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ATTACHMENT A, SHARP MASTER LEASE AGREEMENT <br />SHARP. <br />Master Lease Number: <br />Customer's Federal Tax ID#: <br />Customer Name (exact registered <br />name if a corporation, LLC or LP): <br />Customer's Address (principal place of business): <br />Customer's d/b/a (if any): <br />Customers Main Business Phone Number: <br />In this Master Lease Agreement, as it may be amended from time to time (the "Master Agreement"). the words "You" and "Your" mean the Customer <br />named above. "We," "Us" and "Our" mean Sharp Leasing USA Corporation ("SLUSA"). "Schedule" means a document, in the torte attached hereto <br />as Exhibit A or such other form as We may accept in Our sole discretion, to be entered Into between You and Us for each individual transactlon entered <br />Into between You and Us pursuant to this Master Agreement. "Sharp" means Sharp Electronics Corporation (either directly or through one of its branch <br />dealers), the supplier of the Equipment to You This Master Agreernw4 each Schedule and the other documents executed or delivered by Us In <br />connection herewith and therewith represent the Rna/ and only agreement between You and Us regarding the subject matter herein and therein <br />and shall supersede any other oral or written agreements between You and Us. This Master Agreement can be changed only by a written <br />agreement between You and Us. Other agreements not stated herein (Including, without limitation, those contained In any purchase agreement <br />or other agreement between You and Sharp) are not binding on Us. This Master Agreement and each Schedule may be executed in counterparts, each <br />of which shall be deemed an original. but all of which together shagconstitute the same document You acknowledge that You have received a copy of this <br />Master Agreement and agree that a facsimile or other copy contain, ng Your faxed or copied signature shall be as erdomeab a as the original executed <br />Master Agreement. You hereby represent that this Master Agreements legally binding and enforceable against You in accordance with Its terms <br />1. LEASE OF EQUIPMENT -GENERA Each Schedule executed by You (and to be executed by You in the future) represents your agreement to lease <br />from Us the personal property listed therein (together with all existing and future accessories. atlachmeris, replacements, additions and embedded software, <br />the "Equipment"), upon the tens stated in such Schedule and this Master Agreement. the terms and conditions or which are incorporated by refemnce <br />Into the Schedule (collectvely a "Lease"). Each Schedule, including the teens and conditions Incorporated therein by reference, shall be considered a <br />separateand ndependent Lease. If the Equipment includes any software, You agme that(i)We don't own the software,(it) You are responsible forenledng <br />Into any necessary softwom license agreements with the owners or licensors of such software. (iii) You shall comply with the teens of all such agreements. <br />if any, and (•v) any default by You under any such agreements shall also constitute a default by You under this Master Agreement and the related Schedule. <br />The initial term of each Lease wil I begin or. a date designated by Us after We accept it (the "Commencement Date") and will continue for the number of <br />months shown on such Schedule ("Initial Tom"). You promise to pay to Us the periodic payments shown on each Schedule in accordance with the <br />payment schedule set forth themin, plus a I other amounts staled hemin and therein Each Schedule is binding on You as of the date You sign it. After You <br />sign a Schedule. We may (i) insert the Schedule or ccntmct number thereon and any other information missing in such Schedule. (ii) lease payment may <br />be adjusted downward if the actual cost of the equipment 13 less than the original estimate provided to the Lessee <br />2. NON -CANCELABLE TERM: AUTOMATIC RENEWAL. As used herein, "Present Term" means the term presently in effect at any time with respect <br />to a Lease. whether d s the In.lal Tenn or a Renewal Term (as defined below). With respect to each Lease, You shall notify Us In writing at least 30 <br />days before the end of the Present Term (the "Notice Period") that You Intend to return the Equipment at the end of such Present Term or enter <br />Into a Renewal Term, per the terms and conditions outlined In the Master Agreement Should you choose to renew the Lease, then) the payment <br />amount and other terms of such Lease will continue to apply. If You do notify Us In writing within the Noli_e Period that You Intend to return the Equipment <br />at the end of the Present Term, then. promptly upon the expiration of such Present Tem. You she I return the Equipment pursuant to Section 13 belcw. <br />Each Lease is non -cancelable during the Initial Term and any Renewal Term. <br />3. UNCONDITIONAL OBLIGATIONS. With respect to each Lease, You agree than (a) We are a separate and Independent company from Sharp, <br />the manufacturer and any other vendor (collectively, "Vendors"), and the Vendors are NOT Our agents; (b) no statement, representation or <br />warranty by any Vendor Is binding on Us, and no Vendor has authority to waive or altar any term of this Master Agreement or any Schedule; (c) <br />You, not We, selected all Equipment and the Vendors based on Your own judgment; (d) Your duty to perform Your obligations under this Master <br />Agreement and each Schedule Is unconditional and Irrevocable despite any failure of any Equipment, the existence of any law restricting the <br />use of any Equipment or any other adverse condition; (a) if You am a party to any maintenance, service, supplies or other contract with any <br />Vendor, We are NOT a party thereto, such contract Is NOT pan of this Master Agreement or any Schedule (even though We may, as a convenience <br />to You and a Vendor, bill and collect monies owed by You to such Vendor), We have no obligations to You under such contract, and no breach <br />by any Vendor will excuse You from performing Your obligations to Us under this Master Agreement or any Schedule; and In If the Equipment <br />Is unsatisfactory or if any Vendor falls to provide any service or fulfill any other obligation to You, You shall not make any claim against Us and <br />shall continue to perform all of Your obligations to Us. <br />THE TERMS OF THIS MASTERAGREEMENTARE CONTINUED ON THE REVERSE SIDE/NEXT PAGE. DO NOT SIGN THIS <br />CONTRACT BEFORE YOU READ AND UNDERSTAND?. PLEASE SEEK LEGAL COUNSEL BEFORE SIGNING IF YOU HAVE QUESTIONS. <br />Customer. Accepted by Sharp Leasing USA Corp.. Mahwah, New Jersey <br />By X Date: _I _/_ By <br />Print name Acceptance Date: I _ / _ (to be filled in by <br />Title: SharpLeasi USA Co <br />Page SO <br />Copiers and Managed Print Services - RFP-NP-18-001, NASPO Val,,ePolnt Master Agreement Terms and Conditions, CMS a 1, 003 <br />25B-81 <br />