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7. Customer must provide acknowledgement to the final settlement report within five (5) business days of <br /> receipt. <br /> 4.0 Lenovo Responsibilities <br /> 1, Provide the monthly reconciliation report and project status report to Customer's point of contact via email. <br /> 2. Provide a clear escalation path along with a list of the key contacts, telephone and email contact information <br /> prior to the start of the engagement to ensure that all parties have the information necessary to reach <br /> alternates or back up contacts if the situation arises. <br /> 3. At the conclusion of the Service outlined in Section 2.0 Scope, Lenovo will facilitate the process of recovering <br /> residual value from Product through a third party as set out in Section 5.0 Vendor Involvement. <br /> & Provide a reconciliation report of Product received by make, model, serial number, Customer location and <br /> Service charge. This report will track by storage device's serial number and the parent Product's serial <br /> number regarding the wipe or destroy activity. <br /> 5.0 Vendor Involvement <br /> Lenovo will facilitate the purchase of Product (for either subsequent resale or for scrap value) by a third party <br /> vendor who offers such a program. Alternatively, the vendor may offer to take the Product for recycling with no <br /> cash value. <br /> In support of Vendor Involvement: <br /> 1. Monthly, Lenovo will receive a schedule of prices from a vendor or vendors of such a program. Lenovo will <br /> share the applicable price schedules with Customer upon request. <br /> 2. Customer will receive an estimated value for Product that is functional, complete, and in good cosmetic <br /> condition. For Product that does not meet these criteria, a deduction will be made for all missing parts and <br /> any damages. Deductions will not exceed the value of the Product. If a Product does not appear on the <br /> monthly pricing grid,the Customer may request a quotation. <br /> 3. When Customer submits,a request for Product to be collected, Lenovo will work with a vendor to provide an <br /> initial estimate based on that vendor's applicable price schedule. This estimate will be based on the <br /> information Customer submits about the Product,but it is not a final offer to purchase the Product. It may be <br /> an estimate to purchase for resale, for scrap, or for recycling and disposal at no cash value. When the <br /> Product has been prepared and delivered to the vendor, the vendor will provide a final purchase offer to <br /> Lenovo. Lenovo will communicate that offer to Customer. The final offer will be based on the then current <br /> FMV and the actual Product characteristics and Product condition, and may be greater or less than the initial <br /> estimate: <br /> 4. Customer will accept the vendors offer according to the terms of the title transfer agreement, a copy of which <br /> is attached hereto as Exhibit,D unless otherwise agreed. When Customer accepts the offer, Customer will <br /> transfer title to the Products directly to the vendor according to the terms of this agreement. <br /> 5. The vendors selected by Lenovo for this Service will conduct the disposal or recycling of Product in <br /> accordance with all applicable environmental laws. <br /> 6.0 General <br /> 1. Neither party will be responsible for non-performance due to strikes,work stoppages natural disaster, acts of <br /> God or any event not reasonably foreseeable and beyond its or its Service Provider's reasonable control. <br /> 2. Customer warrants there are no blo-hazards,environmental hazards or other safety concerns exist,and that it <br /> has clearly disclosed any unusual or hazardous working conditions to Lenovo. <br /> 3. Customer agrees that Products will be free and clear of any lions, encumbrances or restrictions not later than <br /> the date of shipment of Product to the designated disposal location. Lenovo will bear risk of loss or damage <br /> for Product upon receipt by the shipping carrier at the Customer location, but Lenovo will not be responsible <br /> for any loss of data during shipment. <br /> 4. To the extent permitted by applicable law Customer will indemnify, defend and hold harmless Lenovo and <br /> Service Provider and their affiliates and subcontractors,from and against any and all claims, losses, liabilities <br /> and damages(including reasonable attorneys' fees and costs) arising from or in connection with any claims <br /> (including patent and copyright infringement) made against Lenovo or Service Provider or their affiliates or <br /> subcontractors, <br /> 5. Lenovo will not be required to perform any obligations that are affected by the failure of Customer to obtain <br /> any Required Consents. <br /> Orange County NC Government-Services SOW-01/1412013 9 of 13 <br />