HomeMy WebLinkAboutCAG2022-192 - Other - CDW Government, Inc. - Synology NAS - 04/11/2018ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingComments:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
QUOTE CONFIRMATION
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DEAR JAMES ENDICOTT,
Thank you for considering CDW.G for your computing needs. The details of your quote are below. Click
here to convert your quote to an order.
This quote is subject to CDW'S Terms and Conditions of Sales and Service Projects at
http : //www.cdwo. com/content/terms-conditions/product-sales.aspx
For more information, contact a CDW account manager
O 2018 CDW.G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239
FFV
QUOTE #QUOTE DATE QUOTE REFERENCE CUSTOMER #GRAND TOTAL
IRDZ Ta 3/26/zOLe RS3617XS+5022586 $13,s63.OO
Qw UNIT PRICE EXT. PRICEITEMcDw#
Synolooy Rackstation RS3617xs+ - NAS server - O cB
Mfg. Part#: RS3617XS+
UNSPSC: 43201835
Contract: KCDA Catalog Agreement- Contract# 018-A (018-A)
Svnoloov RKS1317 - rack s
Mfg. Part#; RKS1317
UNSPSC: 43201407
Contract: KCDA Catalog Agreement- Contract# 018-A (018-A)
4283799 $4,200.00
4253726 $ 10s.00 $210.00
4369469 $310,00 $3,72O.O0
Mfg. Part#: ST8000NE0021
UNSPSC:43201803
Contract: KCDA Catalog Agreement- Contract# 018-A (018-A)
2 $8,400.00
2
Seaoate Ironwolf Pro grSOOOI!EOO21 - hard drive -318_:
SATA 6cb/s 12
QUOTE DETAILS
PURCHASER BILLING INFO SUBTOTAL $12,330.00
Billing Address:
CITY OF KENT
ACCOUNTS PAYABLE
220 4TH AVE S
KENT, WA 98032-5895
Phone: (253) 856-5234
Payment Termsi Net 30 Days-Govt State/Local
SHIPPING $0.00
SALES TAX $1,233,00
GRAND TOTAL $13,563.OO
PIease remlt payments to:
CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
DELIVER TO
Shipping Address:
CITY OF KENT
220 4TH AVE S
KENT, WA 98032-5895
Phone: (253) 856-5234
Shipping Method: UPS Ground
@ Dan Ferner (866) 46s-es19 danfern@cdw.com
Need Assistance? CDW.G SALES CONTACT INFORI\4ATION
Page 1 of 1
Sales and Service Projects Page 1 of B
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Terms and Conditions > Sales and Service Projects
TERMS AND CONDITIONS
SALES AND SERVICE PROJECTS
PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY
THE TERMS AND CONDITIONS OF PRODUCT SALES AND SERVICE PROJECTS ARE LIMITED TO THOSE CONTAINED
HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU ('CUSTOMER'')
ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF
THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING THE CDW AFFILIATE IDENTIFED ON THE INVOICE,
STATEMENT OF WORK OR OTHER CDW DOCUMENTATION ("SELLER") TO PROVIDE PRODUCT OR PERFORM OR
PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS
UNLESS CUSTOMER AND SELLER HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE
AGREEMENT WILL GOVERN.
ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED ON
ANY SELLER WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN
SELLER AND CUSTOMER.
lmportant Information About These Terms and Conditions
These Terms and Conditions constitute a binding contract between Customer and Seller and are referred to herein as
either "Terms and Conditions" or this "Agreement". Customer accepts these Terms and Conditions by making a
purchase from or placing an order with Seller or shopping on any Seller Website or Mobile Application (each, a "Site")
or otherwise requesting products (the "Products") or engaging Seller to perform or procure any Services (as this and
all capitalized terms are defined herein). These Terms and Conditions are subject to change without prior notice,
except that the Terms and Conditions posted on a Site at the time Customer places an order or signs a Statement of
Work will govern the order in question, unless otherwise agreed in writing by Seller and Customer.
Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application
connected to the lnternet; individual consumers may withdraw consent to receiving electronic records or have the
record provided in non-electronic form by contacting Seller. ln addition, lnternet connectivity requires access
services from an lnternet access provider, Contact your local access provider for details. Electronic signatures (or
copies of signatures sent via electronic means) are the equivalent of written and signed documents.
Customer may issue a purchase order for administrative purposes only, Additional or different terms and conditions
contained in any such purchase order will be null and void. No course of prior dealings between the parties and no
usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or
invoice, or any document in electronic or written form that is signed and delivered by each of the parties f or the
performance of Services other than Third Party Services (each, a "statement of Work"). This Agreement contains the
entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its
entirety any and all prior communications and contemporaneous agreements and understandings, whether oral,
written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
q
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Sales and Service Projects Page 2 of B
Governing Law
THESE TERMS AND CONDITIONS, ANY STATEMENTS OF WORK, THE SERVICES HEREUNDER AND ANY SALE OF
PRODUCTS HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF AN ARBITRATION OR LITIGATION WILL BE
BROUGHT EXCLUSIVELY IN COOK COUNTY,ILLINOIS, AND CUSTOMER CONSENTS TO THE JURISDICTION OF THE
FEDERAL AND STATE COURTS LOCATED THEREIN, SUBMITS TO THE JURISDICTION THEREOF AND WAIVES THE
RIGHT TO CHANGE VENUE. CUSTOMER FURTHER CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION BY
ANY SUCH COURT WITH RESPECT TO ANY SUCH PROCEEDING, Except in the case of nonpayment, neither party may
institute any action in any f orm arising out of these Terms and Conditions more than one (1) year after the cause of
action has arisen. The rights and remedies provided Seller under these Terms and Conditions are cumulative, are in
addition to, and do not limit or prejudice any other right or remedy available at law or in equity.
Title;Risk of Loss
lf Customer provides Seller with Customer's carrier account number or selects a carrier other than a carrier that
regularly ships for Seller, title to Products and risk of loss or damage during shipment pass from Seller to Customer
upon delivery to the carrier (F,O.B. Origin, freight collect), For all other shipments, title to Products and risk of loss or
damage during shipment pass from Seller to Customer upon delivery to the specified destination (F.O.B, Destination,
freight prepaid and added). Notwithstanding the foregoing, title to software will remain with the applicable licensor(s),
and Customer's rights therein are contained in the license agreement between such licensor(s) and Customer,
Services
Customers may order services (collectively, "Services") from or through Seller from time to time. Certain Services
may be provided by third parties, including, but not limited to, extended warranty service by manufacturers, and are
sold by Seller as distributor or sales agent ("Third Party Services").
ln the case of Third Party Services, Customer shall consider the third party to be the contracting party and the third
party shall be the party responsible for providing the services to the Customer and Customer will look solely to the
third party for any loss, claims or damages arising from or related to the provision of such Third Party Services,
Customer and Customer's Affiliates (defined below) hereby release Seller and Seller's Affiliates (defined below) from
any and all claims arising from or relating to the purchase or provision of any such Third Parties Services, Any
amounts, including, but not limited to, taxes, associated with Third Party Services which may be collected by Seller will
be collected solely in the capacity as an independent sales agent. "Affiliate" means, with respect to a party, an entity
that controls, is controlled by, or is under common control with such party,
Where Services are ordered in a Statement of Work, each Statement of Work hereby incorporates these Terms and
Conditions and constitutes a separate agreement with respect to the Services performed. Seller, or any of its
Affiliates on behalf of Seller, may execute a Statement of Work, ln the event of an addition to or a conflict between
any term or condition of the Statement of Work and these Terms and Conditions, these Terms and Conditions will
control, except as expressly amended in the applicable Statement of Work by specific reference to this Agreement,
Each such amendment will be applicable only with respect to such Statement of Work and not to future Statements
of Work. Changes to the scope of the Services described in a Statement of Work will be made only in a writing
executed by authorized representatives of both parties. Seller will have no obligation to commence work in
connection with any such change, unless and until the change is agreed upon in that writing executed by both parties
All such changes to the scope of the Services will be governed by these Terms and Conditions and the applicable
Statement of Work, Each Statement of Work may be signed in separate counterparts each of which shall be deemed
an original and all of which together will be deemed to be one original.
Cooperation
In addition to any specific Customer duties set forth in any applicable Statement of Work, Customer agrees to
cooperate with Seller in connection with performance of the Services by providing: (i) timely responses to Seller's
inquiries and requests for approvals and authorizations, (ii) access to any information or materials reasonably
requested by Seller which are necessary or useful as determined by Seller in connection with providing the Services,
including, but not limited to, physical and computer access to Customer's computer systems, and (iii) all Required
Consents necessary for Seller to provide the Services. "Required Consents" means consents or approvals required to
give Seller, its Affiliates, and its and their subcontractors the right or license to access, use and modify all data and
third party products. Customer acknowledges and agrees that the Services are dependent upon the completeness
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and accuracy of information provided by Customer and the knowledge and cooperation of the agents, employees or
subcontractors ("Personnel") engaged or appointed by Customer who are selected by Customer to work with Seller
Seller will follow all reasonable Customer security rules and procedures, as communicated in writing by Customer to
Seller from time to time.
Access
Seller may perform the Services at Customer's place of business, at Seller's own facilities or such other locations as
Seller and Customer deem appropriate. When the Services are performed at Customer's premises, Seller will attempt
to perf orm such Services within Customer's normal business hours unless otherwise jointly agreed to by the parties,
Customer will also provide Seller access to Customer's staff and any other Customer resources (and when the
Services are provided at another location designated by Customer, the staff and resources at such location) that
Seller determines are useful or necessary f or Seller to provide the Services. When the Services are provided on
Customer's premises or at another location designated by Customer, Customer agrees to maintain adequate
insurance coverage to protect Seller and Customer's premises and to indemnify and hold Seller and its Affiliates, and
its and their agents and employees harmless from any loss, cost, damage or expense (including, but not limited to,
attorneys'fees and expenses) arising out of any product liability, death, personal injury or property damage or
destruction occurring at such location in connection with the performance of the Services, other than solely as a
result of Seller's gross negligence or willful misconduct.
Payment
Orders are not binding upon Seller until accepted by Seller. Customer agrees to pay the total purchase price for the
Products plus shipping (to the extent shipping is not prepaid by Customer), including shipping charges that are billed to
Seller as a result of using Customer's carrier account number. Terms of payment are within Seller's sole discretion, ln
connection with Services being performed pursuant to a Statement of Work, Customer will pay for the Services in the
amounts and in accordance with any payment schedule set forth in the applicable Statement of Work. lf no payment
schedule is provided, Customer will pay for the Services as invoiced by Seller. lnvoices are due and payable within the
time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by Seller,
Seller, or any of its Affiliates on behalf of Seller may issue an invoice to Customer, Seller may invoice Customer
separately for partial shipments, and Seller may invoice Customer for all of the Services described in a Statement of
Work or any portion thereof. Customer agrees to pay interest on allpast-due sums at the lower of one and one-half
percent (1.5%) per month or the highest rate allowed by law. Customer will pay for, and will indemnify and hold Seller
and its Affiliates harmless from, any applicable sales, use, transaction, excise or similar taxes and any federal, state or
local fees or charges (including, but not limited to, environmental or similar fees), imposed on, in respect of or
otherwise associated with any Statement of Work, the Products or the Services. Customer must claim any
exemption from such taxes, fees or charges at the time of purchase and provide Seller with the necessary supporting
documentation, ln the event of a payment default, Customer will be responsible for all of Seller's costs of collection,
including, but not limited to, court costs, filing fees and attorneys' fees. ln addition, if payments are not received as
described above, Seller reserves the right to suspend Services until payment is received. Customer hereby grants to
Seller a security interest in the Products to secure payment in full. Customer authorizes Seller to file a financing
statement reflecting such security interest, Except as otherwise specified on an applicable Statement of Work,
Customer will reimburse Seller for all reasonable out-of-pocket expenses incurred by Seller in connection with the
performance of the Services, including, but not limited to, travel and Iiving expenses.
Export Sales
lf this transaction involves an export of items (including, but not limited to, commodities, software or technology)
subject to the Export Administration Regulations, such items were exported from the United States by Seller in
accordance with the Export Administration Regulations. Customer agrees that it will not divert, use, export or re-
export such items contrary to United States law, Customer expressly acknowledges and agrees that it will not
export, re-export, or provide such items to any entity or person within any country that is subject to United States
economic sanctions imposing comprehensive embargoes without obtaining prior authorization from the United
States Government, The list of such countries subject to United States economic sanctions or embargoes may
change from time to time but currently includes Cuba, lran, Sudan and Syria. Customer also expressly acknowledges
and agrees that it will not export, re-export, or provide such items to entities and persons that are ineligible under
United States law to receive such items, including but not limited to, any person or entity on the United States
Treasury Department's list of Specially Designated Nationals or on the United States Commerce Department's Denied
Persons List, Entity List or Unverif ied List, ln addition, manufacturers'warranties for exported Products may vary or
may be null and void for Products exported outside the United States.
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Warranties
Customer understands that Seller is not the manufacturer of the Products purchased by Customer hereunder and the
only warranties offered are those of the manufacturer, not Seller or its Affiliates. ln purchasing the Products,
Customer is relying on the manufacturer's specifications only and is not relying on any statements, specifications,
photographs or other illustrations representing the Products that may be provided by Seller or its Affiliates. SELLER
AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED, RELATED TO
PRODUCTS,INCLUDING, BUT NOT LIMITED TO,ANY WARRANTY OF TITLE, ACCURACY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO
THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF
ANY MANUFACTURER'S WARRANTY, Customer expressly waives any claim that it may have against Seller or its
Affiliates based on any product liability or infringement or alleged infringement of any patent, copyright, trade secret
or other intellectual property rights (each a "Claim") with respect to any Product and also waives any right to
indemnification from Seller or its Affiliates against any such Claim made against Customer by a third party, Customer
acknowledges that no employee of Seller or its Affiliates is authorized to make any representation or warranty on
behalf of Seller or any of its Affiliates that is not in this Agreement,
Seller makes no warranties to the Customer and the Customer hereby acknowledges that Seller makes no
warranties in regard to the applicability of all laws and regulations affecting, without limitation the manufacture,
performance, sale, packaging and labelling of the Products which are in force within the Customer's territory.
Customer further acknowledges and agrees that Seller makes no representations, warranties or assurances that the
Products are designed for or suitable for use in any high risk environment, including but not limited to aircraft or
automobile saf ety devices or navigation, life support systems or medical devices, nuclear facilities, or weapon
systems, and Customer agrees to indemnify Seller in connection with any such use of the Products. Customer further
agrees to review and comply with the manufacture's disclaimers and restrictions regarding the use of the Products in
high risk environments,
Seller warrants that the Services will be performed in a good and workmanlike manner. Customer's sole and exclusive
remedy and Seller's entire liability with respect to this warranty will be, at the sole option of Seller, to either (a) use its
reasonable commercial efforts to reperform or cause to be reperformed any Services not in substantial compliance
with this warranty or (b) refund amounts paid by Customer related to the portion of the Services not in substantial
compliance; provided, in each case, Customer notifies Seller in writing within five (5) business days after performance
of the applicable Services. EXCEPT AS SET FORTH HEREIN OR lN ANY STATEMENT OF WORK THAT EXPRESSLY
AMENDS SELLER'S WARRANTY, AND SUBJECT TO APPLICABLE LAW, SELLER MAKES NO OTHER, AND EXPRESSLY
DISCLAIMS ALL OTHER, REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR
tMpltED (tNCLUD|NG WTTHOUT L|MITAT|ON, ANY EXPRESS OR tMPLIED WARRANTIES OR CONDITIONS OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, TITLE, ACCURACY OR NON-INFRINGEMENT)
ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, INCLUDING BUT
NOT LIMITED TO ANY WARRANTY RELATING TO THIRD PARTY SERVICES, ANY WARRANTY WITH RESPECT TO THE
PERFORMANCE OF ANY HARDWARE OR SOFTWARE USED IN PERFORMING SERVICES AND ANY WARRANTY
CONCERNING THE RESULTS TO BE OBTAINED FROM THE SERVICES, THIS DISCLAIMER AND EXCLUSION SHALL
APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE. CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIVE OF SELLER OR OF ITS AFFILIATES IS
AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES
THAT IS NOT IN THIS AGREEMENT OR IN A STATEMENT OF WORK EXPRESSLY AMENDING SELLER'S WARRANTY,
Customer shall be solely responsible for daily back-up and other protection of its data and software against loss,
damage or corruption. Customer shall be solely responsible for reconstructing data (including but not limited to data
located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of
Services, SELLER, ITS AFFILIATES, AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS ARE HEREBY
RELEASED AND SHALL CONTINUE TO BE RELEASED FROM ALL LIABILITY IN CONNECTION WITH THE LOSS,
DAMAGE OR CORRUPTION OF DATA AND SOFTWARE, AND CUSTOMER ASSUMES ALL RISK OF LOSS, DAMAGE OR
CORRUPTION OF DATA AND SOFTWARE IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.
Seller will not be responsible for and no liability shall result to Seller or any of its Affiliates for any delays in delivery or
in performance which result from any circumstances beyond Seller's reasonable control, including, but not limited to,
Product unavailability, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems,
acts of war, terrorism, embargo, acts of God or acts or laws of any government or agency. Any shipping dates or
completion dates provided by Seller or any purported deadlines contained in a Statement of Work or any other
document are estimates only.
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Pricing lnformation; Availability Disclaimer
Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not
limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes,
supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of
Personnel to perform the Services, Therefore, Seller cannot guarantee that it will be able to fulfill Customer's orders, lf
Services are being performed on a time and materials basis, any estimates provided by Seller are for planning
purposes only.
Credits
Any credit issued by Seller to Customer for any reason must be used within two (2) years from the date that the
credit was issued and may only be used for future purchases of Products and/or Services. Any credit or portion
thereof not used within the two (2) year period will automatically expire,
Limitation of Liability
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY
SET FORTH HEREIN, WILL SELLER,ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS
BE LIABLE FOR: (A) ANY INCIDENTAL,INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED
OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE,IN EACH CASE,
WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B)ANY CLAIMS, DEMANDS OR ACTIONS
AGAINST CUSTOMER BY ANY THIRD PARTY;(C)ANY LOSS OR CLAIM ARISING OUT OF OR lN CONNECTION WITH
CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY SELLER OR ITS AFFILIATES
BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS OR SERVICES;OR (D)
ANY UNAVAILABILITY OF THE PRODUCT FOR USE OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE,
IN THE EVENT OF ANY LIABILITY INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF
SELLER AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:
(A)THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE SPECIFIC
SERVTCES GTVTNG RrSE TO THE CLA|M;OR (B)S50,000.00.
Limited License
Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or
jointly) in connection with the Services, including but not limited to, all inventions, discoveries, methods, processes,
formulae, ideas, concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer
programs, proprietary tools, methods of analysis and other information (whether or not capable of protection by
patent, copyright, trade secret, confidentiality, or other proprietary rights) or discovered in the course of
performance of this Agreement that are embodied in such work or materials ("Work Product") will be, upon payment
in full, a non-transferable, non-exclusive, royalty-free license to use such Work Products solely for Customer's
internal use. Customer will have no ownership or other property rights thereto and Customer shall have no right to
use any such Work Product for any other purpose whatsoever. Customer acknowledges that Sellers may
incorporate intellectual property created by third parties into the Work Product ("Third Party lntellectual Property").
Customer agrees that its right to use the Work Product containing Third Party lntellectual Property may be subject to
the rights of third parties and limited by agreements with such third parties,
Conf idential lnformation
Each party anticipates that it may be necessary to provide access to inforniation of a confidential nature of such
party, the Affiliates or a third party (hereinafter referred to as "Confidential lnformation") to the other party in the
performance of this Agreement and any Statement of Work, "Confidential lnformation" means any information or
data in oral, electronic or written form which the receiving party knows or has reason to know is proprietary or
confidential and which is disclosed by a party in connection with this Agreement or which the receiving party may
have access to in connection with this Agreement, including but not limited to the terms and conditions of each
Statement of Work. Confidential lnformation will not include information which: (a) becomes known to the public
through no act of the receiving party; (b) was known to the receiving party, or becomes known to the receiving party
from a third party having the right to disclose it and having no obligation of confidentiality to the disclosing party with
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respect to the applicable information; or (c) is independently developed by agents, employees or subcontractors of
the receiving party who have not had access to such information, To the extent practicable, Confidential lnformation
should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly
thereafter as possible, however, failure to so identify or label such Confidential lnformation will not be evidence that
such information is not confidential or protectable.
Each party agrees to hold the other party's Confidential lnformation confidential for a period of three (3) years
following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential
Information of like kind but to use no less than a reasonable degree of care, Disclosures of the other party's
Confidential lnformation will be restricted (i) to those individuals who are participating in the performance of this
Agreement or the applicable Statement of Work and need to know such Confidential lnformation for purposes of
providing or receiving the Products or Services or otherwise in connection with this Agreement or the applicable
Statement of Work, or (ii) to its business, legal and financial advisors, each on a confidential basis. Each party agrees
not to use any Confidential lnformation of the other party for any purpose other than the business purposes
contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party, the
other party will either return or certify the destruction of the Confidential lnformation of the other party.
lf a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by
any governmental or regulatory authority, to disclose Confidential lnformation of the other party, the receiving party
will give the disclosing party prompt notice of such request so that the disclosing party may seek an appropriate
protective order or similar protective measure and will use reasonable efforts to obtain confidential treatment of the
Conf idential lnf ormation so disclosed.
Return Privileges
CDW allows Customer returns based on the policies of the original product manufacturer. Software is not returnable if
the packaging has been opened. lf software was distributed electronically, it is not returnable if the licenses were
downloaded. For additional information see CDW's full Product Return Policy at the following link: Return Policy.
Customers should contact CDW Customer Relations at 866.SVC.4CDW or e-mail at Customer Relations to initiate a
return or for additional information. Customers must notify CDW Customer Relations of any damaged Products
within fifteen ('15) days of receipt.
Termination
Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure
a material default in the time period specified herein. Any material default must be specifically identified in a written
notice of termination. After written notice, the notified party will, subject to the provision of warranties herein, have
thirty (30) days to remedy its performance except that it will only have ten ('10) days to remedy any monetary
default. Failure to remedy any material default within the applicable time period provided for herein will give cause for
immediate termination, unless such default is incapable of being cured within the time period in which case the
defaulting party will not be in breach (except for Customer's payment obligations) if it used its reasonable efforts to
cure the default, ln the event of any termination of the Services or a Statement of Work, Customer will pay Seller for
all Services perf ormed and expenses incurred up to and including the date of termination plus any termination fee if
one is set forth in the applicable Statement of Work. ln such event Customer will also pay Seller for any out-of-
pocket demobilization or other direct costs resulting from termination. Upon termination, all rights and obligations of
the parties under this Agreement will automatically terminate except for any right of action occurring prior to
termination, payment obligations and obligations that expressly or by implication are intended to survive termination
(including, but not limited to, limitation of liability, indemnity, confidentiality, or licensing of Work Product and this
survival provision).
Provisions Related to Custom lmaging
lf in connection with the provision of Products or Services, Customer desires to have Seller provide installation of
custom software images, Customer will be required to execute an lnstallation lndemnity Agreement, a form of which
is provided at lf in connection with the provision of Products or Services, Customer desires to have Seller provide
installation of custom software images, Customer will be required to execute an lnstallation lndemnity Agreement, a
f orm of which is provided at http://www.cdw,com/forms/indemnity/app.aspx
Arbitration
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Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and
including, but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to
the Products, the Services, the interpretation or application of these Terms and Conditions or any Statement of Work
or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions or any
Statement of Work (including, to the full extent permitted by applicable Iaw, relationships with third parties who are
not signatories hereto), or Seller's or any of its Affiliates' advertising or marketing (collectively, a "Claim") WILL BE
RESOLVED, UPON THE ELECTION OF ANY OF SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED,
EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, lf arbitration is chosen, it will be conducted pursuant to the
Rules of the American Arbitration Association, lf arbitration is chosen by any party with respect to a Claim, neither
Seller nor Customer will have the right to litigate that Claim in court or to have a jury trial on that Claim or to engage in
pre-arbitration discovery, except as provided for in the applicable arbitration rules or by agreement of the parties
involved. Further, Customer will not have the right to participate as a representative or member of any class of
claimants pertaining to any Claim. Notwithstanding any choice of law provision included in these Terms and
Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S C 55 1-16). The arbitration will
take place exclusively in Chicago, lllinois. Any court having jurisdiction may enter judgment on the award rendered by
the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research required
to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding
anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out
of the Products or Services will be exclusively litigated in court rather than through arbitration.
Miscellaneous
Seller may assign or subcontract all or any portion of its rights or obligations with respect to the sale of Products or
the performance of Services or assign the right to receive payments, without Customer's consent. Customer may
not assign these Terms and Conditions, or any of its rights or obligations herein without the prior written consent of
Seller, Subject to the restrictions in assignment contained herein, these Terms and Conditions will be binding on and
inure to the benefit of the parties hereto and their successors and assigns, No provision of this Agreement or any
Statement of Work willbe deemed waived, amended or modified by either party unless such waiver, amendment or
modification is in writing and signed by both parties, The relationship between Seller and Customer is that of
independent contractors and not that of employer/employee, partnership orjoint venture. lf any term or condition of
this Agreement or a Statement of Work is found by a court of competent jurisdiction to be invalid, illegal or otherwise
unenf orceable, the same shall not aff ect the other terms or conditions hereof or thereof or the whole of this
Agreement or the applicable Statement of Work. Notices provided under this Agreement will be given in writing and
deemed received upon the earlier of actual receipt or three (3) days after mailing if mailed postage prepaid by regular
mail or airmail or one ('1) day after such notice is sent by courier or facsimile transmission. Any delay or failure by either
party to exercise any right or remedy will not constitute a waiver of that party to thereafter enforce such rights,
Version Date: 3-15-2015
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