caused by use of supplies, cleaners or accessories not approved by FCPA;
• Improper handling or maintenance;
• Service or modifications not performed by FCPA or its authorized service provider;
• Product installation, set-up, configuration or other non -repair services;
• Problems due to failure of Customer to conform to FCPA's site specifications;
• Replacement of motors or electrical components due to changes in power line specifications;
• Time spent in locating equipment not at the specified location or waiting for Product availability;
• Service or parts associated with any unauthorized modifications, alterations, attachments or service,
or problems related to the installation of non -manufacturer supplied software or system components;
FUJITSU
• Service associated with the use of supplies or consumables that do not conform to Product
specifications;
• Rebuilding or reconditioning of Product;
• The installation, discontinuance or removal of the Product;
• Relocation, systems engineering, programming, reinstallation of user operating systems or
applications software, reconstruction of data, operational procedures, operating system services,
system administration services, network system administration services, or consultation services;
• Cables and installation of cables;
• User maintenance training;
• Product maintenance after expiration or termination of the Agreement, due to Customer's delay or
rescheduling during Term; or
• Circumstances beyond FCPA's control.
8. CUSTOMER RESPONSIBILITIES
Failure to meet these responsibilities may result in additional charges or denial of service, at FCPA's sole
discretion. Customer will, as appropriate for the Products:
• Provide initial problem solving assistance to site users;
• Differentiate software and hardware malfunctions;
• Request Service only when a malfunction is evident on Product covered under this Agreement, except
as otherwise provided in the applicable Description of Services;
• Perform appropriate problem analysis and corrective actions by following troubleshooting and
remedial actions as prescribed by FCPA's technical assistance center, including Customer maintenance;
• Maintain site environmental ranges including space, electrical power, air conditioning and humidity
within Product specifications;
• Provide continuous and appropriate resource availability during problem resolution;
• Maintain software documentation and install, as directed, any maintenance upgrades and patches
supplied by software manufacturers;
• Supply consumable items (such as lamps, feed rollers, or other components that are replaced due to
normal wear and/or as referenced in the Manufacturer's Manual(s));
FUJITSU
• Perform preventative maintenance and error recovery procedures, as defined in the individual
Products' user manual;
• Provide service personnel with immediate access to the Products when service is requested;
• Keep the site environment ranges within the specifications set forth by the manufacturer of the
relevant Product.
9. PROPERTY OF FCPA
Maintenance material, tools, documentation, diagnostics, firmware and test equipment provided by
FCPA shall remain the exclusive property of FCPA.
10. WARRANTY AND DISCLAIMER
FCPA warrants that it shall perform the Service required under this Agreement in accordance with
industry practices and standards generally applicable to such Services. This warranty pursuant to this
Section 9 shall remain in effect for a period of ninety (90) days following FCPA's performance of any
Services hereunder, or until the termination of the Agreement, whichever is sooner.
FCPA'S WARRANTY OBLIGATIONS UNDER THIS SECTION 10 ARE IN LIEU OF ALL OTHER WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, AND FCPA SPECIFICALLY DISCLAIMS ALL WARRANTIES,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON -INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITYTHE SERVICES OUTLINED IN THESE TERMS ARE FCPA'S ONLY OBLIGATION.
FCPA AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR
CONSEQUENTIAL DAMAGES, THIRD PARTY CLAIMS, LOSS OF PROFITS OR DATA, OR LOSS OF USE OF
PRODUCT OR EQUIPMENT OR OTHER BENEFITS, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE SERVICE PERFORMED UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF
ACTION, WHETHER IN CONTRACT OR TORT, EVEN IF FCPA OR SERVICE PROVIDER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
This limitation of liability will not apply to claims for injury to persons caused by the sole negligence of
FCPA or of persons under its direction or control.
Customer agrees that FCPA's liability from any cause, whether based upon contract, tort, breach of
warranty, negligence or otherwise shall be limited to the lesser of $5,000 or the total amount of FCPA's
maintenance service fees paid to FCPA pursuant to this Agreement. In all cases any claim must be
brought within twelve (12) months after the occurrence of the alleged act or omission, giving rise to the
damage.
12. TERMINATION
FUJITSU
Either party may terminate the Agreement, with or without cause, at any time upon thirty (30) prior
written days notice to the other party; provided however that a Customer who elects to terminate this
Agreement and who received a discount from the normal charge for Services to be provided under this
Agreement shall be liable for an early cancellation fee in an amount equal to the discount received. If a
Customer elects to cancel this Agreement within the first six months of the term of the Agreement,
Customer shall receive a refund in an amount equal to the lesser of (i) 75% of the total amount paid by
the Customer under the Agreement prior to the effective date of cancellation or (ii) the prorata amount
for the remaining unexpired term of the Agreement, less charges at FCPA's customary time and
materials rate for onsite visits made and for consumable provided to the Customer. A Customer who
elects to cancel the Agreement after first six-month period is not eligible for refunds of any kind
whatsoever. A Customer will be charged for any Service provided prior to cancellation of the Agreement
at time and material rates. Either party may terminate this agreement upon written notice to the other
party (i) for failure of the other party to comply with any material term or condition of this Agreement
and such failure is not remedied within thirty (30) days of written notice of such failure by the other
party, (ii) if the other party make an assignment for the benefit of creditors, becomes unable to make
payments due, or becomes the subject of any bankruptcy, receivership, or similar proceeding. FCPA may
terminate this Agreement if Customer is in default of this or any other Agreement with FCPA.
13. FORCE MAJEURE
FCPA shall be excused from performance under this Agreement if such failure or delay arises out of
cause(s) beyond the reasonable control of FCPA, including without limitation acts of God or the public
enemy, earthquake, fires, floods, epidemics and unusually severe weather, material shortages, strikes or
similar labor disruptions.
14. COMMUNICATIONS WITH CUSTOMER
FCPA, and its agents and third -party resellers, shall have the right to contact Customer by telephone,
email or other means, regarding the Services, renewal of the Services or other products and services
that FCPA believes may be of interest to Customer. Customer hereby agrees and consents to receive
communications in accordance with this Section.
15. Confidentiality
FCPA does not wish to receive any confidential information of Customer in the course of providing
maintenance services, and Customer shall take all reasonable precautions to avoid disclosing any of its
confidential information or that of its customers, employees or clients ("Confidential Information")_to
FCPA and its employees and Service Providers. However, in the event that FCPA's employees or Service
Providers become exposed to Confidential Information, FCPA will ensure that such information is
protected against unauthorized disclosure using the same degree of care, but no less than a reasonable
degree of care, as FCPA uses to protect its own information of a like nature.
FUJITSU
16. Waiver of Default
Any failure of either party at any time, from time to time, to require or enforce the strict keeping and
performance by either party of any of the terms and conditions of this Agreement shall not constitute a
waiver by either party of a breach of any such terms of conditions in the future and shall not affect or
impair such terms or conditions in any way, or the right of either party at any time to avail itself of such
remedy as it may have for any such breach of any term or condition. No waiver of any right or remedy
hereunder shall be effective unless expressly stated in writing by the waiving party.
17. GENERAL
17.1 This Agreement (consisting of the Quote, these Terms and Conditions, and the Description of
Service Program contains the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous oral or written proposals, negotiations,
understandings, agreements, and other communications between the parties.
17.2 This Agreement may not be amended and no provision of this Agreement shall be considered
modified by either party unless the amendment or modification is made in writing and signed by both
parties.
17.3 The terms and conditions of this Agreement shall control and take precedence over any contrary
terms contained in any invoice, purchase order, or other document exchanged by the parties in
connection with this Agreement.
17.4 This Agreement shall be governed by the laws of the State of California, without regard to conflicts
of law provisions.
17.5 FCPA may assign this Agreement and its rights under this Agreement to any its parent or an
affiliate. Customer may not assign this Agreement without FCPA's prior written consent.
17.6 Any notice or communications between the parties shall be in writing and delivered personally or
by first class mail, postage prepaid, by facsimile transmission verifiable as received with a
contemporaneous date -stamp, or by email to the parties' respective addresses as set forth in the Quote.
17.6 In the event of a dispute which arises in connection with this Agreement (other than disputes
related to unpaid fees, charges and other sums due from Customer under this Agreement), the parties'
exclusive remedy will be binding arbitration in Santa Clara County, California by the American
Arbitration Association ("AAA") in accordance with its then -current Commercial Arbitration Rules before
a single arbitrator. In the event the parties are unable to agree upon an arbitrator, the AAA will select
the arbitrator according to its Commercial Arbitration Rules. Judgment upon any award rendered in such
arbitration may be entered in any court having jurisdiction thereof.
FUJITSU
17. 7 In the event that litigation is instituted between the parties in connection with any controversy or
dispute arising from, under or related to this Agreement, the judgment therein shall include a
reasonable sum to be paid to the prevailing party for and on account of attorneys' fees and costs
incurred in such litigation, including those incurred on appeal.
17.8 If any provision herein is held invalid or illegal by any court of competent jurisdiction, the same
shall be deemed severable, shall in no way affect any other provision, and shall be deemed replaced by a
provision which comes closest in language and intent without being invalid or illegal.
17.9 This Agreement and any renewals or modifications hereof may be executed in one or more original
signed counterparts or signed counterparts transmitted by email or facsimile, each of which shall be
treated as though it were an original document and which together shall constitute one and the same
instrument.