HomeMy WebLinkAboutCAG2020-280 - Amendment - CDW-G Microsoft - 10 Laptops - 03/24/22 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr: ILS/TD
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep: MC
KEN T This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional)
WASHINGTON Sheet forms.
Originator: Department:
Lynnette Smith IT
Date Sent: Date Required:
> 08/19/2024
0
p. Authorized to Sign: Date of Council Approval:
Q FZ]Director or Designee 08/04/2020
Budqet Account Number: Grant? Yes ZNo
Multiple (PW + IT)
Budget? Yes:No Type: N/A
Vendor Name: Category:
Microsoft Corporation Contract
Vendor Number: Sub-Category:
1480888 Other
0
Project Name: purchase Laptops (10)
E
0 Project Details:purchasing Laptops (10) under approved cooperative purchasing agreement
MNWNC-119, WA DES #05815-008, CAG2020-280, which expires 02/28/2023.
*, VAR/Payee = CDW Government, Inc (V# 33506).
C
Agreement Amount: $17�120.56 Basis for Selection of Contractor: Cooperative Purchase
E *Memo to Mayor must be attached
i Start Date: N/A Termination Date: N/A
Q Local Business'El YesFv(-]No* If meets requirements per KCC3.70.700,please complete'Vendor Purchose-LocalExceptions"form onCityspace.
Business License Verification:Yes El In-Process El Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
F—]Yesw]No CAG2020-280
Comments:
Council authorized future purchases if contract is still active and when
budgeted funds are used on 08/04/2020. Both conditions are true for this
3 purchase and no further signature/authorization is required.
GJ y
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Date Routed to the City Clerk's Office:
ad,V�7i__C Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
ACH INFORMATION: E-mail Remittance To:gachremittance@cdw.com
0 REMIT PAYMENT TO: 0 INVOICE THE NORTHERN TRUST ROUTING NO.: 071000152
50 SOUTH LASALLE STREET ACCOUNT NAME:CDW GOVERNMENT
�r CHI 1o57
CDW Government I II I II II II IIIII I I III INVOICE NUMBER INVOICE DATE CUSTOMER NUMBER
75 Remittance
, IL ce Drive,
Suite 1515 T934473 03/24/22 5022586
Chica15 SUBTOTAL SHIPPING SALES TAX
RETURN SERVICE REQUESTED
$15,550.00 $0.00 $1,570.55
DUE DATE AMOUNT DUE
04/23/22 $17,120.55
CDW Government
CITY OF KENT 75 Remittance Drive
ACCOUNTS PAYABLE Suite 1515
2204TH AVE S Chicago, IL 60675-1515
KENT WA 98032-5895
USA
PLEASE RETURN THIS PORTION WITH YOUR PAYMENT
--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
INVOICE DATE INVOICE NUMBER PAYMENT TERMS DUE DATE
03/24/22 T934473 Net 30 Days 04/23/22
ORDER DATE SHIP VIA PURCHASE ORDER NUMBER CUSTOMER NUMBER
02/03/22 UPS Ground PO 167464 5022586
ITEM NUMBER DESCRIPTION CITY CITY CITY UNIT PRICE TOTAL
ORD SHIP B/O
6503271 SUR LT4 15 17-1 185G7 256/16 W10P 10 10 0 1,555.00 15,550.00
Manufacturer Part Number:51F-00001
Serial No:006235520557
Serial No:008696620657
Serial No:008712320657
Serial No:008910320657
Serial No:009613220557
Serial No:009977320557
Serial No:009984520557
Serial No:010426120557
Serial No:3306323324429
Serial No:3306323414988
GO GREEN!
CDW is happy to announce that paperless billing is now available! If you would like to start receiving your invoices as an
emailed PDF, please email CDW at paperlessbiIling@cdw.com. Please include your Customer number or an Invoice
number in your email for faster processing.
REDUCE PROCESSING COSTS AND ELIMINATE THE HASSLE OF PAPER CHECKS!
Begin transmitting your payments electronically via ACH using CDW's bank and remittance information located at the top
of the attached payment coupon. Email credit@cdw.com with any questions.
ACCOUNT MANAGER SHIPPING ADDRESS: SUBTOTAL $15,550.00
DAN FERNER CITY OF KENT
312-705-6257 MARTA GONZALEZ/IT HELP DESK SHIPPING $0.00
danfern@cdw.com 400 W GOWE ST
SALES ORDER NUMBER KENT WA 98032-6019 SALES TAX $1,570.55
MPNS960 AMOUNT DUE $17,120.55
Cage Code Number 1KH72 HAVE QUESTIONS ABOUT YOUR ACCOUNT?
DUNS Number 02-615-7235 PLEASE EMAIL US AT credit@cdw.com
COX,
ISO 9001 and ISO 14001 Certified VISIT US ON THE INTERNET AT www.cdwg.com
CDW GOVERNMENT FEIN 36-4230110 Page 1 of 1
THE TERMS AND CONDITIONS ARE LIMITED TO THOSE CONTAINED HEREIN AND THE ADDITIONAL TERMS AND CONDITIONS CONTAINED IN THE'TERMS AND CONDITIONS"LINK AT W W CCDW.COM INCORPORATED HEREIN BY REFERENCE ANY
TERMS NOT DEFINED HEREIN ARE DEFINED AT W W W.CDWCOM.ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY YOU("CUSTOMER')ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF
OBM=ON TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCES OR BY ENGAGING THE CD W AFFILIATE IDENTIFED ON THE INVOICE,STATEMENT OF WORK OR OTHER CDW DOCUMENTATION("SELLER')TO PROVIDE PRODUCE 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 FOR THE PROVISION OF PRODUCT OR PERFORMANCE OF SERVICES,IN WHICH CASE THE
SEPARATE AGREEMENT WILL GOVERN.
Important Iof.rtm.fi..Aboot These Terms and Conditions
these Terms and Conditions consfiNte a binding contract between Customer and Seller and are referted to herav as tither"Terms and Conditions"or tlils"Agreement".Customer accepts these Terms and Conditions by making a purchase from or plaavg an order with Seller or shopping on Seller's
Website(the"Site's or otherwise requesting products(the"Pro�c[9')or engaging Seller to perform or procure any Services(as tlils and all capitalized teens are defined herein).
Customer may issue a purchase order for ad oi.i,D fi-purposes oNy.Additional or different teens and conditions contained iv arty such purchase order will be null and void.this Agreement iva.divg the teens contained iv the"Terms and Conditions"link at www.cdw.com wlilch Customer
acknowledges and agrees are incorporated herav by reference contains the entire understanding of the parties with respect to the matters contained herav and supersedes and replaces iv its entirely any and all prior comm.nicafiovs and contemporaneous agreements and understandings,whether oral,
writteq electronic or implied,if any,between the parties with respect to the subject matter hereof.
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 iv the
e ofvonpayment,vather party may ivs[iNte any acfi on iv any forte arising out of these Terms and Conditions more than one(1)year after the cause of.,fiov has arisen.the rights and remedies provided Seller under these Teens and Conditions are cumulative,are iv addition tq and do not limit
or prejudice any other right or remedy available at law or iv equity.
lithe;Risk of Loss
ff Customer provides Seller with Customer's,drier account number or selects a carrier other than a carrier that regularly ships for Seller,title to Products and risk of loss or damage�rivg slilpment pass from Seller to Customer upon delivery to the artier(F.O.B.Origiq freght collect).For all
other slilpmevls,title to Pro�c[s and risk of loss or damage during slilpment pass from Seller to Customer upon delivery to the specified desfivafi on(F.O.B.Des[ivafi on,freight prepaid and added).Nolwiths[avdivg the foregoing,title to software will remain with the applicable licensor(),and
Customer's rights therav are contained iv the license agreementbelween such licensor()and Cus[omer.Apurchasemoney security ivteres[is retained iv thePro�cls to secure payment iv full.Customer authorizes Seller to 51ea5vavavg statement reflecting such securityivteres[avd,if requested,
Customer will record such purchase money security interest on its books.
Payment
Orders arevot binding upon Seller until accepted by Seller.Customer agrees to pay the totalpurchasepricefor the Pro�c[s plus shippivg(to the extent shipping is not prepaid by Customer),iva.ding slilppivg charges that are billed to Seller.,.result.£.sing Customer's artier account number.
Terms of payment are wit}ilv Seller's sole discrefiov.In convecfiov with Services bang performed pursuant to a Statement of Work,Customer will pay for the Services iv the amounts and iv accordancewith arty payment sche�le set forth iv the applicable Statement of Work.Ifvo payment schetbile
is provided,Customer will pay for the Services as invoiced by Seller.Invoices are�e and payable wit}ilv the lime period spedfied 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
ce to Customer.Seller may invoice Customer separately for partial,hi pments,and Seller may invoice Customer for all of the Services described iv a Statement of Work or arty p.rfi..thereof.Customer agrees to pay interest ov all p.s-d.e sums at the lower of one and—half percent(1.5%)
per mouth or the Nglo,A rate allowed by law.In the event of a payment default,Customer will be responsible for all of Seller's costs of collecfioq i.a.di.g,but not limited to,court costs,li bog fees and attorneys'fees.Iv addifi.m,if payments are not received as described above,Seller reserves the
right to suspend Services until payment is received.
Export Sales
If this tran,.,fi.m involves an export of items(i o,hol.g,but not limited to commodities,software or technology),subject to the Export Admi.iA,.fi.m Regulations,such items were exported from the United States by Seller iv accordance with the Export Administration Regulations.Diversion
contrary to United States law is pr.hibiRd
Wart.nfies
Customer underst..d,that Seller is not the manufacturer of the Po.d d,purchased by Customer hereunder and the only wartanfie,offered are those of the manufac—,not Seller or its Affiliates.In purchasing the Po.d d,,Customer is relying.m the manufacurer',Tp cdi cations oNy and is not
relying.m arty statements,Twdi cations,photographs or other illustrations repr th,g the P,.d dt that may be provided by Seller or its Affiliates.SELLER AND ITS AFFILIATES HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES EITHER EXPRESS OR IMPLIED,RELATED TO
PRODUCES,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.m arty prod,[liability or udim ement or alleged
udim ement of arty patent,copyright,trade secret or other i.tal—I property rights(each a"Claim")with respect to arty P,.d d and also waives arty right to i.demnffica i m from Seller or its Affiliates agai.A arty such dim made agai.A Customer by a third party.Customer acknowledges that
..employee of Seller or its Affiliates is authorized to make arty representation or wartanty.m behalf of Seller or any.fits Affiliates that is not iv tlil,Agreement.
Seller wartant,that the Services will be performed iv a good and workmanlike manner.Customer's sole and exclusive remedy and Seller's entire liability with respect to tlil,w.rt..ty will be,at the sole option of Seller,to ather(a)use its reasonable commercial efforts to reperf.rm or cause to be
reperf.rtned any Services not iv subA..fi.]compliance with this wartanty or(b)refund amounts paid by Customer related to the portion of the Services not iv,.bAmfi.l compliance;provided,iv each case,Customer..fifie,Seller iv wrifi.g within five(5)business days after performance of the
applicable Services.EXCEPT AS SET FORTH HEREIN OR IN 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 IMPLIED(INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY,DURABILEEY,TEELE,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-.p and other pr.Rd m of its data and software agai.A loss,damage or corruption.Customer shall be solely responsible for rec.mshu,fivg data(i.a.di.g but not limited to data located.m disk files and memories)and software that may be lost,
damaged or corrupted during the perf.rtmance 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 reTmdbla for and..liability shall result to Seller or a.y of its Affiliates for arty delays iv delivery or iv perf.rtman,e odd,h result from arty araumst..,e,beyond Seller's reasonable c.mtia,i-hol g,but not limited to,Po.d d unavailability,,artier delays,delays doe to fire,
weather covdifiovs,failure of power,labor problems,acts of war,tm n ern,embargo,acts of God or acts or laws of any government or agency.Ay,hi ppi.g dates or completion dates provided by Seller or any purported deadlines,..W-d iv a Statement of Work or any other document are
estimates oNy.
Pr d.g Iof.rtm.fi..;Availability Disclaimer
Seller reserves the right to make adj.s oob to pricing,Po.d d,and Service offerings for reasons i.a.di.g,but not limited to,,h..gi.g market conditions,P,.d d diK mtiv..fi..,P,.d d...vail.bilily,manufacturer price changes,supplier price changes and ert.r,iv advertisements.All orders
s.bj d to Po.d d availability and the availability of Personnel to perform the Services.Therefore,Seller cannot guarantee that it will be able to fulfill C.st.mer',orders If Services are bang perf.rtmed.m a time and materials basis,any fimot.provided by Seller are for planning purposes
only.
Credits
Any credit i,suedby Seller to C.st.merf.r aryo,—.—Abe.sed withi.tw.(2)years from the date that the credit was i,sued..dmay.nlybe.,edf.r f.l.re purchases of,.dud,and/or Services.Ay credit or portion there.f.ot.,ed within the lw.(2)year period will a.t.matically expire
Limitation of Li ability
UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN,WILL SELLER,ITS AFFILIATES OR US 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 LIABLITY 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 IN 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 PRODUCE 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 US AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF:(A)THE DOLLAR AMOUNT PAID
BY CUSTOMER FOR THE PRODUCTS)GIVING RISE TO THE CLAIM OR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM;OR(B)$50,000.00.
Conti demfi.l Infortm.fion
Each party anfiap.te,that it may be necessary to provide access to i.f—ti m of a confidential v,Nre of such party,the Affiliates or a third party(hera.after referted to m"ConfidenfiaI Infortmati.m')to the other party iv the performance of this Agreement and arty Statement of Work.
"Confidential Information"means any infortm.fio.or data iv oral,electronic or written forte which the—eivivg party knows or has reason to know is proprietary or confidential and wW,h is disclosed by a party ut connection with ftil,Agreement or which the receiving party may have access to iv
omn di.m with this Agreement,i.a.di.g b.t.ot limited to the term,..d condition,of each Statement of Work.Confidential Infortmafion will.ot ivcl.de ivfortmafion wWti h:(a)becomes known to the public through vo act of the receiving party;(b)was know,to the,,caving party,or becomes
known to the receiO.g party from a ttd,d party having the right to disclose it and having.o obligation of c.mfide.fialily to the disclosing party with respect to the applicable infortm.fio.;.r()is i.depende.dy developed by agents,employees or subcontractors of the,ecdO.g party who have not
h.d.eces,to,.chi.f—tio..Totheextevtpra,ficable,Confidential Infortmafio.shoddbeclearlyidenfifiedorlabeledassu,hbythedisclosivgparty atthefimeofdisclosureoraspromptlythereafteraspossible,however,failm,tosoidevfifyorlabels..h Confidmfiallnfrrcmatirmwillvotbe
evidence that,.,h information is.ot,onfidenfi.l.r proted.ble
Each party agrees to hold the other party',Confidenfial Iof.rtm.fi.m,.mfide.fial for a period of three(3)years following the date of disclosure and to do so iv a manner at least m protective m it holds its own Confidential Infortm.fio.of like knot but to.,e vo less than a reasonable degree of care
Disclosures ofthe other party',Confi denfi.l Infortm.fio.will be,,,hided(it to thosei.divid..N who are partiapafi.g iv the perf.rtmance ofthi,Agreement or the applicable Statement of Work and need to know such Confidential Infortm.fio.for purpose,ofproviding or receiving the Prod dt or
Services or otherwise iv c.m.ecfio.with ftil,Agreement or the applicable Statement ofWork,or(ii)to its b.,i.e,,,legal and fi.anaal advi sor,,,.ch um.confidential basis.Each party agrees not to.,e any Confidential lnfortm.ti.mof the other parlyforartyp.tpo,e other than the b.si.e„purpose,
,o.templ.ted by this Agreement and the applicable Statement of Work.Upon the written req.e,t of a party,the other party will either return or certify the de,tm,fio.of the Confidential Information ofthe other party.
If a,ecdO.g party i,required by law,rule.r regulation,or requested iv myj.diaal or.dmi.iA,.five pro,eedi.g or by arty governmental or regulatory..thorily,to disclose Confidential Infortm.fio.of the other party,the receiving party will give the diKlo,i.g party prompt.ofi,e of,.,h req.est
,o th.tthe di,aosi.g party may seek an appropriate protective order.r similar protective measure and will.,e reasonable effort,to obtain,.mfide.tial tre.tme.t ofthe Confidential Infortm.fio.,o disclosed.
Recur.Privileges
Toobtai.Seller',reNmpoliry,C.stomer,ho.Idcont.d CDWC.,tomer Relafion,at866.SVC4CDWoremailat C.A—o ,Relatimn,�dw.,om.C.stomerm.stvofify CDWC.stoner Rel afiov,ofarrydamaged P,od d, ithivten(TO)day,of,cedpt.
Arbitrafi on
Any claim,dispute,or controversy(whether iv covtiac[,tort or otherwise,whether preexis[ivg,present or fuNre,and ivcl.divg,but not limited to,s[aNtory,common law,intentional tort and equitable claims)arising from or,dating to the Pro�c[s,the Services,the ivterpretafi on or applicafiov of
these Terms and Conditions.r arty Statement of Work.r the breach,to d..fi.m.r validity thereof,the relafi.mslilp,which result from these Tertm,and C.mdifio.,or arty Statement of Work(i.a.di.g,to the full extent permitted by applicable law,relationship,with third parties who arevot
sig..ton.hereto),or Seller',or arty of its Affiliates'advo,fisi.g or markefi.g(colle,fivdy,a"Claim")WILL BE RESOLVED,UPON THE ELECTION OF ANY OF SELLER,CUSTOMER OR THE THIRD PARTIES INVOLVED,EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION.If arbitration i,chosen,it will be c.md.dt d p.r,uant to the Rules of the American Arbitration A„oa.fio..If arbitr.fio.i,chosen by arty party with respect to a Claim,.ather Seller nor Customer will have the right to litigate that Claim iv,o.rt.r to have.j.ry trial o.that Claim
.r to engage iv pr�-.rbitr.tio.discovery,except a,provided for iv the applicable arbitration riles or by agreement of the parfies involved.Further,C.,t.mer will not have the right to parficipate a,a representative or member of arty class of claimant,pertai.i.g to arty Claim.NotMthst..di.g arty
choice of l.w provision i.cl.ded iv these Term,and Co.difi.m,,this arbit,.fi.m agreement i,,ubj ed to the Federal Arbitration Act(9 U.S.0§§1-16).the arbit,.fi.m will take place ex,l.sively iv Clilcago,Illinois.Any cost h.vi.g j.ri,dicfi.m may enter j.dgment o.the award rendered by the
arbitrator(,).Each party involved will bear it,own cost of arty legal repre,ent.fio.,discovery.r research required to complete arbitration.the existe.,e or result,of arty arbit,.fi.m will be treated a,confidential.Notwithstanding arrylhi.g to the,.ntrary,o.t.i.ed herd.,all matters pertai.i.g to the
,olle,fio.of amount,d.e to Seller ari,i.g o.t ofthe Prod.d,or Services will be excl.,ively litigated iv,o.rt rather than thro.gh arbitr.fio..
Mi,cellaveo.,
Seller may.,sig.or,.b,.mtr.et all.r arty porfion of it,right,.r obligation,with respect to the,ale of Prod.et,or the performance of Service,.r a„ig.the rigbt to,,cave payment,,Mtho.t Customer',consent C.st.mer may not a„ig.these Team,and Condition,,.r arty of its right,or
oblig.fiov,herd.Mtho.tthepri.r flttenc.m,entof Seller S.bjedtothere,hlefi.m,i..„ig.me.t,ovt.i.edhera.,th.,T—. mdCo.difio.,willbebi.di.g.m..divuretothebenefitofthepartiesheraoandtheir,u„e,,.r,and.,sig.,.Nop,oOso.oftw,Agreement...YStateme.tof
Work will be deemed waived,amended or modified by ather party unless such waiver,amendment or modift tio.i,iv wrifi.g and sig.ed by both parties.the rel afio.,lilp between Seller and Customer i,that of i.dependmt,.ntr.ctor,and not that of employer/employee,p,mn,r lilp.,joint
—too,If arty team.r condifion of this Agreement or a Statement of Work i,found by a court of,ompat.tj.ri,di,fio.to be invalid,illegal.r otherwi,e..enf.r,eable,the same shall not affect the other team,.r condition,hereof or thereof.r the whole of this Agreement.r the applicable
Statement of Work.Notices provided under tlil,Agreement will be given iv wrifi.g and deemed recaved.po.the earlier of.-.1 receipt.r twee(3)day,after mailing if mailed postage prepaid by regular mail or airmail or one(1)day after,.,h.ofice i,sent by courier or facsimile t,m..i,si.m.
Any delay.r failure by either party to e.e d e arty right.,remedy will not,.n,fiNte a waiver of that party to thereafter enfor,e,u,h rigbt,.
V er,i.m Date:02/23/2010