Use of Leveraged Procurement Agreement. 1.1 This Agreement sets forth the terms and conditions that apply to Contractor’s provision of Work to the JBEs. This Agreement does not obligate a JBE to place any orders for Work under this Agreement and does not guarantee Contractor a specific volume of orders. 1.2 Contractor will establish a customer account with the Judicial Council for placing orders on behalf of any JBE and an individual account for any JBE that elects to request services directly from the Contractor under this Agreement. 1.3 Each JBE shall have the right to request goods or services under this Agreement. A JBE may request goods or services by entering into a Participating Addendum with Contractor in the form attached as Exhibit 10 to this Agreement (“Participating Addendum”). Pricing for Work shall be in accordance with the prices set forth in this Agreement, and pricing in any Participating Addendum for the applicable Work may not exceed the prices and fees set forth in the 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 Work for each JBE in accordance with the terms of this Agreement and the applicable Participating Addendum. 1.4 The parties acknowledge that a material consideration of this Agreement is the ability for all interested JBEs to be able to participate in this Agreement. Therefore, in the event Contractor unreasonably refuses or fails to execute a Participating Addendum with an interested JBE after such JBE has presented Contractor with a Participating Addendum for execution, Contractor shall be prohibited from executing any Participating Addendum with any other JBE unless and until Contractor executes a Participating Addendum with all interested JBEs. The foregoing provision is not intended to limit any other JBE rights or remedies available. 1.5 Each Participating Addendum constitutes and shall be construed as a separate, independent contract between Contractor and the JBE signing such Participating Addendum, subject to the following: (i) each Participating Addendum shall be governed by this Agreement, and the terms in this Agreement are hereby incorporated into each Participating Addendum; (ii) the Participating Addendum may not alter or conflict with the terms of this Agreement, or exceed the scope of the Work provided for in this Agreement; and (iii) the term of the Participating Addendum may not extend beyond the Expiration Date of the Agreement. The Participating Addendum and this Agreement shall take precedence over any terms and conditions included on a Scope of Work, purchase order document, service work order document, Contractor’s invoice or similar document. Contractor shall notify the Establishing JBE within five (5) business days of receipt of a Participating Addendum from a Participating Entity. The Contractor shall promptly provide the Establishing JBE with a fully signed copy of each Participating Addendum between the Contractor and a Participating Entity. 1.6 The JBE signing the Participating Addendum shall be solely responsible for: (i) the acceptance of and payment for the Work under such Participating Addendum; and (ii) its obligations and any breach of its obligations. Any breach of obligations by a JBE shall not be deemed a breach by any other JBE. Under no circumstances shall a JBE have any liability or obligation except pursuant to a Participating Addendum signed by such JBE, nor shall any breach by a JBE under a Participating Addendum give rise to a breach under any other Participating Addendum or be deemed grounds for termination of this Agreement by Contractor. The Establishing JBE shall have no liability or responsibility of any type related to: (i) any other JBE’s use of or procurement through this Agreement (including any Participating Addendum), or (ii) such JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity.
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Samples: Master Agreement, Master Agreement, Master Agreement
Use of Leveraged Procurement Agreement. 1.1 This Agreement sets forth the terms and conditions that apply to Contractor’s provision of Work to the JBEs. This Agreement does not obligate a JBE to place any orders for Work under this Agreement and does not guarantee Contractor a specific volume of orders.
1.2 Contractor will establish a customer account with the Judicial Council for placing orders on behalf of any JBE and an individual account for any JBE that elects to request services directly from the Contractor under this Agreement.
1.3 Each JBE shall have the right to request goods or services Goods and/or Services under this Agreement. A JBE may request goods or services Goods and/or Services by entering into a Participating Addendum with Contractor in the form attached as Exhibit 10 8 to this Agreement (“Participating Addendum”). Pricing for Work shall be in accordance with the prices set forth in this Agreement, and pricing in any Participating Addendum for the applicable Work may not exceed the prices and fees set forth in the 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 Work for each JBE in accordance with the terms of this Agreement and the applicable Participating Addendum.
1.4 1.3 The parties Parties acknowledge that a material consideration of this Agreement is the ability for all interested JBEs to be able to participate in this Agreement. Therefore, in the event Contractor unreasonably refuses or fails to execute a Participating Addendum with an interested JBE after such JBE has presented Contractor with a Participating Addendum for execution, Contractor shall be prohibited from executing any Participating Addendum with any other JBE unless and until Contractor executes a Participating Addendum with all interested JBEs. The foregoing provision is not intended to limit any other JBE rights or remedies available.
1.5 1.4 Each Participating Addendum constitutes and shall be construed as a separate, independent contract between Contractor and the JBE signing such Participating Addendum, subject to the following: (i) each Participating Addendum shall be governed by this Agreement, and the terms in this Agreement are hereby incorporated into each Participating Addendum; (ii) the Participating Addendum may not alter or conflict with the terms of this Agreement, or exceed the scope of the Work provided for in this Agreement; and (iii) the term of the Participating Addendum may not extend beyond the Expiration Date Term of the Agreement. The Participating Addendum and this Agreement shall take precedence over any terms and conditions included on a Scope of Work, purchase order document, service work order document, Contractor’s invoice or similar document. Contractor shall notify the Establishing JBE within five (5) business days of receipt of a Participating Addendum from a Participating Entity. The Contractor shall promptly provide the Establishing JBE with a fully signed copy of each Participating Addendum between the Contractor and a Participating Entity.
1.6 1.5 The JBE signing the Participating Addendum shall be solely responsible for: (i) the acceptance of and payment for the Work under such Participating Addendum; and (ii) its obligations and any breach of its obligations. Any breach of obligations by a JBE Participating Entity shall not be deemed a breach by any other JBE. Under no circumstances shall a JBE Participating Entity have any liability or obligation except pursuant to a Participating Addendum signed by such JBEParticipating Entity, nor shall any breach by a JBE Participating Entity under a Participating Addendum give rise to a breach under any other Participating Addendum or be deemed grounds for termination of this Agreement by Contractor. The Establishing JBE shall have no liability or responsibility of any type related to: (i) any other JBE’s use of or procurement through this Agreement (including any Participating Addendum), or (ii) such JBE’s business relationship with Contractor. The Establishing JBE makes no guarantees, representations, or warranties to any Participating Entity.
1.6 Requests for Goods and Services.
A. Requests for Goods and Services under this Agreement will be made by the Participating Entity(ies) through the issuance of a Scope of Work, which may include all or a subset of the goods and services set forth in this Agreement. The Scope of Work will reference the specific Agreement number and will list and describe all of the requested Goods and Services. The terms and conditions of this Agreement shall take precedence over the terms and conditions of any Scope of Work, contract, or terms and conditions included on an invoice or like document.
B. Contractor will provide the Participating Entity(ies) with the total cost and lead time required for the Good(s) and Services requested via the issuance of Scope of Work by the Participating Entity(ies) including maintenance and repairs on existing systems. The total cost will itemize the cost of the Services, Goods, installation (as applicable), and sales tax (as applicable). Contractor will coordinate the delivery and/or installation dates (as applicable) with the Participating Entity prior to finalizing the Scope of Work.
C. Contractor is required to maintain a staffed number for ordering, inquiries, and customer service, including requests for maintenance service.
1.7 Authorizing Goods and Services.
A. The Establishing JBE under this Agreement or the JBE under a Participating Addendum may at its option place orders and authorize the JBE Work using a purchase order or service work order subject to the following: such purchase order or service work order is subject to and governed by the terms of this Agreement and applicable Participating Addendum, and any term in the purchase order or service work order that conflicts with or alters any term of this Agreement (or the Participating Addendum) or exceeds the scope of the Work provided for in this Agreement (or the Participating Addendum), will not be deemed part of the contract between Contractor and that JBE. Subject to the foregoing, the Participating Addendum shall be deemed to include such purchase orders or service work orders.
B. The Establishing JBE under this Agreement will place orders and authorize Work via a purchase order or service work order.
C. The JBE under a Participating Addendum will place orders and authorize Work directly from the Contractor utilizing the ordering process identified in that Participating Entity’s Participating Addendum.
1.8 Contractor will provide the JBE with an immediate acknowledgement of the order. The acknowledgement will be submitted by email, regardless of what method is used to issue the Scope of Work, purchase order, or service work order, and will include: the Goods and Services requested, installation/delivery/service dates, and contact information. Contractor to send a copy of all orders and Participating Addenda to the JCC mailbox XX_XXX@xxx.xx.xxx so that JCC may track utilization of the LPA. This Agreement is a nonexclusive agreement. Each JBE reserves the right to provide, or have others provide the Work. Contractor shall reasonably cooperate with any third parties retained by a JBE to provide the Work.
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Samples: Leveraged Procurement Agreement
