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C <br />~o~orate Purchasing Agreement Con~clential Pale 5 <br />1.31 Quarterly Period. Each <br />consecutive three month period during a <br />calendar year. <br />1.32 Receiving_Party. A Party that <br />receives Proprietary Information from the other <br />Party. <br />1.33 Renewal Term. The extension <br />of the Initial Term for up to two periods of one <br />(1) year each, each of which is a "Renewal <br />Term." <br />1.34 Representative. An employee, <br />officer, director or agent of a Party. <br />prices specified therein, and the Services <br />described in Exhibit B. <br />2.2 All Purchase Orders issued to <br />Supplier by Buyer during the Term of this <br />Agreement shall be governed only by the terms <br />and conditions of this Agreement <br />notwithstanding any preprinted terms and <br />conditions on Buyer's Purchase Order or <br />Supplier's acknowledgement. Any additional or <br />different terms in Buyer's documents are hereby <br />deemed to be material alterations and notice of <br />objection to and rejection of them is hereby <br />given. <br />f <br /> <br />i7 <br /> <br />i <br />1.35 Services. The services provided <br />by Supplier as described in Section 7.0, <br />including without limitation all professional, <br />management, labor and general services, <br />together with any materials, supplies, tangible <br />items or other goods Supplier furnishes in <br />connection with such services. <br />1.36 Subcontractor. A third party to <br />whom a Party has delegated or subcontracted <br />any portion of its obligations under this <br />Agreement. <br />1.37 Taxes. Any sales, use, excise, <br />value-added, gross receipts, services, <br />consumption and other similar transaction taxes <br />however designated that are properly levied by <br />any taxing authority upon the provision of the <br />Products and Services, excluding any state or <br />local privilege or franchise taxes, taxes based <br />upon Supplier's net income and any taxes or <br />amounts in lieu thereof (including Michigan <br />Single Business Taxes and Washington B&O <br />taxes), paid or payable by Supplier. <br />1.38 Term. The term of the <br />Agreement or any renewal or extension thereof. <br />2.0 SCOPE OF AGREEMENT. <br />2. ] In accordance with the terms <br />and conditions of this Agreement, Buyer may <br />purchase and Supplier shall provide the Products <br />described in Exhibit A or the Catalog, at the <br />2.3 Buyer agrees that Supplier will <br />be considered Buyer's preferred supplier of <br />Products and/or Services. Buyer represents and <br />warrants that (a) all statements made by Buyer <br />in any documentation or request for information <br />delivered to Supplier with respect to the <br />procurement of office products and services are <br />true and correct in all material respects; and (b) <br />Buyer will make a good faith effort to transition <br />all of its purchases of office products and <br />services to Supplier on an enterprise wide basis <br />in a timely manner. <br />3.0 TERM. <br />3.1 The Initial Term of this <br />Agreement shall begin on the Effective Date and <br />end on the Expiration Date, un}ess terminated <br />earlier or extended under the terms of this <br />Agreement. <br />3.2 The Tenn may be extended upon <br />the mutual written agreement of the Parties, <br />which agreement shall include any agreed upon <br />modifications of this Agreement to be effective <br />during the Renewal Term. <br />3.3 Buyer shall begin to purchase <br />Products and Services from Supplier within the <br />first thirty (30) Calendar Days of the Effective <br />llate. <br />Attachment number 5 <br />F_~ Page 222 of 433 <br />u <br />n <br />L' <br /> <br />ii <br />i~ <br />L <br /> <br /> <br />n <br /> <br /> <br />