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HomeMy WebLinkAboutSharp Business Systems (2)UTY STATE ZIP E-MAIL T moca .. Imaito5hills.Q2.0v EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE) CUSTOMER (as referenced above) TITLE DATED ----- 94-6027523 Pak Lin AdmintstrAervlces Director FEDERALT-91. .77 P NT NAMF I You unconditionally and absolutely, jointly and severally, guarantee that. Customer YAII fully and prompffy pay and performailobligations under the Agreement and any addendums and supplements thereto. This is a continuing Guaranty and shall not be revoked by your death, bankruptcy, incompetency or insolvency. You may not terminate or revoke this Guaranty without written notice to us, and this Guaranty sh*afl continue in full force and affect with regard to all of Customer's obligations arising prior to the date of such notice. We may make changes, including compromise or settlement, with the Customer, and you waive any abaterrient, setoff, defense or counterclaim for any reason and all notice of Any changes or default. It is not necessary for us to proceed first against the Customer before enforcing this Guaranty. You certify that the financial information you have given us Is true, complete and accurate in all material respects. You authorize us to obtain credit bureau reports"for credit and collection purposes and to share them with our affiliates and agents. Without our prior written consent, you will not transfer your obligations under this Guaranty or all or substantially all your assets to anyone. This Guaranty will be binding on your estate, I heirs, successors and assigns. We may assign this Guaranty without notice. The undersigned, as to this guaranty, agree(s) to the designated forum and consent(s) to personal jurisdiction, venue, and choice of law as stated in the: Agreement, agree(s) to pay all costs and expenses, including attorney fess, Incurred by Lessor or Lessor's assignee related to this guaranty and the Agreement YOU AND WE IRREVOCABLY WAIVE ALL BIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED HERETO. (351JAHANTUR SIGNATURE (AS AN INDIVIDUAL), --- HOME PHONE DATED A The Customer hereby certifies that all the Equipment: 1) has been received, installed, and inspected, and 2) is fully operational and unconditionallyaFZaFMd. CUSTOMER (as referenced above) S - IGNATURE SBS VL Agreement Page I of 2 TITLE DATE OF DELIVERY 02119/2015rev I. AGREEMENT: For business purposes only, you agree to lease from us the goods, together with all replacements, parts, repairs, additions, and accessions incorporated therein or attached thereto and any and all proceeds of the foregoing, including, without limitation, insurance recoveries (the "Equipment«) and/or to finance certain licensed softwam and services (`Financed Items', which are -included in the word "Equipment" unless separately stated), all as described on page 1 of this Agreement, excluding equipment marked as not financed under this Agreement, as ft may be supplemented from time to time, You agree to all of the terms and conditions contained In this Agreement and an supplement, which (with the acceptance certification) is the entire agreement regardktg the Equipment ("Agreements) and which supersedes any purchase order or invoice, You authorize us to correct or insert missing Equipment y pp n and to make corrections to your proper legal name and address. This Agreement becomes valid upon execution by us. This Agreement is binding upon our acceptance hereofand will begin on the date the Equipment is a n d to you any later data we designate. If we designate a later commencement date, you agree to pay us an additional amount uaI to the eriod c eslivered to you or delivered to you and the commencement date in an amount- equal fO 1130f}m of the P � P payments due under this Agreement prorated for the period behrreen the date the Equipment is ! Payment. This Agreement will automatically renew for 12 -month term(s) unless you purchase or return the Equipment (according to the conditions herein) and send us written notice between 50 and 150 days (before the end of any term) that you do not want it renewed. if any provision of this Agreement is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full farce and effect in that jurisdiction and all others. You shat( deliver all information requested by us which we deem reasonably necessary to determine your current financial condition and faithful performance of the germs hereat 2 RENT, TAXES AND FEES: You will pay the monthly Payment (as adjusted) when due, plus any applicable sales, use and property taxes. The base Payment w1l be adjusted proportionately upward or downward: (1) by up to 10% to accommodate changes in the actual Equipment cost; (2) V the shipping charges or taxes differ from the estimate given to you, and (3) to comply ;�fth the tax Caws of the state in which the Equipment is (orated. if we pay or other expenses that you awe hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense or charge we pay on your behalf. We may charge you for an film fees re any taxes, insurance Commercial Code (UCC) or other Was, which fees Y g required by the Uniform yarystate-to state. By the date the first Payment is due; you agree: to pay us an origination. fee up to an amount of $125.00 as shown on our invoice or addendum, to cover us for all closing costs. We will have the right to apply all sums, received from you, to any amounts due and owed to us under the teens of this Agreement or any outer agreement. If for any reason your check is returned for non - bad check charge of $30 or, if less, the rmiaxunum charge allowed b law. V4'e m make a roti( on an foes, - payment you will pay us a y aY P y estimated tax payments and other charges paid under this Agreement. You cannot pay oifthis Agreement or return the Equipment prior to the end date without our consent. If we consent; we may charge you, in addition to other amounts owed, an early termination fee up to 15% of the price of the Equipment. 3. MAINTENANCE AND LOCATION OF ;EQUIPMENT; SECURITY INTEREST; SOFTWAREIDATA: At your expense, you agree to keepthe Equipment 1 m ood repair, condition and working order, in compliance with applicable ()� 9. PPP manufacturers' and regulatory standards; (2) free and clear of all liens and claims; and (3) artly at the installation address, and you agree not to move it unless we agree in writin . AS bn as you have even us the written notice as required in paragraph l prior to the explrat(an or termination of this Agreemenea term, if you do eat purchase time Equf prnenti you will return all but not less than all of theEquipment and all related manuals and use and maintenance q location we specify, at your expense, in retail re -saleable condition, full working order and cr mpfete repair. If this Agreement is deemed to be a secured transaction, you grant us a security interest in the E ui men records to a owe us under' any agreement with us, and you authorize us to file a financing statement (UCC •1) You ��till eat change yourstate of organization, headquarters or residence without rovidin q P t to secure all amounts you file a new UGC -1. You will notify us w1thin 30 days if your state Of Organization revokes or terminates your existence, Except as provided in this paragraph, references to `Equipment' include anyrsoftware referenced above or'' iotice to us so that we nstalled I amend or Equipment We own the Equipment but we do riot.own the software and cannot transfer any interest ink to you. We are not responsible for the sofhvare or the obligations ofyou or the licensor under any license agreement. You are so* responsible for removing any data that may reside in the Equipment you retum, including but not limited to hard drives, disk drives or any other torr of memory: felt' 4. COLLATERAL PROTECTiON,- INSURANCE, INDEMNITY; LOSS OR DAftAGE: You agree to keep the Equipment fully insured against risk and loss, with us as lendees loss payee, in an amount not less than the original cost unfit this Agreement is terminated. You also agree to obtain a general public liability insurance policy with such coverage and from such insurance carrier as shall be satisfactory to us and to include us as an additional Insured on the poliic . Your r insurance pol(Gy(s) tisvfll provide for 1 t} days advance written notice to us of any modification or cancellation. Yore agree to provide uscerMicates or other evidence of insurance acceptable to us, If you tali to comply with this requirement within 30 days after the start of this Agreement, we may (A) secure property loss insurance on the Equipment hm a carrier of our choosing in such farms and amounts as we deem reasonable to Protect our interests. If we (ace insurance Equipment, we will. not name you as an insured and your interests may not be fully_ protected. If we*secure umsuran� on the Equipment, you will pay us an amount far the premium which may be higher than the premium thaton the you plac dd fife insurance independently and an insurance fee which may result in a profit tD us through an investment lo reinsurance; or(B) cha a ou a monthly roe damage surcharge of u to .0035 of the Equipment cast as a resutt if () � y Y p P dY g 9 P o our credit risk and administrative and outer costs, as rimula be further described on a leder from us to you. We may make a profit on this program. NOTHING IN THIS PARAGRAPH WiLL RELIEVE YOU OF RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. We are not responsible for, and you agree to hold us harmless and reimburse us for and, if we request, to defend on our behaff against, any claim for an toss, ex ase liability caused by or in any way related to dellvery, installation, possession, ownership, use, condition, Y Pe rt}r or injury inspection, removal, return or storage of � Equipment. You are responsible for the risk of loss or for any destruction of or damage to time EquiprnenL You agree to promptly notify us in writing of any loss or damage. If the Equipment is destroyed and we have not otherwise agreed in wilting, you Will pay to us the unpaid balance of this Agreement, including any future rent to the end of the to � lus the anticipated purchase price of the Equipment (both discounted at 2°0). Any proceeds of insurance will be paid fo us and credited, at our option, against any foss or damage, You authorize us to sign an your ' and appoint us as your a6meyin-fact to endorse in your name any insurance drafts or checks issued due to loss or damage lo the Equipment All indernnities will survive the expiation or termination of this Agreement y r behalf g 5.. ASSIGNMENT: YOU HAVE NO RiGHT TO SELL, TRANSFER ASSIGNOR SUBLEASE THE EQUIPMENT OR THIS AAREEh1ENT without our 'or tvriften carmsent, YOU must notify us within 30 days if you reorganize or mere with any other entity or transfer all or a -substantial part of your ownership interests or assets. We may sell, assign, or transfer this Agreement without notice. You agree the if we sell, assign or transfer this Agreement e our assignee g the same rights and benefits that we have novr and will not have fo perform any of our obligations, You agree that the new Lessor will not be subject to any claims, defenses, or offsets that you may have against us. You shall cooperate with ., us in executing any documentation reasonably required by us or our assa nee to effectuate any such assignment This Agreement shall be binding on and inure to the benefit of the parties herieto and their respective successors and assigns. 6. DEFAULT AND REMEDIES: You will be in default if.. (a) you do not pay any Payment or other sum due to us or any other person when due or ifyou fail to perform in accordance with the covenants, femurs and conditions of this Agreement or any other agrpement with us,. (b) you make: or have made arty false statement ar misre sentation to us c Pro , () you or any guarantor dies, dissolves or terminates existence, (d) there has been a material adverse change in your or any guarantor's financial, business or operating condition, or (e) any guarant& defaults cinder any guaranty for this Agreement. If any amount payable to us isnot paid when due, you will pay a late charge equal to: 1) the greater often (10) cents for each dollar overdue or hyenty sik 026.00) .dollars; or 2) the highest lawful charge, if less. If you are ever in default; at our option, Including any future Payments to the end of the Perm las the anticipated purchase a p �e can terminate this Agreerrient and require that you pay the unpaid balance of this Agreement, P P P price of the Equipment (both discounted at 2%), We may recover default interest on any unpaid amount at the rate of 12% per year. Concurrent and cumulatively, we may also use any or all of the remedies available to us underArticies 2A and 9 of the UCC and an other law, includin requiring that u: 1 return the Equipment to us to a location we specify; and (2) immediately stop using any Financed items. In addition,. we will have the ri h immediately and without notice or other action, y 9 q r g � (y Y F g t Y to set-off against any of your liabilities to us any money, Including depository account balances, owed by us to you, whether or not due. In the event of any dispute or enforcement of rfgiiis under this Agreement or any related agreement; you vee to court cost's and any other collection costs, including an coliecfiQn � Pay our reasonable adamey's fees (including any incurred before or at trial, on. appeal or in any other proceeding), actual 9 y agency fee. If have to tape Possession of the Equipment, you agree to pay the costs of repossession, moving, storage, repair and sale. The net proceeds of (fie sale of any Equipment will be credited against what you owe us under this Agreement YOU AGREE THAT WE IMLL NOT BE RESPONSIBLE TO PAY YOU ANY CONS QU sion, moving, ECT e, INCIDENTAL pairansafe. . DAMAGES ore ANY Lhasal ACT OR OMISSION BY ANYONE, Any delay or Failure to enforce our rights under this Agreement will riot prevent us from enforcing any rights at a latter time. You DEFAULT,FOR agree that Agreement is a'Flnance Lease" as defined byArtdde 2A of the UCC and your tights and remedies are governed exclusively by this Agreement. You waive all rights under sections 2A-508 through 522 of the UCC: If interest is charged or collected in excess of them timurn (awful rate, we will not be subject to any penallies. 7. FAKED OR SCANNED DOCUMENTS, MISC.: You agree to submit the original duly -signed documents to us via overnight courier the same day of the facsimile or scanned transmission of the documents.. Time original of this Agreement shalt be that copy which beam your facsimile or odgiial signature, and which bears our original signature. By providing any telephone number, now oe in the future, for a cellphone or other wireless device, you are expresslyconsentingto receiving communications, regardless of their purpose, at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic dialing system from us nd our affifiates and agents, These calls and messages may incur access fees from your provider. . 3. WARRANTY DISCLAIMERS: YOU AGREE THAT YOU. HAVE SELECTED ANYIALL THIRD PARTY SUPPLIERS AND EACH ITEM OF EQUiPMENT BASED UPON YOUR OWN JUDGMENT ANE} YOU DISC LAIM ANY UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US, YOU WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ANY CLAiM OR COMPLAINT AGAINSTMY SUPPE RELIANCE LICENSOR OR MANUFACTURER, AND ANY FAILURE OF A SERVICE PRO1 IDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR. OBLIGATIONS TO US UNDER THIS AGREEMENT. YOU ARE NOT ENTITLED 0 REDUCE OR SET-OFF AGAINST AMOUNTS DUE CINDER THIS AGREEMENT FOR ANY REASON. T R DUCE W£ MAKE NO WARRANTIES, EXPRESS Ori; IMPLIED, OF, AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, FUNCTION, DEFECTS, OR ANY OTHER ISSUE iN REGARD TO THE EQUIPMENT, ANY ASSOCIATED SOFTWARE AND ANY FINANCED ITEMS, WE ASSIGN TO YOU ANY WARRANTIES GiVEN TO US. 9, LAW, JURY WAIVER: Agreements, promises and commitments made 6 Lessor concnrnin loans and other credit extensions must be In writing, express consideration and be si ned b Lessor to be enforceable. This r Agreement maybe modified only by written agreement and not by course of performance. YOU AGREE THAT THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE IN WHICH OUR (OR, iF WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE'S) PRINCIPAL PLACE. OF BUSINESS IS LOCATED AND ANY DISPUTE CONCERNING THIS AGREEMENTWILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE. YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENAE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE. For an action arising out o relating to this Agreement or the Equipment, YOU AND WE WAIVE ALL RIGHTS TO A TRIAL, BY JURY. y g of r , 10, MAINTEN4NCE AND SUPPLIES: The charges established by this Agreement include payment for the use of the Equipment, accessories, and, unless otherwise indicated on the face, maintenance during normal business hours, inspection, adjustment parts replacement, drums, cleaning material required for proper Operation and black toner and developer. Paper std staples must be separately purchased by you, If necessary, the service and supply Agreement may be assigned by us. We may charge you a supply freight fee to cover our costs of shipping supplies to you. The. service and maintenance of the Equipment m be governed b a on portion er this agreement:may g y separate terms and conditions ser+rce 11. OVERAGES AND COST ADJUSTMENTS: You agree to comply with our billing procedures including, but not limited to, providing us with periodic meter readings on the Equipment At the end of the first year of this Agreement and once each successive bNelve-month period, the Payment and the Overage charges may be increased by a maximum of 15% of the then existing charge, Images made on equipment marked as not financed under this Agreement will be included in determining your image and overage charges. We will also review your scan meter, If your scan meter exceeds your output Simage) meter, you may be charged additfonalty for excessive scan meter usage. A ;scan' is defined as the electronic rasterization of a hard copy document with no associated hard cagy output on -the scanning device, Meter Readings may be obtained remotely undercertain circumstances and you consent to our ability to obtain remote meter readings. 12. UPGRADE AND DOWNGRADE PROVISION: AFTER COMMENCEMENT OF THE AGREEMENT AND UPON YOUR WRIT TEN REQUEST, AT OUR SOLE DISCRETION, WE MAY REVIEW YOUR IMAGE VOLUME AND PROPOSE OPTIONS FOR. UPGRADING OR DOWNGRADING THE EQUIPMENT TO ACCOMMODATE YOUR BUSINESS NEEDS, 13. TRANSITION BiLLING: In order to facilitate an Orderly transition, including installation and training, and to provide a uniform billing Cycle, the start date of this Agreement the 'Effective Date') will be a date after the certification of acceptance of the Equipment as shown an the first invoice. The payment for this transition period will be based on the base minimum usage payment, pro ten -0 -fl a- - calendarm ath, and will be added €oour first y monthly paymentt. SSS VL agreement P e f 202/19/2015rev ,I, Nr C.0 q- LO N c.. U COO # a C) cfj 00 QCL LO a. vi En tv UJt�tn Cll a � a cr @ Q ° 0 E CD C � 0 p CL � a�- a; a— ° ca �ju w Q c `m�'%x:i' c Ec © 0 4 ca a a 0 M ME �* x Ln cm�� ���crfn o v CL ` M�„ c c oW o m as sn vi �E.��4j �° « 41 RL � PJ c dCS dS 35 iG to a cLp. N tai t4 TA t om��.�..�c� C ._. a. Q ra mom a CL �.' .� lu ` a.e U d+ ++ a 3. ar @ M`a O � H .� ,.... � L9 CL 4 a F.1#., 1 _ � a cr @ IM Q ° 0 E CD C � 0 4 C p CL � a�- a; a— ° ca �ju w Q c `m�'%x:i' c Ec +rw� low cri 0 M ME �* x Ln cm�� ���crfn o v CL ` M�„ c c oW o m as sn vi �E.��4j �° °� cc.Ccrn M TA t om��.�..�c� C ._. a. Q ra mom a CL �.' .� lu ` Q now a x CL H .� ,.... 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LU Q ti a) X C CLCL ty*° Qu me v �,. w av W U c y Q C ru °c D Co 31' C A Q w � wj CQ rL � � U W E tu tq a cn � a b U > �p 'Q C W E �W CD UI 4 to � c c as c m tttR Q +rw� low lotl a x x a wx CC � ���nnA � in IIA..h Q W vim► mom aae�a y rq 4 0 $'a- in E 0 a 44 t; VOW '�" T � � ko o tn k Ulu C6 r•. LU Q ti a) X C CLCL ty*° Qu me v �,. w av W U c y Q C ru °c D Co 31' C A Q w � wj CQ rL � � U W E tu tq a cn � a b U > �p 'Q C W E �W CD UI 4 to � c c as c m tttR Q MAWTENANCE AGREEMENT TERMS AND CONDITIONS I- GENERAL SCOPE OF COVERAGE This Agreement covers both the labor and the material for adjustments, repair and replacements of parts (Waintertance") as required by non -nal use ofthe equipment identified on the front page of this Agreement ('`Equipmeat'). Maintenance does not cover charges for installation, relocating or de -installation of the Equipment Service necessary to repair damage to the Equipment caused by misuse, abuse;,. neglig=co, attachment of unauthorized components, accessories or parts, use of substandard facsimile (thermal) paper or substandard supplies, other causts beyond the control of SBS or such causes which would void the Equipments` warranty are not covered by this Agreement.. Any such repairs identified in the proweading sentence shall be separately billed to customer and may lead to the termination of this Agreement In addition, SBS may terrainate this Agn-event if the equipment is modified, damag4 altered or serviced V personnel other than the SBS Authorized Personnel, or ifparts, accessories or components not meeting machi no specifications are titled to the Equipment NWritenance shall not cover charges for repairs needed as a result of Customer or third party modifications to software or hardware. 2. MAINTENANCE VISITS Maintenance -visits ivill be made during standard weekday business hours at the address shown on the first Me of this Agreement lyfaintenance visits requested for holidays, weekends or after standard business ham may result in additional charges for travel and Libor pursuant to SBS's standard overtime rates in effect at the time of the Maintenance visit- SBS will not connect, disconnect, repair or othm-wise service non -Sharp approved attachments, components or accessories. Customer is responsible for disconnecting and recannecting -non-Sharp approved attachments, components or accessories. Maintenance performed during a Nfidntenanee visit includes lubrication and cleaning of the Equipment and the adjustment, repair or replacement of parts described below. . 3. REPAIR AND REPLACEMENT OF PARTS Except Photoconductors (i.e. copy drums), all parts necessary to the operation of the Equipment requiring replacement due to normal wear and tear; subject, to the general scope of coverages will be furnished. free of charge during a service call. Coverage for Photoconductors may also be obtained for an additional fee if selected on the first page of fliisAgreement 4. MAJOR REPAIRS AND UPGRADES Major repairs resulting from.. misuse of the product, overall failureof the Equipment resulting from the normal end of life cycle of the Equipment and other repairs requiring maretl= customary repair. and Part replacements ('Overhaul*) shall not be considered covered Maintenance. Should, in the opinion of SBS, an Overhaul. be necessary for the Equipment to be in working condition, SBS, will submit to the Customer an estimate of needed repairs and their additional cost If the Customer does not authorize such Overhaul, SBS may, at its option, discontinue Maintenance of the Equipment under this Agreement. Thereafter, SBS may make service available on a 'Per Cali' basis based upon SBS's standard rates in. affect at the time of sen rice. S. USE OF SBS SUPPLIES Customer is not obligated to use SBS approved supplies under this Agreement: It however, the Customer uses other than SBS approved supplies (other than paper) and such supplies result in SBS's masonabloi udgment, additional Maintenance, then SBS may, at its option, assess asurcharge orterminate this Agreement 'If SBS terminates this A- greement; SBS may make service available on a *Per Call' basis based upon SBSs standard rates in effect at the time of services 6. SUPPLIES Supplies scfected, ifany, on the front of this Agreement (supplies"), shall be included under this Agreement SBS will provide such selected Supplies to tho Customer based upon normal yields, Supplies provided are for -use with the Equipment covered by this Agreement only and are not for resale or for use with. other equipment If the Custornees usage ofthe Supplies exceeds the normalyii elds forthe Equipment being serviced,. SBS will invoice and the Customer agrees to pay, for the excess supplies at SBSs current retail prices then in effect_ SBSreserves the right to charge for supplies and freight. Normal yield is defined as the published industry standard yield for the product model covered under this Agreement 7. ELECTRICAL REQUIREMENTS In order to insure optimum performance of the Equipment, Customer must comply with al I Sharp required eleeffical specifleations, including but not limited to use of designated circuit and outlets and required voltage requirements. These power standards are required by DL and/or local safety regulations. lations. 8 - CHANGES The initial charge for Maintenance under this Agreement is non refundable and shall be the amount set forth on the First page of f this Agreement. The annual maintenance charge with respect to any renewal term will be the charge in effect at the time of terns renewal, ' Customer shall becharged according to the payment cycle indicated on the front page ofthis Agreement. Customer shall pay all charges within ten (10) days of the date of the SBS invoice. Past due amounts shall accrue interest at a rate of 1.510 per month. If any Equipment -which is subject to this Agreement, or any renewal hereof; is moved to anew SBS service tenitory, SBS shall have the option, of charging the Customer an amount equal to the difference in the published maintenance charges between the current SBS service territory and Olaf of the new SBS service. territory (on a pro rata basis): If such equipment is moved beyond any SBS service territory, SBS reserves the tight to cancel this Agreemenk upon written notice to the. Customer, or SBS may charge (and Customer hereby agrees to pay) a fair and reasonable upcharge for continued service. In so doing SBS may take into account the distance to Customer's new loca6a and SBS published rates for SBTs "time and matmialsa, 'Per Call' service. SBS reserves the right to increase and/or otherwise modify its service rates and services on each anniversary date of this Agreement 9. MMR READINGS Customer is obligated to provide meter reading(s) in a timely manner upoarequeisL If the Customer Ws orrefizes to provide the meter reading in a timely manner, SBS may estimate the meter based upon previous, billing and service meter readings. The estimated meter will then be applied in the same manner as if the meter had been supplied by the Customer and the Customer agrees to pay any overage charges that may resultfrom the estimated meter reading. TO. TEMI This Agreement shall become effective upon. SBS's receipt from Customer of the initial non-refundable maintenance charge, as set forth on, the first pace of Us Agreement, or for such Customers that are to be billed in arrears, upon the date indicaW in the 'Start Date" portion of the first pap of this Agreement- The term of this Agreement shall be as specified on the face page ofthis Agreement This Agreement shall automatically renew for additional one year periods unless either party provides the other sixty (60) days written notice of termination prior to the end of the initial term, or any renewal term hereunder: In the everrt that Customer reaches or exceeds the allowance, as specified on the first page Of this A&mcrncnt, prior to the expiration of the initial term, or any rcumal term under this Agreement, Customerhereby agrees to pay SBS the SBS excess meter rate then in effect and same shall apply to all of Customer's excess meter amounts, through the end of the; term ofthis Agreement. For this Agreements (not CPC leases) either party shall have the right during any renewal term, or during any second or third term of a multi -term agreement (ifapplicable) to terminate this Agreement upon sL-.ty (60) days prior written notice to the other, 11- EVENT OF DEFAULTAND T1EHM1NA'nON'17ha Customer's failure to pay any amount due under this Agrccrn=4 or breach orany other obligatio" herein shall constitutr, an Event ofDefault 'Upon an F_Veat of Default; SBS may, in it dis6refion take any one or more of the following actions: (i) ceaseperforming all Afaintenance or any other services under this Agreement; (i) furnish .14ainterian ' ce or service upon a Prepaid, 'Per Call' basis; andlor (iii) terminate this Agreement Customer shall be oblipted to pay any amounts due and owing to SBS within (10) ten days of the expiration, or termination of this Agreement. Customer, upon payment of all. such amounts due, shall thereafter have no further liability or obligation to SIBS whatsoever for any further fees or expenses arising hereunder. In the event SBS terminates this Agreement bemuse ofthe breach of Customer, SBS shall be entitled to payment for work in progress plus reimbursement for out-of-pocket expenses. 12. INDEMNITY Customer shall indemnify, save and hold SBS, its affifiates officers, directors, shareholder., employees, agents and represent,-6and yes . its successors successoand assigns ('SBS Parties"`) harmless frorii and against any IiabilitL loss., cost, expeme or damage whatsoever caused by reason of any breach of this Agreement by Customer or by reason of . any injury, whether to body, property or business, or to any other Person by reason of any act; neglect omission or default by Customer. Customer shall defend at its sole and absolute cast: any action to which this indemnity shall aPPIY. In the event Customer fails to defend such action SBS may do so and recover from Customer in addition, all costs and expenses, -f connect . ion therewith. SBS shalt be entitled to recover from Customer attorneys' fees in mer all costs and expenses, including without limitation, attorneys' fees and disbursement- incurred by SBS in connection u with actions taken by SBS or its representatives (1) to enforce any pro -Vision ofthis Agreement; 00 to effect an . . I . y payments or collections provided for herein; OR) to institute, maintain, preserve, enforce and foreclose an SBS's security interest in or lien on the goods, whether through judicW proceedings or otherwise; or (iv) to defend or prosecute any aptions, or proceedings arising out of or relating to any SBS transactions vAt . h Customer The. foregoing Provisions ofthis pamuVh I I shall survive the termination or expiration of this Agmment to the anent: permitted by taw. 13.ElTnREAGREEMFNTThis constitutes the entire Agreement between the paides relating to the subject matter hereof Any modification to this Agreement must be in writing and signed by both parties. 14. SUCESSORS AND ASSIGNS; TERMINATION Neither party may . assign this Agreement or any of its rights or obligations hereunder, der, Wiffiout the prior written approval of the other pariy, which will not be unreasonably withheld, except that either party nix y assign its obligations and rights to a wholly owned subsidiary, parent corporation, or entity under the same ownership, operation or control. 15-SWERABILITY If. . y provision in this Agreement is held invalid or unenforceable by a body of competentjurisdicfion, such provision will be construed, limited or, if necessary, severed to the extent necessary to eliminate such invalidity or unenforceability. The Parties agree to negotiate in good faith a valid, enforceable substitute provisicia that most nearly affects ffio Parties' original intent in entering into this Agreement or to provide an equitable adjustment in the event no such provision em be added. The other provisions of this Agreement shall remain in full force and effect 16- COUNTE11PARTSAND FACSIMILE SIGNATURES This Agreement may be wcmlAed in several counterparts, each ofv&ch shall be deemed to be an original and all of which together shall constitute one Agreement binding on all parties hereto, notwithstanding""* that all the parties have, not signed the same counterpart A faxed signature ofthis Agreement bearing authorized sigma may be treated as an. original. 17 WMVSR OFJURY TRIAL AU PARTMSFIEREro J&UVOCA13LyWAM THE RIGHT TO TRIAL BY JURY I S. JURISDICTION All parties hereby consent to the exclusive jurisdiction of the Federal Court-, located in Essex County, Newl=cy and the State Courts located inBergea County, New Jersey in any proceeding arising out of or relating to this Agreement 19. LIMITATION OF LIABILITY To the Ment permitted by Lam, in no event shall SBS be liable to Customer for any special' 'incidental, consequential, or indirect, lossdamages, Iof business profits, business interruption, loss of business information arising out of the inability to use the Equipment. The Customer acknowledges that the NWriteriance provided. by SBS is for the mechanical maintenance of the Equipment only, and that this Agreement: does not eaverany software; networking or any other connectivity or functionality maintenance, services or support. 20. FORCE MAJEURE SBS sliall not be liable to Customer for aay failure or delay caused by events beyond SBS's control, including, without limitation., CusWraces failure to furnish necessary information; sabotage; failure or delays in transportation or communication; boycotts; embargoes; failures or substitutions of equipmerA; labor disputes; accidents; shortages of labor, fuel, raw materials, machinery, or equipment; technical failures; fire; storm; flood, earthiquake; explosion; acts of the public enemy; war, insurrection; riot; public disorder, epidemic; quarantine restrictions; act of God, acts of aay government or any quasi-governmenW authority, instnnentality or agency. 21. NO WARRANTY SBS DISCLAIMS ALL WARRANTIES, 0CP1-:SS ()R L&IPISED. INCLUDING ANEY RVIPLIED WARRANiMS OF 14MCEWN-TABILITY1 TI CMqCAL COWATABILTY, MNESS FOR USF, O.i FITNESS FOR A PAR"17CULAR PUR . PosE. 22- INSURANCEIf the Customer is leasing the equipment, the Customer shall obtain and maintain, at its own wqxasa, insurance relating to claims for injury andlor property damage (including commercial general liability insurance) based On its use of the equipment; goods and machinery