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i] <br />Corporate Purchasin~greement Coitrdential Pale 3 <br />RECITALS <br />WHEREAS, Supplier is in the business <br />of selling Products and related Services; <br />WHEREAS, Buyer desires to purchase <br />such Products and related Services from <br />Supplier; and <br />1.5 Buyer. The legal entity <br />identified as Buyer on page one of this <br />Agreement. <br />1.6 Calendar Dav. Every day of <br />any given month or portion thereof. <br />1.7 Cataloe. Supplier's current <br />Sourcebook Catalog. <br /> <br />i~ <br /> <br />WHEREAS, Buyer and Supplier desire <br />to enter into an agreement for the sale by <br />Supplier of Products and Services to Buyer. <br />NOW, THEREFORE, in consideration <br />of the foregoing, the mutual promises and <br />covenants contained herein, and for other good <br />and valuable consideration, the receipt and <br />sufficiency of which are hereby acknowledged, <br />the Parties hereto agree as follows: <br />I.0 DEFINITIONS. <br />All capitalized terms in this Agreement <br />not defined in this Section shall have the <br />meanings set forth in the Sections or Exhibits of <br />this Agreement in which they are defined. <br />1.1 Affiliate. Any corporation or <br />other business entity that during the term of this <br />Agreement controls is controlled by or is under <br />common control with a Party. Control exists <br />when an entity owns or controls directly or <br />indirectly the outstanding equity representing the <br />right to vote for the election of directors or other <br />managing authority of another entity. <br />I.Z Annual Period. July 15` to June <br />30`'' during each year this Agreement is <br />effective. <br />1.3 Business Dav. Monday through <br />Friday, 8:00 a.m. to 6:00 p.m. in each of the <br />forty-eight contiguous United States time zones, <br />excluding days on which Supplier is not open <br />for business in the United States of America. <br />1.4 Business Hours. The time <br />between 8:00 a.m. and 6:00 p.m. in each time <br />zone throughout the United States of America on <br />any Business Day. <br />1.8 Core Items. The items that <br />Buyer purchases from Supplier at the prices as <br />set forth in Exhibit A ("Product Price List"), as <br />amended from time to time. <br />1.9 Disclosing Party. A Party that <br />discloses Proprietary Information to the other <br />Party. <br />1.10 E-Commerce Platform. The non- <br />public e-commerce platform hosted by Supplier <br />that is used by Buyer to view Products and to <br />place its Purchase Order. <br />i <br />0 <br />0 <br />C <br />1.11 Effective Date. July 1, 2009. <br />1.12 Expiration Date. The earlier to <br />occur of (a) the date of termination or expiration <br />of the Agreement pursuant to the terms of <br />Sections 3.0. or 4.0, or (b) June 30, 2012. <br />1.13 Incentives. Any incentives for <br />which Buyer qualifies and which are payable by <br />Supplier to Buyer as set forth in Exhibit B <br />("Supplemental Provisions") attached hereto. <br />1.14 Indemnifiable Claim. {i) Any <br />personal injury or death, (ii} any damage to or <br />destruction of tangible property or any loss of <br />use resulting therefrom, (111) any violation of any <br />statute, ordinance or regulation, (iv) any breach <br />of any warranty, representation, or agreement <br />made by the Indemnifying Party under this <br />Agreement, and/or (v) infringement of any <br />patent, copyright, trademark, trade secret or <br />other intellectual property rights of a third party. <br />1.15 Indemnified Harm. Any and all <br />losses, liabilities, damages, judgments, awards, <br />expenses, claims, actions, lawsuits and costs, <br />Attachment number 5 <br />F_~ Page 220 of 433 <br /> <br />i <br /> <br />L! <br /> <br />r <br />C <br />J <br /> <br />