Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 13 (XRX Initial Here)
o Allow the Xerox® Capture and Content App to be installed o Enable SNMP Web Services setting
Enable and configure the proxy setting, if the Xerox® Capture and Content App Authorized Equipment is on a network that uses a proxy to access the internet.
ID Activity Accountable
1. Identify and provide make, models, serial numbers, and physical address of the Xerox® Capture and Content App Authorized Equipment on which the Xerox® Capture and Content App is to be deployed
Customer
2. Remotely deploy the Xerox® Capture and Content App
Note: Customer must allow remote access by Xerox to the Xerox® Capture and Content App Authorized Equipment
Xerox
3. Submit test Documents via the Xerox® Capture and Content App for CRT Customer
4. Upon completion of CRT, submit Documents via the Xerox® Capture and Content App
Customer
5. Update and maintain Xerox® Capture and Content App Authorized Equipment during Service Operations
Xerox and Customer
3.2.6 Capture and Content Services Dashboard (Reporting) The Capture and Content Services Dashboard (“C&CS Dashboard”) provides End Users with convenient and simple-touse access to Scanning analytics. The C&CS Dashboard displays the raw data that is collected during the Scanning process. Such raw data may not align with reports and invoices provided to Customer.
ID Activity Accountable
1. Configure Xerox hosted C&CS Dashboard Xerox
3.2.6.1 Capture and Content Services Dashboard Terms of Use:
Access to the C&CS Dashboard is via username and password. Customer shall: (a) advise Xerox as soon as reasonably practicable of any known or reasonably suspected unauthorized use of any password or account on the C&CS Dashboard or any other known or reasonably suspected breach of security; (b) use commercially reasonable efforts to ensure that Customer’s use of the C&CS Dashboard shall at all times comply with all applicable laws.
3.2.6.2 Capture and Content Services Dashboard General Assumptions Any Scanning volumes displayed in the C&CS Dashboard are raw Scanning volumes and not invoiced Scanning volumes.
The C&CS Dashboard is implemented to display information commonly to all End Users in English. Requests for additional languages may be quoted upon request and documented via the Change Control Process.
Account Team: Capture and Content Service Dashboard Terms of Use If including additional languages, beyond the standard for the applicable country/countries, to be supported by the C&CS Dashboard, ensure applicable costs are included in the Business Case, Delivery has approved and update the paragraph below to include the languages to be supported DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 14 (XRX Initial Here)
3.2.7 Electronic Document Availability
ID Activity Accountable
1. Establish the EDMS for which the data shall be imported into Note: See the EDMS Schedule attached to this SOW
[Xerox or Customer]
2. Provide electronic access, including access rights, to Customer’s SFTP site to Xerox (if applicable)
Customer
3. Provide folder for Xerox to import Image Files (data), sub-folders, if applicable Customer
4. Place all Image Files (i.e., PDF, TIF, etc.) and associated metadata (if applicable) into the EDMS
Note: Utilize the file naming convention in accordance with Exhibit A: Services Scope Assumptions.
Xerox
3.3 Customer Requirements-based Testing (CRT)
ID Activity Accountable
1. Develop a Project Plan for the Customer Requirements-based Testing (CRT) Xerox and Customer
2. Provide Xerox with a representative sample set of Documents for CRT. This representative sample set shall cover all Document Process Types that Xerox shall be responsible for Scanning
Note: This representative sample shall act as the baseline for any future Document quality and / or Image quality related queries between the Parties Note: Additional charges may apply, and shall be documented via the Change Control Process, if Customer submits to Xerox additional Document and/or Document Process Types, as part of the original CRT representative sample set documented in this SOW
Customer
3. Retain Customer provided CRT documents resulting from testing Xerox
4. Conduct CRT on representative samples of the source material as provided by the Customer against parameters and specifications of this SOW Xerox
5. Present results of CRT to Customer Xerox
6. Agrees to CRT completion and signs off on migration from the Staging Environment to the Production Environment
Customer
3.3.1 Customer Requirements-based Testing (CRT) Acceptance Criteria Xerox shall submit an Acceptance Signoff document to Customer for review and approval (signature) at the completion of CRT for each Document Process Type. Acceptance of the completion of CRT for each Document Process Type shall be acknowledged by the signature of an Acceptance Signoff document by the Customer. The Acceptance Signoff document Account Team: Electronic Document Availability
If ID #1 is Customer, keep ID #1, #2, #3, and #4, delete the “Note” regarding the EDMS Schedule in ID #1 If ID #1 is Xerox, delete ID #2 and #3, and attach the applicable EDMS Schedule to the C&CS SOW DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 15 (XRX Initial Here)
shall be considered approved if Customer has not responded to the request for signature of the Acceptance Signoff document within ten (10) Business Days.
3.4 Change Management
Change Management is a communication process that enables the Customer to inform and prepare their End Users for the introduction of new technology and processes related to the Services. A communication plan shall be mutually agreed upon by the Parties, developed and implemented by the Customer throughout Transition.
ID Activity Accountable
1. Advise Customer in support of Customer’s change management efforts Xerox
2. Develop and produce content and distribution methods of all communications Customer
3.5 Transition Delay
Xerox shall not be liable for failure to meet the Project Plan or the SLAs where Xerox is unable to establish the Services aligned to the assumptions in Exhibit A: Services Scope Assumptions, due to a Customer Caused Delay. A Customer Caused Delay may result in Transition Delay charges as listed in the Section 6 Pricing.
If there is more than a [insert timeframe] delay in the Transition Project Plan due to a Customer Caused Delay, the Parties agree to revise the Project Plan. Transition Delay charges, if applicable, shall be processed via a change control document agreed to by the Parties in writing. Customer acceptance of the change control document shall not be unreasonably withheld.
Account Team: Transition Delay
If SLAs are not In-Scope to the scope of this SOW, delete “or the SLAs” in first sentence of the first paragraph below Change [insert timeframe] to align with the scope, timeline, and identified risks associated with the scope of this SOW. An example of the format is as follows: two (2) months, or thirty (30) days, or two (2) weeks, etc.
Any other changes to the language in the Transition Delay section required written approval of the responsible Delivery Controller and VP of Delivery Operations
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 16 (XRX Initial Here)
4 SERVICE OPERATIONS
4.1 Governance and Performance
The Parties shall meet on a regular basis to enable timely and accurate communication; allow for planning and alignment with Customer’s objectives and requirements as set forth in this SOW; and provide timely resolution of issues. Meetings may include On-Site, web conferencing, and/or teleconference meetings.
ID Activity Accountable
1. Provide a representative to lead and monitor the provision of the Services and be the main point of contact for coordination during Service Operations Xerox and Customer
2. Document meeting minutes and distribute to all attendees Xerox
3. Ensure appropriate personnel are available for meetings, including IT contact and Executive Sponsor
Customer
4.1.1 Operational Reviews
Xerox shall schedule joint communication and status review meetings with the Customer’s designated focal point as required. Xerox recommends a monthly operations review. Topics discussed may include:
- Open issues and progress toward resolution
- Proposed /impending changes
- Status of special projects
- Customer support requirements
- Customer management support
- Communication needs
- Performance Reporting
4.1.2 Quarterly Business Reviews
A formal management meeting to discuss the Services and their relationship to the Customer’s strategic business goals shall be conducted on a mutually agreed upon schedule. Xerox recommends a quarterly business review where applicable. Topics discussed may include:
- Review of the SLA reports and trends for the quarter
- Review of overall Services
- Review of the progress of the resolution of previously discussed open issues - Innovation proposals and opportunities
- Major business and technology changes affecting the Services
4.2 Document Capture
4.2.1 Document Transportation and Receipt
ID Activity Accountable
1. Schedule delivery, collection points, shipment sizes, and all other transportation related matters
Xerox and Customer
2. Responsible and liable for the logistics handling and transportation of all Documents to and from the C&CS Facility, including all associated costs Note: When providing Documents to Xerox for Scanning, provide a Manifest, in a similar format to the table below, that includes a detailed accounting of the Boxes Customer
Account Team: Document Transportation and Receipt
If you change ID #2 you must change ID #4 to match
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 17 (XRX Initial Here)
ID Activity Accountable
Note: If transporting multiple Boxes, said Boxes shall be shrink-wrapped and securely loaded onto pallets, prior to transportation to the C&CS Facility
3. Reconcile the delivery against the Manifest and notify Customer of any discrepancies (if applicable)
Xerox
4. Resolve discrepancies between the delivery and the Manifest (if applicable) Customer An example of the Manifest format is provided below, for illustrative purposes only:
Manifest Assumptions (Example)
e.g: Pallet Number e.g: Box Number e.g: Document
Process Type
e.g: Reference
Number
e.g: Date
e.g: 12 e.g: 365 e.g: Invoice e.g: INV000098 e.g: 05262018
4.2.2 Mail Transportation and Receipt
ID Activity Accountable
1. Establish PO Boxes for the C&CS Facility
Note: Customer shall be responsible for any applicable PO Box charges.
Customer
2. Assist Customer with establishing dedicated PO Boxes for the C&CS Facility Xerox
3. Work with the applicable postal mail service to redirect ‘day-forward’ physical postal deliveries to dedicated PO Boxes for the C&CS Facility Customer
4.2.3 Electronic Document Submission
ID Activity Accountable
1. Submit electronic Documents to Xerox utilizing the inbound (Customer to Xerox) SFTP site (separate from EDMS), Xerox® Capture and Content App (where applicable), and/or Email address to required specification as provided by Xerox Customer
4.2.4 Document Preparation
ID Activity Accountable
1. If requested by Customer, perform verification step on Documents to be Scanned that is applicable to the context of the Scanning activity. Additional charges may apply and shall be documented via the Change Control Process.
Examples:
- Document to be Scanned is the Customer’s invoice
- Document to be Scanned is a Customer patient record
Note: See Exhibit F: Standard Document Preparation Activities.
Xerox
Account Team: Document Preparation
Update/edit the bulleted list of examples in ID #1 based on the scope of the solution for your customer.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 18 (XRX Initial Here)
ID Activity Accountable
2. If requested by Customer, remove any Documents that are not required to be Scanned.
Note: Additional charges may apply and shall be documented via the Change Control Process
Xerox
3. Remove Simple Bindings from the hardcopy Documents Xerox
4. Remove Non-Simple Bindings
Note: Additional charges may apply and shall be documented via the Change Control Process.
Note: Where Xerox is not able to remove a binding due to the potential compromise of the Document integrity then it shall be raised to the Customer as an exception through the Service Request Management process.
Note: Xerox shall photocopy any folder/plastic wallet/etc. found within the Document container (i.e., file/folder/ envelope) containing information relating to the contents of said Document.
Xerox
5. Documents contained within envelopes shall be opened and both the Documents and the envelopes shall be scanned
Xerox
6. Identify and mark Poor Quality Documents or Cherished Documents prior to Scanning
Xerox
7. Complete Light Repair on Documents Xerox
8. Group Documents and submit for Scanning Xerox
4.3 Scanning
4.3.1 Document Scan Process
ID Activity Accountable
1. Convert Documents into Images
Note: Xerox is not liable for Scanning Documents, provided by Customer to Xerox, which are considered confidential, proprietary and/or other legal determination by Customer or Customer’s customer nor actions of Customer stemming from the use of the Image.
Xerox
2. Apply unique name to each file Xerox
Account Team: Document Scan Process
If Customer requests to delete the Note: in ID #1, exception approval is required. The team will need to engage OGC and Service Delivery
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 19 (XRX Initial Here)
ID Activity Accountable
3. Perform automated Image clean up but shall not be adjusted on an Image-byImage basis. The following automated Image cleanup shall be applied:
- Auto De-skew
- Auto Black Border Removal
Note: Characteristics of Images or quality of the source paper may deteriorate the effectiveness of the automated cleanup tools
Note: Manual correction of anomalies may be required, and additional charges may apply and shall be documented via the Change Control Process.
Xerox
4.3.2 Currency or Negotiable Documents Scan Process
ID Activity Accountable
1. Log Currency and Negotiable Documents for audit purposes Xerox
2. Send Currency and Negotiable Documents to Customer at Customer’s expense Xerox
4.4 Indexing
ID Activity Accountable
1. Provide the Master Data format and structure specification Xerox
2. Provide upload instructions and rules to Customer Xerox
3. Provide Master Data or electronic access (i.e., access to Customer’s Active Directory, etc.) of Indexing specifications to Xerox as per the Xerox provided instructions
Customer
4. Utilize the Exhibit C: Indexing Specifications, Index attribute data Xerox
4.5 Quality Assurance
ID Activity Accountable
1. Provide Image and Indexing quality assurance
- See Exhibit D: Good Quality Image Review Requirements Note: Customer is responsible for the quality of the Image where the original Documents received for processing contain faint or illegible information, or where the Document contains information that has not been recorded in either black or blue ink.
Xerox
2. Recheck Pages where Image quality fails the above review and Rescan - If the Image is identified as Poor Quality and optionally marked as best available source, Xerox shall not be required to Rescan Xerox
4.6 Data Export and Release
ID Activity Accountable
1. Images and associated metadata shall be exported and released into the applicable EDMS
Xerox
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 20 (XRX Initial Here)
4.7 Original Document Disposition
4.7.1 Document Storage
ID Activity Accountable
1. Store the hardcopy Documents as outlined in Exhibit A: Services Scope Assumptions
Note: Documents set for destruction shall incur Document storage charges, as outlined in the “Pricing” section below, following Image Availability Period to Customer.
Xerox
2. Request access to the physical documents. Customer
4.7.2 Document Return
ID Activity Accountable
1. Schedule delivery, collection points, shipment sizes, and all other transportation related matters
Xerox and Customer
2. Responsible and liable for the logistics handling and transportation of all Documents from the C&CS Facility back to Customer
Note: Customer is responsible for all associated transportation costs.
Note: When returning Documents to Customer, provide a Manifest, in a similar format to the Manifest Assumptions table under Document Transportation and Receipt section, that includes a detailed accounting of the Boxes.
Note: If transporting multiple Boxes, said Boxes shall be shrink-wrapped and securely loaded onto pallets, prior to transportation to Customer.
Xerox
3. Return hardcopy Documents, per Exhibit A: Services Scope Assumptions, to Customer designated location at the Customer’s expense
Xerox
4. Reconcile the delivery against the Manifest and notify Xerox of any discrepancies Customer
5. Resolve discrepancies between the delivery and the Manifest Xerox
4.7.3 Original Document Destruction
ID Activity Accountable
1. All original Documents associated with the applicable Images shall be destroyed upon completion of the Image Availability Period and Email Availability Period Xerox
2. Certificate(s) of destruction shall be provided to the Customer upon completion of the destruction process, if requested by Customer
Xerox
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 21 (XRX Initial Here)
4.8 Service Request and Incident Management
4.8.1 Service Request Management
ID Activity Accountable
1. Utilizing the Xerox provided process, submit the Service Request to Xerox Note: Xerox shall reject any Service Requests that do not follow the documented process
Note: All Customer requested Service Requests shall be charged as outlined in the Pricing section unless otherwise quoted
Customer
2. If Service Requests (which may include but are not limited to Rescan, Expedited Scan and/or original Document Requests) are rejected by Xerox, respond to the Customer by Email, providing the reason for the rejection Xerox
3. If desired, request that the rejected Service Request be completed by notifying Xerox
Customer
4. Complete Service Requests per the processes outlined below Xerox
4.8.1.1 Rescan Requests
ID Activity Accountable
1. Retrieve the physical Document(s) Xerox
2. Complete the following activities:
- Review the quality of the original Document(s), if this is deemed Poor Quality it shall be marked ‘Poor Quality Original’
- Photocopy the original Document(s) and place the copy of the original Document in place of the original(s) noting the date Rescanned Note: Xerox shall only be able to Rescan Documents that are not destroyed, returned to Customer or moved to long term storage. Documents in long term storage to be Rescanned shall be charged as outlined in the Pricing section Xerox
3. Scan the Document as a Rescan Document Process Type Xerox
4. The Xerox shall confirm the new unique identifier and the Rescan date Xerox
4.8.1.2 Expedited Scan Process
ID Activity Accountable
1. Utilizing best effort, process remaining steps in the Document Scan Process Xerox
4.8.1.3 Original Document Request
ID Activity Accountable
1. Retrieve the physical Document(s) Xerox
2. Ship original Documents to Customer
Note: Xerox shall only mail original Documents that are in Document storage managed by Xerox
Xerox
4.8.1.4 Xerox Tools User Access Request
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 22 (XRX Initial Here)
ID Activity Accountable
1. Request End User access to Xerox Tools
Note: If request for End User access to Xerox Tools exceeds the number of included End User log in credentials outlined in Exhibit A, additional charges shall apply as outlined in the Pricing section below
Customer
2. Evaluate request for End User access to Xerox Tools Xerox
3. Update and provide Xerox Tools system End User access to Customer, if applicable Xerox
4.8.2 Service Incident Management
Customer may create a Service Incident via one of the means noted in the Service Request Management section above.
If a Service Incident reported to Xerox is identified as an issue that the Customer is responsible for resolving, including without limitation, End User access to Xerox Tools solution (if applicable), passwords to EDMS solution (if applicable) are expired, etc., then the Xerox shall send the Service Incident to the Customer for closure/resolution, along with any available problem identification information that was provided to Xerox.
4.8.2.1 Standard Service Elements
ID Service Elements Accountable
1. Standard Support Hours: Business Hours Xerox
2. Language(s) Supported: English. Other languages may be available at additional cost
Xerox
4.8.2.2 Service Incident Process
ID Activity Accountable
1. Customer identifies and initiates a Service Incident utilizing the Xerox provided support process
Customer
2. Evaluate submitted Service Incident. Where Xerox is responsible, perform resolution activities
Xerox
3. Notify Customer upon completion of Service Incident resolution Xerox Account Team: Standard Service Elements
Standard Support Hours can be modified if they are different from the Scanning Hours.
Note: This is not a central point of contract (i.e. a help desk). The hours of support and language supported are determined/approved by Service Delivery
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 23 (XRX Initial Here)
5 SERVICE LEVEL AGREEMENTS
5.1 SLA Metrics
Each Service Level Agreement (SLA) described in this section is the standard against which Xerox’s performance shall be measured. The measurement of any SLA under this SOW excludes any out-of-scope services including, but not limited to any Ad Hoc Requests. The SLAs are based on the reasonable achievement of and staying within the specifications outlined in Exhibit A: Services Scope Assumptions. Any metrics shown/outlined in the Xerox Tools, reporting, etc., but not listed in this section, are not considered Service Level Agreements below and simply used as Key Performance Indicators (KPIs). Key Performance Indicators are intended by the Parties to be another set of metrics to measure the performance of the Services outlined under this SOW. However, in no event shall failure to meet SLAs and/or KPIs be considered a breach by Xerox of its obligations under this SOW.
Except as otherwise specified, all references to hours shall be on the Business Days/Hours of the C&CS Facility as outlined in this SOW.
Capture and Content Services SLAs
Service Level Agreement
(SLA)
SLA Measurement Criteria Service Level
Agreement
SLA Attainment
Image Turnaround Time Percent of Images made available in the EDMS within the SLA monthly
Note: Excludes all specified Document
Process Type Image Turn Around Time
SLAs (if applicable)
Next Business Day 95%
Image Turnaround Time – [insert
Document Process Type X]
Percent of [insert Document Process
Type X] Images made available in the
EDMS within the SLA monthly
Next Business Day 95%
Index Accuracy Percent of accurate Index fields within
the SLA
Monthly Index Accuracy 98%
Image Quality Percent of Good Quality Images within
the SLA monthly
Image Quality 95%
Rescan Image Turnaround Time Percent of Rescanned Images made available in the EDMS within the SLA
monthly
Three (3) Business Days 95%
Account Team: SLA Metrics
Any changes to the SLAs must be reviewed and approved by Service Delivery.
Document Process Type SLAs are by exception and must be reviewed and approved by Service Delivery. Document Process Type SLAs can only exist in the SLA table if Document Process Type is outlined in the Pricing Section of this SOW.
If Document Process Type is not selected in the Pricing Section, delete the Document Process Type SLA row in the table below
If the Customer requires heavy or time consuming Indexing, consider incremental Business Days to the SLAs below where applicable
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 24 (XRX Initial Here)
5.2 SLA Measurement
Image Turnaround Time
SLA Definition The duration in time required to convert a Document to an Image and make the Image available within the EDMS each calendar month. Image Turnaround Time is measured from the time Xerox begins the Scanning process to the time the Document, as converted into an Image, is available in the EDMS. For the purpose of this Service Level, any Document received after 10:00am shall be treated as if it were received on the following Business Day.
Measurement Basis Basis: The % of Images made available in the EDMS within the SLA performance specification.
Measurement
Computation
Image Turnaround Time = % of Images made available within the EDMS within the SLA performance specification for a given calendar month divided by the total number of Scanned Images in that same calendar month.
Example:
January = 19,876 Images made available in the EDMS within the SLA / 20,000 Scanned Images in the same calendar month = 99.3% achievement
Note: Other unplanned outages not included in the computation include, but are not limited to power failure, network failure, virus or other Customer limitation, Force Majeure event, misuse, abuse, operational exceptional event, or Customer-caused failure.
Index Accuracy
SLA Definition The percentage of Index fields verified to be accurate in accordance with Exhibit C: Indexing Specifications. Accuracy, for purposes of this Service Level Agreement, means that the Index fields captured by Xerox and delivered to the Customer match the Image from the original Document provided by the Customer.
Measurement Basis Basis: The % of accurate Index fields made available in the EDMS within the SLA performance specification.
Measurement
Computation
Index Accuracy = % of Index fields, without defects, made available in the EDMS within the SLA performance specification for a given calendar month, divided by the total quantity of Index fields made available in the EDMS in that same calendar month. Defects, for the purposes of this Service Level Agreement, means defects within the Index fields identified and reported by Customer and verified and accepted by Xerox.
Example:
January = 19,876 accurate Index fields made available in the EDMS within the SLA / 20,000 Index fields made available in the EDMS in the same calendar month = 99.3% achievement Image Quality
SLA Definition The number of Scanned Images verified to be correct against the original Document in accordance with the Good Quality Image specification listed below:
- at the agreed resolution in DPI
- uncropped reproduction of the Page
- with skew under 10% from the original Document
- contrast between text and background consistent with original Document - characters reproduced at the same size/proportion as the original Document - absence of darkened borders at Page edges, except if they are in the original Document
- absence of wavy or distorted text, except if they are in the original Document - no missing Pages
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 25 (XRX Initial Here)
5.3 Excusable Events
Achievement of the SLAs as outlined above is based on reasonable achievement and that the total process volume aligns with the assumptions outlined in Exhibit A: Service Scope Assumptions. If any of the following events occur, such events shall be excused from the SLA calculations:
- Customer willful misconduct
- Customer violations of law
- The failure of [insert Customer or Customer’s service providers name] (not under contract to Xerox) to deliver its Services in a timely manner, which caused Xerox to not achieve an SLA; for clarity, this excuse for non-performance does not apply if a Xerox contractor or subcontractor caused the non-achievement of an SLA - Customer’s failure to meet any Customer responsibilities as outlined in this SOW - The total processing volume in a month being one hundred and twenty percent (120%) more than the total number of Expected Monthly Volume of Scanned Images, see Exhibit A: Services Scope Assumptions Measurement Basis Basis: The % of Scanned Good Quality Images made available in the EDMS within the SLA performance specification.
Measurement
Computation
Image Quality = % of Scanned Good Quality Images made available within the EDMS within the SLA performance specification for a given calendar month divided by the total number of Scanned Images made available in the EDMS in that same calendar month. Defects are identified and reported by the Customer and then verified and accepted by Xerox.
Example:
January = 19,876 Scanned Good Quality Images made available in the EDMS within the SLA / 20,000 Scanned Images made available in the EDMS in the same calendar month = 99.3% achievement.
Rescan Request Turnaround Time
SLA Definition The duration in time required to convert a Document to an Image(s) and make the Image(s) available within the EDMS; starting from the time Xerox receives a Rescan request to the time the Document, as converted into an Image(s), is made available in the EDMS.
Measurement Basis Basis: The % of Rescanned Images made available in the EDMS within the SLA performance specification.
Measurement
Computation
Rescan Request Image Turnaround Time = % of Rescanned Images made available within the EDMS within the SLA performance specification for a given calendar month divided by the total number of Rescanned Images in that same calendar month.
Example:
January = 19,876 Rescanned Images made available in the EDMS within the SLA / 20,000 Rescanned Images in the same calendar month = 99.3% achievement.
Note: Other unplanned outages not included in the computation include, but are not limited to power failure, network failure, virus or other Customer limitation, force majeure event, misuse, abuse, operational exceptional event, or Customer-caused failure.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 26 (XRX Initial Here)
6 PRICING
6.1 Pricing Overview
The charges for various Services (“Price” or “Pricing”) included in this SOW are detailed in this section and excludes all applicable taxes per the Agreement. Pricing for the Service Charges are set forth in the signed Order to which this SOW is attached and invoiced upon the activation of Services. Transactional, Incremental and Ad Hoc Request charges shall be invoiced as incurred. Pricing is contingent upon the assumptions in Exhibit A: Services Scope Assumptions. Xerox reserves the right to amend the Pricing if the actual volumes/assumptions vary from Exhibit A: Services Scope Assumptions, via the Change Control Process.
6.2 Scanning Volume Ramp Up Timeline
Customer shall deliver Documents in line with the Scanning volume ramp up timeline outlined in Exhibit A: Services Scope Assumptions. The Scanning volume ramp up timeline is subject to change based on additional opportunities and/or changes in the assumptions outlined in this SOW and mutually agreed to by the Parties, via the Change Control Process.
6.3 Service Charges
Item Description Unit of Measure Per Unit of Measure Charge Setup Charge A one-time setup charge to initiate
Services
One-time See Order to which this SOW is
attached
Monthly
Service Charge
Ongoing monthly charges for Services;
may include a minimum monthly
volume as outlined in Section 6.4
below
Note: If the actual monthly volume for
a given Standard Transactional line
item exceeds the Minimum Monthly
Volume in a given month, Customer
shall be invoiced for the Incremental
Monthly Volume as detailed in Section
6-4 below
Note: Excludes Standard
Transactional, Incremental
Transactional, Incremental Processing
and Ad Hoc Charges
Monthly See Order to which this SOW is
attached
Account Team: Service Charges
Remove the Setup Charge row in the table below (future option not available currently) Note: If this pricing models is not viable for an opportunity, escalate and engage the Sales and Delivery Controllers for alternate pricing options (if available)
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 27 (XRX Initial Here)
6.4 Standard Transactional Charges
Scenario #1
Item Unit of
Measure
(UOM)
Charge per UOM above
Minimum Monthly Volume
Minimum Monthly Volume
Scanned Images Per Image [insert price] [insert volume] Scanned Images – Flatbed Scanning Per Image [insert price] [insert volume] Ingested Images (e.g., inbound Email) Per Image [insert price] [insert volume] Standard Transaction Charges Calculation Example
Scan activity using the table above would be calculated as following:
1 When over the Minimum Monthly Volume:
a. (Scanned Images Charge per UOM) x (Incremental Monthly Volume) Scenario #2
Item Unit of
Measure
(UOM)
Charge per UOM above
Minimum Monthly Volume
Minimum Monthly
Volume
Scanned Images – Black and White Per Image [insert price] [insert volume] Scanned Images – Color / Grayscale Per Image [insert price] [insert volume] Scanned Images – Wide Format Documents
– Black and White
Per Image [insert price] [insert volume]
Account Team: Standard Transactional Charges
Select Scenario #1, #2, or #3 and delete the other two (including their applicable examples) and the Table headers for “Scenario “X” as well.
Insert the prices and minimum monthly volume number from the Evaluation Tool.
If no Minimum Monthly Volume is included within the Monthly Service Charge, insert “zero (0)” in the Minimum Monthly Volume.
Account Team: Standard Transactional Charges – Scenario #2 If you are proposing Scenario #2 with an Accounts Payable solution, delete the following rows in the table below as they are not supported under an Accounts Payable solution:
Scanned Images – Wide Format Documents – Black and White Scanned Images – Wide Format Documents – Color / Grayscale Scanned Images – Long Format Documents – Black and White Scanned Images – Long Format Documents – Color / Grayscale DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 28 (XRX Initial Here)
Item Unit of
Measure
(UOM)
Charge per UOM above
Minimum Monthly Volume
Minimum Monthly
Volume
Scanned Images – Wide Format Documents
– Color / Grayscale
Per Image [insert price] [insert volume]
Scanned Images – Long Format Documents
– Black and White
Per Image [insert price] [insert volume]
Scanned Images – Long Format Documents
– Color / Grayscale
Per Image [insert price] [insert volume]
Scanned Images – Flatbed Scanning Per Image [insert price] [insert volume] Ingested Images (e.g., inbound Email) Per Image [insert price] [insert volume] Standard Transaction Charges Calculation Example
Scan activity using the table above would be calculated as following:
1 When over the Minimum Monthly Volume
a. (Scanned Images Charge – Black and White Charge per UOM) x (Incremental Monthly Volume) Scenario #3
Item Document
Type
Unit of Measure
(UOM)
Charge per UOM
above Minimum
Monthly Volume
Minimum Monthly
Volume
Document Process Type 1 Generic Per Document [insert price] [insert volume] Document Process Type 2 [Insert Type] Per Document [insert price] [insert volume] Document Process Type 3 [Insert Type] Per Document [insert price] [insert volume] Document Process Type 4 [Insert Type] Per Document [insert price] [insert volume] Box Scanning Per Box [insert price] [insert volume]
Standard Charges Calculation Example
Scan activity using the table above would be calculated as following 1 When over the Minimum Monthly Volume:
a. (Document Process Type 1 Charge per UOM) x (Incremental Monthly Volume) Account Team: Standard Transactional Charges – Scenario 3 If the proposed pricing solution requires fewer than 4 Document Process Types, delete the rows as necessary.
If the proposed solution requires more than 4 Document Process Types, add additional rows Document Type examples are: Invoice Profile 1, Claim, Contract, etc. Formatted: French (France) DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 29 (XRX Initial Here)
6.5 Incremental Transactional Charges
Note: The charges listed in the table below are incremental to the charges in the table above.
Item Unit of Measure Per Unit of Measure Charge
Cherished Document Handling Charge Per Document [insert price] Currency or Negotiable Documents Handling Charge,
including Checks
Per Document [insert price]
Expedited Scan Charge Per Image [insert price]
Document Retrieval Charge Per Document [insert price]
Rescans (excludes Document Retrieval charges) Per Image See the applicable charge in Section 6.4 Standard
Transactional Charges
Incremental End User Access Request Per End User [insert price] Non-Simple Binding Removal Per bind [insert price]
Document Storage – On-Site at C&CS Facility (following
Image Availability Period)
Per Box per month [insert price]
Document Storage – Off-Site from C&CS Facility (following Image Availability Period)
Per Box per month [insert price]
Document Destruction Per Box [insert price]
Manually count hardcopy Pages before Scanning Per Page [insert price] Document Refile Per Document [insert price]
Exception handling fee
Note: Covers any exceptions not outlined in Section 4:
Service Operations
Per Exception [insert price]
Repair (requires more than Light Repair activities) Per Item [insert price] Manual rotation of Images during Quality Assurance (QA) Per Image [insert price] Incremental Transaction Charges Calculation Example
Activity using the table above would be calculated as following:
Note: Sample Document charges calculation assumes a single Document of a single Image and is a Cherished Document that the Customer has requested, for their own purposes, a Rescan. 1 Original Scan of the example above would be calculated as:
a. Per Image = (Standard Transactional Charges as calculated in Section 6.4 above) + (Cherished Document Handling Charge)
Account Team: Incremental Transactional Charges
Delete rows that do not apply to your proposed solution. You must have an Index Charge for each Document Type listed in Exhibit A: Services Scope Assumptions
If Scenario #3 includes a Document Process Type for Cherished Document Handling and/or Currency or Negotiable Documents Charge, including Checks, then delete those rows in the table below.
If, under Exhibit A: Services Scope Assumptions, Processing, Required to count hardcopy Pages is “no”, delete/remove the “Count hardcopy Pages” row from the table Formatted: French (France)
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 30 (XRX Initial Here)
2 Customer requested Rescan of the example above, when each of the individual activities are re-performed, they would be calculated as:
a. (Document Retrieval Charge) + (Standard Transactional Charges as calculated in Section 6.4 above) + (Cherished Document Handling Charge)
6.6 Incremental Processing Charges
Item Document Type Unit of Measure Per Unit of Measure Charge Index Charge – Document Process Type 1 Generic Per Document [insert price] Index Charge – Document Process Type 2 [Insert Type] Per Document [insert price] Index Charge – Document Process Type 3 [Insert Type] Per Document [insert price] Index Charge – Document Process Type 4 [Insert Type] Per Document [insert price] Optical Character Recognition (OCR) - Searchable PDF Per Image [insert price] Incremental Processing Charges Calculation Example
Activity using the table above would be calculated as following: sample Document charges calculation assumes a single Document of a single Image and is a Cherished Document that the Customer has requested, for their own purposes, a Rescan. This Document is a Document Process Type 1 and also includes an Index Charge. 1 Original Scan of the example above would be calculated as:
a. Per Image = (Standard Transaction Charges as calculated in Section 6.4 above) + (Cherished Document Handling Charge) + (Index Charge – Document Process Type 1) 2 Customer requested Rescan of the example above, when each of the individual activities are re-performed, they would be calculated as:
a. (Document Retrieval Charge) + (Standard Transaction Charges as calculated in Section 6.4 above) + (Cherished Document Handling Charge) + (Index Charge – Document Process Type 1)
6.7 Ad Hoc Request Charges
Ad Hoc Request charges shall be applicable for the following Services. - The following Ad Hoc Request activities, but not limited to, are chargeable events and are not included in the Services outlined in this SOW based on the then Xerox current rates.
Item Unit of Measure (UOM) Per Unit of Measure Charge
Pickup Per Shipment from agreed location Quoted upon per Request Shipment to Customer Per Shipment to agreed location Quoted upon per Request Images delivered via removable media Per removable media Quoted upon per Request Account Team: Incremental Processing Charges
The Document Types are found in the Evaluation Tool
Account Team: Ad Hoc Request Charges
If the Evaluation Tool does not provide a Per Unit of Measure Charge for an item below, the Solution Architect shall identify the cost and assist in pricing.
If a solution doesn’t require a line item in the table below, delete it. If additional line items are required, add to the list below, then engage the Solution Architect for escalation and exception approval.
Formatted: French (France)
Formatted: French (France)
Formatted: French (France)
Formatted: French (France)
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 31 (XRX Initial Here)
Item Unit of Measure (UOM) Per Unit of Measure Charge
Additional or Alternate Reports Per report Quoted upon per Request Box supply Per Box [insert price]
Paper supply Per sheet [insert price]
Envelope supply Per C5 envelope [insert price]
PO Box Setup Per PO Box [insert price]
Manifest validation Per line item on a Manifest [insert price] Box Retrieval Per Box [insert price]
Microfilm Conversion 16MM Per Image [insert price]
Microfilm Conversion 35MM Per Image [insert price]
Microfiche Conversion Per Image [insert price]
Aperture Cards Conversion Per Image [insert price]
Box Refile Per Box [insert price]
eSeal - Electronic Seal Per eSeal [insert price]
Email address set up (Electronic
Document Submission)
Per Mailbox [insert price]
Mailstop Master Data uploads Per Upload [insert price]
Ad Hoc Request Charges Calculation Example
Activity using the table above would be calculated as following:
1 When activity occurs:
a. (Box supply charge per UOM) x (monthly UOM volume)
6.8 Transition Delay Charges
The following charges shall be processed via a change control document agreed to by the Parties in writing as indicated in the Transition sections of this SOW.
Delay Charges
Item Charges Notes
Transition Delay charges
resulting from Customer
Caused Delays
$[charge] Monthly Additional Transition support, implementation and management services due to Project Plan
reschedule resulting in a delay to the
Transition project schedule.
Account Team: Transition Delay Charges
Insert the Delay Charge as outlined in the Evaluation Tool DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 32 (XRX Initial Here)
7 TERMINATION
7.1 Termination Overview
This SOW shall remain in force for its full Term until terminated either by Customer or by Xerox upon giving to the other written notice of termination, subject to the termination provisions of the Agreement. Except as otherwise expressly stated below, any termination hereunder shall be a complete termination of the SOW (not partial), unless otherwise mutually agreed upon by the Parties in writing. Any Services not terminated in accordance with this Section shall continue until the end of the remainder of the Term of the SOW.
7.2 Termination for Material Breach
Either Party may terminate this SOW, by written notice, if the other Party shall have committed a material breach of this SOW or the Agreement and such breach shall have remained uncured for sixty (60) days following written notice from the Party alleging such breach. In the event of termination by Customer for Xerox’s uncured material breach, Xerox shall waive any Early Termination Charges (ETCs) as outlined below. In the event of termination by Xerox for an uncured material breach by Customer, Xerox shall not be required to provide any termination assistance and Customer shall be responsible for ETC’s, outlined in the Early Termination Charges table below.
7.3 Termination for Convenience
If Customer terminates this SOW for convenience during the Term of the SOW, by providing ninety (90) days’ prior written notice to Xerox, Customer agrees to pay all amounts due and owing, and the Early Termination Charges (ETCs) listed in the table below shall be used to identify the applicable ETC.
Early Termination Charges
Month
from the
Effective
Date
ETCs Due Month ETCs Due Month ETCs Due Month ETCs Due Month ETCs Due Month 1 [$0.00] Month 13 [$0.00] Month 25 [$0.00] Month 37 [$0.00] Month 49 [$0.00] Month 2 [$0.00] Month 14 [$0.00] Month 26 [$0.00] Month 38 [$0.00] Month 50 [$0.00] Month 3 [$0.00] Month 15 [$0.00] Month 27 [$0.00] Month 39 [$0.00] Month 51 [$0.00] Month 4 [$0.00] Month 16 [$0.00] Month 28 [$0.00] Month 40 [$0.00] Month 52 [$0.00] Month 5 [$0.00] Month 17 [$0.00] Month 29 [$0.00] Month 41 [$0.00] Month 53 [$0.00] Month 6 [$0.00] Month 18 [$0.00] Month 30 [$0.00] Month 42 [$0.00] Month 54 [$0.00] Month 7 [$0.00] Month 19 [$0.00] Month 31 [$0.00] Month 43 [$0.00] Month 55 [$0.00] Month 8 [$0.00] Month 20 [$0.00] Month 32 [$0.00] Month 44 [$0.00] Month 56 [$0.00] Month 9 [$0.00] Month 21 [$0.00] Month 33 [$0.00] Month 45 [$0.00] Month 57 [$0.00] Month 10 [$0.00] Month 22 [$0.00] Month 34 [$0.00] Month 46 [$0.00] Month 58 [$0.00] Month 11 [$0.00] Month 23 [$0.00] Month 35 [$0.00] Month 47 [$0.00] Month 59 [$0.00] Month 12 [$0.00] Month 24 [$0.00] Month 36 [$0.00] Month 48 [$0.00] Month 60 [$0.00] Account Team: Early Termination Charges
The numbers shown in the Early Termination Charges table below are placeholders only and SHOULD NOT BE USED for your specific engagement. See the Evaluation Tool.
Account Team: Termination
Exception approval is required from the Sales and Delivery Finance Controllers to delete all of Section 7 Termination.
Which would leave the scope of Termination to what is outlined in the Agreement.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 33 (XRX Initial Here)
EXHIBIT A: SERVICES SCOPE ASSUMPTIONS
Note: For the avoidance of doubt, Xerox shall not be liable for any fraudulent items that may be passed on to the Customer.
Assumptions C&CS Standard Accounts Payable:
Light
Digital Mail: Light
General
# of authorized End User log in
credentials to the Xerox Tools
(i.e., Customer Dashboard)
[insert #] [insert #] [insert #]
Documents that are
Indexed/OCR’d where applicable
shall be in the following
languages
[insert languages] [insert languages] [insert languages] # of Email addresses
(mailboxes) setup for Electronic
Document Submission
[insert #] [insert #] [insert #]
# mailstop Master Data uploads [insert #] [insert #] [insert #] Xerox® Capture and Content
App – number of licenses
Note: Incremental licenses may
incur additional charges via the
Change Control Process
[insert #] [insert #] [insert #]
Onshore Data Entry only [Yes or No] N/A [Yes or No]
% of Pages that are doublesided (i.e., Duplex)[insert %] 50% [insert %] % of any Long Format
Documents
[insert %] N/A [insert %]
% of any Wide Format
Documents
[insert %] N/A [insert %]
Average # of Pages per
Document
[insert quantity] N/A [insert quantity]
Account Team: Scope Assumptions
Include all stated Assumptions from the Solution Design Document.
You can insert your own numbers or use the default numbers provided.
If pricing is based on a per Image, delete the rows associated with Document Scanning - Box If pricing is based on a per Box, Delete the rows associated with Document Scanning below and keep those rows associated with Document Scanning - Box
Delete those solution columns in the table(s) below that do not apply to the solution you are proposing/deploying for your Customer.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 34 (XRX Initial Here)
Assumptions C&CS Standard Accounts Payable:
Light
Digital Mail: Light
Percentage of all
Document/Pages that require
Light Repair
[insert %, default is 1%] 0.5% [insert %, default is 1%] % of Pages with Simple Bindings [insert %, default is 10%] 10% [insert %, default is 10%] All Documents are contained in
envelopes, folders, binders,
Boxes, or plastic wallets (‘poly
pockets’)
Note: Loose paper shall not be
accepted by Xerox.
Yes Yes Yes
Document Scanning
Expected Monthly Volume of
Scanned Images
[insert quantity] [insert quantity] [insert quantity]
Average # of Documents per
Day
[insert quantity] [insert quantity] [insert quantity]
Average Pages per Document [insert quantity] 2 [insert quantity] Estimated percentage of Pages
that are classified as Currency
and Negotiable Documents
[insert %] 0% [insert %]
Estimated percentage of Pages
that are classified as Cherished
Documents
[insert %] 0% [insert %]
The percentage of all Pages that
are capable of being processed
through standard bulk scanner
[insert %] 100% [insert %]
Digital imprinting required [Yes or No, default is No] [Yes or No, default is No] [Yes or No, default is No] Document Scanning - Boxes
# of Index Fields per Box (Index
fields applied to all Documents
from the Box)
[insert #, or default is 2] N/A [insert #, or default is 2] Approximate # of Boxes [insert #] Boxes N/A [insert #] Boxes Average # of Documents per
Box
[insert quantity] N/A [insert quantity]
Pallets shall be package such
that the lower level Boxes are
not damaged.
Yes N/A Yes
Transportation of Boxes to the
C&CS Facility could be carried
out as a series of phased
deliveries, spread over the
course of the Term
Average of [insert
quantity] Boxes per [insert
week or month]
N/A Average of [insert
quantity] Boxes per [insert
week or month]
Processing
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 35 (XRX Initial Here)
Assumptions C&CS Standard Accounts Payable:
Light
Digital Mail: Light
File, folders, envelopes, etc.
require Scanning
[Yes or No] No [Yes or No]
Pages shall be kept in the order
they are received
[Yes or No] No [Yes or No]
Metadata shall be captured for
applicable Document Process
Types as an
[.CSV or .XML] file CSV file [.CSV or .XML] file
Specialized re-collation of
Documents shall be performed
Note: Some Documents may not
be able to be placed back inside
original container (i.e.
envelopes)
No [or Specify
requirements if different
e.g.: re-binding, place
Documents back in
folders/wallets, etc.]
No No [or Specify
requirements if different
e.g.: re-binding, place
Documents back in
folders/wallets, etc.]
Required to count hardcopy
Pages
[insert yes or no, default
is no]
No [insert yes or no, default
is no]
Requests for original Documents
are limited to no more than
[insert #] per Business
Day
1 per Business Day [insert #] per Business
Day
Expedited Box and/or Document
Scanning requests are limited to
[insert #] per Business
Day
1 per Business Day [insert #] per Business
Day
Indexing
See Exhibit C: Indexing Specifications.
Assumptions C&CS Standard Accounts Payable:
Light
Digital Mail: Light
Percentage of Index fields that
requires data entry
Note: All Indexing fields are easily
identifiable in a predetermined
location, and Xerox shall not be
required to read any Documents in
order to locate said Indexing data
Note: Index fields that require data
entry shall be of sufficiently high
quality when viewed by the human
eye
[insert %] 100% [insert %]
Percentage of Documents that
require Indexing and are
handwritten
[insert %, default is
.01%]
0.01% [insert %, default is
.01%]
The Index field(s) (e.g.: ‘Title’) shall
be
Clearly visible Clearly visible Clearly visible
The Index field(s) values are
detailed in and shall conform to
a mixture of alphabetical,
alphanumeric and
A mixture of alphabetical,
alphanumeric and
A mixture of alphabetical,
alphanumeric and
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 36 (XRX Initial Here)
Assumptions C&CS Standard Accounts Payable:
Light
Digital Mail: Light
EXHIBIT C: INDEXING
SPECIFICATIONS
numeric, Optical Mark
Recognition (OMR)
marks, 2D/3D barcodes
numeric, Optical Mark
Recognition (“OMR”)
marks, 2D/3D barcodes
numeric, OMR marks,
2D/3D barcodes
Xerox shall use the following Index
methods to achieve the requested
Indexing quality
[single or double key
comparison, default is
single key]
Single key [single or double key
comparison, default is
single key]
Reading of MICR Documents [Yes or No] N/A [Yes or No]
Customer shall provide Master
Data in the specified format using
the defined structure.
Note: See Exhibit C, Table C-2:
Master Data Format, if applicable
[Yes or No] [Yes or No] [Yes or No]
Customer Master Data Frequency [Daily, Weekly, Monthly
or Other]
Vendor Master Data –
[Daily, Weekly, Monthly]
[Daily, Weekly, Monthly
or Other]
Order Master Data –
[Daily, Weekly, Monthly]
Company extracts –
[Daily, Weekly, Monthly]
Customer Master Data Update
Types
[Incremental table or Full
table]
Vendor Master Data –
Full table
[Incremental table or Full
table]
Order Master Data –
Incremental table with
new entries
Company extracts – Full
Table
Output Formats
Output Formats C&CS Standard Accounts Payable:
Light
Digital Mail: Light
A single multipage
PDF per Document
shall be provided as
[Image Only or Image and OCR] [Image Only or Image
and OCR]
[Image Only or Image
and OCR]
Image File Name
structure
[insert file name structure example].PDF [insert file name structure
example].PDF
[insert file name
structure
example].PDF
Deliver metadata with
Images
[Yes or No] Yes [Yes or No]
Metadata Format
shall be
[XML or CSV] unicode text file CSV [XML or CSV] unicode text file
Account Team: Output Formats
The metadata file formats selected in the last two (2) rows of the table must match DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 37 (XRX Initial Here)
Output Formats C&CS Standard Accounts Payable:
Light
Digital Mail: Light
Metadata File Name
structure
[insert file name structure example].[XML
or CSV]
[Xerox defined
structure] CSV
[insert file name
structure
example].[XML or
CSV]
Document Process Types
Data delivery shall occur per Document in the following format as described in the table below. The two (2) categories of data to be delivered are Images and Metadata.
See Exhibit E: Document Process Type Workflow (if applicable) Assumptions Document Type Disposition
Document Process Type decisions are
required
N/A [yes or no, default is no]
Document Process Type 1 Generic Document Storage
Document Process Type 2 [Insert Type] [insert Document Storage, Document Return or original Document Destruction]
Document Process Type 3 [Insert Type] [insert Document Storage, Document Return or original Document Destruction]
Document Process Type 4 [Insert Type] [insert Document Storage, Document Return or original Document Destruction]
Original Document Disposition
General Assumptions
Availability Period
“Image Availability Period” Thirty (30) day period after Images are made available to Customer “Email Availability Period” Thirty (30) day period after Images are made available to Customer Original Document Disposition
Account Team: Original Document Disposition
If selecting Store or Destroy after the Image Availability Period, delete the Document Return rows below Account Team: Document Process Types
Each Document Process Type may include multiple Documents. For example, Accounts Payable may include Invoice, debit note, credit note, etc. All of which would be included in the applicable Document Process Type Delete additional Document Process Type rows if not including more than the Document Process Type 1 – All Types If the proposed pricing solution requires fewer than 4 Document Process Types, delete the rows as necessary.
If the proposed solution requires more than 4 Document Process Types, add additional rows Document Type examples are: Invoice Profile 1, Claim, Contract, etc.
Formatted: French (France)
Formatted: French (France)
Formatted: French (France)
Formatted: French (France)
Formatted: French (France)
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 38 (XRX Initial Here)
General Assumptions
After the Image and/or Email
Availability Period(s)
[Store or Destroy or Return] Documents
Approximate sq. ft of storage [insert #] of sq. ft
Document Return
Customer Address for Return of
Documents
[insert address(es)]
Pages shall be kept in the order
they are received
[Yes or No, default is No]
Document Return Activities Gather loose Pages:
- Utilize elastic bands to wrap around each Scanned volume or Documents - Place Scanned volume or Documents into relevant Box
- Apply a barcode to Box, if applicable, for audit purposes Not required to:
- Provide specialized collation of Documents
- Remove any inserted barcode slip sheets or barcode stickers - Rebind, no re-stapling, nor reattaching of paper clips to source Documents - Remove undersized Pages from carrier sheets
Accepted Paper Sizes
Paper Type Paper Size Paper Type Paper size
Scanned Image A3 11.7 X 16.5 Legal 8.5 X 14
Scanned Image A4 8.27 X 11.7 Tabloid 11 X 17
Scanned Image A5 ½ of A4 Ledger 17 X 11
Scanned Image N/A N/A Letter 8.5 X 11
Scanned Images –
Wide Format
Documents
N/A Short side of Page is
wider than A3
Short side of Page is
wider than Tabloid
N/A
Scanned Images –
Long Format
Documents
N/A Long side of Page is
longer than A3, but
short side is the same
as A4
Long side of Page is
longer than Tabloid, but
short side is the same as
Letter
N/A
Accepted Emails
Extension Description
Email Message Email contents as plain text in Multipurpose Internet Mail Extension (MIME) format, containing the Email header and body, including attachments or compressed ZIP, all Documents must be in one (1) of the Accepted Image File Formats set forth in the table below.
Zip files cannot be encrypted or password protected
Emails without an attachment shall be processed as a Document For Emails with attachments, only the attachment shall be processed as a Document Each attachment contains only one (1) Document, unless attachment is a ZIP file DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 39 (XRX Initial Here)
Extension Description
Total size of the attached files must not exceed twenty megabytes (20 MB) per email Email attachments must be in one (1) of the Accepted Image File Formats Zip files cannot be encrypted, or password protected
Accepted Email Attachment File Formats
Image
File Type
Extension Description C&CS Standard Accounts
Payable: Light
Digital Mail: Light
Multipage
TIF/TIFF
File
TIF or
TIFF
Accepted types are
Image-only TIF/TIFF.
Yes [Yes or Not
Applicable]
[Yes or Not
Applicable]
Multipage
PDF File
PDF Accepted types are
Image-only PDFs, digitally
created PDFs (text PDFs)
and Searchable PDFs
(Image with Text) or mixed
type PDF (digital and
Image).
Yes [Yes or Not
Applicable]
[Yes or Not
Applicable]
MultiDocument
Zip File
ZIP Accepted ZIP files may
only include the Image File
formats above
Yes [Yes or Not
Applicable]
[Yes or Not
Applicable]
Scanning Volume Ramp Up by Month
Expected Scanning Volume by Month
1 2 3 4 5 6 7 8 or 9+
Account Team: Scanning Volume Schedule by Month
Fill in estimated Scanning volume per month. This volume should align to the Business case Scanning Volume ramp up should be between 3 and 8 months as a default position. If more than 8 months or beginning in months 1 and 2, engage Service Delivery
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 40 (XRX Initial Here)
EXHIBIT B: SCANNER SETTINGS
Customer shall not require Xerox to make any adjustments to the scanner settings to accommodate variations in the quality of originals and/or subsequent Image Output.
Scanner Configuration
Scan Pages in the following formats See Accepted Paper Sizes Fixed Resolution of 300 DPI
Scanned with auto deskew software Double-sided (duplex) mode Pages Scanned with auto-blank Page deletion [Yes or No] Automatic Image rotation
Note: If enabled, when documents are set in different directions or many characters using text decorations may not be correct. [Yes or No]
Black margin removal (auto cropping) [Yes or No]
Punch hole detection [Yes or No]
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 41 (XRX Initial Here)
EXHIBIT C: INDEXING SPECIFICATIONS
Table C-1: Indexing Value Examples
Index Field Name Character Length Index Field Value Examples Validation Rules Claim/Case Number 12 characters Numeric 108635/2014 Last number is a digit
Forename 6-10 characters Alphabetical Herman Matches
Customer
provided Master
Data list
Surname 6-10 characters Alphabetical Pearson Matches
Customer
provided Master
Data list
Document Type 6 characters Numeric ET1, ET3, SupDoc
Mail Stop M20, M14, etc.
First Name Jane
Last Name Doe
Department Accounting
Folder ID
Document Type
Table C-2: Master Data Format Specification
Provided by Customer in a Comma Separated Values (CSV) format Type Description Examples
File Name Unique filename, ending with file extension .csv Start of file name should be
YYYYMMDDHHMMSSZZZZZZZZZZ_TYPE.csv
YYYY – 4-digit Year
MM – 2-digit Month
DD – 2-digit day
HH – 2-digit hour
202012282133100000000012_VENDOR.csv
202012282133100000000013_EMPLOYEE.csv
202101012133100000000014_CLAIM.csv
202101012133100000000015_Order.csv
Account Team: Indexing Specifications
Align Table C-1 with the selections specified within the Evaluation Tool and delete all rows that are not required/needed. This table must match the Evaluation Tool used for this opportunity.
If it is Accounts Payable Light then insert Field Definition from the selected Customer Profile (Catalog).
Account Team: Master Data Format Specification
Customer to Xerox file format specification.
The “Required Master Data Files” row at the bottom of the table must be removed if you are not proposing an AP Light solution.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 42 (XRX Initial Here)
Type Description Examples
MM – 2-digit
SS – 2-digit
ZZZZZZZZZZ – 10-digit sequence number
_ - Underscore
TYPE – Process Type/Document Type/Index
Field Name
202101012133100000000016_Company.csv
Field
Names
All lowercase, no space, no numbers, no
special characters (exception to underscore
_) and accents, easy and understandable, short
names no-longer than two words.
employee_name
employee_id
firstname
vendor_id
Field and
Value
Separator
, comma “1”,”231”,”Name A”,”7784723849”
Decimal
Separator
. period $12.12 - twelve dollars and twelve cents = “12.12”
12.1234212 - twelve and one hundred twenty-three
thousand two hundred twelve millionths =
“12.1234212”
Allowed
Escape
Sequences
\' single quote
\" double quote
\\ backslash
Field
Values
Field values to be wrapped in " quotation marks. “1”,”231”,”Name A”,”7784723849” 1st Column First column should always contain sequential line number for the current file.
“line_number”,”vendor_id”,”name”,”fax”
“1”,”231”,”Name A”,”7784723849”
“2”,”455” ,”Name B”,”77234223849”
“3”,”2343” ,”Name C”,”7784723449”
“4”,”2343” ,”Name D”,”77847223449”
1st Line First Line of the CSV contains field
names wrapped in " quotation marks.
“line_number”,”vendor_id”,”name”,”fax”
“1”,”231”,”Name A”,”7784723849”
“2”,”455” ,”Name B”,”77234223849”
“3”,”2343” ,”Name C”,”7784723449”
“4”,”2343” ,”Name D”,”77847223449”
Required
Master
Data Files
For Accounts Payable:
– vendor Master Data File
– order Master Data File
– company extracts Master Data File
YYYYMMDDHHMMSSZZZZZZZZZZ_VENDOR.csv
YYYYMMDDHHMMSSZZZZZZZZZZ_ORDER.csv
YYYYMMDDHHMMSSZZZZZZZZZZ_EXTRACT.csv
Formatted: German (Germany)
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 43 (XRX Initial Here)
EXHIBIT D: GOOD QUALITY IMAGE REVIEW REQUIREMENTS
Image quality review requirements for Documents that are not identified as “Poor Quality”, include, but are not limited to:
- The Image is a legible reproduction of the original as demonstrated and documented and approved by the Customer during CRT
- The Image is not skewed beyond ten (10) degrees (unless the original Document is skewed beyond ten (10) degrees
- The complete Image is produced, without folds masking the Document or corners being cut-off. o It should be noted that on Poor Quality original Documents where the corners of the Pages have been folded over for a period of time that it may not be possible to “unfold” the corners to the degree that a Good Quality Image Scan shall be achieved.
o Xerox shall ensure reasonable endeavors are made to ensure there are no folds in the Documents when Scanned
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 44 (XRX Initial Here)
EXHIBIT E: DOCUMENT PROCESS TYPE WORKFLOW
Document Process
Type #
Document Process
Type
Index Field Decision
[insert the
applicable
Document Process
Type Number as
aligned in Exhibit A:
Services Scope
Assumptions]
Advertising [Name].[Index Type].[Length] Sent by mail to Customer on a daily basis (keep the envelope).
Postal costs shall be added at standard
rates.
[insert the
applicable
Document Process
Type Number as
aligned in Exhibit A:
Services Scope
Assumptions]
Claims, reminders,
statements
[Name].[Index Type].[Length] Separate and Scan Documents, identifying the Document Process Types Scanned –
claims, reminders, or statements.
[insert the
applicable
Document Process
Type Number as
aligned in Exhibit A:
Services Scope
Assumptions]
Audit Requests [Name].[Index Type].[Length] Separate and Scan Documents, identifying the Document Process Type in the subject
– audit requests.
[insert the
applicable
Document Process
Type Number as
aligned in Exhibit A:
Services Scope
Assumptions]
Invoice P/O which
normally has the
following structure:
[Name].[Index Type].[Length] Separate and Scan Documents, identifying the Document Process Types Scanned –
invoice with a PO or an invoice without a
PO, late archiving (identified with
document reference starting by the
applicable Document reference).
Invoices with copies, the duplicates can be
destroyed.
[insert the
applicable
Document Process
Type Number as
aligned in Exhibit A:
Services Scope
Assumptions]
Self-invoices
Documents (identified
by a Customer layout)
[Name].[Index Type].[Length] Should not receive self-billing documents – action: Scan and assign it to “Reject
folder”.
Exception: Country A is legally required
that supplier sent self-invoice is signed and
marked – action: send by mail to Customer
on a daily basis to unblock and then shall
be returned to Xerox for late archiving
Scanning and archive.
Account Team: Document Process Type Workflow
Insert the applicable Document Process Type(s), the Index Fields, and Decision(s). Each Document Process Type may have more than one (1) Index Field. Document Process Type(s) without Index Fields, mark the Index Field column with “N/A”
This is an example table only and will need be updated/replaced with Customer specific content DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 45 (XRX Initial Here)
EXHIBIT F: STANDARD DOCUMENT PREPARATION ACTIVITIES
Type Preparation Action by Xerox Comment
Documents that are
clipped or stapled
together
Metal clips of any kind must be removed using the
appropriate tools
It is not permitted to tear off
clipped or stapled portions of a
Document
Documents that are
fastened by pressing
them together
Must also be separated using an appropriate tool It is not permitted to have torn corners
Information that is affixed
to the Document
Leave it there unless it is covering up any
information – if covering up any information then
remove it and affix to another Page
Most importantly do not let the
‘affixed’ information block any
information written onto the
Document
Difficult to Scan These Documents shall be separated into an additional stack, each Document shall be marked on
the first Page in a free area with a reference to “Poor Quality”
Customer shall recognize this
mark. It shall bypass Indexing
Non Scannable Items Send back to Customer with explanation at Customer’s expense
Customer needs to either manually
enter data into their system, or
issue a replacement Item
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content Services Statement of Work
Form # 52631 C&CS SOW (11-19-2021) Xerox Confidential Page 46 (XRX Initial Here)
EXHIBIT G: METADATA OUTPUT
Table G-1: Metadata Data Format Specification
Provided by Xerox to the Customer in a Comma Separated Values (CSV) format Type Description Examples
File Name Unique filename, ending with file extension .csv XX[CCC][YYYY][MM][DD][#####].csv
XX = constant (e.g., IN for INVOICE)
CCC = 3-character customer code (e.g., ABC)
YYYY = 4-digit year (e.g., 2021)
MM = 2-digit month (e.g., 09)
DD = 2-digit day (e.g.,16)
##### = Sequential number - reset
daily (e.g., 00001)
INABC2021091600001.csv
Field
Names
All uppercase, no space, no numbers, no special
characters (exception to underscore _) and
accents, easy and understandable.
EMPLOYEE_NAME
EMPLOYEE_ID
FIRSTNAME
VENDOR_ID
Field and
Value
Separator
, comma separated. Field values to be wrapped
in " quotation marks.
“1”,”231”,”Name A”,”7784723849”
Decimal
Separator
. period $12.12 - twelve dollars and twelve cents = “12.12”
12.1234212 - twelve and one hundred twenty-three
thousand two hundred twelve millionths =
“12.1234212”
Allowed
Escape
Sequences
\' single quote
\" double quote
\\ backslash
1st Column First column should always contain line type. INVOICE
BANK ACCOUNT
END OF STATEMENT OF WORK FOR CAPTURE AND CONTENT SERVICES DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Electronic Document Management System (EDMS) – DocuShare® Schedule Addendum This Addendum (the “EDMS – DocuShare® Schedule Addendum” or “Addendum”) is made and entered into by and between Xerox Corporation (“Xerox”) and << Enter Customer Name>>> (“Customer”) as of the date of the last signature affixed hereto (the “Addendum Effective Date”) to add the terms and conditions for the use of the EDMS – DocuShare® Schedule attached to an applicable Capture and Content Services Statement of Work (SOW) to the Services Master Agreement No. << Enter 7 Digit Contract Number from Customer's SMA >>> (“Agreement”) of <<<Agreement Effective Date>>>.
Xerox and Customer are each also referred to herein as a “Party” and collectively as the “Parties.”
1. This Addendum incorporates by reference all of the provisions of the Agreement. From and after the Amendment Effective Date, each reference in the Agreement to “this Agreement”, “this Services Master Agreement”, "herein", "hereunder", "hereto" or similar words or phrases, and all references to “the Agreement” in any amendments, related agreements, documents, or other writings shall be deemed to mean the Agreement as amended by this Addendum.
2. All Schedules, Exhibits, Statements of Work and Attachments hereto are hereby incorporated into this Addendum by reference and made a part hereof. If there is any conflict between this Addendum and its Schedules, Exhibits, Statements of Work or Attachments, this Addendum shall control.
3. CHARGES – Customer agrees to pay the charges for EDMS – DocuShare® in accordance with the rates set forth in the Capture and Content Services (C&CS) Statement of Work (“SOW”) and to pay the charges for its use of the EDMS – DocuShare® in accordance with the fees set forth in the EDMS – DocuShare® Schedule as applicable, both of which are attached hereto.
4. TERM – This Addendum shall commence upon the Addendum Effective Date and, subject to completion of Transition, shall be terminate upon expiration of the applicable Capture and Content Services (C&CS) Statement of Work affixed hereto (the “SOW”).
A. Early Termination: The EDMS - DocuShare® Schedule is an integral component of the C&CS SOW. Customer termination of the Schedule Services shall constitute termination of the applicable C&CS SOW.
B. Effect of Termination: Upon termination or expiration of the applicable EDMS - DocuShare® Schedule all rights to access the applicable EDMS - DocuShare® Schedule Services cease.
5. CHANGES – Any amendments, modifications, alterations, or other changes to this Addendum must be made in a writing signed by both Parties and upon execution, will be incorporated into this Addendum.
6. DOCUMENT STORAGE ADDITIONAL TERMS AND CONDITIONS
C. Definitions.
i. “Authorized User” means Customer employees, employees of Customer Affiliates, and outsourced service providers under contract to and acting solely on behalf of Customer.
ii. “Cloud Named User (CNU)” means a single, identified Authorized User who has access to the Service. A CNU may not be accessed by multiple Authorized Users; however, a CNU license may be reassigned from one Authorized User to another, so long as the first Authorized User no longer has access to the CNU license.
iii. “Concurrent Use License” means a license based on the number of simultaneous users accessing the DocuShare® Service. A Concurrent Use License may be used by a number Authorized Users logged into the DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
DocuShare® Service measured at any one point in time that does not exceed the maximum number of Concurrent User Licenses purchased pursuant to the terms of this Schedule, which is detailed in Attachment A of this Schedule.
D. License Grant.
i. Subject to the terms and conditions of the Agreement, including all Attachments and Schedules and for the duration of the Term, Xerox grants Customer a limited, nonexclusive, nontransferable, non-sublicensable license to access and retrieve content stored by the DocuShare® software program, including all updates, upgrades, modifications and improvements made available by Xerox from time to time hereunder (collectively, “DocuShare® Software”) in a hosted format accessed through a web portal and associated Documentation (together with the DocuShare® Software, the “DocuShare® Service”) and display said content solely for Customer’s internal business operations, via a number of Authorized Users that shall not at any time exceed the number of CNUs purchased by Customer or the number of Concurrent User Licenses, as applicable. Customer shall cause Authorized Users to be bound by, and is responsible and liable for Authorized Users’ compliance or noncompliance with, the terms of this Attachment B. ii. Customer shall not, and shall not authorize any third party to: (i) use or provide the DocuShare® Service on a service bureau, outsourcing, renting, or time-sharing basis, or (ii) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the DocuShare® Service or DocuShare® Software or any part thereof, or otherwise attempt to discover any source code, modify the DocuShare® Service in any manner or form, or use unauthorized modified versions of the DocuShare® Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the DocuShare® Service or DocuShare® Software. Customer shall not access, or assist any third party to access, the DocuShare® Service by any means other than through the interface and method provided by Xerox. iii. Customer acknowledges and agrees that Xerox and its licensors own all right, title and interest in and to all intellectual property rights in the DocuShare® Service and the DocuShare® Software. Without limiting the foregoing, DocuShare® Software contains portions of imaging code owned and copyrighted by Accusoft Corporation, Tampa, FL (all rights reserved). Any rights not expressly granted herein are reserved by Xerox. Except for the limited right to use the DocuShare® Services stated herein, Customer has no right to use any intellectual property of Xerox, including trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
E. Customer Use.
i. Customer will not:
a. Engage in any activity that interferes with, disrupts or attempts to gain unauthorized access to the DocuShare® Service, other user account, or servers, networks or products connected to or used to provide the DocuShare® Service;
b. Submit information or use the DocuShare® Service to engage in conduct that (1) is unlawful, defamatory, libelous, invasive of another’s privacy, threatening, tortious, abusive, harassing, hateful, racially or ethnically offensive, pornographic, obscene or otherwise objectionable; (2) infringes, misappropriates or misuses any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; or (3) contains software viruses or any DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
other computer code, files or programs that are designed or intended to disrupt, damage or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain
unauthorized access to any data or other information of Xerox or any third party;
c. Use the DocuShare® Service (1) to export Customer Information or any other software or data in violation of applicable laws including U.S. laws; (2) to plan or carry out any illegal activity; or (3) in any other manner that violates any applicable local, state, national, foreign, or international law; or
d. Remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to, contained within, or displayed with the DocuShare® Service or DocuShare® Software.
F. Customer Registration Data and User Account Information. ii. Customer represents that it and its Authorized Users have provided accurate, current, and complete information to gain access to the DocuShare® Service (“Registration Data”). Customer shall notify Xerox of any updates to Registration Data at [email protected], Attn: Contracts Manager. Xerox may suspend Customer’s account if Xerox has reasonable grounds to believe Registration Data is untrue, inaccurate, incomplete, or not current.
iii. Customer shall provide and assign unique passwords and user names to each Authorized User for each CNU and each Concurrent Use License purchased (“User Account Information”). Customer acknowledges and agrees that (i) User Account Information will be accurate and up to date and that if Customer learns that incorrect information has been provided, Customer will correct this and update Xerox with the correct details, (ii) Customer is responsible for confidentiality of user passwords and user names, and (iii) Customer will be solely liable to Xerox for all access and use via User Account Information. Customer shall promptly notify Xerox if Customer becomes aware of any unauthorized use of User Account Information. iv. Customer acknowledges and agrees that Xerox may disclose Registration Data and User Account Information: (i) to its Affiliates in the course of developing, providing, managing, administering and improving the DocuShare® Service; (ii) when Xerox believes in good faith that disclosure is necessary to protect Xerox’ rights under the Agreement or this Schedule, protect the safety of others, investigate fraud or other illegal activity or respond to a government request; (iii) as required by law; and/or (iv) in the event of a merger, acquisition or reorganization of Xerox or a relevant portion of its assets, to the acquiring or surviving entity.
G. Transmission of Data and Network Security Standards. Customer agrees that all network components, internet connections, and other hardware and software Customer may access in the course of using the DocuShare® Service, including without limitation browser software, shall support the HTTPS protocol, Secure Socket Layer (SSL) protocol and/or such other data security protocol(s) identified in the Documentation. Customer agrees to follow logon procedures that support such protocols. Customer is responsible for the accuracy, adequacy, availability, and security of Customer systems. Customer shall not intentionally interfere with or disrupt Xerox or third party systems. Customer acknowledges that Xerox and third party systems may be located, and User Account Information and Customer Information may be transmitted, stored, and processed, in the United States or any other country in which Xerox and/or its Affiliates maintain facilities. Customer is solely responsible for ensuring the security and backing up of Customer Information. Customer acknowledges that electronic communications may be accessed by DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
unauthorized parties and that Xerox is not responsible for any Customer Information that may be lost, altered, intercepted, or stored without authorization during transmission over Customer or third party systems. Network security standards are managed and operated by Microsoft Azure.
Detailed information can be found at https://docs.microsoft.com/en-us/azure/security/security-getstarted-overview.
In the event of a conflict between the Agreement, this Addendum, any Exhibits attached hereto and any Order, the order of precedence shall be the Agreement, then this Addendum, then the Order, then Statement of Work, then the DHCPS Schedule.
ENTER CUSTOMER NAME XEROX CORPORATION
Signature Signature
Name (please print) Name
Title Title
Address Address
Date Date
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
SERVICES MASTER AGREEMENT
Form # 52663-S (July 15, 2022) XEROX CONFIDENTIAL 1 of 17 THIS SERVICES MASTER AGREEMENT NO. <<Enter 7-digit Contract Number>> is between Xerox Corporation (“Xerox”), a New York corporation with offices at 201 Merritt 7, Norwalk, CT 06851-1056, and <<Enter Customer's Legal Name>> (“Customer”), a << Enter State >> corporation with offices at << Enter Customer's Full Address >>.
AGREEMENT STRUCTURE
This Agreement serves as a master agreement to enable Xerox and Customer to contract with each other for a range of products and services to be provided to Customer’s and its Eligible Affiliates’ United States (“U.S.”) locations. This Agreement is grouped into Modules. The GENERAL Module applies to all products and services provided hereunder, while the other Modules apply as appropriate to what Xerox is providing to Customer under the applicable Order.
DEFINITIONS MODULE
1. DEFINITIONS
The following definitions (and those found elsewhere in this Agreement) apply unless otherwise specified in an Order. a. Affiliate means a legal entity that directly or indirectly controls, is controlled by, or is under common control with either party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights. b. Agreement means this Services Master Agreement. This Agreement may also be referred to in ordering and contracting documents as a “Services and Solutions Agreement” or “SSA.” c. Amortized Services means certain services such as consulting and training, the Charges for which are amortized over the term of an Order.
d. Application Software means Xerox-brand software that allows Equipment or Third Party Hardware to perform functions beyond those enabled by its Base Software. e. Base Software means software embedded, installed, or resident in Equipment that is necessary for operation of the Equipment in accordance with published specifications. f. CPI Adjustment Percentage means the CPI-U (Consumer Price Index for All Urban Consumers). g. Cartridges means copy/print cartridges and xerographic modules or fuser modules designated by Xerox as customer-replaceable units for the Equipment.
h. Charges mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified in this Agreement.
i. Confidential Information shall have the meaning set forth in Section 2.10. j. Consumable Supplies. Consumable Supplies vary depending upon the Equipment model, and include: (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth in an Order, Consumable Supplies excludes paper and staples.
k. Customer Assets means all hardware, equipment, fixtures, software, assets, networks, work space, facilities, services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its obligations under an Order.
l. Customer Facilities means those facilities controlled by Customer where Xerox performs Services or provides Products.
m. Customer Information means documents, materials, and information (including Private Information) belonging to Customer that Customer provides to Xerox for Xerox to provide Products and Services under an Order.
n. Date of Installation means: (a) for Equipment (or Third Party Hardware) installed by Xerox, the date Xerox determines the Equipment (or Third Party Hardware) to be operating satisfactorily as demonstrated by successful completion of diagnostic routines and is available for Customer’s use; and (b) for Equipment (or DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 2 of 17 Third Party Hardware) designated as “Customer Installable,” the Equipment (or Third Party Hardware) delivery date.
o. Description of Services or DOS means a document attached to an Order which references the applicable Services Contract number and specifies the Products and/or Services provided under such Order. p. Diagnostic Software means Xerox-proprietary software embedded in or loaded onto Equipment and used by Xerox to evaluate or maintain the Equipment.
q. Documentation means all manuals, brochures, specifications, information and software descriptions, and related materials customarily provided by Xerox to customers for use with certain Products or Services. r. Effective Date means the date this Agreement is signed by Xerox. s. Eligible Affiliate means a domestic Customer Affiliate that has met Xerox’s credit requirements for ordering Services, Maintenance Services and/or Products under this Agreement. t. Equipment means Xerox-brand equipment.
u. Excluded Taxes means (i) taxes on Xerox’s income, capital, and employment, (ii) taxes for the privilege of doing business, and (iii) personal property tax on Equipment rented or leased to Customer under this Agreement.
v. Existing Equipment means devices which are leased, rented or owned by the Customer outside of this Agreement, which are used to provide Services, and which remain subject to the terms and conditions of the agreements under which they were originally acquired.
w. Existing Software means software licensed by the Customer outside of this Agreement and which is used to provide the Services and which remains subject to the terms and conditions of the agreements under which it was originally acquired.
x. Feature Releases means new releases of Software that include new content or functionality. y. Force Majeure Event means a circumstance beyond a party’s reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation, an order or a rule or regulation of a governmental entity.
z. Funds means collectively Amortized Services and Third Party Funds. aa. Intellectual Property means all intellectual property and associated intellectual property rights including patent, trademark, service mark, copyright, trade dress, logo and trade secret rights which exist and belong to a party as of the Effective Date or that may be created by a party after the Effective Date. Xerox’s Intellectual Property includes, without limitation, Software, Remote Product Info and Xerox Tools. bb. Maintenance Releases or Updates means new releases of Software that primarily incorporate coding compliance updates and error fixes and are designated as “Maintenance Releases” or “Updates.” cc. Maintenance Services means required maintenance of Equipment to keep the Equipment in good working order.
dd. Module means a specific set of terms and conditions contained in this Agreement that is identified as a “Module.” The Modules under this Agreement are the DEFINITIONS, GENERAL, SERVICES, EQUIPMENT, EQUIPMENT PURCHASE, MAINTENANCE SERVICES and SOFTWARE LICENSE Modules. ee. Monthly Minimum Charge or MMC means the regular recurring Charge that is identified in an Order and which, along with any additional print/impression charges, covers the cost for the Services, Maintenance Services and/or Products. The MMC may also include lease buyout funds, Funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, and amounts being financed or refinanced. One-time items, recurring separate charges and usage based charges (as such items or charges, as applicable, are defined on an Order) are billed separately from the MMC. ff. Order means a document that Xerox requires for processing of orders for Services, Maintenance Services and/or Products hereunder, which may specify the contracting parties and location(s) where the foregoing will be provided; Customer’s requested shipment date; the Products that Customer will purchase, lease, rent or license; the Services and/or Maintenance Services that Xerox will provide; the applicable Charges and expenses; the term during which the Services, Maintenance Services and/or Products described therein shall be provided; the Xerox-provided contract number; and any applicable SLAs. An Order must reference the applicable Services Contract number, and may also be in the form of a Services and Solutions Order (“SSO”), a Xerox Order Agreement (“XOA”) (which is used solely for an outright purchase by Customer under the EP DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 3 of 17 module of this Agreement), an eCommerce Order (which is used solely for electronic ordering through an eCommerce Portal as defined and described in Section 2.16), or a Customer-issued PO. A Statement of Work may be part of an Order but cannot function as a stand-alone ordering document. gg. Privacy Laws means laws relating to data privacy and data protection as applicable to Xerox’s performance of the Services.
hh. Private Information means Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”), Non-Public Personal Information (“NPI”) as defined by the Gramm-Leach Bliley Act (“GLBA”) and equivalent categories of protected health and financial information under applicable state Privacy Laws.
ii. Products means Xerox Products and/or Third Party Products supplied by Xerox and provided to Customer pursuant to an Order.
jj. Purchase Order or PO means a document containing the applicable Services Contract number that is issued by Customer to Xerox for Order entry purposes only. Any terms and conditions in a PO at variance with or in addition to the applicable Services Contract are not binding and are of no force or effect. kk. Purchased Equipment means Equipment or Third Party Hardware that Xerox sells outright to Customer under the EP Module.
ll. Residuals means general ideas, concepts, know-how, methods, processes, technologies, algorithms or techniques related to the Products and/or Services, which are in non-tangible form and retained in the unaided memory of persons who have had access to Confidential Information. mm. Service Level Agreements or SLAs means the levels of performance for the Services, if applicable, as set out in the applicable Order.
nn. Services means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and managed and centralized print services, as more fully described in the applicable Order. Standard back-office administrative and contract support functions, such as billing, contract management and order processing, are not Services, but are included in the pricing provided for the Services hereunder. oo. Services Contract means the applicable terms and conditions of this Agreement, the first Order having a particular assigned Services Contract number, and each additional Order, if any, with the same Services Contract number.
pp. Services Software means software products used to provide certain Services (both a server component and/or client component to be installed on end user’s workstations, mobile devices and/or laptops) that may include one or more of the individual software modules identified on a Statement of Work or Order. qq. Software means Services Software, Base Software and Application Software. rr. Statement of Work or SOW means a document which references the applicable Services Contract number and specifies the details of a particular transaction where Customer wishes to acquire Services, Maintenance Services and/or Products from Xerox under this Agreement. ss. Supplier Equipment means devices which are supplied by Xerox to the Customer during the term of an Order. Supplier Equipment may be Equipment or Third Party Hardware. tt. Taxes means any and all taxes of any kind or nature, however denominated, imposed or collected by any governmental entity, including but not limited to federal, state, provincial, or local net income, gross income, sales, use, transfer, registration, business and occupation, value added, excise, severance, stamp, premium, windfall profit, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing. uu. Third Party Funds means funds Xerox provides to Customer to acquire Third Party Hardware or to license Third Party Software and/or to retire debt on existing Third Party Hardware. vv. Third Party Hardware means non-Xerox brand equipment. ww. Third Party Products means, collectively, Third Party Hardware and Third Party Software. xx. Third Party Software means non-Xerox brand software. yy. Transaction Taxes means any and all Taxes that are required to be paid in respect of any transaction and resulting Charges under this Agreement and any transaction documents, including but not limited to sales, use, services, rental, excise, transactionally-based gross receipts, and privilege Taxes.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 4 of 17 zz. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant to this Agreement.
aaa. Xerox Tools means certain proprietary tools used by Xerox to provide certain Services, and any modifications, enhancements, improvements thereto and derivative works thereof.
GENERAL MODULE
2. GENERAL
The terms and conditions in this GENERAL Module apply to all Services, Maintenance Services, and Products acquired by Customer under this Agreement.
2.1. Agreement Structure
a. General Contract Structure. The parties intend for this Agreement to serve as a master agreement stating the terms and conditions governing separate transactions between (i) Xerox and Customer, and (ii) Xerox and Eligible Affiliates. Xerox will provide, and Customer will procure, Services, Maintenance Services and/or Products in accordance with the terms and conditions stated in this Agreement, any Services Contract(s), and any applicable Orders.
b. Eligible Affiliates. Only Customer and its Eligible Affiliates may acquire Services, Maintenance Services and Products under this Agreement. If an Eligible Affiliate establishes a Services Contract by signing an Order, it will be the “Customer” for the purposes of such Services Contract. If Customer divests an Eligible Affiliate, such divested entity is no longer eligible to establish any new Services Contracts or to submit any additional Orders under an existing Services Contract; however, Products installed and Services being provided at such divested entity under an existing Order shall retain the pricing and terms and conditions thereof.
c. Orders and Services Contracts.
i. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer’s credit, or in the case of an Order by an Eligible Affiliate, such Eligible Affiliate’s credit, prior to acceptance of an Order and the entity placing the Order hereby authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies for this purpose.
ii. Orders for Services, Maintenance Services, and/or Products are grouped into Services Contracts.
Each separate Services Contract will be established when the first Order is placed that bears a new Services Contract number assigned by Xerox and Xerox accepts that Order. Each Services Contract will be assigned its own Services Contract number that will consist of this Agreement’s number followed by a three-digit extension. Each Services Contract constitutes a separate contract under this Agreement. Customer may add Services, Maintenance Services or Products to an existing Services Contract by submitting additional Orders referencing the applicable Services Contract number. Each Services Contract will consist of the terms and conditions of this Agreement, the first Order under the Services Contract number and each additional Order with the same Services Contract number.
iii. Unless Customer provides notice in writing at least 30 days before the end of the term of an Order of its intention not to renew, the Order will renew automatically on a month-to-month basis on the same terms and at the same price.
iv. Orders may be submitted by hard copy or electronic means and those submitted electronically will be considered: (a) a “writing” or “in writing;” (b) “signed” by the Customer; (c) an “original” when printed from electronic records established and maintained in the ordinary course of business; and (d) valid and enforceable.
2.2. CHARGES, PAYMENT AND DEFAULT
a. Charges. Charges for the particular Services, Maintenance Services, and/or Products will be set forth in an Order and are exclusive of any and all Transaction Taxes. Xerox’s then current overtime rates will apply to Services requested and performed outside Customer’s standard working hours. If Customer has any special or customized invoicing requirements, Xerox reserves the right to charge Customer a customization fee of $100 per invoice.
b. Payment. Customer agrees to pay Xerox all undisputed amounts due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account within 30 days after the invoice date. Restrictive covenants submitted for or with payment to indicate that it DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 5 of 17 is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer’s payment obligations if it is not, in fact, full payment. For any payment not received by Xerox as of the due date, Xerox may charge, and Customer agrees to pay, a late charge of the greater of $25 or 5% of the amount overdue (not to exceed the maximum amount permitted by applicable law) as reasonable collection costs. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox of the dispute in writing, (ii) such notice shall include a description of the items Customer is disputing and the reason such items are being disputed; and (iii) Customer shall promptly exercise its best efforts to work with Xerox to resolve such dispute.
Pending resolution of such disputed amount, Customer shall pay any and all undisputed amounts within 30 days of invoice date, including the MMC which Customer agrees shall not be subject to dispute at any time. c. Default. Customer will be in default if Xerox does not receive any payment within 15 days after the date it is due, or if Customer breaches any other obligation under this Agreement, any Services Contract, or any other agreement with Xerox. If Customer defaults, Xerox, in addition to its other remedies (including cessation of Services, Maintenance Services and/ or Consumable Supplies), may require immediate payment of (1) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of 1.5% per month (or the maximum rate or amount allowed under applicable law), and (2) any early termination charges set forth in this Agreement or in the applicable Services Contract and/or Order(s). Customer will pay all reasonable costs, including attorneys’ fees, incurred by Xerox to enforce any Services Contract.
2.3. Taxes
Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox’s invoice unless Xerox receives proof of Customer’s tax-exempt status. Customer shall not be responsible for Excluded Taxes.
2.4. Customer Responsibilities
Customer agrees to perform its responsibilities under this Agreement in support of the Services, Maintenance Services, or Products in a timely manner. Customer agrees:
a. that Products acquired hereunder are ordered for Customer’s (or its Affiliates’) own internal business use (rather than resale, license and/or distribution outside of Customer’s organization) and will not be used for personal, household or family purposes;
b. to (1) provide Xerox and its agents with timely and sufficient access, without charge, to Customer Facilities required by Xerox to perform Services and Maintenance Services and/or provide Products, and (2) ensure that Customer Facilities are suitable for the Services, Maintenance Services and/or Products, safe for Xerox personnel, and fully comply with all applicable laws and regulations, including without limitation any federal, state and local building, fire and safety codes;
c. to provide Xerox and its agents with timely and sufficient use of and access, without charge, to Customer Assets required by Xerox to perform Services and Maintenance Services and/or provide Products, and to grant Xerox and its agents sufficient rights to use, access and, if agreed, modify the same; d. to acquire or continue maintenance, repair and software support services, without charge to Xerox, for all Customer Assets that Customer permits Xerox to use or access; e. to maintain the manufacturer’s maintenance agreement for any Third Party Products; f. to provide Xerox with access to appropriate members of Customer personnel, as reasonably requested by Xerox, in order for Xerox to perform the Services and Maintenance Services and/or provide Products; g. to respond to and provide such documentation, data and other information as Xerox reasonably requests in order for Xerox to perform the Services and Maintenance Services and/or provide Products; h. to contract for the minimum types and quantities of Equipment and Consumable Supplies required by Xerox to perform the Services and Maintenance Services;
i. that, as between Xerox and Customer, Customer alone is responsible for backing up its data and content and Xerox shall not be responsible for Customer’s failure to do so; j. that as between Xerox and Customer, Customer alone is responsible for determining whether content and materials provided to Xerox (i) is libelous, defamatory or obscene, or (ii) may be duplicated, scanned or imaged without violating a third party’s intellectual property rights; and k. to provide contact information for Equipment such as name and address of Customer contact.
2.5. Warranties
a. Mutual Warranties. Each party represents and warrants to the other, as an essential part of this Agreement, that:
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 6 of 17 i. it is duly organized and validly existing and in good standing under the laws of the state or country of its incorporation or formation;
ii. this Agreement and the Orders hereunder have been duly authorized by all appropriate corporate action for signature; and
iii. the individual signing this Agreement, and all Orders (where applicable), is duly authorized to do so.
b. Xerox Warranties.
i. Services Performance. Xerox agrees to perform the Services in a professional manner, consistent with applicable industry standards. Xerox will re-perform any Services not in compliance with this representation and brought to Xerox’s attention in writing within 30 days after such Services are performed, which shall be the exclusive remedy for such non-compliance. ii. Equipment Warranty. Any Equipment warranty to which Customer is entitled shall commence upon the Date of Installation. Use by Customer of consumables not approved by Xerox that affect the performance of the Equipment may invalidate any applicable warranty. iii. Third Party Product Warranty. Where Xerox in its sole discretion selects and supplies Third Party Products, Xerox warrants they will operate substantially in conformance with applicable SLAs or other requirements in the Order. Customer’s sole remedy for breach of this warranty is to return the Third Party Product to Xerox and then receive a refund of any fees paid for such non-conforming Third Party Product, less a reasonable usage fee. If Customer requests a specific Third Party Product, Xerox will pass-through as permitted any third party warranties. iv. Exclusions. Xerox shall not be responsible for any delay or failure to perform the Services or provide Products, including achieving any associated SLAs or other requirements in the applicable SOWs, DOSs or Orders, to the extent that such delay or failure is caused by:
(a) Customer’s failure or delay in performing its responsibilities under this Agreement; (b) reasons outside Xerox’s reasonable control, including Customer Assets, Customer’s content or materials, or delays or failures by Customer’s agents, suppliers or providers of maintenance and repair services for Customer Assets; or
(c) unauthorized modifications to Equipment, Software or Third Party Hardware. c. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS
WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, AND XEROX DISCLAIMS AND CUSTOMER WAIVES ALL OTHER WARRANTIES
INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARITY, FOR ANY EQUIPMENT LEASED TO CUSTOMER BY XEROX
UNDER THIS AGREEMENT OR ANY ORDER HEREUNDER, SUCH LEASE AND/OR ORDER SHALL BE CONSTRUED AS A “FINANCE LEASE” UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE
AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN AND AS PERMITTED BY APPLICABLE LAW, CUSTOMER WAIVES ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.
The warranties set forth in this Agreement are expressly conditioned upon the use of the Services and Products for their intended purposes in the systems environment for which they were designed and shall not apply to any Services or Products which have been subject to misuse, accident or alteration or modification by Customer or any third party.
2.6. Intellectual Property
a. Xerox Tools may be used by Xerox to provide certain Services, as set forth in an Order or a Statement of Work. Xerox and its licensors will at all times retain all right, title and interest in and to Xerox Tools including without limitation, all intellectual property rights therein, and, except as expressly set forth herein or as set forth in an SOW where limited access to the Xerox Device Manager (XDM) may be granted for a specific purpose, no rights to use, access or operate the Xerox Tools are granted to Customer. Xerox Tools will be installed and operated only by Xerox or its authorized agents. Customer will not decompile or reverse engineer any Xerox Tools, or allow others to engage in same. Customer will have access to Remote Product Info and reports generated by the Xerox Tools and stored in a provided database as set forth in the applicable SOW. Xerox may remove Xerox Tools at any time in Xerox’s sole discretion, provided that the removal of Xerox Tools will not affect Xerox’s obligations to perform Services, and Customer shall reasonably facilitate such removal.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 7 of 17 b. Each party will retain ownership of its Intellectual Property. Each party grants the other a limited, nonexclusive, royalty-free right and license to use the other party’s Intellectual Property (excluding the Xerox Tools) in the U.S. only to the extent necessary for such party and its designees to receive the benefit of, and/or, fulfill its obligations under this Agreement. Neither party will (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer the Intellectual Property of the other or, (ii) allow others to engage in same, except as permitted by applicable law or as expressly permitted under this Agreement or the applicable SOW.
c. The parties acknowledge and agree that no Intellectual Property will be created or transferred under this Agreement. If the scope of the parties’ relationship changes to include creation or transfer of Intellectual Property, that activity will be addressed in a separate written agreement. d. If the Products or Services are configured to provide output (excluding Remote Product Info), including modification or transformation of Customer Information, Customer shall be the sole owner of any such output in any format or media obtained by use of the Products or Services and may freely use and disclose such output to any third party. Examples of output include scans and printed output of Customer Information processed by Equipment.
2.7. Indemnification
a. Mutual Indemnification. Each party (and its Affiliates), if promptly notified by the other and given the right to control the defense, shall indemnify, defend and hold harmless the other party, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, from and against all claims by a third party for losses, damages, costs or liability of any kind (including expenses and reasonable legal fees) that a court finally awards such party (“Claims”) for bodily injury (including death) and damage to real or tangible property, to the extent proximately caused by the negligent acts or omissions, or willful misconduct of the indemnifying party (or its Affiliates) in connection with this Agreement. b. Xerox Indemnification. Xerox shall, if promptly notified by Customer (or its Affiliate(s)) and given the right to control the defense, indemnify, defend and hold harmless Customer, its Affiliates and their respective officers, directors, employees, agents, successors and assigns, for all Claims that Xerox Products or Customer’s use of the Services provided by Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property right. Notwithstanding anything to the contrary herein, Xerox shall have no obligation under this Section 2.7(b) to the extent any Claim is based on or arises out of any (i) Services performed using Customer Assets, Customer Information or other materials provided to Xerox by Customer for which Customer failed to provide sufficient rights to Xerox; (ii) infringement by Services resulting from Customer’s direction, specification or design; (iii) modification or alteration to such Xerox Products or Services not approved in writing by Xerox; (iv) any combination or use of the Xerox Products or Services not approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance with the applicable Documentation; or (vi) Customer’s failure to use corrections or enhancements to the Xerox Products provided by Xerox. If a Claim is made or appears likely to be made pursuant to this Section 2.7(b), Customer agrees to permit Xerox, at Xerox’ sole option and expense, to obtain the right to enable Customer to continue to use such Xerox Products, to make them non-infringing or to replace them with items that are at least functionally equivalent. If Xerox determines that none of these alternatives is reasonably available, Customer agrees to return such Xerox Products to Xerox upon Xerox’ written request. Xerox will then give Customer a refund equal to the amount Customer paid Xerox for such Xerox Products less a reasonable usage fee. c. Customer Indemnification. Customer shall, if promptly notified by Xerox (or its Affiliate(s)) and given the right to control the defense, indemnify, defend and hold harmless Xerox, its Affiliates, and their respective officers, directors, employees, agents, successors and assigns, for all Claims for intellectual property infringement to the extent such Claim is based on (i) Xerox’s use of Customer Assets, Customer Information or customer’s content or materials used in performing Services or providing Products under this Agreement or any Order entered into hereunder; (ii) Customer’s use of the Products or Services not in accordance with this Agreement or the applicable Documentation; and (iii) Claims arising out of or related to Section 2.7(b)(i)- (vi) or Customer’s failure to perform its responsibilities under Section 2.4(j). d. The indemnifying party is not responsible for any litigation expenses of the indemnified party or any settlements unless it pre-approves them in writing.
2.8. Limitation of Liability
Except as prohibited by law, the following limitations apply:
a. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION 2.8(c), IN NO EVENT WILL EITHER PARTY
OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 8 of 17
LIABLE TO THE OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. LIMITATION ON RECOVERY. SUBJECT TO SECTION 2.8(c), THE TOTAL AGGREGATE LIABILITY OF
EITHER PARTY (AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS) FOR DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED
TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF ALL CHARGES PAID
BY CUSTOMER TO XEROX UNDER THE ORDER UNDER WHICH THE CLAIM AROSE (LESS PASS THROUGH EXPENSES SUCH AS, WITHOUT LIMITATION, POSTAGE) IN THE TWENTY-FOUR (24) MONTHS PRIOR TO THE DATE UPON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE
CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT AND ANY ORDERS HEREUNDER WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING SET FORTH IN THIS SECTION 2.8(b) SHALL LIMIT CUSTOMER’S
OBLIGATION TO PAY XEROX ALL CHARGES AND EXPENSES FOR PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT.
c. EXCEPTIONS. THE LIMITATIONS SET FORTH IN SECTION 2.8 SHALL NOT APPLY WITH RESPECT TO:
i. THE SPECIFIC INDEMNITY OBLIGATIONS SET OUT IN THIS AGREEMENT; ii. EITHER PARTY’S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD; iii. BODILY INJURY OR DEATH CAUSED BY A PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT OR THAT OF ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS; OR iv. A PARTY EXCEEDING ITS RIGHTS, IF ANY, TO THE OTHER PARTY’S INTELLECTUAL PROPERTY OR MISAPPROPRIATING OR INFRINGING THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AS GRANTED UNDER THIS AGREEMENT.
2.9. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for a term of <<Enter Term>> months, and continue on a month-to-month basis thereafter until expressly renewed by mutual written agreement or terminated by either party upon 30 days’ written notice. Upon termination, Customer shall permit Xerox to enter Customer Facilities for purposes of removing the Products owned by Xerox and/or Xerox Tools. Each Order hereunder shall have its own term, which shall be stated in the Order. In the event the Agreement is terminated, each Services Contract in effect at such time shall remain in full force and effect until the expiration or termination of all Orders constituting such Services Contract (including any extensions or renewals thereof) and shall at all times be governed by, and be subject to, the terms and conditions of this Agreement as if this Agreement were still in effect. Termination of any Order shall not affect this Agreement or any other Orders then in effect. Notwithstanding any other provision in the Agreement to the contrary, should an Order be terminated prior to expiration for any reason or a unit of Third Party Hardware or any Third Party Software for which Third Party Funds have been provided is removed or replaced prior to expiration, Customer agrees to pay to Xerox, in addition to any other amounts owed under said Order, an amount equal to the remaining principal balance of the Funds together with a 15% disengagement fee, for loss of bargain and not as a penalty.
2.10. Confidentiality
a. Obligations. Information exchanged under this Agreement will be treated as confidential if it is identified as confidential at disclosure or if the circumstances of disclosure would indicate to a reasonable person that the information should be treated as confidential. The terms and conditions of this Agreement, all Services Contracts and Orders, and any attachments and exhibits thereto, are Confidential Information of Xerox and Customer, and each party agrees not to disclose any of the foregoing without the other party’s prior written consent. Any services procedures manuals and Xerox’s Intellectual Property are Xerox Confidential Information. Private Information is Customer’s Confidential Information. Confidential Information may only be used for the purposes of receiving the benefit of or fulfilling obligations under this Agreement, and shared with employees, agents or contractors with a need to know such information to support the foregoing purposes. Confidential Information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for 3 years from the termination or expiration of this Agreement or the Order under which such Confidential Information was disclosed, whichever occurs later. The duration of DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 9 of 17 confidentiality obligations with respect to Private Information shall be governed by applicable Privacy Laws.
These obligations of confidentiality will not apply to any Confidential Information that: (1) was in the public domain prior to, at the time of, or subsequent to the date of disclosure through no fault of the receiving party; (2) was rightfully in the receiving party’s possession or the possession of any third party free of any obligation of confidentiality; (3) was developed by the receiving party’s employees independently of and without reference to any of the other party’s Confidential Information; or (4) where disclosure is required by law or a government agency; provided, however, as to a requirement to disclose Confidential Information per clause (4), that party will (x) notify the disclosing party of the obligation to make such disclosure, and (y) reasonably cooperate with the disclosing party if the disclosing party seeks a protective order, but any costs incurred by the receiving party will be reimbursed by the disclosing party, except for costs of the receiving party’s employees.
b. Residual Rights. Each party understands that the other party shall be free to use for any purpose the Residuals resulting from access to Confidential Information as a result of the performance of its obligations under an Order, provided that such party shall maintain the confidentiality of such Confidential Information as provided herein. Neither party shall pay royalties for the use of Residuals. However, the foregoing shall not be deemed to grant either party a license under the other party’s copyrights or patents.
2.11. Data Protection/Privacy
a. To the extent that Privacy Laws are applicable to Customer and Xerox in connection with the performance of Services, each party agrees to comply with the applicable provisions of such Privacy Laws. b. Xerox has adopted reasonable physical, technical and organizational safeguards designed to prevent accidental, unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information. Xerox will promptly notify Customer in the event of any known unauthorized or unlawful loss, disclosure, access, transfer or use of Private Information.
2.12. GOVERNING LAW AND JURISDICTION
a. This Agreement, each respective Order, and any dispute or claim arising out of or in connection with this Agreement or such Order, shall be governed by and construed in accordance with the laws of New York without regard to its conflict of laws provisions and submitted to the exclusive jurisdiction of the federal and state courts of New York.
b. In any action to enforce this Agreement or any Order hereunder, the parties agree to waive their right, if any, to a jury trial.
2.13. Force Majeure
Except for Customer’s absolute and unconditional obligation to make all required payments of any amounts not properly disputed under this Agreement, neither Customer nor Xerox shall be liable to the other party during any period in which its performance is delayed or prevented, in whole or in part, by a Force Majeure Event. If such a circumstance occurs, the party whose performance is delayed or prevented shall undertake reasonable action to notify the other party thereof.
2.14. Compliance with Laws and Policies
Xerox and Customer shall comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. Xerox agrees to comply with Customer’s internal policies regarding security and safety at Customer Facilities that are reasonable and customary under the circumstances and which do not conflict with the terms of this Agreement. Customer agrees to provide Xerox with reasonable prior written notice of such policies and any changes to such policies. If a change in Customer policy results in incremental costs to Xerox, Xerox may, upon providing notice to Customer, pass such costs on to Customer.
2.15. Miscellaneous
a. Copies of Agreement. Except as required by law, both parties agree that any reproduction of this Agreement made by reliable means (for example, photocopy or facsimile) shall be considered an original. Xerox may retain a hardcopy, electronic image, photocopy or facsimile of this Agreement and each Order hereunder, which shall be considered an original and shall be admissible in any action to enforce said Agreement or Order.
b. Amendment. All changes to this Agreement must be made in a writing signed by Customer and Xerox. Any amendment of this Agreement shall not affect the obligations of either party under any then-existing Orders, which shall continue in effect unless the amendment expressly states that it applies to such existing Orders.
An amendment to a Services Contract shall reference the number of the Services Contract that it amends.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 10 of 17 c. No Waiver; Severability; Survival. The failure by Customer or Xerox to insist upon strict performance of any of the terms and conditions in this Agreement or to exercise any rights or remedies will not be construed as a waiver of the right to assert those rights or to rely on that term or condition at any time thereafter. If any provision is held invalid by any arbitrator or any court under applicable law, such provision shall be deemed to be restated as nearly as possible to reflect the original intention of the parties in accordance with applicable law. The remainder of this Agreement shall remain in full force and effect. Any terms and conditions of this Agreement or any Order which by their nature extend beyond the termination or expiration of the Agreement or Order will survive such termination or expiration.
d. Independent Contractors. Xerox shall perform all Services hereunder in the capacity of independent contractor and not as Customer's employee, agent or representative. Xerox employees shall not be entitled to privileges of employment that Customer may provide to Customer's employees, and Xerox shall be responsible for payment of all unemployment, social security, federal (state and local, as necessary) and other payroll taxes in regard to its employees involved in the performance of the Services. Neither of the parties, nor their respective employees or Affiliates, shall be authorized to conclude contracts in the name of the other party, or to act or appear as a representative of the other, whether in performing the Services or otherwise.
e. No Hiring. During the term of an Order under which Xerox is providing Services and for a period of 1 year thereafter, Customer and Xerox each agree not to hire, solicit, or employ any of the other’s personnel who have been engaged in the provision of services or the performance of this Agreement, unless prior written consent is obtained from the other party. Such prohibition shall not apply to hiring as a result of general public solicitations of employment. Should one of the parties hire the other party’s personnel in violation of this Agreement, the violating party shall immediately pay to the other, as liquidated damages and as the sole remedy for such violation, an amount equal to such personnel’s then current annual compensation (or the amount paid to such person during the previous 12 months in the case of an independent contractor). f. Assignment. Xerox may assign or otherwise transfer this Agreement or any part hereof (including some or all of its rights or obligations hereunder) without prior notice to or consent of Customer. If Xerox assigns only its rights (or certain of its rights) hereunder to an assignee then: (a) such assignee of Xerox shall have all the rights assigned to it but none of the obligations of Xerox hereunder; (b) such assignee shall not be liable to Customer for any reason whatsoever; (c) Customer shall continue to look to Xerox for performance of Xerox's obligations and hereby waives and releases such assignee from any such claim; (d) all information obtained by Xerox relating to Customer may be disclosed to such assignee; (e) Customer shall not assert any defense, counterclaim or setoff Customer may have against such assignee; and (f) Customer will remit payments in accordance with instructions of such assignee. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the successors and permitted assigns of the parties hereto. Neither the rights nor obligations of Customer under this Agreement are assignable by Customer without prior written consent of Xerox. In the event Xerox consents to an assignment, Customer will pay the applicable costs related to the assignment and documentation change, which will not exceed $500. g. Communication Authorization. Customer authorizes Xerox or its agents to communicate with Customer by any electronic means (including cellular phone, email, automatic dialing and recorded messages) using any phone number (including cellular) or electronic address that Customer provides to Xerox. h. Limitation on Charges. In no event will Xerox charge or collect any amounts in excess of those allowed by applicable law. Any part of an Order that would, but for this Section, be construed to allow for a charge higher than that allowed under any applicable law, is limited and modified by this Section to limit the amounts chargeable under such Order to the maximum amount allowed by law. If, in any circumstances, an amount in excess of that allowed by law is charged or received, such charge will be deemed limited to the amount legally allowed and the amount received by Xerox in excess of that legally allowed will be applied to the payment of amounts owed or will be refunded to Customer. i. Order of Precedence; Entire Agreement. This Agreement, including all schedules, attachments, exhibits and amendments hereto and the Services Contract(s) hereunder, constitutes the entire agreement between the parties as to the subject matter and supersedes all prior and contemporaneous oral and written agreements regarding the subject matter hereof and neither party has relied on or is relying on any other information, representation, discussion or understanding in entering into and completing the transactions contemplated in this Agreement. The parties agree that except as expressly set forth in this Agreement, in the event of any conflict between terms and conditions, the order of precedence shall be this Agreement, the applicable Orders under the Services Contract (excluding Customer POs), and the SOW or DOS, as applicable. If a term in this Agreement expressly provides for a term in an Order to take precedence, such DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 11 of 17 provision in the Order shall prevail to the extent of any conflict. Notwithstanding the foregoing, provisions in the General Module of this Agreement related to: (1) Section 2.6 (Intellectual Property); (2) Section 2.7 (Indemnification); (3) Section 2.8 (Limitation of Liability); (4) Section 2.10 (Confidentiality); and (5) Section 2.3 (Taxes), will prevail over conflicting provisions in any other contractual document.
2.16. eCommerce Portal
Xerox and Customer agree to establish one or more eCommerce portals (each, an “eCommerce Portal”) to be used by Customer to select certain models of Equipment and supplies identified in such eCommerce Portals and, upon meeting the conditions set forth below, to submit Orders for the delivery of such Equipment and supplies. During the ordering process in the eCommerce Portal, Customer will be prompted to electronically accept certain terms and conditions that are in addition to those terms and conditions in this Agreement and which would otherwise print out on an SSO:
(a) If Customer accepts such terms and conditions, Xerox will accept and process such order submitted through the eCommerce Portal as an Order (an “eCommerce Order”) without any requirement for Customer to execute and deliver an SSO or any other Order form.
(b) If Customer declines such terms and conditions, then (i) Xerox will not accept the submission as an Order and (ii) Customer will need to execute and deliver to Xerox, an SSO presented by Xerox that identifies such Equipment or supplies, the term thereof, the pricing associated therewith and any applicable additional terms and conditions related thereto.
Notwithstanding the foregoing, an eCommerce Order cannot be used for certain types of transactions including, but not limited to, transactions involving Equipment subject to waiver dollars and/or flexibility, involving trade-in units, specific high-end Equipment and Equipment subject to a pooled volume minimum.
SERVICES MODULE
3. TERMS AND CONDITIONS SPECIFIC TO SERVICES
In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to Xerox’s performance of Services.
3.1. Scope of Services
Subject to the terms and conditions of this Agreement, Services will be performed by Xerox and/or its Affiliates in accordance with the requirements set forth in an Order. If Customer fails to perform or is delayed in performing any of its responsibilities under this Agreement, such failure or delay may prevent Xerox from being able to perform any part of the Services or Xerox-related activities. Xerox shall be entitled to an extension or revision of the applicable term of the Order (which may include setting a new expected date for commencement of Services) or to an equitable adjustment in performance metrics associated with such failure or delay. Xerox grants Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and use the Services only for the purpose of such Customer and its designees receiving the benefit of the Services set forth in the applicable SOW.
3.2. Charges for Services
Charges for Services are set forth in the applicable Order. Charges are based upon information exchanged between Customer and Xerox, which is assumed to be complete and accurate, and also depend upon other factors such as the timely performance by Customer of its responsibilities. If: (a) such information should prove to be incomplete or inaccurate in any material respect; or (b) there is a failure or delay by the Customer in performing its responsibilities under this Agreement or an Order which results in Xerox incurring a loss or additional cost or expense, then the charges shall be adjusted to reflect proportionately the impact of such materially incomplete or inaccurate information or such failure or delay. Charges that are indicated in an Order as being fixed are not subject to an annual percentage escalation for the initial term of such Order; otherwise, Xerox may increase Charges for Services annually by an amount no greater than the CPI Adjustment Percentage. If Xerox provides Services partially or early (for example, prior to the start of the initial term of an Order), Xerox will bill Customer on a pro rata basis, based on a 30 day month, and the terms and conditions of this Agreement will apply.
3.3. Use of Subcontractors
Xerox may, when it reasonably deems it appropriate to do so, subcontract any portion of the Services. Xerox shall remain responsible for any Services performed by subcontractors retained by Xerox to the same extent as if such Services were performed by Xerox.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 12 of 17
3.4. Services Scope Changes
Except as otherwise set forth in an Order, either party may propose to modify the then-existing Services that are described in an Order, or to add new Services under a Services Contract. If Xerox determines such changes are feasible, Xerox will prepare and propose to Customer an Order incorporating the requested changes and any related impact to the Charges or terms. Once Customer executes and Xerox accepts the Order, Xerox will promptly proceed with the new and/or revised Services in accordance with the terms of the Order and this Agreement.
3.5. Early Termination of Services and Labor
Except as otherwise set forth in a Services Contract, upon 90 days prior written notice, Customer may terminate or reduce any Services or labor provided pursuant to an Order without incurring early termination charges except as set forth in the next sentence. Notwithstanding the foregoing, if any such Services or labor provided under an Order are terminated (a) by Xerox due to Customer’s default or (b) by Customer and Customer acquires similar services from another supplier within 6 months of the termination of such Services or labor, Customer shall pay all amounts due as of the termination date, together with the early termination charges, for loss of bargain and not as a penalty, stated in the Order or, if not specifically stated therein, an amount equal to the then current MMC for said terminated or reduced Services or labor multiplied by the number of months remaining in the term of the related Order, not to exceed 6 months.
EQUIPMENT MODULE
4. TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT & THIRD PARTY HARDWARE In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to Equipment and Third Party Hardware provided to Customer.
4.1. Term and Date of Installation
The term for each unit of Equipment shall be the term stated on the applicable Order, with the commencement date based upon the actual Date of Installation. If the Date of Installation for a unit of Equipment is prior to the applicable Order start date, Xerox will bill the Customer for such Equipment on a pro rata basis, based on a 30-day month, and the terms and conditions of this Agreement and the applicable Services Contract will apply as of the Date of Installation.
4.2. Delivery and Removal and Suitability of Customer Facilities Xerox will be responsible for all standard delivery charges for Equipment and Third Party Hardware. Customer will be responsible for (a) all removal charges for Equipment and Third Party Hardware and (b) any non-standard delivery charges. The suitability of Customer Facilities for installation of Equipment or Third Party Hardware, including compliance with state and local building, fire and safety codes and any non-standard state or local installation requirements, is Customer’s responsibility.
4.3. Equipment Status
Unless Customer is acquiring previously installed equipment, Equipment will be either: (a) “Newly Manufactured,” which may contain some recycled components that are reconditioned; (b) “Factory Produced New Model” which is manufactured and newly serialized at a Xerox factory, adds functions and features to a product previously disassembled to a Xerox predetermined standard, and contains new components and recycled components that are reconditioned; or (c) “Remanufactured,” which has been factory produced following disassembly to a Xerox predetermined standard and contains both new components and recycled components that are reconditioned. Xerox makes no representations as to the status of any Third Party Hardware that Xerox may provide under any Order.
4.4. Consumable Supplies
If specified in an Order, Xerox will provide Consumable Supplies for related Equipment. Xerox may charge a shipping fee for Consumable Supplies. Consumable Supplies are Xerox’s property until used in the Equipment for which they are provided. Upon expiration or termination of the applicable Order, Customer will either return any unused Consumable Supplies to Xerox at Xerox’s expense when using Xerox-supplied shipping labels, or destroy them in a manner permitted by applicable law. Xerox reserves the right to charge Customer for any Consumable Supplies usage that exceeds Xerox’s published yields by more than 10%. In such a case, Xerox will notify Customer of the excess usage. If such excess usage does not cease within 30 days after notice, Xerox may charge Customer for the excess usage. If Xerox provides paper under a Services Contract, upon 30 days’ notice, Xerox may adjust paper pricing or either party may terminate the provision of paper.
4.5. Use and Relocation
For any Equipment or Third Party Hardware provided by Xerox, with the exception of Purchased Equipment for which Customer has paid in full, Customer agrees that: (a) the Equipment or Third Party Hardware shall remain personal DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 13 of 17 property; (b) Customer will not attach any of the Equipment or Third Party Hardware as a fixture to any real estate; (c) Customer will not pledge, sub-lease or part with possession of the Equipment or Third Party Hardware or file or permit to be filed any lien against the Equipment or Third Party Hardware; and (d) Customer will not make any permanent alterations to the Equipment or Third Party Hardware. While Equipment or Third Party Hardware is subject to an Order, Customer must provide Xerox prior written notice of all Equipment or Third Party Hardware relocations and Xerox may arrange to relocate the Equipment or Third Party Hardware at Customer’s expense. While Equipment or Third Party Hardware is being relocated, Customer remains responsible for making all payments to Xerox required under the applicable Order. All parts or materials replaced, including as part of an upgrade, will become Xerox’s property.
Equipment or Third Party Hardware cannot be relocated outside of the U.S. until Customer has paid in full for the Equipment or Third Party Hardware and has received title thereto. Notwithstanding anything to the contrary in the foregoing, to the extent the Equipment contains any Software, any relocation of such Equipment is subject to the terms and conditions set forth in the Software License Module of this Agreement.
4.6. Supplier Equipment Provided
In the event Xerox provides Supplier Equipment to Customer, the following terms shall apply unless otherwise specified in an Order:
a. Unless Supplier Equipment is purchased by Customer, Xerox (or the applicable third party vendor) shall at all times retain title to the Supplier Equipment. If for any reason whatsoever, this transaction is re-characterized as a secured financing, you are deemed to have granted to Xerox a first priority security interest in the Supplier Equipment in order to secure your performance under this Agreement. Customer hereby authorizes Xerox or its agents to file financing statements necessary to protect Xerox’s rights to the Supplier Equipment. Xerox reserves the right to charge Customer for any filing fees and administrative costs for the filing of such financing statements, not to exceed $75.
b. Customer will promptly notify Xerox, in writing, of any change in ownership, or if it relocates its principal place of business or changes the name of its business. The risk of loss or damage to the Supplier Equipment shall pass to Customer upon delivery to the site where Xerox performs the Services and/or Maintenance Services and/or provides Products, as applicable. Customer will insure the Supplier Equipment against loss or damage and the policy will name Xerox as loss payee.
c. Customer agrees to use the Supplier Equipment in accordance with, and to perform, all operator maintenance procedures for the Supplier Equipment described in the applicable Documentation made available or provided by Xerox. The Customer shall not (unless the Supplier Equipment is Purchased Equipment, and then only with Xerox’s prior consent):
i. sell, charge, let or part with possession of the Supplier Equipment; ii. remove the Supplier Equipment from Customer Facilities in which it is installed; or iii. make any changes or additions to the Supplier Equipment. d. Early Termination. Equipment is provided for a minimum order term (as specified in the applicable Order per 4.1 above). If Equipment is terminated for any reason before the end of its minimum order term, the termination charges set forth in the applicable Order or Services Contract for such Equipment shall apply.
4.7. Data Security
Certain models of Equipment can be configured to include a variety of data security features. There may be an additional cost associated with certain data security features. The selection, suitability and use of data security features are solely Customer’s responsibility. Upon request, Xerox will provide additional information to Customer regarding the security features available for particular Equipment models. Obligations regarding removal of Customer’s Confidential Information that may be stored on hard drives on Equipment owned by Xerox, if any, and any costs associated with such removal will be set forth in the applicable Order.
4.8. Remote Services for Equipment
Certain models of Equipment are supported and serviced using product information that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment or Third Party Products (“Remote Product Info”) via electronic transmission to or from a secure off-site location (such transmission is “Remote Transmission”). Examples of Remote Product Info include product registration, meter read, supply level, equipment configuration and settings, software version, and problem/fault code information. Remote Product Info may also be collected by the Xerox Tools and certain Services Software as set forth in the applicable SOW. Remote Transmission also enables Xerox to transmit to Customer Maintenance Releases or Updates for software or firmware and to remotely diagnose and modify Equipment to repair or correct malfunctions. All Remote Product Info will be transmitted to and from Customer in a secure manner mutually agreeable to the parties. The Remote Transmission capability will not include any Customer Confidential DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 14 of 17 Information nor allow Xerox to read, view or download any Customer data, documents or other information residing on or passing through the Equipment, Third Party Hardware or Customer’s information management systems. Customer grants the right to Xerox, without charge, to establish and maintain Remote Transmission for the purposes described above. Upon Xerox’s request, Customer will (a) provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment, and (b) ensure that any Maintenance Release or Update released by Xerox to provide security patches, releases and/or certificates for the Remote Transmission and/or Software is promptly enabled by Customer upon notification by Xerox or by the Equipment or when otherwise made available on xerox.com. Customer will enable Remote Transmission via a method mutually agreeable to the parties, and Customer will provide Xerox with reasonable assistance to allow Xerox to have Remote Transmission. Unless Xerox deems Equipment incapable of Remote Transmission, Customer will ensure that Remote Transmission is maintained at all times Maintenance Services are being performed. If Customer is unable to maintain Remote Transmission, or if Xerox disables Remote Transmission from any Equipment at Customer’s request, or if Customer disables Remote Transmission from any Equipment, Xerox reserves the right to charge Customer a per device fee for such affected Equipment due to the increased service visits that will be required in order to: (x) obtain such information, (y) provide such transmissions, and (z) provide such Maintenance Services and Consumable Supplies that otherwise would have been provided remotely and/or proactively.
4.9. Removal of Hazardous Waste
Customer agrees to take responsibility for legally disposing of all hazardous wastes generated from the use of Third Party Hardware or supplies.
EQUIPMENT PURCHASE MODULE
5. TERMS AND CONDITIONS SPECIFIC TO EQUIPMENT PURCHASE
In addition to the terms and conditions in the GENERAL Module, the following terms and conditions apply to the acquisition of Purchased Equipment:
5.1. Order
Orders for an outright purchase of Purchased Equipment shall include the unique Xerox-provided contract number and the number of this Agreement on all applicable ordering documents.
5.2. Title and Risk of Loss
Title and risk of loss or damage to the Purchased Equipment will pass to Customer upon delivery to the applicable Customer Facilities.
5.3. Default
If Customer defaults under a XOA for Purchased Equipment, Xerox, in addition to its other remedies (including the cessation of Maintenance Services if applicable), may require immediate payment of all amounts then due, plus all Transaction Taxes and applicable interest on all amounts due from the due date until paid. Customer shall also pay all reasonable costs, including attorney’s fees, incurred by Xerox to enforce this Agreement.
5.4. Maintenance Services for Purchased Equipment
If Customer elects to receive Maintenance Services for Purchased Equipment, Customer shall do so under a separate Order under the Agreement for such Maintenance Services.
5.5. Agreement Provision Exclusions
The following Agreement provisions do not apply to Orders for an outright purchase of Purchased Equipment: Sections
2.1(c)(ii) - (iii); 2.4(b)-(j); 2.5(b)(i); 2.9; 4.4; and 4.6.
MAINTENANCE SERVICES MODULE
6. TERMS AND CONDITIONS SPECIFIC TO MAINTENANCE SERVICES In addition to the terms and conditions in the GENERAL Module, and except as otherwise set forth in an Order, the following terms and conditions apply to provision of Maintenance Services.
6.1. Maintenance Services
As part of an Order for (a) stand-alone Maintenance Services related to Purchased Equipment, or (b) Maintenance Services related to Equipment to which Xerox does not hold title, or as a mandatory part of an Order for Equipment (other than Purchased Equipment) that includes Maintenance Services, Xerox or a designated service provider will provide the following Maintenance Services for Equipment. If Customer is acquiring Equipment for which Xerox does DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 15 of 17 not offer Maintenance Services, such Equipment will be designated as “No Svc.” This Module does not apply to maintenance of Third Party Hardware. Maintenance that Xerox provides on Third Party Hardware will be provided in accordance with the terms of the applicable Order.
The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment issues by: (i) utilizing Customer-implemented remedies provided by Xerox; (ii) replacing Cartridges; and (iii) providing information to and implementing recommendations provided by Xerox telephone support personnel in those instances where Xerox is not providing on-site Equipment support personnel. If an Equipment issue is not resolved after completion of (i) through (iii) above, Xerox will provide on-site support as provided in the applicable Order.
6.2. Repairs and Parts
a. Xerox will make repairs and adjustments necessary to keep the Equipment in good working order and operating in accordance with its written specifications (including such repairs or adjustments required during initial installation). Maintenance Services shall cover repairs and adjustments required as a result of normal wear and tear or defects in materials or workmanship. Parts required for repair may be new, reconditioned, reprocessed or recovered.
b. If Xerox is providing Maintenance Services for Equipment that uses Cartridges, Customer will use only unmodified Cartridges purchased directly from Xerox or its authorized resellers. Failure to use such Cartridges will void any warranty applicable to such Equipment. Cartridges packed with Equipment or furnished by Xerox as Consumable Supplies will meet Xerox’s new Cartridge performance standards and may be new, remanufactured or reprocessed and contain new and/or reprocessed components. To enhance print quality, Cartridges for many models of Equipment have been designed to cease functioning at a predetermined point. Many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.
6.3. Hours and Exclusions
Unless otherwise set forth in an Order, Maintenance Services will be provided in areas accessible for repair services during Xerox’s standard working hours. Maintenance Services excludes repairs due to: (a) misuse, neglect or abuse; (b) failure of the installation site or the PC or workstation used with the Equipment to comply with Xerox’s published specifications; (c) use of options, accessories, or other products not serviced by Xerox; (d) non-Xerox alterations, relocation, service or supplies; and (e) failure to perform operator maintenance procedures identified in operator manuals. Customer agrees to furnish all referenced parts, tools, and supplies needed to perform those procedures that are described in the applicable manuals and instructions.
6.4. Installation Site and Meter Readings
In order to receive Maintenance Services for Equipment requiring connection to a PC or workstation, Customer must utilize a PC or workstation that either (a) has been provided by Xerox or (b) meets Xerox’s published specifications.
The Equipment installation site must conform to Xerox’s published requirements. If applicable, unless otherwise set forth in an Order, Customer agrees to provide meter readings in the manner prescribed by Xerox. If Customer does not provide Xerox with meter readings as required, for Equipment not capable of Remote Transmission, or if Remote Transmission is interrupted, Xerox may estimate them and bill Customer accordingly.
6.5. Remedy
As Customer’s exclusive remedy for Xerox’s failure to provide Maintenance Services, Xerox will, for 5 years after the installation date of the initial unit or the initial term of the Order, whichever is longer, replace the Equipment with an identical product or, at Xerox’s option, another model with comparable features and capabilities. If replacement Equipment is provided pursuant to this Section, there shall be no additional charge for its provision by Xerox during the initial term of the Order and it shall be subject to the terms and conditions of this Agreement and the applicable Order(s).
Customer’s use of non-Xerox approved consumables that affect the performance of the Equipment may invalidate this remedy. If Xerox is unable to keep a unit of Equipment in good working order after the period noted above, either party may terminate Maintenance Services for that unit without any penalties or early termination charges upon not less than 30 days’ written notice to the other party.
6.6. End of Service
Xerox has no obligation to maintain or replace Equipment beyond the “End of Service” for that particular model of Equipment. End of Service (“EOS”) means the date announced by Xerox after which Xerox will no longer offer Maintenance Services for a particular Equipment model. An EOS Equipment List is available upon request.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 16 of 17
SOFTWARE LICENSE MODULE
7. TERMS AND CONDITIONS SPECIFIC TO SOFTWARE
In addition to the terms and conditions in the GENERAL Module the following terms and conditions apply to the license and use of Software and its associated Documentation.
7.1. Software License
Xerox may provide Software to Customer pursuant to an Order hereunder. The following license applies to Software provided hereunder, unless such Software is accompanied by a click-wrap or shrink-wrap license agreement or otherwise provided subject to a separate license agreement. a. Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license to use in the U.S.: (i) Base Software only on or with the Equipment with which (or within which) it was delivered; and (ii) Application Software only on any single unit of Equipment, subject to Customer remaining current in the payment of any indicated applicable Software license fees (including any annual renewal fees).
For Services Software, Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license in the U.S. to install the Services Software on a host computer(s) or server(s) or, if applicable, on Equipment or Third Party Hardware, and, further, if applicable, on the number of workstations, laptops and mobile devices specified in the Order, and to use the Services Software only for the purpose of receiving the applicable Services. Customer has no other rights to the Software. Customer will not and will not allow its employees, agents, contractors or vendors to: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software except as permitted by applicable law; (ii) activate Software delivered with or within the Equipment in an un-activated state; or, (iii) access or disclose Diagnostic Software for any purpose. Title to Software and all copyrights and other intellectual property rights in Software will reside solely with Xerox and its licensors (who, if required by the terms of the third party license agreement with Xerox, will be considered third party beneficiaries of this Agreement’s software and limitation of liability provisions).
b. The Base Software license will terminate, as applicable: (i) if Customer no longer uses or possesses the Equipment with which the Base Software was provided; or (ii) upon the expiration or termination of any Order under which Customer has acquired the Equipment with which the Base Software was provided (unless Customer has exercised an option to purchase the Equipment, where available, in which case the license to Base Software is perpetual and transferrable with purchase of the Equipment by Customer). c. Software may contain code to prevent its unlicensed use and/or transfer. If Customer does not permit Xerox periodic access to such Software, this code may impair the Equipment’s and/or Software’s functionality. d. Xerox does not warrant that the Software will be free from errors or that its operation will be uninterrupted.
7.2. Software Support
Software support will be provided by Xerox or a designated service provider as follows. For Base Software, Software support will be provided during the initial term of the applicable Order and any renewal period, but not longer than 5 years after Xerox stops taking orders for the subject model of Equipment. For Application Software, Software support will be provided as long as Customer is current in the payment of all applicable software license, annual renewal and “support only” fees. For Services Software, support will be provided in accordance with the terms of the applicable Statement of Work or Order.
a. Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its Documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for (1) the current release and (2) the previous release for a period of 6 months after the current release is made available to Customer. Xerox will not be required to provide Software support if Customer has modified the Software.
b. Xerox may make available new releases of the Software that are designated as “Maintenance Releases” or “Updates.” Maintenance Releases or Updates are provided at no charge and must be implemented within 6 months after being made available to Customer. Each Maintenance Release or Update shall be considered Software governed by these terms. Feature Releases will be subject to additional license fees at Xerox’s then-current pricing and shall be considered Software governed by these terms and conditions (unless otherwise noted in an Order). Implementation of a Maintenance Release, Update or Feature Release may require Customer to procure, at its expense, additional hardware and/or software from Xerox or another entity.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Form 52663-S (July 15, 2022) XEROX CONFIDENTIAL 17 of 17 Upon installation of a Maintenance Release, Update or Feature Release, Customer will return or destroy all prior Maintenance Releases, Updates or Feature Releases. c. Xerox may increase Software license fees and support fees for Application Software annually by an amount no greater than the CPI Adjustment Percentage.
7.3. Diagnostic Software
Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and Xerox’s licensors. Xerox does not grant Customer a license or right to use the Diagnostic Software. Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). Customer will allow Xerox reasonable access to the Equipment during Customer’s normal business hours to remove or disable Diagnostic Software if Customer is no longer receiving Maintenance Services from Xerox.
7.4. Third Party Software
Third Party Software is subject to license and support terms provided by the applicable Third Party Software vendor.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below intending it to become effective on the Effective Date and thereby agreeing to its terms. <<ENTER CUSTOMER'S LEGAL
NAME>>
XEROX CORPORATION
Signature Signature
Name (please print) Name
Title Title
Address Address
Date Date
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
App Description List Price Contract Price % Discount Subscription Type (Fair Usage) Xerox Translate & Print
Provides instant, machine translations via your Xerox multifunction printer (MFP). Simply scan the document and receive a translation print in one of 44 languages.
$17 per month, per device (1000 scans per year) $3.50 per month, per device 79% Fixed Service Charge per Single Device per month for agreed contract duration.
Transaction allowance: 100 per contracted license per month Connect for Concur
Connector app linking users directly to the Concur service from the Xerox Multifunction Printer to streamline the expense reporting process. Scan multiple receipts at once then preview the scan before submitting into the Concur expense system.
$58.25 per month (10,000 scans) - unlimited devices $3.50 per month, per device 93% Fixed Service Charge per Single Device per month for agreed contract duration.
Transaction allowance: 1500 per contracted license per month Connect for DocuSign
Connector app linking users directly to the DocuSign service from the Xerox Multifunction Printer to help eliminate approval bottlenecks, speed up your paper processes, and keep essential agreements moving forward.
$14 per month, per device $3.50 per month, per device 75% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Exchange Online
Quickly digitize hard-copy documents at your Xerox ConnectKey enabled multifunction printer. Easily select recipients from the global or personal address book and send the scanned document as an attachment through your Exchange account
$5 per month, per device $3.50 per month, per device 30% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for NetSuite
Connector app linking users directly to the NetSuite service from the Xerox Multifunction Printer help optimize how you work with documents. Whether capturing hardcopy documents for human resources or printing those invoices from the accounting software, this app helps keep your company running as efficiently as your NetSuite business management software.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Sage Accounting
Connector app linking users directly to the Sage Accounting service from the Xerox Multifunction Printer to alleviate the manual processing, multiple steps, and errors that can slow you down. Make it easier than ever to scan invoices and payments directly into desired ledgers within your Sage account.
$75 per month (2,000 scans) - unlimited devices $3.50 per month, per device 95% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Sage Intacct
Connector app linking users directly to the Sage Intacct service from the Xerox Multifunction Printer to alleviate the manual processing, multiple steps, and errors that can slow you down. Make it easier than ever to scan bills and payments directly into desired ledgers within your Sage Intacct account.
$75 per month (2,000 scans) - unlimited devices $3.50 per month, per device 95% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Salesforce
Connector app linking users directly to the Salesforce platform from the Xerox Multifunction Printer. Reduce the need to manually enter data into your CRM by instantly digitizing and organizing your most important client documents for timely review and follow-up. Use this app to easily access and search documents within your Salesforce account for printing or scan hardcopy documents into account folders right at the device.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for SignNow
Connector app linking users directly to the SignNow service from the Xerox Multifunction Printer. Helps eliminate approval bottlenecks, speed up your e-signature processes, and keep essential agreements moving forward. Save time and money by signing your documents right at the panel of your Connect Key enabled device.
$5 per month, per device $3.50 per month, per device 30% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect 2.0 for Box
Connect 2.0 for Box®
is a Xerox® connector app to the Box® cloud
storage service. Use this app to easily print from or scan to an individual or shared Box®
account. As more organizations and
workers are leveraging the convenience of cloud storage services, this app makes it easier to digitize documents, collaborate and work on the go.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Google Drive
The Xerox Connect for Google Drive™ app makes it safe and intuitive to digitize documents. With this app and your ConnectKey® enabled device, easily print from or scan to an individual or shared Google Drive™ account.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Region 4 ESC MPS Contract #R191104
Xerox App Gallery Enterprise Price List
1/10/2023
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Connect for OneDrive
The Xerox Connect for Microsoft® OneDrive app makes it safe and intuitive to digitize documents. With this app and your ConnectKey® enabled device, easily print from or scan to an individual or shared Microsoft® OneDrive account.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Microsoft 365
The Xerox Connect for Microsoft® 365 app makes it safe and intuitive to digitize documents. With this app and your ConnectKey® enabled device, easily print from or scan to an individual or shared Microsoft® 365/Sharepoint account. $10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Evernote
With the Xerox® Connect for Evernote on your Xerox® ConnectKey® Technology-enabled multifunction printer (MFP), you can securely scan and print directly to and from your Evernote account. Storing and sharing your notes has never been simpler.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for RMail
For customers needing a comprehensive and secure email solution, the RMail® service delivers HIPAA and GDPR compliant security integrated with the popular email systems. The Xerox® Connect for RMail App along with your ConnectKey® enabled device links directly with the RMail secure email service.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Blackboard
Connect for Blackboard is a Xerox® connector app to Blackboard Learn™, the popular learning management system for higher education. Teachers and students can accelerate collaboration and simplify the process for uploading and storing documents into Blackboard for their classes. Use this app to scan hardcopy course materials such as assignments and handouts into course folders right at the device.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Moodle
The Xerox Connect App for Moodle helps by easily digitizing hardcopy documents. Conveniently authenticate at the printer once and access a Moodle account, browse a Moodle folder structure, and upload coursework, assignments, notes and more. With the helpful print feature, users can lower costs by printing on demand. $10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for Remark Test Grading
Connect for Remark Test Grading is a Xerox® connector app to Gravic's powerful cloud-based test grading service. Now teachers can spend less time grading and more time teaching. Teachers can access the Remark Test Grading Service at the MFP and print bubble tests for their class, scan in the completed answer sheets, and generate instant results.
$14 per month, per device $3.50 per month, per device 75% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Xerox Note Converter
With Xerox® Note Converter and your Xerox® Connect Key enabled device, quickly convert your notes into an MS Word document or text file sent to you digitally. Easily edit and share your notes with everyone in that important meeting you just left, saving you precious time.
$5 per month, per device $3.50 per month, per device 30% Fixed Service Charge per Single Device per month for agreed contract duration.
Transaction allowance: 1500 per contracted license per month Connect for Clio
With Xerox®
Connect App for Clio, extend the reach of Clio’s leading cloud-based software for legal practice management. Quickly digitize hard-copy case files and other legal documents at your multifunction printer. Or browse and print files from your Clio account.
$10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Connect for iManage
With Xerox® Connect App for iManage, optimize the power of iManage, a robust document and email management software for law firms, corporate legal departments, and professional services firms. Use this powerful tool to help digitize hard-copy files and print important documents from any Xerox® ConnectKey® Technologyenabled MFP. $10 per month, per device $3.50 per month, per device 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Xerox Auto Redaction
Xerox®
Auto-Redaction takes advantage of cutting-edge AI
technology in Google’s Data Loss Prevention (DLP) software, that allows for you to select preset Personally Identifiable Information (PII), or custom words and phrases, then automatically redact it. $69.00 $3.50 per month, per device 95%
Fixed Service Charge per Single Device per month for agreed contract duration.
Transaction allowance: 2000 scan pages per contracted license per month
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Capture and Content
Simplify and automate tasks, ensuring documents are sent directly to the systems your business relies on. With the Xerox® Capture & Content App, scan your documents into the Xerox® Capture & Content Services platform, integrating into centrally managed workflows.
Xerox® Capture & Content Services delivers intelligent capture capabilities and enables the classification of documents, the automated extraction of data, as well as routing and integration of information into downstream line of business systems and content management platforms.
After receiving the documents, our Global Capture Platform combines the scanned pages from the MFP with documents coming from other sources (including ad-hoc scanning, batch scanning, onand off- site scan centers and/or electronic documents) transforming, processing, managing and delivering important data and metadata directly into the business processes that need it.
The Capture & Content App requires a Xerox® Capture & Content Services account with the distributed workflow pre-configured by a site administrator and works on Xerox® AltaLink and VersaLink devices with scanners only.
Free Free n/a Free
Connect for XMPIE
With the Xerox Connect app for XMPie you can have instant access to over 50 beautiful templates, through which you can experience the power of XMPie and create personalized content. Holiday cards, Birthday Cards, Calendars and so much more are just one touch away on your ConnectKey enabled device. Please enjoy the Xerox Connect app for XMPie for free to access templates and personalize them for immediate print.
Free Free n/a Free
Quickbooks Online
Connect for QuickBooks Online is a Xerox® connector app, linking users directly to the service to streamline the expense reporting process. Eliminate hassles and inefficiencies in the expense reporting process with a few simple steps at the MFP. Use this app to scan multiple receipts at once, preview the receipts, edit the data fields, submit, and even notify the approver right at the device.
Users must have an existing QuickBooks Online account and access to a computer to link the app to their QuickBooks Online account via the Xerox® Connect for QuickBooks Online portal. The portal to link the two can be found at https://login.xeroxreceipts.com $20.00 $3.50 83%
Fixed service charge per single Device per month for agreed contract duration.
Subscription Allowance: 100 receipts per contracted license per month
Scanning App for Docushare
This v2.0 update enables easy installation of a DocuShareⓇ Flex or DocuShareⓇ pre-configured workflow button onto a Xerox
multifunction printer, from inside or outside a company firewall, to enable scanning of documents into business workflows.
Requires an existing account on a DocuShare Flex or DocuShare server with workflow buttons pre-configured by a site administrator.
Minimum supported server versions are DocuShare 7 with
ConnectKey for DocuShare 1.5.10 and higher, or DocuShare Flex 2.5 and higher.
Note: DocuShare 6.6.1 is not supported in this release.
See the XeroxⓇ Scanning App for DocuShareⓇ Software Quick Start Guide for further details.
Free Free n/a Free
Xerox Content Hub
The Content Hub App is part of the Xerox Content Hub service. It provides organizations with a simple way to create a cloud-based repository of documents that can be securely accessed 24/7 from wherever employees are and wherever they need to print from.
Documents can be selected, customized and printed directly from any Xerox ConnectKey-enabled printer or remotely via a desktop or mobile device. Learn more at
https://help.xmpie.com/ContentHub/index.htm.
Free Free n/a Free
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Xerox ID Checker
ID fraud is real, and manual detection can lead to failure rates of up to 50%. The Xerox® ID Checker App makes protecting businesses from ID fraud easy. Now staff can check the validity of an ID document in seconds. Captured data can be automatically exported for custom onboarding workflows. Manual steps are eliminated, so risks of error are reduced. And you can relax, knowing your business is safe.
Xerox® ID Checker can help prevent fraud and make it easier than ever to scan global ID documents.
Allows the scanning of typical ID documents like drivers’ licenses, passports and country IDs.
Review the scan with a clear scan preview, both front and back.
Receive instant feedback right from the Xerox ConnectKey enabled device.
Email or Print the Certificates of Authenticity.
Instantly verify IDs with the Xerox ID Checker App.
Trial the Xerox ID Checker App No Charge for 30 days or 15 verifications. A subscription can be purchased via the subscribe button once the trial period ends.
$99.00 $50.00 49%
Fixed service charge per single Device per month for agreed contract duration.
Subscription Allowance: 100 verifications per contracted license per month
Connect for DocuShare Go
With Xerox® Connect App for DocuShare® Go users can connect Xerox® ConnectKey® Technology-enabled multifunction printers directly and securely to their DocuShare® Go account.
Using this app, you’ll be able to quickly navigate to find files or folders allowing you to print or scan documents in just a few clicks.
Utilizing the Intelligent Capture Recognition / Optical Character Recognition (ICR / OCR) of DocuShare® Go, scanned documents can be tagged with key metadata, even handwritten text can be recognized and tagged for easy retrieval automatically.
Printing is secure, on-demand and from any location where the Connect App for DocuShare® Go has been installed, helping you to print only when and what is needed yet avoiding sensitive documents being left on output trays.
Key App features
Directly connect ConnectKey enabled MFP securely to
DocuShare® Go accounts.
Easy navigation to find documents to print or folders to scan in to.
Preview files before submitting for print or scan, helping to avoid wasted prints or incorrect scans being sent.
Supports Single Sign On convenience authentication when paired with a supported authentication solution*.
Supported file formats for Print: Microsoft® Office, PDF, Apache™ OpenOffice™, TIFF, JPEG, PNG, GIF, TXT, RTF, EML, XPS, PS and PCL® Supported output file formats for Scan: PDF, PDF/A, XPS, TIFF, JPEG,
DOCX, XLSX, PPTX
Free Free n/a Free
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Connect for Dropbox
Organizations and workers are leveraging the convenience of cloud storage services. The Xerox Connect for Dropbox™ app makes it safe and intuitive to digitize documents. With this app and your ConnectKey® enabled device, easily print from or scan to an individual or shared Dropbox™ account.
Xerox Connect for Dropbox™ can:
Use your company’s Exchange credentials at login.
Navigate your folder structure and then easily scan your hardcopy document.
Quickly print one or multiple documents.
This connector supports single sign on authentication when using a supported authentication solution*.
$10.00 $3.50 65% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Scan to Cloud Email
Xerox® Scan to Cloud Email
A free app that provides a simple and secure alternative to multifunction printer (MFP) email capabilities. Easily install this app in minutes to scan hardcopy documents and send to one or multiple email addresses. A simple easy to use app that is made for your Xerox® ConnectKey® enabled device at home, or in the office.
With Xerox Scan to Cloud Email, you can:
Send to one or multiple email recipients.
Save and edit up to 50 recipients within the app.
Edit the name of your scan and add date and time with one touch.
Easily add a reply address so your recipients know where to reply.
Type an email message at the device user interface.
Free Free n/a Free
Clean Hands Reminder
Need to remind yourself or others about the importance of washing hands? The “Clean Hands Reminder” screen saver style app is now available for most Xerox Printers and Multifunction devices. This simple and non-intrusive app reminds users of the importance of hygiene in the workplace. The app displays when the device is inactive. When the user touches any portion of the screen or button, the app exits to the home screen. This app is freely available and applicable to VersaLink, PrimeLink and most AltaLink models.
The app will not work on Xerox i-Series or older. To maximize the benefit of the Clean Hands Reminder app ensure you have: 1. Set the app to be the default service on the device (example: Entry Screen Default, Walkup Screen Setting) 2. Set the user interface timeout to the minimum. (example: touch user interface system timeout, system timeout for the device control panel) 3. Set Energy Saver to the longest possible setting (example: Power Saver, Low Power Setting at 60 minutes) Please consult your device’s specific user guide for specific details.
Free Free n/a Free
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Share Patient Information
The Xerox® Share Patient Information App enables your practice to intelligently share patient information with millions of other healthcare professionals, including the ability to scan and store patient information directly to a patient’s chart, depending on the capabilities of your EHR. Using the latest healthcare standards for communication, the Share Patient Information App transforms any compatible Xerox® ConnectKey® Technology-enabled device into a HIPAA-compliant, interoperable Healthcare MFP.
The Xerox Healthcare MFP is engineered for Healthcare.
The Share Patient Information app is Kno2 Connected™.
Transform paper into healthcare formatted documents to be sent/stored digitally.
Integrated search to accurately identify the patient. * Scan and store information to the patient's chart in your EHR. * Select recipients from the National Provider Directory.
Supports fax for healthcare, allowing document exchange with providers still requiring fax.**
Dedicated, streamlined workflow for faxing non-patient
information.
Supports single sign on authentication.
*Dependent on the capabilities of your EHR.
**Kno2 fax for healthcare is an optional feature of Kno2's Interoperability as a Service.™
Free Free n/a Free
@PrintByXerox
The @PrintByXerox app enables easy printing from email. Submit an email to [email protected] with any attachments that you wish to print. New users will receive an email confirmation containing a password. Use your password at a Xerox device running the @PrintByXerox app to release your job(s). For a list of compatible products, please check Xerox.com.
Free Free n/a Free
Touchless Access
Touchless technology helping make the workplace safer for everyone. The Xerox® Touchless Access App enables your Xerox office multifunction device to be accessed from your smart phone – without having to connect to the local network.
This app is available No Charge of charge and applicable to all VersaLink and AltaLink devices. When the user scans the QR code with their smart phone, a simple mobile web portal opens to allow the user to access core services of copy, scan and print.
To achieve touchless workflow, set your Touchless Access App as the default service on the device.
To optimize the Touchless Access App’s user experience:
Set your device’s Energy Saver to the longest possible settings and Configure Scan to Email on your device.
Please consult the Touchless Access App’s Quick Start Guide from the Documentation link below and your device’s specific user guides for setup details and instructions.
Free Free n/a Free
Auto Copy
Would you like to automatically copy documents without
interaction with the touch screen? The Xerox® Auto Copy App saves time by producing copies when you place your documents in the document feeder.
With this app and a simple setting, the Xerox® Auto Copy App can be your default screen, making it easy to create copies.
Auto Copy features:
Set Auto Copy as the default screen, for repeated copying.
Copying will start after 7 seconds of placing originals in document feeder.
Authenticated users can customize personal copy defaults easily within the app.
Please see the Quick Start Guide for further details in the support documentation below.
Free Free n/a Free
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Quick Link
Every business is unique with a myriad of IT related requirements and processes. The Xerox® Quick Link App is self-support made simple. Easy to connect. Fast to print. With the Xerox® Quick Link App on your Xerox® ConnectKey® Technology enabled devices, you can quickly connect to your laptop, desktop computer or mobile device through a simple email or QR code scan.
Free Free n/a Free
Scan with Print
Maximize your productivity with Xerox® Scan with Print by combining common multi-function printing tasks into one, easy to use app. Simply save presets to perform multiple tasks in a single scan, such as scanning to a location and receiving a print simultaneously on a Xerox ConnectKey enabled device.
Xerox® Scan with Print can speed up multi-step document processes with features like:
Perform various processes once without having to scan multiple times.
Scan your original document to a location and simultaneously receive a print.
Choose single or multiple destinations: scan to email, SMB, and SFTP network locations.
Split large documents by any number of pages with the job splitting feature.
Save time with the Preset feature by storing the frequently used combination that works for you.
Simple configuration: Once and then done, with no confusing settings or steps.
Speed up document-centric processes and gain productivity with Xerox® Scan with Print app.
Trial the Xerox Scan with Print app No Charge for 30 days. A subscription can be purchased via the subscribe button once the trial period ends.
$5.00 $3.50 30% Fixed Service Charge per Single Device per month for agreed contract duration. Unlimited volume of allowable transactions Summarizer
There is an immense amount of text and data generated in news articles, social media articles, blog posts, etc. Creating summaries can be extremely time-consuming, therefore the need to
automatically summarize information is on the rise. Xerox® Summarizer App creates a summary of documents for viewing, printing, and emailing, right on a Xerox® ConnectKey® enabled device. With the help of artificial intelligence (AI), Xerox® Summarizer condenses dozens or even hundreds of pages by reducing the original scanned document to a percentage of the original or can create a short and concise interpretation of the source text. A quick and useful way to summarize textual data to reduce reading time, help with research, or identify the main idea of material for a relevant and fast uptake of information.
With Xerox® Summarizer, you can:
Easily preview your summary on the fly at the user interface.
Email the result in PDF or Microsoft Word format.
Print a copy of the summary right from the device.
Summarize 2 different ways.
$49.00 $3.50 93%
Fixed service charge per single Device per month for agreed contract duration.
Subscription Allowance: 100 credits per contracted license per month
Support Assistant 3.3
Help customers gain insight into open service and supplies incidents at the device UI. Users see simplified, friendly messages relating to open tickets in XSM, thereby reducing calls to operations teams.
Supported scenarios include open and closed service incidents, as well as open, closed, monitoring, and shipped supplies incidents.
Note: This application is only supported for Xerox Managed Print Services Accounts.
Free Free n/a Free
Xerox App Gallery
The Xerox App Gallery is your gateway to a growing collection of downloadable apps designed to transform the way you handle documents and data. Apps from the Xerox App Gallery simplify repetitive or complex processes and extend your printer’s capabilities. With these easy-to-use apps, your Xerox® ConnectKey® Technology-enabled printer or MFP (multifunction printer) transforms into a well-connected, always-accessible workplace assistant. With this app, you have immediate access to a growing collection of apps right at the device.
Free Free n/a Free
NOTE: Custom quote (Added charge) required if Xerox Professional Services is utilized to install and deploy app(s) DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Addendum
Region 4 ESC NO. R191104
Form # 52688 (11-OCT22) XEROX CONFIDENTIAL Page 1 of 3
XEROX APP GALLERY ADDENDUM
THIS ADDENDUM (this “Addendum”) amends the terms and conditions of the order identified by WU# <<INSERT 6-DIGIT WORKUP #>> to which it is attached under Services Contract # <<INSERT 7-DIGIT CONTRACT NUMBER>>-<<INSERT 3-DIGIT ORDER EXTENSION #>> (the “Order”), by and between <<INSERT CUSTOMER NAME>> (“Customer”) and Xerox Corporation (“Xerox”).
1. Selected Application(s): Please select the Application(s) and license quantities you, as the Customer, are ordering in Attachment A to this Addendum, which are available in the Xerox App Gallery located at: https://appgallery.services.xerox.com. Customer’s acquisition of these applications is subject to the terms and conditions of the Xerox App Gallery Addendum signed by Customer on the order identified by WU # <<INSERT WORKUP # FROM ORDER THAT INCLUDED THE FULL APP GALLERY ADDENDUM FORM # 52629>>.
2. The effective date of this Addendum is the effective date of the Order to which this Addendum is attached. In the event of a conflict between the terms and conditions of the Agreement or Order and this Addendum, this Addendum will control. Unless otherwise defined herein, capitalized terms shall be as defined in the Agreement. Except as specified in this Addendum, all other terms and conditions of the Agreement shall remain in effect as stated.
DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Addendum
Region 4 ESC NO. R191104
Form # 52688 (11-OCT22) XEROX CONFIDENTIAL Page 2 of 3
XEROX APP GALLERY ADDENDUM
Attachment A
CK Apps with Subscription Fee and Unlimited Volume
App Name Subscription Type Device License Quantity
Add Name Fixed service charge per single Device per month for agreed contract duration. Device licenses Add Name Fixed service charge per single Device per month for agreed contract duration. Device licenses DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Addendum
Region 4 ESC NO. R191104
Form # 52688 (11-OCT22) XEROX CONFIDENTIAL Page 3 of 3
XEROX APP GALLERY ADDENDUM
Attachment A (continued)
CK Apps with Subscription Fee and Defined Volume
App Name Subscription Type Device License Quantity
Add Name Fixed service charge per single Device per month for agreed contract duration.
Subscription Allowance: 1500 receipts per contracted license per month Device licenses Add Name Fixed service charge per single Device per month for agreed contract duration.
Subscription Allowance: 100 invoices per contracted license per month Device licenses Workflow Central Platform with Subscription Fee and Defined Volume Name Subscription Type
Check the “Selected” box for the
desired Subscription Type
(only choose one)
Add Name Fixed service charge for unlimited Devices per month for agreed contract duration.
Subscription Allowance: 15,000 credits per month ☐ Selected Add Name Fixed service charge for unlimited Devices per month for agreed contract duration.
Subscription Allowance: 25,000 credits per month ☐ Selected DocuSign Envelope ID: D5C7F9C8-725D-4FF3-8033-1B600C5D4FEF
Request for Contract Update
Pursuant to the terms of contract number________________ for _________________________ Contractor must notify and receive approval from Region 4 ESC when there is an update in the contract. No request will be officially approved without the prior authorization of Region 4 ESC. Region 4 ESC reserves the right to accept or reject any request.
hereby provides notice of the following update on
(Contractor)
this date .
Instructions: Contractor must check all that may apply and shall provide supporting documentation. Requestsreceived without supporting documentation will be returned. This form is not intended for use if there is a material change in operations, such as assignment, bankruptcy, change of ownership, merger, etc. Material changes must be submitted on a “Notice of Material Change to Vendor Contract” form. Authorized Distributors/Dealers
Addition
Deletion
Supporting Documentation
Products/Services
NewAddition
Update Only
Supporting Documentation
States/Territories
Supporting Documentation
Price Update
Supporting Documentation
Discontinued Products/Services
Supporting Documentation
Other
Supporting Documentation
Notes: Contractor may include other notes regarding the contract update here: (attach another page if necessary).
Submitted By:
Title:
Approved by Email: Date
Denied by Email: Date
Email Address: Region 4 ESC:
R191104 Xerox
Xerox
1/5/2023
X
X
Xerox Everyday Toner is a line of toner supplies for specific non-Xerox printers that provides savings, safety and reliability with the confidence of the Xerox brand and solid performance. Xerox is requesting approval to add the Xerox Everyday Toner supplies to the Region 4 ESC R191104 contract. The Everyday Toner solution is available for members who wish to purchase Everyday Toner on an ongoing basis via a portal which shall be created by the Xerox eCommerce team.
The attached Region 4 ESC Everyday Toner price list includes the non-Xerox printers' supply item description, the List Price and the Region 4 ESC Contract Price.
Rachael Jones Turner
Director, SLED Cooperative Contracts
[email protected]
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724 1/12/2023 | 9:19 AM CST
Region 4 ESC Copier Printer Contract #R191104
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
006R03624 HP CC364X Mono 24000 24000 HP LaserJet P4515, HP LaserJet P4015 $74.07 $187.11 006R03625 HP CC364X Mono N/A 35000
HP LaserJet P4515, HP LaserJet P4015 Chipped for FMAudit Software $94.64 $239.09
006R03626 HP CC364X Mono N/A 35000 HP LaserJet P4515, HP LaserJet P4015 $73.91 $186.74 006R03627 HP
CE255A CRG324 Mono 6000 6000Canon imageCLASS MF515, HP LaserJet P3015, Canon LaserShot LBP6750 $48.00 $121.28
006R03628 HP
CE255X CRG324II Mono 12500 12500Canon imageCLASS MF515, Canon imageCLASS LBP6780, HP LaserJet P3015, Canon LaserShot LBP6750 $46.79 $118.21
006R03629 HP CE255X Mono N/A 18000 HP LaserJet P3015, HP LaserJet Pro M521 $67.20 $169.79 006R03630 HP
CE278A CRG126 CRG-128 Mono 2100 2100
Canon imageCLASS MF4770, Canon imageCLASS LBP6200, Canon imageCLASS MF4412, Canon imageCLASS MF4550, Canon
imageCLASS MF4580, Canon FAXPHONE L190, Canon imageCLASS D550, HP LaserJet M1536 MFP, Canon imageCLASS MF4450, HP LaserJet P1566, Canon imageCLASS MF4570, Canon imageCLASS MF4890, Canon imageCLASS MF4420, HP LaserJet P1606, Canon imageCLASS MF4880, Canon imageCLASS D530 $20.58 $51.98
006R03632 HP CE390A Mono 10000 10000
HP LaserJet 600 M601, HP LaserJet M4555 MFP, HP LaserJet 600 M603, HP LaserJet 600 M602 $54.86 $138.60
006R03633 HP CE390X Mono 24000 24000
HP LaserJet M4555 MFP, HP LaserJet 600 M603, HP LaserJet 600 M602 $55.83 $141.06
006R03636 HP
CE505X CRG119II GPR-41 Mono N/A 10000
Canon imageCLASS MF416, Canon imageCLASS LBP251, Canon
imageCLASS LBP6670, Canon imageRUNNER LPB3470, Canon
imageCLASS MF414, Canon imageCLASS MF5960, Canon
imageCLASS LBP6650, Canon imageCLASS LBP253, Canon
imageCLASS MF6180, Canon imageCLASS MF5880, Canon
imageCLASS MF5850, Canon imageCLASS MF5950, Canon
imageRUNNER LPB3480, Canon LASER CLASS 650i, Canon
imageCLASS LBP6300, Canon imageCLASS MF6160, HP LaserJet P2055 $45.26 $114.35
006R03637 HP CF217A Mono 1600 1600 HP LaserJet Pro M130, HP LaserJet Pro M102 $26.06 $65.84 006R03638 HP
CF226A CRG052 Mono 3100 3100
Canon imageCLASS LBP215, Canon imageCLASS LBP214, Canon imageCLASS LBP424, HP LaserJet Pro M402, Canon imageCLASS LBP426, Canon imageCLASS LBP429, HP LaserJet Pro M426 $45.26 $114.35 11/14/2022
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03639 HP
CF226X CRG052H Mono9,000 /
9,200 9000
Canon imageCLASS LBP215, Canon imageCLASS LBP214, Canon imageCLASS LBP424, HP LaserJet Pro M402, Canon imageCLASS LBP426, Canon imageCLASS LBP429, HP LaserJet Pro M426 $60.35 $152.46 006R03640 HP
CF230A CRG051 Mono1,600 /
1,700 1600
HP LaserJet Pro MFP M227, HP LaserJet Pro M203, Canon
imageCLASS LBP162 $30.20 $76.31
006R03641 HP
CF230X CRG051H Mono3,500 /
4,000 3500
HP LaserJet Pro MFP M227, HP LaserJet Pro M203, Canon
imageCLASS LBP162 $47.29 $119.46
006R03642 HP CF237A Mono 11000 11000
HP LaserJet Enterprise M608, HP LaserJet Enterprise MFP M631, HP LaserJet Enterprise M607, HP LaserJet Enterprise M609, HP LaserJet Enterprise MFP M633, HP LaserJet Enterprise MFP M632 $95.32 $240.82 006R03643 HP CF237X Mono 25000 25000
HP LaserJet Enterprise M608, HP LaserJet Enterprise MFP M631, HP LaserJet Enterprise M609, HP LaserJet Enterprise MFP M633, HP LaserJet Enterprise MFP M632 $120.70 $304.92
006R03644 HP CF279A Mono 1000 1000 HP LaserJet Pro M12, HP LaserJet Pro MFP M26 $29.81 $75.32 006R03647 HP CF280X Mono 13000 13000 HP LaserJet Pro 400 MFP M401/M425 $43.89 $110.88 006R03648 HP
CF281A CRG039 Mono 10500 10500HP LaserJet M630, HP LaserJet M606, Canon imageCLASS LBP352, Canon imageCLASS LBP351, HP LaserJet M604, HP LaserJet M605 $49.42 $124.85 006R03649 HP
CF281X CRG039H Mono 25000 25000HP LaserJet M630, HP LaserJet M606, Canon imageCLASS LBP352, Canon imageCLASS LBP351, HP LaserJet M605 $59.52 $150.35 006R03650 HP CF283A Mono 1500 1500
HP LaserJet M127, HP LaserJet Pro M202, HP LaserJet
M125/M125NW, HP LaserJet M201, HP LaserJet M225, HP
LaserJet Pro M128 $24.69 $62.37
006R03651 HP
CF283X CRG137 Mono2,200 /
2,400 2200
Canon imageCLASS MF227, Canon imageCLASS MF216, Canon
imageCLASS MF232, HP LaserJet M201, Canon imageCLASS
MF229, Canon imageCLASS MF212, HP LaserJet M225, Canon
imageCLASS MF244, Canon imageCLASS MF247, Canon
imageCLASS D570, Canon imageCLASS MF236, Canon imageCLASS LBP151 $27.44 $69.30
006R03652 HP
CF287A CRG041 CRG-121 Mono
5,000 /
9,000 /
10,000 9000
HP LaserJet Pro M501, Canon imageCLASS D1620, HP ENTERPRISE M506, Canon imageCLASS MF525, HP LaserJet Enterprise MFP M527, Canon imageCLASS LBP312, Canon imageCLASS D1650 $60.35 $152.46 006R03653 HP
CF287X CRG041H Mono18,000 /
20,000 18000
HP LaserJet Pro M501, HP ENTERPRISE M506, Canon imageCLASS MF525, HP LaserJet Enterprise MFP M527, Canon imageCLASS LBP312 $64.02 $161.72
006R03657 HP Q1338A Mono 12000 12000 HP LaserJet 4200 $52.13 $131.67 Page 2 of 12 DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03659 HP
Q2612A CRG104 FX-9 CRG103 Mono 2000 2000
Canon LaserShot LBP3000, Canon FAXPHONE L120, HP LaserJet M1005 MFP, HP LaserJet 3015/3020/3030/305x, HP LaserJet 1020/1022, HP LaserJet M1319 MFP, HP LaserJet
1010/1012/1015/1018 $17.55 $44.33
006R03662 HP
Q5942A
Q1338A Mono
10,000 /
12,000 10000
HP LaserJet 4240, HP LaserJet 4200, HP LaserJet 4250, HP LaserJet 4350 $49.95 $126.19
006R03663 HP
Q5942X
Q1339A
Q5945A Mono
18,000 /
20,000 20000
HP LaserJet M4345, HP LaserJet 4300, HP LaserJet 4250, HP LaserJet 4350 $54.86 $138.60
006R03664 HP
Q5942X
Q1339A
Q5945A Mono N/A 30000
HP LaserJet 4300, HP LaserJet 4345, HP LaserJet 4250, HP LaserJet 4350 $66.50 $168.00
006R03665 HP
Q5949A
Q7553A Mono
2,500 /
3,000 3000
HP LaserJet 1320, HP LaserJet P2015, HP LaserJet P2014, HP LaserJet M2727, HP LaserJet 1160, HP LaserJet 3390, HP LaserJet 3392 $26.06 $65.84
006R03666 HP
Q5949X
Q7553X Mono
6,000 /
7,000 6000
HP LaserJet 1320, HP LaserJet P2015, HP LaserJet P2014, HP LaserJet M2727, HP LaserJet 3390, HP LaserJet 3392 $31.55 $79.70 006R03679 HP
CF360X CRG040HBK Black 12500 12500
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $77.52 $195.84
006R03680 HP
CF361X CRG040HC Cyan9,500 /
10,000 9500
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $82.30 $207.90
006R03681 HP
CF362X CRG040HY Yellow9,500 /
10,000 9500
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $82.30 $207.90
006R03682 HP
CF363X CRG040HM Magenta9,500 /
10,000 9500
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $82.30 $207.90
006R03688 HP
CF400A CRG045BK Black 1500 1500
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $37.03 $93.56 006R03689 HP
CF401A CRG045C Cyan 1400 1400
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $38.41 $97.02 Page 3 of 12 DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03690 HP
CF402A CRG045Y Yellow1,300 /
1,400 1400
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $38.41 $97.02 006R03691 HP
CF403A CRG045M Magenta1,300 /
1,400 1400
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $38.41 $97.02 006R03692 HP
CF400X CRG045HBK Black 2800 2800
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $45.26 $114.35 006R03693 HP
CF401X CRG045HC Cyan2,200 /
2,300 2300
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $53.49 $135.14 006R03694 HP
CF402X CRG045HY Yellow2,200 /
2,300 2300
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $53.49 $135.14 006R03695 HP
CF403X CRG045HM Magenta2,200 /
2,300 2300
HP Color LaserJet Pro M274, Canon imageCLASS LBP612, Canon imageCLASS MF634, HP Color LaserJet Pro M252, Canon
imageCLASS MF632, HP Color LaserJet Pro M277 $53.49 $135.14 006R03696 HP
CF410A CRG046BK Black2,200 /
2,300 2300
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $50.75 $128.21 006R03697 HP
CF411A CRG046C Cyan 2300 2300
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $53.49 $135.14 006R03698 HP
CF412A CRG046Y Yellow 2300 2300
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $53.49 $135.14 006R03699 HP
CF413A CRG046M Magenta 2300 2300
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $53.49 $135.14 006R03700 HP
CF410X CRG046HBK Black6,300 /
6,500 6500
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $61.72 $155.93
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03701 HP
CF411X CRG046HC Cyan 5000 5000
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $61.72 $155.93 006R03702 HP
CF412X CRG046HY Yellow 5000 5000
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $61.72 $155.93 006R03703 HP
CF413X CRG046HM Magenta 5000 5000
HP Pro M452, Canon imageCLASS MF731, HP Color LaserJet Pro MFP M477, Canon imageCLASS MF733, HP LaserJet Pro MFP
M377, Canon imageCLASS MF735, Canon imageCLASS LBP654 $61.72 $155.93 006R03704 HP CF500X Black 3200 3200
HP LaserJet MFP M281, HP LaserJet Pro M254, HP LaserJet MFP M280 $52.13 $131.67
006R03705 HP CF501X Cyan 2500 2500
HP LaserJet MFP M281, HP LaserJet Pro M254, HP LaserJet MFP M280 $53.49 $135.14
006R03706 HP CF502X Yellow 2500 2500
HP LaserJet MFP M281, HP LaserJet Pro M254, HP LaserJet MFP M280 $53.49 $135.14
006R03707 HP CF503X Magenta 2500 2500
HP LaserJet MFP M281, HP LaserJet Pro M254, HP LaserJet MFP M280 $53.49 $135.14
006R03708 HP
CB435A CB436A
CE285A CRG125 Mono
1,500 /
1,600 /
2,000 2000
HP LaserJet P1102/P1102W, Canon imageCLASS D1620, Canon imageCLASS MF3010, HP LaserJet P1505, Canon imageCLASS
LBP6000, HP LaserJet M1522 MFP, HP LaserJet M1120, HP
LaserJet P1002/P1003/P1004/P1005/P1006/P1009, Canon
imageCLASS D1650, Canon i-SENSYS LBP6000, Canon imageCLASS LBP6030, HP LaserJet M1130, Canon i-SENSYS LBP6030 $26.06 $65.84 006R03710 HP CC364A Mono 10000 10000 HP LaserJet P4515, HP LaserJet P4014, HP LaserJet P4015 $48.78 $123.23 006R03711 HP CC364A Mono N/A 20000 HP LaserJet P4515, HP LaserJet P4014, HP LaserJet P4015 $64.47 $162.86 006R03712 Brother TN221BK Black 2500 2500
Brother MFC-9330, Brother MFC-9130, Brother HL-3180, Brother HL-3140, Brother MFC-9340, Brother HL-3170 $31.55 $79.70 006R03713 Brother TN221C Cyan 1400 1400
Brother MFC-9330, Brother MFC-9130, Brother HL-3180, Brother HL-3140, Brother MFC-9340, Brother HL-3170 $31.55 $79.70 006R03714 Brother TN221M Magenta 1400 1400
Brother MFC-9330, Brother MFC-9130, Brother HL-3180, Brother HL-3140, Brother MFC-9340, Brother HL-3170 $31.55 $79.70 006R03715 Brother TN221Y Yellow 1400 1400
Brother MFC-9330, Brother MFC-9130, Brother HL-3180, Brother HL-3140, Brother MFC-9340, Brother HL-3170 $31.55 $79.70
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03723 Brother TN-450 Mono 2600 2600
Brother HL-2275DW, Brother HL-2270DW, Brother FAX-2840, Brother HL-2220, Brother DCP-7060D, Brother MFC-7240, Brother HL-2240/HL-2240D, Brother HL-2230, Brother DCP-7065DN,
Brother HL-2280DW, Brother MFC-7360N/7460DN/7860DW,
Brother FAX-2940 $18.29 $46.19
006R03726 Brother TN-660 Mono 2600 2600
Brother MFC-L2705DW, Brother DCP-L2520, Brother HL-L2360, Brother HL-L2300, Brother MFC-L2700, Brother HL-2380DW, Brother HL-L2340, Brother MFC-L2720, Brother HL-2320D,
Brother HL-2305SW, Brother DCP-L2540 $24.69 $62.37
006R03727 Brother TN-750 Mono 8000 8000
Brother MFC-8510/8510DN, Brother MFC8950/8950DW/8950DWT, Brother MFC-8710, Brother DCP-8150, Brother MFC-8910, Brother DCP-8110/8110DN, Brother HL5440/HL-5450/HL-5470, Brother MFC-8810, Brother HL6180DW/6180DWT, Brother DCP-8155 $27.19 $68.68 006R03786 Brother TN210BK Black 2200 2200
Brother MFC-9320CN, Brother HL-3045CN, Brother MFC-9120CN, Brother MFC-9325CW, Brother DCP-9010CN, Brother MFC9125CN, Brother HL-3040CN/HL-3070CW, Brother HL-3075CW, Brother HL-3070 $23.67 $59.80
006R03787 Brother TN210M Magenta 1400 1400
Brother MFC-9320CN, Brother HL-3045CN, Brother MFC-9120CN, Brother MFC-9325CW, Brother DCP-9010CN, Brother MFC9125CN, Brother HL-3040CN/HL-3070CW, Brother HL-3075CW, Brother HL-3070 $22.92 $57.92
006R03788 Brother TN210Y Yellow 1400 1400
Brother MFC-9320CN, Brother HL-3045CN, Brother MFC-9120CN, Brother MFC-9325CW, Brother DCP-9010CN, Brother MFC9125CN, Brother HL-3040CN/HL-3070CW, Brother HL-3075CW, Brother HL-3070 $22.92 $57.92
006R03789 Brother TN210C Cyan 1400 1400
Brother MFC-9320CN, Brother HL-3045CN, Brother MFC-9120CN, Brother MFC-9325CW, Brother DCP-9010CN, Brother MFC9125CN, Brother HL-3040CN/HL-3070CW, Brother HL-3075CW, Brother HL-3070 $22.92 $57.92
006R03790 Brother TN-760 Mono 3000 3000
Brother DCP-L2550, Brother HL-2390, Brother HL-2370, Brother HL-L2350, Brother MFC-2710, Brother HL-2395, Brother MFCL2750 $27.75 $70.10 006R03791 Brother TN-780 Mono 12000 12000 Brother MFC-8950/8950DW/8950DWT, Brother HL-6180 $33.01 $83.40 006R03792 Brother DR-420 Mono 12000 12000
Brother HL-2275DW, Brother HL-2270DW, Brother FAX-2840, Brother HL-2220, Brother DCP-7060D, Brother MFC-7240, Brother HL-2240/HL-2240D, Brother HL-2230, Brother DCP-7065DN,
Brother HL-2280DW, Brother MFC-7360N/7460DN/7860DW,
Brother FAX-2940 $38.39 $96.99 Page 6 of 12
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03793 HP
CF360A CRG040BK Black6,000 /
6,300 6000
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $57.25 $144.62
006R03794 HP
CF361A CRG040C Cyan5,000 /
5,400 5000
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $65.60 $165.71
006R03795 HP
CF362A CRG040Y Yellow5,000 /
5,400 5000
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $65.60 $165.71
006R03796 HP
CF363A CRG040M Magenta5,000 /
5,400 5000
Canon imageCLASS LBP712, HP Color LaserJet Enterprise M577, HP Color LaserJet Enterprise M553, Canon i-SENSYS LBP712, Canon iSENSYS LBP710, Canon Satera LBP712, HP Color LaserJet Enterprise M552 $65.60 $165.71
006R03797 HP CE400X Black 11000 11000
HP Color LaserJet M575, HP Color LaserJet M551, HP Color LaserJet M570 $82.02 $207.21
006R03798 HP CE400A Black 5500 5500
HP Color LaserJet M575, HP Color LaserJet M551, HP Color LaserJet M570 $64.37 $162.64
006R03799 HP CE401A Cyan 6000 6000
HP Color LaserJet M575, HP Color LaserJet M551, HP Color LaserJet M570 $67.61 $170.81
006R03800 HP CE402A Yellow 6000 6000
HP Color LaserJet M575, HP Color LaserJet M551, HP Color LaserJet M570 $67.61 $170.81
006R03801 HP CE403A Magenta 6000 6000
HP Color LaserJet M575, HP Color LaserJet M551, HP Color LaserJet M570 $67.61 $170.81
006R03802 HP CE410X Black 4000 4000
HP Color LaserJet M475 MFP, HP LaserJet Pro 400 MFP
M401/M425, HP Color LaserJet M375MFP, HP LaserJet Pro 300 M351 , HP Color LaserJet M451 $29.91 $75.57
006R03803 HP CE410A Black 2200 2200
HP Color LaserJet M475 MFP, HP Color LaserJet M375MFP, HP LaserJet Pro 300 M351 , HP Color LaserJet M451 $41.15 $103.95 006R03804 HP CE411A Cyan 2600 2600
HP Color LaserJet M475 MFP, HP Color LaserJet M375MFP, HP LaserJet Pro 300 M351 , HP Color LaserJet M451 $32.04 $80.95 006R03805 HP CE412A Yellow 2600 2600
HP Color LaserJet M475 MFP, HP Color LaserJet M375MFP, HP LaserJet Pro 300 M351 , HP Color LaserJet M451 $32.04 $80.95 006R03806 HP CE413A Magenta 2600 2600
HP Color LaserJet M475 MFP, HP Color LaserJet M375MFP, HP LaserJet Pro 300 M351 , HP Color LaserJet M451 $32.04 $80.95
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03807 HP
CF210X CB540A
CE320A CRG116BK CRG131BKH Black
2,000 /
2,200 /
2,300 /
2,400 2400
HP LaserJet Pro CP1525, HP LaserJet Pro 200 M251, HP Color LaserJetCP1518N, Canon imageCLASS MF8050, HP Color LaserJet CM1312 MFP, HP LaserJet Pro 200 MFP M276, Canon
imageCLASS MF8280, HP Color LaserJet CM1415, HP Color
LaserJet CP1217, Canon imageCLASS MF628, HP Color
LaserJetCP1515N, Canon imageCLASS MF8080, HP Color LaserJet CP1215 $38.41 $97.02
006R03808 HP
CF210A CRG131BK Black1,400 /
1,600 1600
HP LaserJet Pro 200 M251, HP LaserJet Pro 200 MFP M276, Canon imageCLASS MF8280, Canon imageCLASS MF628 $34.29 $86.63 006R03809 HP
CF211A CB541A
CE321A CRG116C CRG-131C Cyan
1,300 /
1,400 /
1,500 /
1,800 1800
HP LaserJet Pro CP1525, HP LaserJet Pro 200 M251, HP Color LaserJetCP1518N, Canon imageCLASS MF8050, HP Color LaserJet CM1312 MFP, HP LaserJet Pro 200 MFP M276, Canon
imageCLASS MF8280, HP Color LaserJet CM1415, HP Color
LaserJet CP1217, Canon imageCLASS MF628, HP Color
LaserJetCP1515N, Canon imageCLASS MF8080, HP Color LaserJet CP1215 $32.92 $83.16
006R03810 HP
CF212A CB542A
CE322A CRG116Y CRG-131Y Yellow
1,300 /
1,400 /
1,500 /
1,800 1800
HP LaserJet Pro CP1525, HP LaserJet Pro 200 M251, HP Color LaserJetCP1518N, Canon imageCLASS MF8050, HP Color LaserJet CM1312 MFP, HP LaserJet Pro 200 MFP M276, Canon
imageCLASS MF8280, HP Color LaserJet CM1415, HP Color
LaserJet CP1217, Canon imageCLASS MF628, HP Color
LaserJetCP1515N, Canon imageCLASS MF8080, HP Color LaserJet CP1215 $32.92 $83.16
006R03811 HP
CF213A CB543A
CE323A CRG116M CRG131M Magenta
1,300 /
1,400 /
1,500 /
1,800 1800
HP LaserJet Pro CP1525, HP LaserJet Pro 200 M251, HP Color LaserJetCP1518N, Canon imageCLASS MF8050, HP Color LaserJet CM1312 MFP, HP LaserJet Pro 200 MFP M276, Canon
imageCLASS MF8280, HP Color LaserJet CM1415, HP Color
LaserJet CP1217, Canon imageCLASS MF628, HP Color
LaserJetCP1515N, Canon imageCLASS MF8080, HP Color LaserJet CP1215 $32.92 $83.16
006R03812 HP
CE340A CE270A
CE740A Black
13,500 /
7,000 13500
HP Color LaserJet CP5525, HP Color LaserJet CP5225, HP Color LaserJet CP5220, HP Color LaserJet Enterprise M750, HP Color LaserJet M775 $111.92 $282.74
006R03813 HP
CE341A CE271A
CE741A Cyan
7,300 /
15,000 /
16,000 16000
HP Color LaserJet CP5525, HP Color LaserJet CP5225, HP Color LaserJet CP5220, HP Color LaserJet Enterprise M750, HP Color LaserJet M775 $118.50 $299.38
006R03814 HP
CE342A CE272A
CE742A Yellow
7,300 /
15,000 /
16,000 16000
HP Color LaserJet CP5525, HP Color LaserJet CP5225, HP Color LaserJet CP5220, HP Color LaserJet Enterprise M750, HP Color LaserJet M775 $118.50 $299.38 Page 8 of 12
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03815 HP
CE343A CE273A
CE743A Magenta
7,300 /
15,000 /
16,000 16000
HP Color LaserJet CP5525, HP Color LaserJet CP5225, HP Color LaserJet CP5220, HP Color LaserJet Enterprise M750, HP Color LaserJet M775 $118.50 $299.38
006R03816 HP CF380X Black 4400 4400 HP Color LaserJet M476 $52.13 $131.67 006R03817 HP CF380A Black 2400 2400 HP Color LaserJet M476 $41.15 $103.95 006R03818 HP CF381A Cyan 2700 2700 HP Color LaserJet M476 $46.64 $117.81 006R03819 HP CF382A Yellow 2700 2700 HP Color LaserJet M476 $46.64 $117.81 006R03820 HP CF383A Magenta 2700 2700 HP Color LaserJet M476 $46.64 $117.81 006R03821 HP
CC530A CRG118BK GPR44BK Black
3,400 /
3,500 3500
Canon Color imageCLASS MF8580, Canon Color imageCLASS
LBP7200, Canon Color imageCLASS MF729, Canon Color
imageCLASS MF726, HP Color LaserJet CM2320 MFP, Canon Color imageCLASS MF8380, HP Color LaserJet CP2020/CP2025, Canon Color imageRUNNER LBP5280, Canon Color imageCLASS LBP7660 $34.29 $86.63 006R03822 HP
CC531A CRG118C GPR-44C Cyan2,800 /
2,900 2800
Canon Color imageCLASS MF8580, Canon Color imageCLASS
LBP7200, Canon Color imageCLASS MF729, Canon Color
imageCLASS MF726, HP Color LaserJet CM2320 MFP, Canon Color imageCLASS MF8380, HP Color LaserJet CP2020/CP2025, Canon Color imageRUNNER LBP5280, Canon Color imageCLASS LBP7660 $34.29 $86.63 006R03823 HP
CC532A CRG118Y GPR-44Y Yellow2,800 /
2,900 2800
Canon Color imageCLASS MF8580, Canon Color imageCLASS
LBP7200, Canon Color imageCLASS MF729, Canon Color
imageCLASS MF726, HP Color LaserJet CM2320 MFP, Canon Color imageCLASS MF8380, HP Color LaserJet CP2020/CP2025, Canon Color imageRUNNER LBP5280, Canon Color imageCLASS LBP7660 $34.29 $86.63 006R03824 HP
CC533A CRG118M GRP-44M Magenta2,800 /
2,900 2800
Canon Color imageCLASS MF8580, Canon Color imageCLASS
LBP7200, Canon Color imageCLASS MF729, Canon Color
imageCLASS MF726, HP Color LaserJet CM2320 MFP, Canon Color imageCLASS MF8380, HP Color LaserJet CP2020/CP2025, Canon Color imageRUNNER LBP5280, Canon Color imageCLASS LBP7660 $34.29 $86.63 006R03825 HP CE250X Black 10500 10500 HP Color LaserJet CM3530 MFP, HP Color LaserJet CP3525 $82.30 $207.90 006R03826 HP CE251A Cyan 7000 7000 HP Color LaserJet CM3530 MFP, HP Color LaserJet CP3525 $73.96 $186.83 006R03827 HP CE252A Yellow 7000 7000 HP Color LaserJet CM3530 MFP, HP Color LaserJet CP3525 $73.96 $186.83 006R03828 HP CE253A Magenta 7000 7000 HP Color LaserJet CM3530 MFP, HP Color LaserJet CP3525 $73.96 $186.83 006R03829 HP CE260X Black 17000 17000 HP Color LaserJet CP4525 $84.66 $213.90 006R03830 HP CE260A Black 8500 8500 HP Color LaserJet CP4525, HP Color LaserJet CP4025 $77.82 $196.60 006R03831 HP CE261A Cyan 11000 11000 HP Color LaserJet CP4525, HP Color LaserJet CP4025 $75.15 $189.84 Page 9 of 12 DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R03832 HP CE262A Yellow 11000 11000 HP Color LaserJet CP4525, HP Color LaserJet CP4025 $75.15 $189.84 006R03833 HP CE263A Magenta 11000 11000 HP Color LaserJet CP4525, HP Color LaserJet CP4025 $75.15 $189.84 006R03834 HP C9730A Black 13000 13000 HP Color LaserJet 5550, HP Color LaserJet 5500 $91.66 $231.55 006R03835 HP C9733A Magenta 12000 12000 HP Color LaserJet 5550, HP Color LaserJet 5500 $94.08 $237.68 006R03836 HP C9731A Cyan 12000 12000 HP Color LaserJet 5550, HP Color LaserJet 5500 $94.08 $237.68 006R03837 HP C9732A Yellow 12000 12000 HP Color LaserJet 5550, HP Color LaserJet 5500 $94.08 $237.68 006R03838 HP
CE505A CRG119 GPR-41 Mono2,100 /
2,300 2300
Canon imageCLASS MF416, Canon imageCLASS LBP251, Canon
imageCLASS LBP6670, Canon imageRUNNER LPB3470, Canon
imageCLASS MF414, Canon imageCLASS MF5960, Canon
imageCLASS LBP6650, Canon imageCLASS LBP253, Canon
imageCLASS MF6180, Canon imageCLASS MF5880, Canon
imageCLASS MF5850, Canon imageCLASS MF5950, Canon
imageRUNNER LPB3480, HP LaserJet P2035, Canon LASER CLASS 650i, Canon imageCLASS LBP6300, Canon imageCLASS MF6160, HP LaserJet P2055 $28.80 $72.77
006R03839 HP
CE505X CRG119II GPR-41 Mono6,400 /
6,500 6500
Canon imageCLASS MF416, Canon imageCLASS LBP251, Canon
imageCLASS LBP6670, Canon imageRUNNER LPB3470, Canon
imageCLASS MF414, Canon imageCLASS MF5960, Canon
imageCLASS LBP6650, Canon imageCLASS LBP253, Canon
imageCLASS MF6180, Canon imageCLASS MF5880, Canon
imageCLASS MF5850, Canon imageCLASS MF5950, Canon
imageRUNNER LPB3480, Canon LASER CLASS 650i, Canon
imageCLASS LBP6300, Canon imageCLASS MF6160, HP LaserJet P2055 $35.66 $90.09
006R03840 HP CF280A Mono 2700 2700 HP LaserJet Pro 400 MFP M401/M425 $28.80 $72.77 006R03841 HP CF280X Mono 6900 6900 HP LaserJet Pro 400 MFP M401/M425 $27.33 $69.04 006R03853 Canon CRG-120 Mono 5000 5000
Canon imageCLASS D1370, Canon imageCLASS D1520, Canon
imageCLASS D1550, Canon imageCLASS D1180, Canon
imageCLASS D1170, Canon imageCLASS D1320, Canon
imageCLASS D1150, Canon imageCLASS D1350, Canon
imageCLASS D1120 $30.18 $76.23
006R04143 Brother DR-630 Mono 12000 12000
Brother MFC-L2705DW, Brother DCP-L2520, Brother HL-L2360, Brother HL-L2300, Brother MFC-L2700, Brother HL-2380DW, Brother HL-L2340, Brother MFC-L2740, Brother MFC-L2720, Brother HL-2320D, Brother HL-2305SW, Brother DCP-L2540 $40.20 $101.57 006R04354 Samsung MLT-D203L Mono 5000 5000
Everyday Black Toner compatible with Samsung SU901A (MLTD203L), High Capacity $60.88 $167.31
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R04355 Samsung MLT-D203E Mono 10000 10000
Everyday Black Toner compatible with Samsung SU890A (MLTD203E), Extra High Capacity $67.01 $184.22 006R04443 Lexmark 12A7462 Mono 21000 21000
Everyday Black Toner compatible with Lexmark 12A7462, High Capacity $126.43 $319.37
006R04444 Lexmark
64015HA
X644H11A Mono 21000 21000
Everyday Black Toner compatible with Lexmark 64015HA,
X644H11A, High Capacity $128.36 $324.28
006R04445 Lexmark
64415XA
X644X11A Mono 32000 32000
Everyday Black Toner compatible with Lexmark 64415XA,
X644X11A, Extra High Capacity $142.60 $360.22
006R04446 Lexmark X264H11G Mono 9000 9000
Everyday Black Toner compatible with Lexmark X264H11G, High Capacity $80.03 $202.16
006R04447 Lexmark E260A11A Mono 3500 3500
Everyday Black Toner compatible with Lexmark E260A11A,
Standard Capacity $70.22 $177.40
006R04448 Lexmark
E460X11A
X463X11G Mono 15000 15000
Everyday Black Toner compatible with Lexmark E460X11A,
X463X11G, Extra High Capacity $108.21 $273.37
006R04449 Lexmark
T650H11A
X651H11A Mono 25000 25000
Everyday Black Toner compatible with Lexmark T650H11A,
X651H11A, High Capacity $121.33 $306.52
006R04450 Lexmark
T654X11A
X654X11A Mono 36000 36000
Everyday Black Toner compatible with Lexmark T654X11A,
X654X11A, Extra High Capacity $169.83 $429.04
006R04451 Lexmark 50F1H00 Mono 5000 5000
Everyday Black Toner compatible with Lexmark 50F1H00, High Capacity $73.06 $184.58
006R04452 Lexmark
50F1X00
60F1H00 Mono 10000 10000
Everyday Black Toner compatible with Lexmark 50F1X00,
60F1H00, Extra High Capacity $99.65 $251.72
006R04453 Lexmark
50F1U00
60F1X00 Mono 20000 20000
Everyday Black Toner compatible with Lexmark 50F1U00,
60F1X00, Ultra High Capacity $131.45 $332.09
006R04454 Lexmark
52D1H00
62D1H00 Mono 25000 25000
Everyday Black Toner compatible with Lexmark 52D1H00,
62D1H00, High Capacity $148.55 $375.28
006R04455 Lexmark
52D1X00
62D1X00 Mono 45000 45000
Everyday Black Toner compatible with Lexmark 52D1X00,
62D1X00, Extra High Capacity $160.51 $405.49
006R04255 HP CF460X Black 27000 27000 HP Color LaserJet Enterprise M652, M653 $134.41 $377.29 006R04256 HP CF461X Cyan 22000 22000 HP Color LaserJet Enterprise M652, M653 $133.04 $373.44 006R04257 HP CF462X Yellow 22000 22000 HP Color LaserJet Enterprise M652, M653 $133.04 $373.44 006R04258 HP CF463X Magenta 22000 22000 HP Color LaserJet Enterprise M652, M653 $133.04 $373.44 006R04343 HP CF450A Black 12500 12500 HP Color LaserJet Enterprise M652, M653; MFP M681, M682 $97.00 $272.26 006R04344 HP CF451A Cyan 10500 10500 HP Color LaserJet Enterprise M652, M653; MFP M681, M682 $96.99 $272.24 006R04345 HP CF452A Yellow 10500 10500 HP Color LaserJet Enterprise M652, M653; MFP M681, M682 $96.99 $272.24 006R04346 HP CF453A Magenta 10500 10500 HP Color LaserJet Enterprise M652, M653; MFP M681, M682 $96.99 $272.24 006R04347 HP CF470X Black 28000 28000 HP Color LaserJet Enterprise MFP M681, M682 $134.08 $376.37 006R04348 HP CF471X Cyan 23000 23000 HP Color LaserJet Enterprise MFP M681, M682 $132.71 $372.52 006R04349 HP CF472X Yellow 23000 23000 HP Color LaserJet Enterprise MFP M681, M682 $132.71 $372.52 Page 11 of 12 DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Item OEM OEM Part(s) Color
OEM
Yield
Xerox
Yield Where Used
Omnia
Price List Price
11/14/2022
006R04350 HP CF473X Magenta 23000 23000 HP Color LaserJet Enterprise MFP M681, M682 $132.71 $372.52 006R04351 Samsung MLT-D101S Black 1500 1500 Samsung ML-2165; SF-760P MFP; SCX-3400, 3405 MFP $22.89 $64.23 006R04352 Samsung MLT-D104S Black 1500 1500 Samsung ML-1660, 1665, 1865; SCX-3200, 3205 MFP $25.78 $72.37 006R04353 Samsung MLT-D111S Black 1000 1000 Samsung SL-M2022; SL-M2020, M2060, M2070 MFP $23.64 $66.35 006R04416 HP CF258A Black 3000 3000 HP LaserJet Pro M404; MFP M428 $73.99 $151.33 006R04417 HP CF258X Black 10000 10000 HP LaserJet Pro M404; MFP M428 $123.85 $203.27 006R04420 HP CF289A Black 5000 5000 HP LaserJet Enterprise M507; MFP M528 $90.43 $184.97 006R04421 HP CF289X Black 10000 10000 HP LaserJet Enterprise M507; MFP M528 $138.00 $282.26 006R04422 HP CF289Y Black 20000 20000 HP LaserJet Enterprise M507; MFP M528 $182.62 $373.55 006R04423 HP W2020A Black 2400 2400 HP Color LaserJet Pro M454; MFP M479 $61.30 $125.40 006R04424 HP W2021A Cyan 2100 2100 HP Color LaserJet Pro M454; MFP M479 $79.48 $162.55 006R04425 HP W2022A Yellow 2100 2100 HP Color LaserJet Pro M454; MFP M479 $79.48 $162.55 006R04426 HP W2023A Magenta 2100 2100 HP Color LaserJet Pro M454; MFP M479 $79.48 $162.55 006R04427 HP W2020X Black 7500 7500 HP Color LaserJet Pro M454; MFP M479 $99.19 $159.27 006R04428 HP W2021X Cyan 6000 6000 HP Color LaserJet Pro M454; MFP M479 $135.64 $215.59 006R04429 HP W2022X Yellow 6000 6000 HP Color LaserJet Pro M454; MFP M479 $135.64 $215.59 006R04430 HP W2023X Magenta 6000 6000 HP Color LaserJet Pro M454; MFP M479 $135.64 $215.59 006R04431 HP W2110A Black 1350 1350 HP Color LaserJet Pro M255; MFP M282, M283 $55.49 $106.40 006R04432 HP W2111A Cyan 1250 1250 HP Color LaserJet Pro M255; MFP M282, M283 $57.22 $117.04 006R04433 HP W2112A Yellow 1250 1250 HP Color LaserJet Pro M255; MFP M282, M283 $57.22 $117.04 006R04434 HP W2113A Magenta 1250 1250 HP Color LaserJet Pro M255; MFP M282, M283 $57.22 $117.04 006R04435 HP W2110X Black 3150 3150 HP Color LaserJet Pro M255; MFP M282, M283 $75.66 $154.77 006R04436 HP W2111X Cyan 2450 2450 HP Color LaserJet Pro M255; MFP M282, M283 $80.11 $163.89 006R04437 HP W2112X Yellow 2450 2450 HP Color LaserJet Pro M255; MFP M282, M283 $80.11 $163.89 006R04438 HP W2113X Magenta 2450 2450 HP Color LaserJet Pro M255; MFP M282, M283 $80.11 $163.89 006R04439 HP W2310A Black 1050 1050 HP Color LaserJet Pro M155; MFP M182, M183 $41.07 $83.99 006R04440 HP W2311A Cyan 850 850 HP Color LaserJet Pro M155; MFP M182, M183 $44.58 $91.19 006R04441 HP W2312A Yellow 850 850 HP Color LaserJet Pro M155; MFP M182, M183 $44.58 $91.19 006R04442 HP W2313A Magenta 850 850 HP Color LaserJet Pro M155; MFP M182, M183 $44.58 $91.19 006R03655 HP C4127X Mono 10000 10000 HP LaserJet 4000, HP LaserJet 4050 $33.59 $84.85 006R03656 HP C8061X Mono 10000 10000 HP LaserJet 4100, HP LaserJet 4101 MFP $38.18 $96.46
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
XEROX CONFIDENTIAL Xerox Everyday Toner Addendum
Xerox Everyday Toner
THIS ADDENDUM (this “Addendum”) contains new products that meet the existing scope of work specific to consumables for Contract Number R191104 (“Master Agreement”), between Region 4 Education Service Center (Region 4 ESC) (“Customer”) and Xerox Corporation (“Xerox”). In an event of conflict between the terms and conditions of the Master Agreement and this Addendum, the following terms of this Addendum will prevail.
This Addendum incorporates by reference all the provisions of the Master Agreement. From and after the Amendment Effective Date, each reference in the Master Agreement to “this Agreement”, “this Services Master Agreement”, "herein", "hereunder", "hereto" or similar words or phrases, and all references to “the Agreement” in any amendments, related agreements, documents or other writings shall be deemed to mean the Master Agreement as amended by this Addendum.
Definitions
Xerox® Everyday™ Toner is a line of toner supplies for specific non-Xerox printers that provides savings, safety and reliability with the confidence of the Xerox brand and solid performance.
This solution is only available for customers who wish to purchase Everyday Toner on an ongoing basis via a portal which shall be created for their use by the Xerox eCommerce team.
The parties agree that the Master Agreement is modified as described below:
1. This Addendum shall be effective as of the date signed by the last party (“Effective Date”).
2. GEOGRAPHIC SCOPE - All supplies may be delivered to any location within the United States, Puerto Rico, and the Virgin Islands.
3. PRICING - Prices are based on the total quantity of one product type in one shipment delivered to one location.
Customer represents that the supplies purchased hereunder are solely for Customer's internal use only within the United States, its territories and possessions, and not for remarketing by Customer. Deliveries from Xerox Distribution Centers are priced based upon the price in effect at the time of receipt of order.
4. DELIVERY - All supplies delivered from Xerox Distribution Centers are shipped F.O.B. Destination, freight prepaid.
5. CHANGES - Prices, terms and conditions are subject to change at any time.
6. PRODUCT WARRANTY - If supplies are defective, Xerox will replace such supplies without charge. Xerox product warranties for Toner/Dry Ink/Dry Imager/Dry Ink Plus; Developer; Copy Cartridges and Fuser Oil/Fuser Agent/Fuser Lubricant are extended only to customers who purchase these supplies directly from Xerox or an Authorized Xerox Dealer, Distributor or Agent. These warranties are not transferable. OTHER THAN THE
OBLIGATION OF XEROX EXPRESSLY STATED HEREIN, XEROX DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING CONSTITUTES
XEROX' SOLE OBLIGATION WITH RESPECT TO DAMAGES, WHETHER DIRECT, INCIDENTAL OR CONSEQUENTIAL .
7. RETURNS – Xerox Corporation will accept for exchange or credit any Xerox supply product purchased directly from Xerox based upon the reason for the supply return and/or the time elapsed from date of supply invoice as outlined below. Xerox is responsible for return arrangements, pick up, and freight charges for all types of supply returns.
a) Supply returns resulting from a Xerox error will be accepted for exchange or credit within 60 days from the date of the supply invoice.
b) A 20% restocking fee applies due to customer errors and contract cancellations. c) Supply returns resulting from non-Xerox errors will be accepted for exchange or credit within 60 days from the date of supply invoice.
d) Supply products damaged when the customer receives them will be accepted for return within 60 days from date of supply invoice.
e) Supply product materials or workmanship that Xerox identifies as defective will be accepted for credit/replacement at any time. Supply products which fail under warranty will be accepted according to the terms of the specific product warranty.
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
XEROX CONFIDENTIAL Xerox Everyday Toner Addendum
Xerox Everyday Toner
f) Supply products purchased within the past 12 months that become incompatible for the following reasons will be accepted for return within 60 days.
i. when a customer trades to other Xerox equipment
ii. when customer outright cancels rental equipment
iii. as the result of an equipment sale.
iv. due to an equipment term lease expiration
g) Discontinued supply products will be accepted for credit in machine exchange situations only. h) Customers must call XEROX CORPORATION to obtain a RETURN AUTHORIZATION NUMBER before returning supply products to Xerox. The number to call is 1-888-339-7887. Xerox will not accept any supply products returned without a RETURN AUTHORIZATION NUMBER or any supply products sent freight collect. All return supply products must be in complete unopened cartons and in good resalable condition.
8. PAYMENT - One invoice will follow each delivery with payment due in accordance with prompt payment laws.
Region 4 ESC Xerox Corporation
Signature Signature
Name (please print) Name
Title Title
Address Address
Date Date
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
©2020 Xerox Corporation. All rights reserved. Xerox® and Everyday are trademarks of Xerox Corporation in the United States and/or other countries. BR29482 SUPFE-01UA For more information and a full list of supported printers, visit xerox.com/EverydayToner.
SUPERIOR VALUE. FOR MUCH LESS.
Trust your toner to those who know it best.
You’ll get all the performance, reliability
and safety you’ve come to expect, but
without the associated costs of cartridges
from original manufacturers.
PLANET FRIENDLY CHOICE.
What’s inside counts — Xerox® Everyday
Toner is safe for you and the environment.
The chemicals in our toner and the plastics
in the cartridge meet or exceed industry
standards for global safety and
environmental compliance. We post the
contents of each cartridge on our website
so you can be confident that there’s no risk
to your health or the environment. Can the
cheap clones and no-name bargain brands
say that?
Find out more about our commitment to
sustainability on xerox.com.
NO RISK LIFETIME WARRANTY.
Unlike no-name bargain brands, we
stand behind our product. That’s why
every cartridge of Xerox® Everyday Toner
comes with a lifetime warranty. Should you
ever have a problem, simply contact the
reseller you purchased it from for a
no-hassle exchange.
Toner usually comes in one
of two extremes. Expensive.
Or unreliable. Not anymore.
Xerox® Everyday™ Toner is a
new line of toner supplies for
non-Xerox® printers that
takes a different approach.
No exorbitant prices. No
hidden costs. Just the
confidence of the Xerox
brand and solid performance
you’ve come to trust.
Savings, reliability and
safety. No nonsense.
Product Safety & Sustainability Product Quality
CERTIFICATIONS
REACH RoHS ISO 9001: STMC
2015
ISO 14001:
2015
WEEE
Xerox® Everyday™ Toner
YOUR ONE-STOP SHOP.
Finally, you can get all your toner from
one trusted supplier. The Xerox® Everyday
Toner portfolio supports all leading printer
brands. To find supplies for your printer,
visit xerox.com/EverydayToner.
T H E X E R O X E V E RY D AY T O N E R
P O R T F O L IO I N C L U D E S
CARTRIDGES FOR THESE BRANDS:
• Brother
• Canon
• HP
• Konica Minolta
• Kyocera
• Lexmark
• Ricoh
• Sharp
• Toshiba
DocuSign Envelope ID: 8719BC8B-6214-4824-BC8C-F15B63502724
Request for Contract Update
Pursuant to the terms of contract number________________ for _________________________ Contractor must notify and receive approval from Region 4 ESC when there is an update in the contract. No request will be officially approved without the prior authorization of Region 4 ESC. Region 4 ESC reserves the right to accept or reject any request.
hereby provides notice of the following update on
(Contractor)
this date .
Instructions: Contractor must check all that may apply and shall provide supporting documentation. Requestsreceived without supporting documentation will be returned. This form is not intended for use if there is a material change in operations, such as assignment, bankruptcy, change of ownership, merger, etc. Material changes must be submitted on a “Notice of Material Change to Vendor Contract” form. Authorized Distributors/Dealers
Addition
Deletion
Supporting Documentation
Products/Services
NewAddition
Update Only
Supporting Documentation
States/Territories
Supporting Documentation
Price Update
Supporting Documentation
Discontinued Products/Services
Supporting Documentation
Other
Supporting Documentation
Notes: Contractor may include other notes regarding the contract update here: (attach another page if necessary).
Submitted By:
Title:
Approved by Email: Date
Denied by Email: Date
Email Address: Region 4 ESC:
R191104 Xerox
Xerox
9/15/2022
X
X
Xerox Managed Print Services (MPS), formerly known as Intelligent Workplace Services (IWS), is currently on contract as a Value Added Service. Xerox is requesting to add the attached MPS Rate Card, Services Master Agreement (SMA) and the Amendment to the contract. The SMA and Amendment will be provided at order time to the Participating Entity procuring the Services.
The Amendment is for those customers that have an existing MPS contract with Xerox under the Region 4 ESC MPS Contract #171406 and want to procure additional products and services under the Region 4 ESC Contract #R191104 once the R171406 master agreement expires.
Rachael Jones Turner
Director, SLED Cooperative Contracts
[email protected]
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519 9/29/2022 | 7:51 AM CDT
Category Type
Offering Component /
Product Code Offering Description Price Type List Price Region 4 ESC
Contract Price
Minimum
Discount
Offered
(%) Comments
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
Xerox Print Service
(XPS) Base
XPS is a small-to-medium sized business solution that includes:
- Tool: Xerox Device Agent (XDA)
- Device Status Monitoring and Device Discovery
- Auto Meter Submission and Supplies Replenishment
- Client Portal
- Standard Reporting (5 pre-defined reports)
- Reactive Break Fix
- General Helpdesk (1-800, non-dedicated)
- Move/Add/Change/Dispose asset management
MONTHLY
MINIMUM $550.00 $500.00 10% Monthly billing commitment of $500 required.
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
Black/White Networked
Laser Non-Xerox
devices
Black and White printed impressions for networked laser printers PRICE PER IMPRESSION $0.0171 $0.0155 10% Xerox Print Service Base required.
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
Color Networked Laser
Non-Xerox devices Color printed impressions for networked laser printers.
PRICE PER
IMPRESSION $0.149 $0.135 10% Xerox Print Service Base required.
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
Black/White NonNetworked devices
Black and White Laser printers that are directly connected to a computing device (PC).
MONTHLY
PRICE PER
DEVICE
$27.50 $25.00 10% Xerox Print Service Base required.
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
XPS Color NonNetworked devices
Color Laser printers that are directly connected to a computing device (PC).
MONTHLY
PRICE PER
DEVICE
$49.50 $45.00 10% Xerox Print Service Base required.
Smart Fleet
Management (SFM)
Xerox Print
Services
(XPS)
Xerox Phasers and
Xerox MFDs
The additional monthly cost for Management services to be added to Xerox MFP devices purchased off of the contract.
MONTHLY
PRICE PER
DEVICE
$11.00 $10.00 10% Xerox Print Service Base required.
Smart Fleet
Management (SFM) EPS Xerox Enterprise Print
Services (EPS) BASE
EPS is a enterprise-focused print management solution that includes:
- Tool: Xerox Device Manager (XDM) and Xerox Services Manager (XSM)
- Proactive Device Status Monitoring and Device Discovery - Proactive Auto Meter Submission and Supplies Replenishment - Expanded Client Portals (Xerox Service Portal option, MPS Advanced Analytics
- Enhanced Reporting (Monthly reporting, quarterly business reviews, customized requests)
- Proactive Break Fix and ticket tracking
- Dedicated Helpdesk
- Move/Add/Change/Dispose asset management
MONTHLY
PRICE PER
DEVICE
$13.00 $11.75 10%
Enterprise Print Services (EPS). EPS is
a more advanced offering that is
designed to support larger enterprise
fleets and offers greater flexibility with
respect to pricing options and contract
terms. EPS also provides additional
services offerings related to Managed
Print such as onsite DocuCare
Associates, Xerox Print Awareness Tool ,
etc. EPS can be offered on a fixed price
basis or a cost per page basis.
Smart Fleet
Management (SFM)
EPS -
Optional
EPS for NETWORKED
Printers
Xerox Managed Print Services for NETWORKED printers service is an optional component under the EPS Services offer from Xerox to support your NETWORKED Xerox and non-Xerox A4 printer fleet.
Includes Consumables and Technical service (Break-Fix
Management) for Xerox devices and non-Xerox printers. Xerox EPS Base is a required.
PRICE PER
IMPRESSION
$0.1480 Color
$0.0385
Black/White
$0.1350 Color page
$0.035 Black/White 10% Enterprise Print Services (EPS) BASE offering required.
U.S. ONLY PRICING
Region 4 ESC MPS Contract #R191104
9/7/2022
XEROX Managed Print Services (MPS) is a comprehensive print and document management service addressing today’s regulatory and competitive pressures through a unified approach that drives agile workflow, employee productivity and customer satisfaction enhancement. Within the service portfolio there are 6 key capabilities that address:
- Workplace Assessment and Optimization: Turning client data and analytical reporting into actionable transformation that optimizes productivity and the integration of workplace technology - Smart Fleet Management: Supporting the changing IT infrastructure and the needs of the virtual worker using cloud-based applications and services; all underpinned by a comprehensive device management program - Content and Capture: Enabling document scanning and conversion from the mobile device, web browser or MFP to extract data and streamline business processes - Secure Print Management: Furthering client needs for regulatory compliance and to safeguard against security breaches while addressing the demands of the mobile employee to work and print anywhere, at anytime - Workflow Automation: Streamlining processes and improving cycle times by digitizing and automating complex business workflows. As a result, organizations can boost productivity, improve security and better serve their customers - Content Management: Delivering a complete digital document management environment made available on premise or in the cloud. We provide a better way to manage paper and digital content from creation to retention to transformation, with content collaboration capabilities to drive enhanced user productivity
Managed Print Services (MPS) Price List
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Category Type
Offering Component /
Product Code Offering Description Price Type List Price Region 4 ESC
Contract Price
Minimum
Discount
Offered
(%) Comments
Smart Fleet
Management (SFM)
EPS -
Optional
EPS for Non-Networked
LASER Printers
Xerox Managed Print Services for LOCALLY CONNECTED LASER printers is an optional component under the EPS Services offer from Xerox. Xerox Managed Print Services is a set of deliverables to support your NON-networked Xerox and non-Xerox A4 printer fleet.
Includes Help Desk support, Managing supplies, Asset tracking pertaining to Move, Add, Change, and Dispose activities done by the customer, Technical service (Break-Fix Management) for Xerox devices and non-Xerox printers.
MONTHLY
PRICE PER
DEVICE
$50.00 Color
$29.00 Black/White
$46.00 Color
$26.00 Black/White 10% Enterprise Print Services (EPS) BASE offering required.
Workplace
Assessment and
Optimization
EPS -
Optional
Optimization of the
Print Environment
Price Per Device, One-Time Charge. Optional EPS Component.
Includes Asset Mapping, End-User Survey, Detailed
Recommendation/Future State Design, Analysis and Plan Design.
Service price based on an example of 300 assets in three different locations, assuming each site has more than 20 devices. Actual pricing will be determined on a per project basis, not to exceed this amount unless scope is greater than that stated above. Xerox will utilize EXISTING (On-site Support / DocuCare Required) resources to perform the inventory at the client’s location. On-site Support / DocuCare Required.
PER DEVICE
PER EVENT $71.00 $64.35 10% Enterprise Print Services (EPS) BASE offering required.
Smart Fleet
Management (SFM)
EPS -
Optional
Xerox Consulting
Services
Xerox Consulting Services are optional Xerox EPS Services components. Xerox Consulting Services provide two levels of support:
Sr. Consultant Level – This is to provide senior, strategic and/or management level services associated with delivery of Managed Print Solutions. These include project management, transition management, change management, implementation management and services management.
Consultant Level – This is to provide first line services including data collection, transition services, asset coordination, and implementation execution.
NOT-TOEXCEED PRICEPER HOUR$165 - Sr.
Consultant
$94 - Consultant
$125 - Sr.
Consultant
$55 - Consultant
25% Enterprise Print Services (EPS) BASE
offering required.
Smart Fleet
Management (SFM)
EPS -
Optional
On-site Support /
DocuCare
On-site Support / DocuCare is an optional component under the EPS Services offer from Xerox. Onsite first point of contact for Help Desk issues, Download and install printer drivers on end-user equipment, Perform printer mapping to PC as required, Escalate printer network issues to appropriate resource, Perform Advanced Customer Training (ACT) or DocuCare maintenance and diagnosis functions., Manage and maintain on-site parts inventory using PM4, Ensure SLAs are adhered to per SOW, Physical device
management and control, Device Configuration (Enter IP address, scanning templates, User access levels. Scan to File/Email, etc...), Monitor/apply current patches, Non-Xerox device management as required, Perform remote device monitoring and remote solve (Xerox Device Management), Identify and promote Xerox Office solutions, may also include Provide leadership, coaching & feedback to help drive successful results to meet operational metrics and account SLA’s and could include being responsible for the overall delivery of contracted services at client site. The specific role/responsibility and pricing will vary depending on requirements of client contract.
Onsite Xerox associate dedicated to client support for fleet of 125 print devices. Price per Associate is presented as a ‘Not to Exceed’ pricing. Actual pricing will depend on contracted responsibilities NOT-TOEXCEED
MONTHLY
PRICE PER
ASSOCIATE
$7,685 $6,920 10% Enterprise Print Services (EPS) BASE
offering required.
Smart Fleet
Management (SFM)
EPS -
Optional Xerox Services Portal
Xerox Services Portal is an optional Xerox EPS Services component.
The Xerox Services Portal is a secured customer web portal that acts as a primary website for organizations with the Xerox Managed Services program. It presents customer facing pages to provide customers with a single place for all of their Managed Document Output Service needs including, but not limited to Submit and view Help Desk incidents for service or supplies; Read equipment documentation and How Tos; troubleshooting guides; Participate in surveys; view operational reports as csv, xml, pdf or excel formatted documents and Submit meter readings for non-networked devices.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$4.16 $3.00 28% Enterprise Print Services (EPS) BASE
offering required.
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Category Type
Offering Component /
Product Code Offering Description Price Type List Price Region 4 ESC
Contract Price
Minimum
Discount
Offered
(%) Comments
Smart Fleet
Management (SFM)
EPS -
Optional
Enhanced Device
Implementation and PreConfiguration
Enhanced setup, delivery, and installation that includes preconfiguration of equipment to standard configurations prior to installation. Also includes device certification (One device per model family) at a single site.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$16.20 $15.00 8% Enterprise Print Services (EPS) BASE
offering required.
Smart Fleet
Management (SFM)
EPS -
Optional
Enhanced Operations
and Service Delivery
Management
Operational resource that provides day-to-day escalation management and ongoing reporting, trend analysis, and operational business reviews.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$25.00 $25.00 0%
Enterprise Print Services (EPS) BASE
offering required. Minimum of $500
charge per month.
Smart Fleet
Management (SFM)
Sustainabilit
y - Optional
Xerox Print Awareness
Tool
Sustainability tool that uses "Gamification" to show users how their print impacts the environment and cost to the company. Print points can be allocated and utilized each month to minimize unnecessary print and drive better print behavior.
NOT-TOEXCEED
MONTHLY
PRICE PER
USER
$2.36 $2.25 5% Enterprise Print Services (EPS) BASE
offering required.
Secure Print
Management
EPS -
Optional
Xerox Print Security
Audit Service (XPSAS)
Billed Annually. Xerox Print Security Audit Service (XPSAS) is a comprehensive device security solution that incorporates risk mitigation services into an automated software tool. XPSAS brings automated remote configuration to device security. Xerox Print Security Audit Service automates setting device configurations remotely, monitors for compliance and remediates any violators in 3 key areas – firmware upgrades, password management and device settings configuration and management. Automation enables installation and delivery teams to reduce errors, save time and provide higher security levels to clients. Teams can demonstrate alignment to compliance standards using interactive dashboards – a unique advantage that comes only with Xerox. This requires access to Xerox Device Manager (XDM). Xerox Proactive Management Services for NETWORKED Printers is required. This package includes setup of a single XPSAS-defined equipment settings policy, a single password policy, and a single firmware policy.
Setup Fee +
ANNUAL PRICE
$2,690 Per Contract
+ $200 Yearly
$2,420 Per
Contract + $180
Yearly 10% Enterprise Print Services (EPS) BASE offering required.
Secure Print
Management
EPS -
Optional XPSAS Advanced
Billed Annually. XPSAS Advanced adds up to 5 additional XPSASdefined settings policies, up to 5 additional password policies, and up to 10 additional firmware policies.
Setup Fee +
ANNUAL PRICE
$9,425 Per Contract
+ $505 Yearly
$8,482 Per
Contract + $455
Yearly
10%
Enterprise Print Services (EPS) BASE
and Xerox Print Security Audit Service
(XPSAS) offering required.
Secure Print
Management
EPS -
Optional
XPSAS Firmware
Management -
Additional Policy
Packages
Billed Annually. Adds up to 5 additional firmware policies to Xerox Print Security Audit Service (XPSAS). ANNUAL PRICE $1,688.00 $1,520.00 10% Enterprise Print Services (EPS) BASE
and Xerox Print Security Audit Service
(XPSAS) offering required.
Secure Print
Management
EPS -
Optional Xerox Workplace Suite
Xerox Workplace Suite (XWS) is a print management solution that delivers authentication, accounting and cost control, print rules, content security and mobile device workflows. XWS is installed OnPREMISE for on a server behind your firewall for a private, secure on-site deployment, the flexible modular approach allows you to license the features that fit your business needs, regardless of the number of devices you have.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$10.00 $10.00 0% Enterprise Print Services (EPS) BASE
offering required.
Secure Print
Management
EPS -
Optional Xerox Workplace Cloud
Xerox Workplace Cloud (XWC) is the cloud version of XWS that offers the same print management solutions to delivery
authentication, accounting and cost control, print rules, content security and mobile device workflows in a secure, hosted cloud that is managed by Xerox.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$8.00 $8.00 0% Enterprise Print Services (EPS) BASE
offering required.
Secure Print
Management
EPS -
Optional
Xerox Virtual Print
Management Service
Xerox Virtual Print Management is built on the XWC platform and ADDS the benefits of a serverless print environment to more efficiently manage print in the cloud. Eliminate costly print servers and enable cloud print that's trackable, chargeable, and more convenient for end-users.
NOT-TOEXCEED
MONTHLY
PRICE PER
DEVICE
$13.65 $13.00 5% Enterprise Print Services (EPS) BASE
offering required.
Capture, Workflow,
and Content
Management
Software -
Optional DOCUSHARE EDUCATN DOCUSHARE EDUCATION
NOT-TOEXCEED LIST
PRICE $2,000.00 $2,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DOCUSHARE ENTERPRS
DOCUSHARE ENTERPRISE CONTENT MANAGEMENT. Enable
digital transformation with workflow and electronic storage, sharing, and management of documents.
NOT-TOEXCEED LIST
PRICE $20,000.00 $20,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DOCUSHARE STANDARDDOCUSHARE STANDARD
NOT-TOEXCEED LIST
PRICE $3,000.00 $3,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Category Type
Offering Component /
Product Code Offering Description Price Type List Price Region 4 ESC
Contract Price
Minimum
Discount
Offered
(%) Comments
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-CU25 Flex Concurrent User - 25 Users - 200 GB NOT-TOEXCEED LIST
PRICE $2,250.00 $2,250.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-CU50 Flex Concurrent User - 50 Users - 200 GB NOT-TOEXCEED LIST
PRICE $4,000.00 $4,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-NU-100GB Flex Named User - 10 Users - 100 GB NOT-TOEXCEED LIST
PRICE $683.33 $683.33 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-NU-20GB Flex Named User - 5 Users - 20 GB NOT-TOEXCEED LIST
PRICE $205.00 $205.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-NU-250GB Flex Named User - 20 Users - 250 GB NOT-TOEXCEED LIST
PRICE $1,165.83 $1,165.83 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX20-NU-50GB Flex Named User - 10 Users - 50 GB NOT-TOEXCEED LIST
PRICE $490.00 $490.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX-CONN-QBO DocuShare Connector for QuickBooks Online NOT-TOEXCEED LIST
PRICE $375.00 $375.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX-CONN-SFDC DocuShare Connector for Salesforce NOT-TOEXCEED LIST
PRICE $375.00 $375.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional FLEX-CU-ADD Single Concurrent User Add
NOT-TOEXCEED LIST
PRICE $100.00 $100.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-1000-TIER4 1000 Additional Users Tier 4
NOT-TOEXCEED LIST
PRICE $20,000.00 $20,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-5-TIER1 5 Additional Users Tier 1
NOT-TOEXCEED LIST
PRICE $200.00 $200.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-5-TIER2 5 Additional Users Tier 2
NOT-TOEXCEED LIST
PRICE $175.00 $175.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-5-TIER3 5 Additional Users Tier 3
NOT-TOEXCEED LIST
PRICE $125.00 $125.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-5-TIER4 5 Additional Users Tier 4
NOT-TOEXCEED LIST
PRICE $100.00 $100.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional CLD-50-TIER2 50 Additional Users Tier 2
NOT-TOEXCEED LIST
PRICE $1,750.00 $1,750.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DS-STD-REMOTE-INST Basic Remote Installation
NOT-TOEXCEED LIST
PRICE $2,000.00 $2,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DS-STG-FAILOVER Incremental Server License for DS NOT-TOEXCEED LIST
PRICE $6,000.00 $6,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DS-TUNE-UP System Tune-Up
NOT-TOEXCEED LIST
PRICE $12,250.00 $12,250.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DS7-SMB SMB Server Bundle v7.0
NOT-TOEXCEED LIST
PRICE $9,000.00 $9,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional DSPN-AS DocuShare Partner Network Annual Subscription NOT-TOEXCEED LIST
PRICE $1,995.00 $1,995.00 0%
Final pricing based on customized
configuration with applicable solution
components.
Capture, Workflow,
and Content
Management
Software -
Optional EDU-CONT-RULE-ENA Content Rule Enablement for Education Servers w/10 CPX CALs NOT-TOEXCEED LIST
PRICE $3,000.00 $3,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Category Type
Offering Component /
Product Code Offering Description Price Type List Price Region 4 ESC
Contract Price
Minimum
Discount
Offered
(%) Comments
Capture, Workflow,
and Content
Management
Software -
Optional EDU-CPX-CAL-50 50 Instructor CALs
NOT-TOEXCEED LIST
PRICE $10,000.00 $10,000.00 0%
Final pricing based on customized
configuration with applicable solution
components.
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
XEROX AMENDMENT TO
[CUSTOMER NAME]
SERVICES MASTER AGREEMENT
REFERENCE # [7-DIGIT CONTRACT NUMBER]
Region 4 (OMNIA) – Change of Governing Contract Terms and Conditions Page 1 of 1 (amg Sep 2022)
THIS AMENDMENT (the “Amendment”) amends Agreement number [7-DIGIT CONTRACT NUMBER] (the “Agreement”) between [Customer Name] (“Customer”) and Xerox.
The parties agree that the Agreement is modified as described below:
1. This Amendment is effective (“Effective Date”) as of the date signed by both parties.
2. The customer hereby acknowledges the Region 4 ESC Contract number R171406 has now expired and wishes to accept the terms and conditions of the Region 4 ESC Contract number R191104, including Attachment H, between Region 4 ESC and Xerox.
Except as specified in this Amendment, the Agreement shall remain as stated. In the event of a conflict between the terms and conditions of the Agreement and this Amendment, the Amendment will control. [Customer Name] XEROX CORPORATION
Name (Please Print) Name (Please Print)
Signature Signature
Title Title
Date Date
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
SERVICES MASTER AGREEMENT
Form # 52663-Services Master Agreement - Region 4 ESC (January 16, 2020) XEROX CONFIDENTIAL 1 of 17
THIS SERVICES MASTER AGREEMENT NO. Fill-In is between Xerox Corporation (“Xerox”), a New York corporation with offices at 201 Merritt 7, Norwalk, CT 06851-1056, and << Enter Customer's Legal Name >>> (“Customer”), a << Enter State >> corporation with offices at << Enter Customer's Full Address >>.
AGREEMENT STRUCTURE
This Agreement serves as a master agreement to enable Xerox and Customer to contract with each other for a range of products and services to be provided to the Customer over time. This Agreement is grouped into Modules.
However, it is the intent of the parties that the Products and Services acquired hereunder be acquired under the auspices of the Region 4 ESC Contract #R191104 between Region 4 ESC and Xerox (the “Region 4 ESC Contract”).
Therefore, the terms and conditions of the Region 4 ESC Contract are incorporated by reference into this Agreement.
Any conflict between the terms and conditions of the Region 4 ESC Contract and this Agreement will be resolved in favor of this Agreement.
The “GEN” Module applies to all products and services provided hereunder, while the other Modules apply as appropriate to what Xerox is providing to Customer under the applicable Order.
DEFINITIONS MODULE
1. DEFINITIONS
The following definitions (and those found elsewhere in this Agreement) apply unless otherwise specified in an Order. a. Affiliate means a legal entity that directly or indirectly controls, is controlled by, or is under common control with either party. An entity is considered to control another entity if it owns, directly or indirectly, more than 50% of the total voting securities or other such similar voting rights. b. Agreement means this Services Master Agreement. This Agreement may also be referred to in ordering and contracting documents as a “Services and Solutions Agreement” or “SSA.” c. Amortized Services means certain services such as consulting and training, the Charges for which are amortized over the term of an Order.
d. Application Software means Xerox-brand software that allows Equipment or Third Party Hardware to perform functions beyond those enabled by its Base Software. e. Base Software means software embedded, installed, or resident in Equipment that is necessary for operation of the Equipment in accordance with published specifications. f. CPI Adjustment Percentage means the CPI-U (Consumer Price Index for All Urban Consumers). g. Cartridges means copy/print cartridges and xerographic modules or fuser modules designated by Xerox as customer-replaceable units for the Equipment.
h. Charges mean the fees payable by Customer for Services, Maintenance Services and/or Products as specified in this Agreement.
i. Confidential Information shall have the meaning set forth in Section 2.10. j. Consumable Supplies. Consumable Supplies vary depending upon the Equipment model, and include: (i) for black and white Equipment, standard black toner and/or dry ink, black developer, Copy Cartridges, and, if applicable, fuser agent required to make impressions; (ii) for full color Equipment, the items in (i) plus standard cyan, magenta, and yellow toners and dry inks (and their associated developers); and, (iii) for Equipment identified as “Phaser”, only, if applicable, black solid ink, color solid ink, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Unless otherwise set forth in an Order, Consumable Supplies excludes paper and staples.
k. Customer Assets means all hardware, equipment, fixtures, software, assets, networks, work space, facilities, services and other assets owned, leased, rented, licensed or controlled by Customer (including Existing Equipment and Existing Software) that Customer makes available to Xerox to enable Xerox to fulfill its obligations under an Order.
DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 2 of 17 l. Customer Facilities means those facilities controlled by Customer where Xerox performs Services or provides Products.
m. Customer Information means documents, materials, and information (including Private Information) belonging to Customer that Customer provides to Xerox for Xerox to provide Products and Services under an Order.
n. Date of Installation means: (a) for Equipment (or Third Party Hardware) installed by Xerox, the date Xerox determines the Equipment (or Third Party Hardware) to be operating satisfactorily as demonstrated by successful completion of diagnostic routines and is available for Customer’s use; and (b) for Equipment (or Third Party Hardware) designated as “Customer Installable,” the Equipment (or Third Party Hardware) delivery date.
o. Description of Services or DOS means a document attached to an Order which references the applicable Services Contract number and specifies the Products and/or Services provided under such Order. p. Diagnostic Software means Xerox-proprietary software embedded in or loaded onto Equipment and used by Xerox to evaluate or maintain the Equipment.
q. Documentation means all manuals, brochures, specifications, information and software descriptions, and related materials customarily provided by Xerox to customers for use with certain Products or Services. r. Effective Date means the date this Agreement is signed by Xerox. s. Eligible Affiliate means a domestic Customer Affiliate that has met Xerox’s credit requirements for ordering Services, Maintenance Services and/or Products under this Agreement. t. Equipment means Xerox-brand equipment.
u. Excluded Taxes means (i) taxes on Xerox’s income, capital, and employment, (ii) taxes for the privilege of doing business, and (iii) personal property tax on Equipment rented or leased to Customer under this Agreement.
v. Existing Equipment means devices which are leased, rented or owned by the Customer outside of this Agreement, which are used to provide Services, and which remain subject to the terms and conditions of the agreements under which they were originally acquired.
w. Existing Software means software licensed by the Customer outside of this Agreement and which is used to provide the Services and which remains subject to the terms and conditions of the agreements under which it was originally acquired.
x. Feature Releases means new releases of Software that include new content or functionality. y. Force Majeure Event means a circumstance beyond a party’s reasonable control, which circumstances include, but are not limited to, the following: act of God (e.g., flood, earthquake, wind); fire; war; act of a public enemy or terrorist; act of sabotage; strike or other labor dispute; riot; misadventure of the sea; inability to secure materials and/or transportation; or a restriction imposed by legislation, an order or a rule or regulation of a governmental entity.
z. Funds means collectively Amortized Services and Third Party Funds. aa. Intellectual Property means all intellectual property and associated intellectual property rights including patent, trademark, service mark, copyright, trade dress, logo and trade secret rights which exist and belong to a party as of the Effective Date or that may be created by a party after the Effective Date. Xerox’s Intellectual Property includes, without limitation, Software, Remote Data and Xerox Tools. bb. Maintenance Releases or Updates means new releases of Software that primarily incorporate coding compliance updates and error fixes and are designated as “Maintenance Releases” or “Updates.” cc. Maintenance Services means required maintenance of Equipment to keep the Equipment in good working order.
dd. Module means a specific set of terms and conditions contained in this Agreement that is identified as a “Module.” The Modules under this Agreement are the DEFINITIONS, GENERAL, SERVICES, EQUIPMENT, EQUIPMENT PURCHASE, MAINTENANCE SERVICES and SOFTWARE LICENSE Modules. ee. Monthly Minimum Charge or MMC means the regular recurring Charge that is identified in an Order and which, along with any additional print/impression charges, covers the cost for the Services, Maintenance Services and/or Products. The MMC may also include lease buyout funds, Funds, monthly equipment component amounts, remaining Customer obligations from previous contracts, and amounts being financed or refinanced. One-time items, recurring separate charges and usage based charges (as such items or charges, as applicable, are defined on an Order) are billed separately from the MMC. ff. Order means a document that Xerox requires for processing of orders for Services, Maintenance Services and/or Products hereunder, which may specify the contracting parties and location(s) where the foregoing DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519
Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 3 of 17 will be provided; Customer’s requested shipment date; the Products that Customer will purchase, lease, rent or license; the Services and/or Maintenance Services that Xerox will provide; the applicable Charges and expenses; the term during which the Services, Maintenance Services and/or Products described therein shall be provided; the Xerox-provided contract number; and any applicable SLAs. An Order must reference the applicable Services Contract number, and may also be in the form of a Services and Solutions Order (“SSO”), a Xerox Order Agreement (“XOA”) (which is used solely for an outright purchase by Customer under the EP module of this Agreement), an eCommerce Order (which is used solely for electronic ordering through an eCommerce Portal as defined and described in Section 2.16), or a Customer-issued PO. A Statement of Work may be part of an Order but cannot function as a stand-alone ordering document. gg. Privacy Laws means laws relating to data privacy and data protection as applicable to Xerox’s performance of the Services.
hh. Private Information means Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”), Non-Public Personal Information (“NPI”) as defined by the Gramm-Leach Bliley Act (“GLBA”) and equivalent categories of protected health and financial information under applicable state Privacy Laws.
ii. Products means Xerox Products and/or Third Party Products supplied by Xerox and provided to Customer pursuant to an Order.
jj. Purchase Order or PO means a document containing the applicable Services Contract number that is issued by Customer to Xerox for Order entry purposes only. Any terms and conditions in a PO at variance with or in addition to the applicable Services Contract are not binding and are of no force or effect. kk. Purchased Equipment means Equipment or Third Party Hardware that Xerox sells outright to Customer under the EP Module.
ll. Remote Data means data that is automatically collected by Xerox from, or transmitted to or from Xerox by, Equipment or Third Party Products connected to Customer’s network. Examples of Remote Data include product registration, meter read, supply level, equipment configuration and settings, software version, and problem/fault code data. Remote Data may also be collected by the Xerox Tools and certain Services Software as set forth in the applicable SOW.
mm. Remote Data Access means electronic transmission of Remote Data to or from a secure offsite location. nn. Residuals means general ideas, concepts, know-how, methods, processes, technologies, algorithms or techniques related to the Products and/or Services, which are in non-tangible form and retained in the unaided memory of persons who have had access to Confidential Information. oo. Service Level Agreements or SLAs means the levels of performance for the Services, if applicable, as set out in the applicable Order.
pp. Services means managed services (e.g. copy center and mailroom services), consultative services, and/or professional services, including, but not limited to, assessment, document management, and managed and centralized print services, as more fully described in the applicable Order. Standard back-office administrative and contract support functions, such as billing, contract management and order processing, are not Services, but are included in the pricing provided for the Services hereunder. qq. Services Contract means the applicable terms and conditions of this Agreement, the first Order having a particular assigned Services Contract number, and each additional Order, if any, with the same Services Contract number.
rr. Services Software means software products used to provide certain Services (both a server component and/or client component to be installed on end user’s workstations, mobile devices and/or laptops) that may include one or more of the individual software modules identified on a Statement of Work or Order. ss. Software means Services Software, Base Software and Application Software. tt. Statement of Work or SOW means a document which references the applicable Services Contract number and specifies the details of a particular transaction where Customer wishes to acquire Services, Maintenance Services and/or Products from Xerox under this Agreement. uu. Supplier Equipment means devices which are supplied by Xerox to the Customer during the term of an Order. Supplier Equipment may be Equipment or Third Party Hardware. vv. Taxes means any and all taxes of any kind or nature, however denominated, imposed or collected by any governmental entity, including but not limited to federal, state, provincial, or local net income, gross income, sales, use, transfer, registration, business and occupation, value added, excise, severance, stamp, premium, windfall profit, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing.
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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 4 of 17 ww. Third Party Funds means funds Xerox provides to Customer to acquire Third Party Hardware or to license Third Party Software and/or to retire debt on existing Third Party Hardware. xx. Third Party Hardware means non-Xerox brand equipment. yy. Third Party Products means, collectively, Third Party Hardware and Third Party Software. zz. Third Party Software means non-Xerox brand software. aaa. Transaction Taxes means any and all Taxes that are required to be paid in respect of any transaction and resulting Charges under this Agreement and any transaction documents, including but not limited to sales, use, services, rental, excise, transactionally-based gross receipts, and privilege Taxes. bbb. Xerox Products means Equipment, Software and Consumable Supplies acquired pursuant to this Agreement.
ccc. Xerox Tools means certain proprietary tools used by Xerox to provide certain Services, and any modifications, enhancements, improvements thereto and derivative works thereof.
GENERAL MODULE
2. GENERAL
The terms and conditions in this GENERAL Module apply to all Services, Maintenance Services, and Products acquired by Customer under this Agreement.
2.1. Agreement Structure
a. General Contract Structure. The parties intend for this Agreement to serve as a master agreement stating the terms and conditions governing separate transactions between (i) Xerox and Customer, and (ii) Xerox and Eligible Affiliates. Xerox will provide, and Customer will procure, Services, Maintenance Services and/or Products in accordance with the terms and conditions stated in this Agreement, any Services Contract(s), and any applicable Orders.
b. Eligible Affiliates. Only Customer and its Eligible Affiliates may acquire Services, Maintenance Services and Products under this Agreement. If an Eligible Affiliate establishes a Services Contract by signing an Order, it will be the “Customer” for the purposes of such Services Contract. If Customer divests an Eligible Affiliate, such divested entity is no longer eligible to establish any new Services Contracts or to submit any additional Orders under an existing Services Contract; however, Products installed and Services being provided at such divested entity under an existing Order shall retain the pricing and terms and conditions thereof.
c. Orders and Services Contracts.
i. Xerox may accept Orders either by its signature or by commencing performance. Xerox reserves the right to review and approve Customer’s credit, or in the case of an Order by an Eligible Affiliate, such Eligible Affiliate’s credit, prior to acceptance of an Order and the entity placing the Order hereby authorizes Xerox or its agent to obtain credit reports from commercial credit reporting agencies for this purpose.
ii. Orders for Services, Maintenance Services, and/or Products are grouped into Services Contracts.
Each separate Services Contract will be established when the first Order is placed that bears a new Services Contract number assigned by Xerox and Xerox accepts that Order. Each Services Contract will be assigned its own Services Contract number that will consist of this Agreement’s number followed by a three-digit extension. Each Services Contract constitutes a separate contract under this Agreement. Customer may add Services, Maintenance Services or Products to an existing Services Contract by submitting additional Orders referencing the applicable Services Contract number. Each Services Contract will consist of the terms and conditions of this Agreement, the first Order under the Services Contract number and each additional Order with the same Services Contract number.
iii. Unless Customer provides notice in writing at least 30 days before the end of the term of an Order of its intention not to renew, the Order will renew automatically on a month-to-month basis on the same terms and at the same price.
iv. Orders may be submitted by hard copy or electronic means and those submitted electronically will be considered: (a) a “writing” or “in writing;” (b) “signed” by the Customer; (c) an “original” when printed from electronic records established and maintained in the ordinary course of business; and (d) valid and enforceable.
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Form 52663-S (January 16, 2020) XEROX CONFIDENTIAL 5 of 17
2.2. CHARGES, PAYMENT AND DEFAULT
a. Charges. Charges for the particular Services, Maintenance Services, and/or Products will be set forth in an Order and are exclusive of any and all Transaction Taxes. Xerox’s then current overtime rates will apply to Services requested and performed outside Customer’s standard working hours. b. Payment. Customer agrees to pay Xerox all undisputed amounts due under each invoice via check, Automated Clearing House debit, Electronic Funds Transfer, or direct debit from Customer’s bank account within 30 days after the invoice date. Restrictive covenants submitted for or with payment to indicate that it is in full satisfaction of an invoice will not operate as an accord and satisfaction to reduce Customer’s payment obligations if it is not, in fact, full payment. For any payment not received by Xerox as of the due date, Xerox may charge, and Customer agrees to pay, a late charge of the greater of $25 or 5% of the amount overdue (not to exceed the maximum amount permitted by applicable law) as reasonable collection costs. If Customer disputes any amount included in an invoice, then (i) Customer must notify Xerox of the dispute in writing, (ii) such notice shall include a description of the items Customer is disputing and the reason such items are being disputed; and (iii) Customer shall promptly exercise its best efforts to work with Xerox to resolve such dispute.
Pending resolution of such disputed amount, Customer shall pay any and all undisputed amounts within 30 days of invoice date, including the MMC which Customer agrees shall not be subject to dispute at any time. c. Default. Customer will be in default if Xerox does not receive any payment within 15 days after the date it is due, or if Customer breaches any other obligation under this Agreement, any Services Contract, or any other agreement with Xerox. If Customer defaults, Xerox, in addition to its other remedies (including cessation of Services, Maintenance Services and/ or Consumable Supplies), may require immediate payment of (1) all amounts then due, plus interest on all amounts due from the due date until paid at the rate of 1.5% per month (or the maximum rate or amount allowed under applicable law), and (2) any early termination charges set forth in this Agreement or in the applicable Services Contract and/or Order(s). Customer will pay all reasonable costs, including attorneys’ fees, incurred by Xerox to enforce any Services Contract.
2.3. Taxes
Customer will be responsible for all Transaction Taxes. Transaction Taxes will be included in Xerox’s invoice unless Xerox receives proof of Customer’s tax-exempt status. Customer shall not be responsible for Excluded Taxes.
2.4. Customer Responsibilities
Customer agrees to perform its responsibilities under this Agreement in support of the Services, Maintenance Services, or Products in a timely manner. Customer agrees:
a. that Products acquired hereunder are ordered for Customer’s (or its Affiliates’) own internal business use (rather than resale, license and/or distribution outside of Customer’s organization) and will not be used for personal, household or family purposes;
b. to (1) provide Xerox and its agents with timely and sufficient access, without charge, to Customer Facilities required by Xerox to perform Services and Maintenance Services and/or provide Products, and (2) ensure that Customer Facilities are suitable for the Services, Maintenance Services and/or Products, safe for Xerox personnel, and fully comply with all applicable laws and regulations, including without limitation any federal, state and local building, fire and safety codes;
c. to provide Xerox and its agents with timely and sufficient use of and access, without charge, to Customer Assets required by Xerox to perform Services and Maintenance Services and/or provide Products, and to grant Xerox and its agents sufficient rights to use, access and, if agreed, modify the same; d. to acquire or continue maintenance, repair and software support services, without charge to Xerox, for all Customer Assets that Customer permits Xerox to use or access; e. to maintain the manufacturer’s maintenance agreement for any Third Party Products; f. to provide Xerox with access to appropriate members of Customer personnel, as reasonably requested by Xerox, in order for Xerox to perform the Services and Maintenance Services and/or provide Products; g. to respond to and provide such documentation, data and other information as Xerox reasonably requests in order for Xerox to perform the Services and Maintenance Services and/or provide Products; h. to contract for the minimum types and quantities of Equipment and Consumable Supplies required by Xerox to perform the Services and Maintenance Services;
i. that, as between Xerox and Customer, Customer alone is responsible for backing up its data and content and Xerox shall not be responsible for Customer’s failure to do so; j. that as between Xerox and Customer, Customer alone is responsible for determining whether content and materials provided to Xerox (i) is libelous, defamatory or obscene, or (ii) may be duplicated, scanned or imaged without violating a third party’s intellectual property rights; and DocuSign Envelope ID: 5A4FD37B-8463-4F9B-8C55-3E5FB1A1A519