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on behalf of the Purchasing Entity, written consent of the owner for the licensed Pre-existing Intellectual <br />Property. <br />6.5. Public Information <br />This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing <br />Entity's public information laws. <br />6.6. Assignment/Subcontracts <br />6.6.1. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities <br />under this Master Agreement, in whole or in part, without the prior written approval of the Lead <br />State. <br />6.6.2. The Lead State reserves the right to assign any rights or duties, including written assignment of <br />Contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing <br />business as NASPO ValuePoint. <br />6.7. Changes in Contractor Representation <br />The Contractor must notify the Lead State of changes in the Contractor's Key Personnel, in writing within <br />ten (10) calendar days of the change. The Lead State reserves the right to approve changes in key <br />personnel, as identified in the Contractor's proposal. The Contractor agrees to propose replacement key <br />personnel having substantially equal or better education, training, and experience as was possessed by the <br />key person proposed in the Contractor's proposal. <br />6.8. Independent Contractor <br />6.8.1. Contractor shall perform duties as an Independent Contractor, and not as an employee. Neither the <br />Contractor nor any employee or Authorized Dealer of the Contractor, shall be or deemed to be an <br />employee of the Lead State, NASPO ValuePoint, and/or any Participating State or Entity. <br />6.8.2. Contractor acknowledges that its employees are not entitled to unemployment insurance benefits <br />unless the Contractor or a Third Party provides such coverage, and that the Lead State, NASPO <br />ValuePoint and any Participating State or Entity does not pay for or otherwise provide such <br />coverage. <br />6.8.3. Contractor shall have no authority to bind the Lead State, NASPO ValuePoint and any <br />Participating State or Entity to any agreements, liability, or understanding except as may be <br />expressly set forth in this Master Agreement, Participating Addendum or an Order. <br />6.9. Force Majeure <br />Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, <br />acts of God and/or war which is beyond that parry's reasonable control. The Lead State may terminate this <br />Master Agreement after determining such delay or default will reasonably prevent successful performance <br />of this Master Agreement. <br />6.10. Defaults and Remedies <br />6.10.1. The occurrence of any of the following events shall be an event of default under this Master <br />Agreement: <br />a) Nonperformance of contractual requirements; or <br />b) A material breach of any term or condition of this Master Agreement; or <br />c) Any certification, representation or warranty by Contractor in this Master Agreement that <br />proves to be untrue or materially misleading; or <br />Page 50 <br />Copiers and Managed Pdnt services - RFP.NP-19-001, "JA PO Vglue=pint tv�star Agreement Teems and conditions, CMS p 140603 <br />