2011-072 IT - ePlus Technology for professional services with IT support

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warranty; (d) the name and address of the Customer contact person for billing and the name of the entity to be billed; (e) the date that maintenance Services will commence and, if applicable, the timing, frequency and end date of such maintenance Services; and (f) any other special terms and conditions; provided, however, that such special terms and conditions do not conflict with the terms and conditions herein. 4. CUSTOMER RESPONSIBILITIES. A. Customer shall designate a primary contact to be responsible for all matters concerning this Agreement and any related SOW. B. Customer acknowledges that in order for ePlus to perform Service(s), Customer must make certain personnel or other resources available to ePlus in a timely manner. Customer agrees that it will cooperate in providing information or personnel: upon ePlus' request, and Customer acknowledges that its failure to do so may prevent ePlus from meeting milestones as may be designated in a SOW. C. Customer assumes responsibility for ~aiT content; material, message or data made available or transmitted in accordance with the provision of Service(s) and for its compliance with all applicable federal, state and local laws, regulations, ordinances and codes and acceptable use policies of any third-party vendors or Web sites. D. ePlus, in performing the Services, will be making recommendations and providing advice, but all decisions as to implementing such advice and recommendations shall be made by and shall be the sole responsibility of the Customer and ePlus shall be entitled to rely on all such decisions of Customer. Customer shall be solely responsible for complying with import and export control laws and regulatory requirements with respect to import and export of (i) its technology or technology licensed to Customer by third parties, and (ii) any services or deliverables rendered by ePlus in a different jurisdiction for the benefit of the Customer. E. ePlus is providing Services to assist Customer in support of the initiatives and activities described in the SOW and shall not assume any cost or schedule liability, except as otherwise stated herein. Customer is the governing authority of all activities and project directives and retains full responsibility for the leadership, review, 'and approval of actions taken and Deliverables completed by ePlus in support of Customer. F. ePlus will not be held liable for software license compliance. Software license compliance is between the Customer and the software company. ePlus shall not be liable for support or replacement of Product that is altered, modified, mishandled, destroyed or damaged by natural causes or damaged due to a negligent or willful act or omission by Customer or a third party or use by Customer or a third party other than as specified in the applicable ePlus-supplied documentation. G. ePlus will not be liable for any failure to perform the Services, to the extent that the failure is caused by Customer's lack of cooperation. 5. TERM OF AGREEMENT. This Agreement shall commence on its Effective Date and shall, unless terminated in accordance with the provisions hereunder, continue for a period of twelve (12) months. This Agreement shall automatically renew, unless a Party provides written notice to the other of its intention to terminate in accordance with the provisions below. 6. TERMINATION. A. Termination For Convenience. At any time that there is no uncompleted SOW outstanding, either Party may terminate this Agreement for any or no reason upon fifteen (15) days advance written notice to the other Party. B. Termination For Default. Either Party may terminate this Agreement and/or any SOW issued hereunder at any time in the event of a material breach of the terms hereof by giving the other Party thirty (30) days written notice stating the nature of the breach. This Agreement and/or any SOW shall then terminate if the breaching Party shall fail to cure such material breach within thirty (30) days of receipt of written notice ©2010 ePlus Technology, inc. 09/01/10 ~~ ,