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Product Schedule N
State and Local Gave
Master Agreement Number
This Image Management Product Schedule ("Schedule") is made part of the State and Local Government Master Agreement ( Master Agreement') identified on
this Schedule between IKON Office Solutions Inc (we" or us") and as Customer ( you")
All terms and conditions of the Master Agreement are incorporated into this Schedule and made a part hereof It is the intent of the parties that this Schedule be separately
enforceable as a complete and independent agreement, independent of all other Product Schedules to the Master Agreement.
CUSTOMER INFORMATION
t i(e.1 6t d
Customer (Bill to) e Al,� er:' re_ Sk
Addr
r Ac iS(tif M e i
City 1 County 1 tate Zip
L
Product Location
Address
City County State Zip
Customer Contact Name
sel I GLlct4 F.e.---► al S
PRODUCT DESCRIPTION ("PRODUCTS")
Customer Telephone Number
I 101— = 36 S
uan Egwpment Descripton Make Model & Serial Number
aty
Quantity
Fax Number/E mail Address
Equipment Descnption Make Model & Serial Number
OFJ4,
ateNt,a 50'70
ON +Z.
-
V t+nl.Silt? r014i-
11704 lrzcztrot
PAYMENT SCHEDULE
Minimum Term (mos)
`mil (,
Cost
Per Image
$
Cost of Additional
Images
S 0.0 In
Guaranteed Minimum
onth/Quarterly/Other
IMmages OO V
Meter Reading/Billing
For Additional Images
Monthly
j
Minimum Payment
Without Tax /
$ '' .
Payment Due
/Monthly Quarterly
Advance Payment (with tax) $
Quarterly
Apply to 1st Payment
Other
Other
Other
14 -,7 z
7
Sales Tax Exempt ❑ Yes (Attac aemption Certificate) Customer Billing Reference Number (P 0 # etc )
Addendum(s) Attached ❑ Yes (Check if yes and indicate total number of pages
TERMS AND CONDITIONS
1 The first Payment will be due on the Effective Date The dehvery date is to he indicated by signing a separate acceptance form If the term hereof exceeds 12 months the Cost Per Image
and the Cost of Additional Images may be mcreased up to S ,G annually for each year beyond the initial 12 month period
2 You have apphed to us to use the above descnbed items ( Products") for lawful commercial (non consumer) purposes THIS IS AN UNCONDITIONAL, NON CANCELABLE
AGREEMENT FOR THE MINIMUM TERM INDICATED ABOVE If we accept this Schedule you agree to use the above Product(s) on all the terms hereof including the Terms
and Conditions on the Master Agreement THIS WILL ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS SCHEDULE AND THE MASTER
AGREEMENT AND HAVE RECEIVED A COPY OF THIS SCHEDULE AND THE MASTER AGREEMENT
3 Image Charges/Meters, hi return for the Muumum Payment you are entitled to use the number of Cuaranteed Muumum Monthly/Quarterly/Other Images If you use more than the
Cuaranteed Minimum Monthly/Quarterly/Other Images in any month/quarter/other period as applicable you will additionally pay a charge equal to the number of additional metered
images times the Cost of Additional Images If we determine that you have used more than the manufacturer s recommended specifications for supphes you agree to pay reasonable charges
for those excess supphes The meter reading frequency is the period of tune (monthly quarterly semi annually or annually) for which the number of images used will be reconciled The
meter reading frequency and corresponding additional charges if any may be different than the Minunum Payment frequency You will provide us or our designee with the actual meter
reading upon request If such meter reading is not received within 7 days we may estimate the number of images used Adjustments for estimated charges for additional images will he
made upon receipt of actual meter readings Notwithstanding any adjustment you will never pay less than the Minimum Payment
4 Additional Provisions (if any) are
CUSTOMER
X ��1/ Title
Autho ed finer
tiictc� Kit fgAx-i,ee/
Date
rlikqe
(Authorized Signers printed name)
IKON OFFICE SOLUTIONS INC
x
Authorized Signer
Title Date
(Authorized Signer s printed name)
Sta!d and Local Government
Master Agreement
CUSTOMER. r Number
Full Legal Name $ t..'-- �G R 4-
Address I ‘Q . �� ipj� r& +r
City V `L46 Ort
V9 II
$CO.1 State lip i 49 Contact Ch)
Phone
Facsimile Number E mail Address
This Master Agreement ( Master Agreement") has been written in dear easy to un Terstan 1 Enghsh When we use the wor is "you your or Customer in dos Master Agreement
we mean you our customer as indicated above When we use the words 'we us or our in this Master Agreement we mean IKON Office Solutions Inc Our corporate office
is located at 70 valley Stream Parkway Malvern PA 19355
Agreement We agree to rent to you and you agree to rent from us subject to the
terms of this Master Agreement the personal and intangible property described in any
equipment schedule (a Schedule ) executed by you and us and incorporating the terms
of this Master Agreement by reference Each Schedule shall be separately enforceable
as a complete and independent agreement, independent of all other Schedules to this
Master Agreement The personal and intangible property described on a Schedule
(together with all attachments replacements parts substitutions additions repairs
and accessories incorporated in or affixed to the property and any license or subscnp
non nghts associated with the j rat erty) will he collectively referred to as Product
The manufacturer and/or vendor of the tangible Product shall be referred to as the
"Vendor To the extent the Product includes intangible property or associated services
such as penodic software licenses and prepaid data base subscription nghts such rntan
grble property shall be i eferred to as the Software
2 Schedules, Delivery and Acceptance Each Schedule that incorporates this Master
Agreement shall be governed by the terms and conditions of this Master Agreement,
as well as the terms and conditions set forth in such individual Schedule 1 he terms
nation of taus Master Agreement will not affect any Schedules executed pnor to the
effective date of such termination When you receive the Product, you agree to mspect
it to determine it is in good working order Scheduled Payments (as specified in the
applicable Schedule) will begin on the Pi oduct delivery and acceptance date ( Effective
Date luu agree to sign an 1 return to us a lelivery an 1 acceptance eerttficate (which
at our request may be done electronically) within three business days after any Product
is installed
3 Term. Payments The first scheduled Payment (as specified in the applicable Schedule)
(Payment") will be due on the Effective Date The remaining Payments will be due
on the same day of each subsequent month unless otherwise specified on the apply
cable Schedule If any Payment or other amount payable under any Schedule is not j aid
within ten days of the rue date you will pay to us in a 1 iituun to that payment, a one
time late charge of 59' of the overdue payment (but in no event greater than the maxi
mum amount allowed by applicable law) loo also agree that except as expressly stated
in Section 19 below THIS IS AN UNCONDITIONAL NON CANCELABLE
ACZRFFMFN"I FOR 1 u MINIMUM I TRIM INT)TCA 1 TT) ON ANY SCTTTI)
ULE TO THIS MASTER AGREEMENT 411 payments to us are net and are not
subject to set off or reduction
4 Product Location, L se and Repair You will keep and use the Product only at the Prod
uct Location shown in the applicable Schedule You will not move the Product from
the location specified in the applicable Schedule or make any alterations additions or
replacements to the Product without our prior written consent, which consent will not
be unreasonably withheld At your own cost and expense you will keep the Product
ehgible for any manufacturers certification as to maintenance and in comphance with
applicable laws and in good condition except for ordinary wear and tear You may
elect to separately engage us to provide maintenance .and support services pursuant
to a separate agreement for such purpose ( M mtenance Agreement) All alterations
additions or replacements will become part of the Product and our property at no cost
or expense to us Nile may inspect the Product at any reasonable time
5 Taxes an i Fees In 1 tenon to the payments under this Master Agreement to the
extent you are not exempt under applicable law you agree to pay all apphcable taxes
fees and filing costs related to the use of the Product, even if billed after the end of
the term of this Master Agreement or any Schedules If we are required to file and pay
property tax you agre to r imburse us Tf you arc. re luir d to fil and pay the taxc.
directly to the tax collector we will noufy you
6 Warranties We transfer to you without recourse for the term of each Schedule any
wntten warranties made by the Vendor or Software Suppher (as defined in Section 10 of
this Master Agi eement) with respect to the Product rented pursuant to such Schedule
YOU ACKNOWLEDGE THAT WE DO NOT MANUFACTURE OR DESIGN
THE PRODUCT YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT
THE MANUFACTURER AND THAT I OU HAVE SET ECTED THE PROD
UCT BASED ON YOUR OWN JUDGMENT AND YOU HEREBY AFFIR
MATIVELY DISCLAIM RELIANCE ON ANY ORAL REPRESENTATION
CONCERNING THE PRODUCT MADE TO YOU However if you enter into a
Maintenance Agreement with us with respect to ny Product, no provision clause or
paragraph of this Master Agreement shall alter restrict dinnish or waive the nghts
remedies or benefits that you may have against us under such Maintenance Agreement
WE MAKE NO WARRANTY EXPRESS OR IMPLIED AS TO ANY MATTER
WHATSOEVER INCLUDTNC BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
Pt RPOSE AS TO US YOU RENT THE PRODUCTS AS IS YOU AGREE
THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY WE ARE
NOT RESPONSIBLE FOR AND YOU WILL NOT MAKE ANY CLAIM
ACAINS 1 US VOR ANY CONSFQUFN 1 TAT Si FCTAT OR INT)TRFC 1 DAM
AGES
7 Loss or Damage You arc rcsponsil lc fo any thcft, destruction of or damage to the
Product (collectively Loss) from any cause at all whether or not insured from the
nme of Product delivery to you until it is delivered to us at the end of the Schedule You
are re luired to make all Payments even if there is 2 Loss You must notify us in writ
ing immediately of any Loss Then at our option you will either (a) repair the Prod
uct so that It is in good condition and working order eligible for anv manufacturers
certification (b) pay us the amounts specified in Secnon 12 below or (c) repl ce the
1 roduct with equipment of similar age and capability from us.
8 Claims. Liability and Insurance (a) To the extent permitted by applicable law the
j antes to this Master Agreement will defend and hold each other hatmless from all
claims arising out of the death or bodily injury of any agent, employee or business
invitee of the indemnified party or the damage loss or destruction of any tangible
property of the indemnified party to the extent caused by the negligence or rnten
tonal acts or omissions of the incemmfying party (b) Because you have sole posses-
sion ant control of the 1 roduct, you ar responsible for anv damagc injury or loss
misuse
caused by (or to) the Product resulting from the us; suse or possession of the Prod
uct or any accident or other casualty relating to the Product We are responsible fat
damage or injury to third persons to the extent the damage or injury is caused by out
negligent acts or nmrsstnns You agree to maintain insurance to cover thc Product for
all types of loss including without lint, theft, in an amount not less than the full
replacement value and you will name us as an additional insured and loss payee on
your insurance policy Such insurance will provide that we will be given thirty (30)
days advance notice of any cancellation You agree to provide us with evidence of such
insurance m a form reasonably satisfactory to us If you are self insure 1 with respect
to the Product(s) you shall maintain during the term of each Schedule to this Master
Agreement a self insurance program reasonably saasfactory to us and shall provide co
us evidence of such program In the event of loss or damage to the Product you agree
to remain responsible for the payment obligations under this Master Agreement until
the payment obligations re fully satisfied
9 Title. Recording We are the owner of and will hold ntle to the Product (except for
any Software) You will keep the Pro iuct free of all hens an 1 encumbrances Except
as reflected on anv Schedule you agree that this Master Agreement is a true rental
However if any Schedule is deemed to be intended for security you hereby grant to us
a purchase money security interest in the Product covered by the applicable Schedule
(inelu tinb any replacements substitutions ad boons attachments and pprouuls) as
secunty for the payment of the amounts under each Schedule You authonze us to
file a copy of this Master Agreement and/or any schedule as a financing statement
and you agree to promptly execute and deliver to us any financing statements cover
ing thc Product that we may rcasnnal ly require provided however that you hcrcl y
authorize us to file any such financing statement without your authentication to the
extent permitted by apphcable law
10 Software or Intangibles To the extent that the Product includes Software or other
Intangibles you undersatnd and agree that we have no right, tide or interest in the
Software and you will comply throughout the tern of this Master Agreement with
any license and/or other greement ( Softw re License") entered into with the sup
pher of thc Software ( Software Supplier) You arc responsible for entering unto any
Software License with the Software Supplier no later than the Effective Date
11 Default Each of the following is a Default under this Master Agreement and all
Sc.he piles (a) you fail to p y any Payment or any other payment within 30 d ys of its
due date (b) any representation or wan anty made by you in this Mastet Agreement is
false or incorrect and/or you do not perform any of our other obligations under this
Master Agreement or any Schedule and/or in any other agreement with us or with any
of our affihates and this failur continues for 10 clays after w have nonfi d you of it,
or (c) you become insolvent you dissolve or are dissolved or you assign your assets
for the benefit of your creditors or you file or have filed against you any bankruptcy
or reorganization proceeding
12 Remedies If a Default occurs we may do one or mote of the following (a) we may
cancel or terminate this Master Agi eement and/or any or all Schedules or any or
all other agreements that we have entered into with you (b) we may require you to
imme Irately pay to us as compensation for loss of our bargain an 1 not as a penalty
a sum equal to (i) all past due Payments and all ocher amounts then due and payable
under this Master Agreement or any Schedule and (ir) all unpaid Payments for the
remainder of the term of each Schedule plus our anticipated value of die Product at
thc cnd of the uunal term of any Schedule (or ny renewal of such Schedule) such
unpaid Payments and anticipated value to be discounted to present value at a r to
equal to 6 ,6 pet year to the date of default. Re agree to apply the net proceeds (as
specified below in this Section) of any disposition of the Product to the amounts that
you owe us (c) we niay require you to deliver the P oduct to us as set forth in S c
non 14 (1) we or our representanve may peacefully repossess the Pro luct without
court order and you will not make any clams against us for damages or nespass
or any other reason (e) we may exercise any and all other rights or remedies avail
ble to a lender secured p rry or lessor under the Uniform Commercial Code
( UCC) indudmg without limit, Article 2A of the UCC and at law or in e. fusty
(f) immediately terminate your nght to use the Software including the disabling (on
site or by remote communication) of any Software (g) demand the immediate return
and obtain possession of the Software and relicense the Software at a public of private
sale (h) cause thc Software Supplier to terminate the Software License support and
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ther services un ler the Software Licens an 1/or (t) t ur option to sell re le s or
othenyi e dispose of the Product under such terms and conditions as may be acceptable
to us in our dtscreuon You agree to pay all of our costs of enforcing our tights against
you including reasonable attorneys fees and all costs rel ted to the sale or disposition
uf th 1 ro Wet 1n lu itnb without hmit 1n 11 ntal 1 m S s eapen k 1 m the repo s
sion repair prep ration and advertisement for sale or lease or other disposition of th
Pt oduct If w e take possession of the Pi oduct (or any Softwai a if applicable) we agi ee
to sell or otherwise dispose of it with or without nonce at a public or private dispose
non and to pply the net proceeds (after we have deducted all costs including reason
able attorneys fees) to the amounts that you owe us You agree that if nonce of s le is
iequued by law to be given 5 days notice shall constitute reasonable notice You will
remain responsible for any deficiency that is due after we have applied any such net pro
ceeds
13 Assignment YOU HAVE NO RIGHT TO SELL TRANSFER, ENCLMBER,
SUBLET OR ASS GN THE PRODUCT OR THIS MASTER AGREEMENT OR
ANl SCTTrT)ULr Wi 1 TTOL 1 OUR T RTOR WRT 11 T'N CONSFN 1 (which con
sent shall not be unreasonably withheld) You gree that we may sell or assign any of our
interests without nonce to you In that event the assignee will have such rights as we
assign to them but none of our obligations (we will keep any such obligations) and the
rights of the assignee will not he subject to any claims defenses or set offs that you may
have against us If you have entere 1 into a maintenance service or supply agreement with
us such agreement will temam in full force and effect with us cod will not be affected
by any such assignment. You agree to acknowledge any such assignment in wasting if
so requested and to keep a complete and accurate record of all such assignments in a
manner that complies with Se non 14)(a) uf the Tnte.mal Revenue (,ode an 1 the rcgula
nons promulgated thereunder
14 Renewal Return of Product Aftcr the minimum term of any Schedule to this Master
Agreement such Schedule will renew on a month to month basis unless either parry
notifies the other in wrtnng at least 30 days pnot to the expiration of the minimum term
of such Schedule At the end of or upon termination of each Schedule you will imme
diately return the Product subject to such expired Schedule to us (or our designee) co
the location designated by us in as good eon limn as when you receive f it except for
ordinary wear and tear We will bear the shipping charges so long as replacement equip
ment is selected from IKON Other -wise you will bear all expenses of demstalhng crat
ing nd shipping the Product You will insure the Product for its full replacement value
during shipping You must pay addtuonal monthly payments at the same rate as then
in effect under a Schedule until the Product is retuned by you and is received m good
condition and working order by our designee or us
15 Miscellaneous You agree that the terms an i conditions tauitamed in this Master Agree-
ment and in each Schedule make up the ensue agreement between us regarding the
rental of the Product and supersede all pnor written or oral communrcanons under
standings or agreements between the parties relating to the subject matter contained
heron incluchnb without hmitanon purchas or fors Any purchase order ur oth r
ordering documents will not modify or affect this Master Agreement or any Schedule
not have any other legal effect and shall serve only the purpose of identifying the equip
ment ordered You authorize us to supply any missing configure to order number
( C'TO ) other equipment idcnnfication numbers (including without limit serval num
bets) agreement/schedule identification numbers and/or dates in this Master Agree
ment or any Schedule You acknowledge that you have not been induced to enter into
this Master Agreement by any representation or warranty not expressly set forth in this
Master Agreement Neither this Master Agreement nor any Schedule is binding on us
until we sign it. Any change m any of the terms an 1 eon limns of this Master Agreem nt
or any Schedule must be in writing and signed by us If we delay or fail to enforce any
of its nghts under this Master Agreement with respect to any or all Schedules we will
still be able to enforce those rights at a 1 ter nmc All notices shall be given in wasting
and sent either (a) 1 y certified mail or recognised overnight delivery service postage
prep td addressed to the party receiving the nonce at the address shown on the front
of this Agreement, or (b) by facsimile nansmission with oral confirmation to the fac
simile number shown below such party's signature on this Agreement Either party may
change its address or facsimile number t/ giving written nonce of such change to the
other party Notices shall be effec.nve an the date sent. Each of our respective rights and
indemnities will survive the terininanon of this Master Agreement and each Schedule
If more than one customer has signed this Master Agreement or any Schedule each
customer agrees that its liability is joint and several It is the express intent of the parties
not to violate ny applicable usury laws or to exe d the m x<mum amount of tun pre
differential or interest, as applicable pernutted to be charged or collected by applicable
law and any such excess payment will be applied to Payments in the older of maturity
and any remaining excess will be refunded to you
16 Governing Law,jurisdicuon. Waiver of Trial By Jury and Certain Ras is and Rem
edies Under The Uniform Commercial Code YOU AGREE THAT THIS M ASTER
AGREEMENT AND ANY SCHEDULES WILL BE GOVERNED UNDER THE
APPT ICABT E T AW FOR THE COMMONWEAT TH OF PENNSYT VANIA. YOU
ALSO CONSENT TO THE VENUE AND NON EXCLUSIVE JURISDICTION
OF ANY COURT LOCATED IN EACH OF THE COMMONWEALTH OF
PENNSYLVANIA AND THE STATE WHERE YOUR PRINCIPAL PLACE OF
BUSTNFSS TS LOCA I T'1) 1 O RVSOLVT 1NY CONFLIC 'i UNT)FR I TITS
MASTER AGREEMENT THE PAR1 LhS TO THIS MASTER AGREEMENT
EACH WAIVE THE RIGHT TO A TRIAL BY JL RY IN THE EVENT OF A LAW
SUIT TO THE EXTENT PERMI 111 ED BY APPLICABLE LAW YOU WAIVE
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A CUS
I OMFR OR 1 FSSI T Rl A1; I ICI I' A OF 1 11T' UCC I TTAi YOU MAY
HAVE AGAINST US (BUT NOT AGAINST THE '4LANUFACTURER, ANY
VENDOR OF THE PRODUCT)
17 Counterp rts. Ficsimilcs Eich Schedule may he executed in counterpirts The
counterpart which has our original sngnatut a and/on is m our . ossession sh 11 consn
tote chattel paper is that term is defined in the 1 nitoi m C ommercta o e ( CC )
and sh 11 constitute the origin I greement fo . i1 uses mclttdm r witho c lima
Lawn (i) any h ant trial or price ►irib ivi t sp: u ` r i 1 (u)
any determination as to which version of suc tail co es stn;' e true
ongtnal item of chattel paper under the Uni .r c od f y u sign
nd n ansmit Schedule to us by f cstmile the acstmtle copy upon execuao by us
shall 1 c 1 indmg upon the parties You agree t • • anu
ally signed by us when attached to the facsimile copy signed by you shall constitute
the original agreement for all purposes including without limitation those outlined
above in this Section You agree to deliver to us upon our request the counterpart of
such Schedule containing)our original manual signature
18 Essentiality During the term of this Master Agreement and any Schedules the
Product(s) will be used solely for the purpose of performing one or more gov
emmental or proprietary functions consist tit with the permissible scup of your
authority You represent and warrant that the use of the Product(s) is essential to
performing such governmental or propi ictary functions
19 Non Appropnanon/Non Substitution (a) If all of the following shall occur (s) your
governing body fads to appropriate sufficient monies in any fiscal year for rentals
or other payments due under any Schedule to this Master Agreement for any equip
ment which will perform services and functions which in whole or m part are essen
nally the same services and func.nons performed by the I roduc.t(s) covere 1 by any
such Schedule (n) other funds are not available for such payments and (ni) the non
appropnanon of funds did not result from any act or failn e to act on your part then
Non Appropnanon shall be deemed to have occurred (b) If a Non Appropria
non occurs then (t) ynu must give us immediate nonce of such Non Appropriation
and provide written nonce of such failure by your governing body at least 60 days
prior to the end of the then cunent fiscal year or if Non Appnopnation has not
occurred by such date immediately upon Non Appropriation (ii) no later than the
last day of the fiscal year for which al propnanons were made for the rental due
un ler any St.he lule to tins Master Agreement (the Return Date) you shall return
to us all but not less than all of the Product(s) covered by such Schedule to this
Master Agreement, at your sole expense in accordance with the terms hereof and
(in) any Schedule to this Master Agreement shall terminate on the Return Date
without penalty ur cxp use, to you and you shall nut be obligat d to paw the rentals
beyond such fiscal year provided that (A.) you shall p y any and all rentals and other
payments due up through the end of the last day of the fiscal year for which appro
pnanons were made and (B) you shall pay month to month rent at the rate set
forth in any such Schedule for each month or part thereof that ynu fail to return
the Product(s) as required herein (c) Upon any such Non Appropriation upon our
request you will provide upon our request; an opinion of independent counsel
(who shall be reasonably acceptable to us) in form reasonably acceptable to us con
firming the Non Appropnanon and providing reasonably sufficient proof of such
Non Appropnanon.
20 Funding Intent You represent and warrant to us that you presendy intend to con
nnuc this Master Agreement and any Schedules hereto for the entire term of such
Schedules and to pay all rentals relating to such Schedules and to do all things law
fully within your power to obtain and maintan funds fiom which the rentals and all
other payments owing under such Schedules may be made The parses acknowledge
that all 01 nation for rentals is a governmental funcnon to which ynu cannot con
menially tomrnnt yourself in a ivance an 1 this Master Agreement shall not constitute
such a comnutment. To the extent permitted by law the person or entity in charge of
preparing your budget will include in the budget 1 equest for each fiscal year during
the term of e ch Schedule respectively to this Master Agreement an amount equal
to th rentals (to b use 1 fur such rentals) to becom due m such focal y ar an i will
use 11 reasonable and lawful means available to secure the appropnanon of money
for such fiscal year sufficient to pay all rentals coming due during such fiscal year
21 Authority and Authonzation (a) You represent and warrant to us that. (n) you are
a State or political subdivision of a State as those terms are defined in Section 103
of the Internal Revenue Code (ii) you have the power and authority to enter into
this M ster Agreement and all Schedules to this Master Agreement (tit) this Master
Agr ment an i all hdiedul s to dus Mast r Agr ement h ve been July authunzed
executed and delivered by you and constitute valid legal and binding agreement(s)
enfoi ceable against you in accordance with their terms and (iv) no further approval
consent or withholding of objecnons is required from any governmental uthorrty
with respect to tits Master Agreement or any Schedules to this Master Agreement
(b) If and to the extent required by us you agree to provide us with an opinion of
independent counsel (who shall be reasonably acceptable to us) substantially in the
form attached hereto as Exhibit A confirming the foregoing and other related mat
ters (c) You agree to take all required ctions and to file all necessary forms tnclud
mg IRS Forms 8038 G ur 8038 GC as applicable to preserve the tax exempt status
of dos Master Agreement and all Schedules thereto (d) You agree to provide us with
any other documents that we may reasonably request in connection with the fen ego
ring and this M ster Agreement
IN WITNESS WHER • F the parties have executed this Master Agreement as of the dates set forth below
CUST
uthonzed er Signature
Nan
Dat
Facsimile Number
IKON OFFICE SOLUTIONS INC
By
Authunzc.1 Sri er Signatur
Name & Tide
Date
Facsimile Numhei
S&LG Master Agreement 4 04
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