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<br />Corporate f'urchasin~greenzent Confidential Pam 9
<br />unemployment tax. In addition, the Parties
<br />acknowledge and agree that Supplier is
<br />responsible for collecting and remitting all
<br />applicable Taxes due in connection with
<br />Supplier's sale of Products to Buyer, if any.
<br />Each Party shall be responsible for the payment
<br />of all other taxes, imposed upon it in connection
<br />with, or as a result of, this Agreement.
<br />PURPOSE. IN NO EVENT WILL SUPPLIER
<br />BE LIABLE FOR ANY INCIDENTAL,
<br />DIRECT, INDIRECT, SPECIAL, PUNITIVE,
<br />OR CONSEQUENTIAL DAMAGES (SUCH
<br />AS BUT NOT LIMITED TO, DAMAGES FOR
<br />LOSS OF PROFITS, BUSINESS, SAVINGS,
<br />DATA OR RECORDS) RELATED TO THE
<br />PRODUCTS.
<br />C
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<br />9.3 Supplier shall defend,
<br />indemnify and hold harmless Buyer against all
<br />liability and loss in connection with, and shall
<br />assume full responsibility for, payment of all
<br />federal, state and local taxes or contributions
<br />imposed or required under unemployment
<br />insurance, social security and income tax laws,
<br />with respect to Supplier or its employees
<br />engaged in performance of this Agreement.
<br />10.0 TITLE, RISK OF LOSS AND
<br />PRODUCT WARRANTY.
<br />10.1 Title and risk of loss in
<br />connection with the Products shall pass to Buyer
<br />at the time the Products are delivered to Buyer. .
<br />10.2 Supplier warrants that it will
<br />provide Buyer with pass-through of all
<br />manufacturers' warranties for all Products sold
<br />to Buyer. Supplier warrants that all Supplier
<br />branded Products provided by it are: (1)
<br />merchantable; (2) of good quality and
<br />workmanship; (3) free from defects, latent or
<br />patent, in material, design, and workmanship for
<br />whichever period is shorter either (a) one year
<br />from the date of purchase, or (b) as otherwise
<br />specified on the packaging of the Products; (4}
<br />fit, sufficient and safe for their intended purpose
<br />and for the particular purpose for which they
<br />were designed; and (5) in conformity with
<br />Supplier' samples, if any.
<br />10.3 'THESE WARRANTIES ARE
<br />EXCLUSIVE AND IN LIEU OF ALL
<br />OTHERS, WHETHER ORAL OR WRITTEN,
<br />EXPRESS OR IMPLIED. SUPPLIER
<br />SPECIFICALLY DISCLAIMS ANY AND ALL
<br />IMPLIED WARRANTIES, INCLUDING
<br />WITHOUT LIMITATION, THE WARRANTY
<br />OF FITNESS FOR A PARTICULAR
<br />11.0 RELATIONSHIP OF THE
<br />PARTIES.
<br />It is understood and agreed that each of the
<br />Parties hereto is an independent contractor and
<br />that neither Party is, nor shall be considered to
<br />be, an agent of the other. Neither Party shall act
<br />or represent itself, directly or by implication, as
<br />an agent of the other or in any manner assume or
<br />create any obligation on behalf of, or in the name
<br />of, the other. Unless otherwise agreed to in
<br />writing, Supplier assumes full responsibility for
<br />the actions of all of its personnel while
<br />performing sales of Products and Services under
<br />this Agreement and for the payment of their
<br />compensation (including, if applicable,
<br />withholding of income taxes and the payment
<br />and withholding of social security and other
<br />payroll taxes), workers' compensation, disability
<br />benefits and the like to the extent applicable to
<br />the personnel involved.
<br />12.0 NON-SOLICITATION.
<br />12.1 Except as requested by Supplier
<br />in writing, Buyer agrees that for all periods
<br />beginning upon the Effective Date of this
<br />Agreement and ending one (1) year from the
<br />Expiration Date of the Agreement, Buyer shall
<br />not use any Program Information directly or
<br />indirectly, for its own benefit or on behalf of any
<br />third party, to solicit, contact, call upon,
<br />communicate with or attempt to do any of these
<br />things with any Customer, for the purpose of
<br />selling office products or related services,
<br />including without limitation consumable office
<br />supplies, business machines and computers,
<br />office technology, office furniture and services
<br />("Prohibited Acts").
<br />Attachment number 5
<br />F_] Page 226 of 433
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