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6. Customer will obtain and provide to Lenovo all Required Consents necessary for provision of the Services <br /> described in this SOW. Required Consents include any consents or approvals required for Lenovo and <br /> Service Provider to use and/or modify(including creating derivative works)the hardware, software,firmware <br /> and any other Customer equipment and/or Products, without infringing the ownership or license rights <br /> (including patent and copyright)of the providers or owners of such items. <br /> 7. Value Recovery and Fee Assumptions: <br /> Asset Recovery Services Fee: shown on price sheet <br /> • asset registration,audit,test,data erase, serial number recording;and reporting <br /> • remarketing of asset or disposal <br /> Estimated Shipping expenses for pickup: included for the Orange County/Wake County, NC area <br /> Asset Recovery Fair Market Value*: will be sent after receipt,processing and reconciliation of the <br /> assets <br /> • Estimated asset values based on the asset assumption details is provided in Exhibit E. <br /> • Values for product can change monthly;value deduction is typically 3-71/6 per month. <br /> Final Asset Recovery: will be sent after receipt,processing and reconciliation of the assets <br /> • Estimated asset values based on the asset assumption details is provided in Exhibit E and <br /> final settlement report indicating value and condition of each product. <br /> Notice on Product Value and Deductions <br /> The fair market value ('FMV") for any Product will be determined by reference to the then-current <br /> Schedule of Prices provided in a separate spreadsheet as modified by vendor on a monthly;basis, The <br /> highest value will be for Product in good condition and working order, with no broken parts (Good <br /> Working Order); Product not in good condition and in good working order, or with missing components <br /> such as floppy drive,optical drive,memory,hard drive(if missing at the time of collection),power adaptor, <br /> battery,etc.will be considered Non-Functional. <br /> 8. No section of this agreement is intended to create,a waiver of the Customer's rights'and privileges as a <br /> sovereign entity <br /> 9. To the extent permitted by law, Lenovo will indemnify, defend and hold harmless the Customer, its officers, <br /> employees and from and against all claims, losses, liabilities and damages(including reasonable attorney's <br /> fees and costs)arising out of the improper performance of services under this sow.The maximum cumulative <br /> liability of Lenovo and its affiliates, suppliers and subcontractors for direct actions arising out of or related to <br /> this Agreement and all orders issued hereunder,regardless of the form of the action or the theory of recovery, <br /> shall be limited to the total amount paid or payable by Customer to Lenovo. <br /> 10. Under no circumstances shall Lenovo, its subcontractors, suppliers be liable for any of the following. 1)third- <br /> party claims against you for damages;2) loss of,or damage to,your records or data;or 3)special,incidental, <br /> indirect or consequential damages(including lost profits,business; revenue, goodwill or anticipated savings), <br /> even if informed of their possibility, <br /> 11. This Contract is governed by and interpreted under the laws of the State of North Carolina unless preempted <br /> by federal law.The parties further agree that jurisdiction and venue for any matter arising out of or pertaining <br /> to this Agreement_shall be proper only in the state and federal courts located in Orange County, North <br /> Carolina and Middle District of the State of North Carolina, and the parties hereby consent to such jurisdiction <br /> and venue. <br /> Orange County NC Government Services SOW—01114/2013 10 of 13 <br /> 1 - I i <br />