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First and Aid and Safety: Twenty-five percent (25%) of the unexpired term based on the previous
<br />six (6) months average revenue.
<br />8. Representations and Warranties. Supplier warrants that it will convey good title to all direct sale
<br />goods, free of all encumbrances. Except as otherwise noted in this Agreement, at the time of delivery (i) all
<br />goods delivered shall be free from defects in workmanship, material, and manufacture, (ii) shall comply with
<br />the requirements of this Agreement, including any drawings or specifications incorporated or samples
<br />furnished by the Supplier, (iii) shall be free from defects in design, and (iv) shall be merchantable. In the
<br />event Supplier is providing University with services, Supplier warrants and represents that each of its
<br />employees and agents to perform any services under the terms of this Agreement shall have the skills,
<br />training, and background reasonably commensurate with their level of performance or responsibility, to be
<br />able to perform in a competent and professional manner that is consistent with industry standards. Supplier
<br />further warrants the services provided will conform to the requirements of this Agreement and that in
<br />performing the services Supplier will not be in breach of any agreement with a third party. The foregoing
<br />warranties are conditions to this Agreement. All warranties provided by Supplier shall run to University.
<br />Supplier will pass through to University all manufacturer warranties for the materials covered hereunder to
<br />the extent Supplier has the right to do so. Supplier does not adopt, guarantee or represent that the
<br />manufacturer will comply with any of the terms of the warranty of such manufacturer. If any warranties
<br />specified herein or otherwise applicable are breached by Supplier, University may, at its election, require
<br />Supplier to correct at Supplier's sole expense any defect or nonconformance by repair or replacement or
<br />return any defective or nonconforming goods to Supplier at Supplier's expense and recover from Supplier
<br />the purchase price or, in the case of services, require re -performance of the services or terminate this
<br />Agreement and receive a full refund. The foregoing remedies are in addition to all other remedies University
<br />may have at law or in equity. Except for the warranties specifically set forth in this Agreement, Supplier
<br />makes no other warranties and disclaims all other warranties, express or implied by law, course of dealing,
<br />course of performance, usage of trade or otherwise, including without limitation any warranty of
<br />merchantability or fitness for a particular purposes.
<br />9. Relationship of Parties. No agency, partnership, or joint venture is created by this Agreement.
<br />The parties affirmatively disclaim any intent to form such relationship. Supplier is solely responsible for
<br />maintenance and payment of insurance and the like that may be required by federal, state, or local law with
<br />respect to any sums paid hereunder. Supplier is not University's agent or representative and has no
<br />authority to bind or commit University to any agreements or other obligations.
<br />10. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless
<br />University, its regents, officers, employees, agents, and students, for any loss, claim, damage, expense, or
<br />liability of any kind, including reasonable attorneys' fees and costs, to the extent caused by the negligence
<br />or willful misconduct of Supplier and its officers, employees, agents, and subcontractors.
<br />11. Insurance. Supplier shall at its own expense obtain and maintain throughout the Term of this
<br />Agreement general commercial liability insurance against claims for bodily injury, death, and property
<br />damage with limits of not less than one million dollars ($1,000,000.00) per occurrence, and three million
<br />dollars ($3,000,000.00) general aggregate to cover such liability caused by, or arising out of, activities of
<br />Supplier and its agents and/or employees while engaged in or preparing for the provision of the
<br />Deliverables. Upon request by University, Supplier shall furnish to University certificates of insurance
<br />evidencing that such insurance is effective prior to provision of the Deliverables. By requiring such minimum
<br />insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that
<br />may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems
<br />appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include
<br />University as an additional insured on its general liability insurance policy on a primary and non-contributory
<br />basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to this Agreement by
<br />reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.
<br />{00056454.DOCX; 31 Page 4
<br />Title: Master Agreement - Expenditure
<br />Revised: 220727
<br />Effective: 220804
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