Item 13 - Purchase Order Support Services and Storage

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Page 16 of 48 If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may cancel or modify the Order to remove the nonconforming services, shall be refunded any amounts paid for the nonconforming services, and may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements. The warranty period shall begin upon delivery. The Purchasing Entity and the Contractor shall determine if Acceptance Testing is applicable and/or required for the purchase. Acceptance Testing means the process agreed upon by Purchasing Entity and Contractor for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. The terms in regards to Acceptance Testing will be negotiated, in writing, as mutually agreed. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period for Products subject to Acceptance Testing shall begin upon Acceptance. Title of Product. Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows: To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract. Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor. The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement. Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing. Warranty. The Contractor must ensure warranty service and maintenance for all products provided. The Contractor shall provide the warranty service and maintenance for all products on the Master Agreement. For third party products sold by the Contract Vendor that are not Contractor-branded, the Contract Vendor sells the third-party products with the manufacturer or publisher’s standard warranty, license, and maintenance “as is”. The DocuSign Envelope ID: 87F53414-136E-413E-907B-A408CF7AA97C