25B - AGMT FOR PRINTING AND COPIERS

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leases or rentals, without notice to Purchasing Entity even if less than all the payments have been assigned. In that event, the assignee (the "Assignee") will have such rights as Contractor assigns to them, but none of Contractor's obligations (Contractor will keep those obligations) and the rights of the Assignee will not be subject to any claims, defenses or set offs that Purchasing Entity may have against Contractor. III) No assignment to an Assignee will release Contractor from any obligations Contractor may have to Purchasing Entity. h) Early Termination Charges i) Except in the case of Non -appropriation of funds, FMV, $1 Buyout, Straight and Short - Term Leases shall be subject to an early termination charge, and shall involve the return of the Equipment (in good working condition; ordinary wear and tear excepted) by the Purchasing Entity to the Contractor. With respect to the Equipment, the termination charge shall not exceed the balance of remaining Equipment Payments (including any current and past due amounts), and with respect to Service or maintenance obligations, the termination charge shall not exceed four (4) months of the Service and Supply base charge or twenty- five percent (25%) of the remaining Maintenance Agreement term, whichever is less. ii) Cancellable Rentals shall not exceed a termination charge of three (3) months of Total Monthly Payments, or as otherwise agreed to by the Participating State or Entity. i) Default. Each of the following is a "default" under these lease and rental terms: i) Purchasing Entity fails to pay any payment or any other amount within forty-five (45) days (or as otherwise agreed to in a Participating Addendum) of its due date; ii) Any representation or warranty made by Purchasing Entity in these lease or rental terms is false or incorrect and Purchasing Entity does not perform any of its obligations under these lease or rental terms, and this failure continues for forty-five (45) days (or as otherwise agreed to in a Participating Addendum) after Contractor has notified Purchasing Entity; ill) Purchasing Entity or any guarantor makes an assignment for the benefit of creditors; iv) Any guarantor dies, stops doing business as a going concern, or transfers all or substantially all of such guarantor's assets; or v) Purchasing Entity stops doing business as a going concern or transfers all or substantially all of Purchasing Entity's assets. j) Remedies. If a Purchasing Entity defaults on a rental or lease agreement, then Contractor, in addition to, or in lieu of, the remedies set forth in this Master Agreement, and Participating Addendum, may do one or more of the following: i) Cancel or terminate any or all Orders, and/or any or all other agreements that Contractor has entered into with Purchasing Entity; ii) Require Purchasing Entity to immediately pay to Contractor, as compensation for loss of Contractor's bargain and not as a penalty, a sum equal to: 1) All past due payments and all other amounts payable under the lease or rental agreement; 2) All unpaid payments for the remainder of the lease or rental term, discounted at a rate equal to three percent (3%) per year to the date of default; and 3) Require Purchasing Entity to deliver the Product to Contractor per mutual arrangements. Page 37 Copiers and Managed Print services - RFP-NP-1M01, NASPO Vali+ePog faster Agreement Tens and conditions, CMS # 140603