Common use of Participating Addendum Clause in Contracts

Participating Addendum. The Master Agreement does not obligate a JBE to contract for products and services under the Master Agreement and does not guarantee Contractor any specific number of contracts. Each JBE shall have the right to contract under the Master Agreement for any of the products and services. A JBE may contract to procure products and services by entering into a Participating Addendum with Contractor. Pricing for products and services shall be in accordance with the prices and fees set forth in the Master Agreement. After a Participating Addendum has been presented to the Contractor by a JBE, the Contractor shall acknowledge, sign and perform under the Participating Addendum in a timely manner. Contractor shall provide the products and services for each JBE in accordance with the terms of the Master Agreement and the applicable Participating Addendum. The provision for a Participating Addendum is set forth in Appendix A of the Master Agreement with the form of Participating Addendum found in Appendix E of the Master Agreement. Each Participating Addendum is a separate, independent contract between the Contractor and the JBE entering into the Participating Addendum, subject to the following: Each Participating Addendum is governed by the Master Agreement and the terms of the Master Agreement are incorporated into each Participating Addendum; A Participating Addendum may not alter or conflict with the terms of the Master Agreement or exceed the scope of the services provided for in the Master Agreement; and The term of a Participating Addendum may not extend beyond the expiration date of the Master Agreement. The Participating Addendum must attach and incorporate a Statement of Work and/or any other necessary ordering documents. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Judicial Council (Establishing JBE) shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including the Participating Addendum), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for services shall be in accordance with the prices set forth in Appendix B, Section 4 of the Master Agreement. JBEs engage Contractor to perform services under the terms and conditions set forth in the Master Agreement. The Contractor shall promptly provide the Judicial Council with a fully signed copy of each Participating Addendum between the Contractor and a Participating Entity.

Participating Addendum. The Master Agreement does not obligate a JBE This Participating Addendum is made and entered into as of [month/day/year] (“Participating Addendum Effective Date”) by and between the _________________ [add full name of the JBE] (“JBE”) and [add name of Contractor] (“Contractor”) pursuant to contract for products and services under the Master Agreement #__________ [add Master Agreement # - see cover page] (“Master Agreement”) dated __________, 20__ [add Effective Date of the Master Agreement] between the [add name of the JBE that established the Master Agreement] (“Establishing JBE”) and does not guarantee Contractor any specific number of contractsContractor. Each JBE Unless otherwise specifically defined in this Participating Addendum, each capitalized term used in this Participating Addendum shall have the right to contract under the Master Agreement for any of the products and services. A JBE may contract to procure products and services by entering into a Participating Addendum with Contractor. Pricing for products and services shall be in accordance with the prices and fees meaning set forth in the Master Agreement. After a This Participating Addendum has been presented to the Contractor by a JBE, the Contractor constitutes and shall acknowledge, sign and perform under the Participating Addendum in a timely manner. Contractor shall provide the products and services for each JBE in accordance with the terms of the Master Agreement and the applicable Participating Addendum. The provision for a Participating Addendum is set forth in Appendix A of the Master Agreement with the form of Participating Addendum found in Appendix E of the Master Agreement. Each Participating Addendum is be construed as a separate, independent contract between the Contractor and the JBE entering into the Participating AddendumJBE, subject to the following: Each (i) this Participating Addendum is shall be governed by the Master Agreement Agreement, and the terms of in the Master Agreement are hereby incorporated into each this Participating Addendum; A (ii) the Participating Addendum (including any purchase order documents pursuant to the Participating Addendum) may not alter or conflict with the terms of the Master Agreement Agreement, or exceed the scope of the services Work provided for in the Master Agreement; and The (iii) the term of a the Participating Addendum may not extend beyond the expiration date of the Master Agreement. The Participating Addendum must attach and incorporate the Master Agreement shall take precedence over any terms and conditions included on Contractor’s invoice or similar document. Under this Participating Addendum, the JBE may at its option place orders for the Goods using a Statement purchase order, subject to the following: such purchase order is subject to and governed by the terms of the Master Agreement and the Participating Addendum, and any term in the purchase order that conflicts with or alters any term of the Master Agreement (or the Participating Addendum) or exceeds the scope of the Work and/or any other necessary ordering documentsprovided for in this Agreement, will not be deemed part of the contract between Contractor and JBE. Subject to the foregoing, this Participating Addendum shall be deemed to include such purchase orders. The JBE is solely responsible for the acceptance of and payment for the Work under this Participating Addendum. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Judicial Council (Establishing JBE) JBE shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including the this Participating Addendum), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for services the Work shall be in accordance with the prices set forth in Appendix Bthe Master Agreement. The term of this Participating Addendum shall be from the Effective Date until: [__________month/day/year – may not exceed the term of the Master Agreement]. The JBE hereby orders, Section 4 and Contractor hereby agrees to provide, the following Work: [Instructions to the JBE establishing the Master Agreement: add provisions as appropriate, and in accordance with the terms of the Master Agreement. JBEs engage Contractor For example: Options for ordering, including description of the Goods, Services and/or Deliverables. Options for: service levels, quantity, model #s, delivery dates, pricing, etc. Any notices must be sent to perform services under the following address and recipient: If to Contractor: If to the JBE: [name, title, address] [name, title, address] With a copy to: With a copy to: Either party may change its address for notices by giving the other party notice of the new address in accordance with this section. Notices will be considered to have been given at the time of actual delivery in person, three (3) days after deposit in the mail as set forth above, or one (1) day after delivery to an overnight air courier service. This Participating Addendum and the incorporated documents and provisions (including the terms and conditions set forth in of the Master Agreement. The Contractor shall promptly provide ) constitute the Judicial Council with a fully signed copy of each Participating Addendum entire agreement between the Contractor parties and a supersede any and all prior understandings and agreements, oral or written, relating to the subject matter of this Participating EntityAddendum.

Participating Addendum. The Master Agreement does not obligate a JBE to contract for products and services under the Master Agreement and does not guarantee Contractor any specific number of contracts. Each JBE shall have the right to contract under the Master Agreement for any of the products and services. A JBE may contract to procure products and services by entering into a Participating Addendum with Contractor. Pricing for products and services shall be in accordance with the prices and fees set forth in the Master Agreement. After a Participating Addendum has been presented to the Contractor by a JBE, the Contractor shall acknowledge, sign sign, and perform under the Participating Addendum in a timely manner. Contractor shall provide the products and services for each JBE in accordance with the terms of the Master Agreement and the applicable Participating Addendum. The provision for a Participating Addendum is set forth in Appendix A of the Master Agreement with the form of Participating Addendum found in Appendix E of the Master Agreement. Each Participating Addendum is a separate, independent contract between the Contractor and the JBE entering into the Participating Addendum, subject to the following: Each Participating Addendum is governed by the Master Agreement and the terms of the Master Agreement are incorporated into each Participating Addendum; A Participating Addendum may not alter or conflict with the terms of the Master Agreement or exceed the scope of the services provided for in the Master Agreement; and The term of a Participating Addendum may not extend beyond the expiration date of the Master Agreement. The Participating Addendum must attach and incorporate a Statement of Work and/or any other necessary ordering documents. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Judicial Council (Establishing JBE) shall have no liability or responsibility of any type related to: (i) the JBE’s use of or procurement through the Master Agreement (including the Participating Addendum), or (ii) the JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity. Pricing for services shall be in accordance with the prices set forth in Appendix B, Section 4 of the Master Agreement. JBEs engage Contractor to perform services under the terms and conditions set forth in the Master Agreement. The Contractor shall promptly provide the Judicial Council with a fully signed copy of each Participating Addendum between the Contractor and a Participating Entity.

Participating Addendum. The A WSCA/NASPO Member wishing to participate in this cooperative Master Agreement does not obligate a JBE to contract for products and services under the Master Agreement and does not guarantee Contractor any specific number of contracts. Each JBE shall have the right to contract under the Master Agreement for any of the products and services. A JBE may contract to procure products and services do so by entering into a Participating Addendum with Contractor. Pricing for products and services shall be in accordance with the prices and fees set forth , substantially in the Master Agreementform of Exhibit B (Form of Participating Addendum). After a A Participating Addendum has been presented requires the written approval of the WSCA/NASPO Contract Administrator. The Participating Addendum incorporates by reference the terms and conditions of this Master Agreement and sets forth the specific terms and conditions applicable to the Contractor by a JBE, the Contractor shall acknowledge, sign and perform Authorized Purchasers purchasing under the Participating Addendum. A Participating Addendum in a timely manner. Contractor shall provide clarifies the products and services for each JBE in accordance with the terms operation of the Master Agreement and for the applicable parties to the Participating Addendum. The provision for scope of a Participating Addendum is set forth in Appendix A of the Master Agreement with the form of Participating Addendum found in Appendix E of the Master Agreement. Each Participating Addendum is a separate, independent contract between the Contractor and the JBE entering into the Participating Addendum, subject to the following: Each Participating Addendum is governed by the Master Agreement and the terms of the Master Agreement are incorporated into each Participating Addendum; A Participating Addendum may shall not alter or conflict with the terms of the Master Agreement or exceed the scope of the services this Master Agreement. A Participating Addendum shall have an initial term of five (5) years or as otherwise provided for in the Participating Addendum. Unless provided to the contrary in a Participating Addendum, the Participating Entity may renew the term of its Participating Addendum for one additional term of five (5) years during each renewal term of this Master Agreement; , provided that the total of the initial term and The term all renewal terms of a Participating Addendum may shall not extend beyond exceed fifteen (15) years in the aggregate. In the event the Master Agreement expires or otherwise is terminated prior to the expiration date or termination of the Master Agreement. The a Participating Addendum must attach and incorporate a Statement of Work and/or any other necessary ordering documents. The JBE shall be solely responsible for its obligations and any breach of its obligations. Any breach of obligations by the JBE shall not be deemed a breach by the Establishing JBE or any other Participating Entity. The Judicial Council (Establishing JBE) shall have no liability or responsibility of any type related to: (i) the JBE’s use Participating Addendum shall remain in full force and effect for the remainder of or procurement through the Master Agreement (including the Participating Addendum)its then current term, or but shall not be renewed for any subsequent terms and (ii) the JBE’s business relationship with Contractorterms of this Master Agreement shall continue to be incorporated by reference into such Participating Addendum and shall remain in full force and effect solely for such purposes. The Establishing JBE makes no guarantees, representations, or warranties A Participating Entity wishing to any Participating Entity. Pricing for services shall be in accordance with the prices set forth in Appendix B, Section 4 of the Master Agreement. JBEs engage Contractor to perform services under the terms and conditions set forth in the Master Agreement. The purchase Subscriptions and/or Services from Contractor shall promptly provide do so by the Judicial Council with a fully signed copy issuance of each one or more Service Orders under its Participating Addendum between the Contractor and a Participating EntityAddendum.