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Published by Michael Focia
IT Agreement
IT Agreement

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Categories:Types, Business/Law
Published by: Michael Focia on Mar 07, 2013
Copyright:Attribution Non-commercial

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07/12/2014

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Kyocera Mita America, Inc.

Extended Services Agreement
This agreement is made as of _____________, 200__ (the “Effective Date”) by and between Kyocera Mita America, Inc. (“KMA”) having offices at 225 Sand Road, Fairfield, NJ 07004 and Company Name: _________________________________________________________________ (“Customer”) Contact: _________________________________________________________________ Address: _________________________________________________________________ Telephone Number: _________________________________________________________________ This agreement consists of this document and the attached Statement of Work(s) (“SOW”) signed by both parties. Customer: Kyocera Mita America, Inc.

By: Authorized Signature

By: Authorized Signature

Print Name/Title Date: Date:

Print Name/Title

Terms and Conditions
1. Extended Services. These terms and conditions shall govern the Extended Services described on the attached SOW. Unless otherwise agreed by the parties, Extended Services will be performed during KMA’s normal business hours (Monday through Friday 9:00a.m. to 5:00p.m. local time excluding holidays). Extended Services may be installed through a remote connection to Customer’s network. Customer acknowledges that the Extended Services described in the SOW are independent and wholly separate from Customer’s purchase of KMA Software Licenses. 2. Customer Responsibilities. For each SOW Customer will appoint a Customer contact to work with the KMA representative providing the Extended Services. Customer will provide KMA with access to, and use of, all information, documentation, computer time and facilities necessary to provide the Extended Services under the SOW. 3. Change Orders. Changes to the Extended Services described in the SOW will be effective only if a written document setting forth the modification and, as applicable, any resultant changes to the delivery schedule, price and payment terms has been signed by the parties. 4. “Developments” shall mean (a) any works developed pursuant to an SOW, which shall include, but not be limited to, custom works, pre-existing works, and independently developed works, (b) any ideas, know-how, or techniques which may be developed by KMA as a result of providing Extended Services to Customer, and (c) any enhancements made to KMA software source code and/or documentation developed by KMA as a result of providing Extended Services to Customer. KMA (or its licensors) retains all right, title and interest in the Developments. KMA authorizes the Customer the right to use the Developments solely in conjunction with the SOW. 5. Fees and Payment Terms. Customer shall pay KMA the fees specified in each applicable SOW. If fees are not specified in the applicable SOW, Extended Services shall be billed and Customer shall pay on a time and materials basis. All fees shall be due and payable within thirty (30) days of receipt of invoice. Customer is responsible for all taxes related to the Extended Services. Amounts past due shall bear interest at the lesser of twelve percent (12%) per annum or the maximum rate allowed by law. Customer shall be responsible for any costs of collection, including reasonable attorney’s fees.

SEE TERMS AND CONDITIONS ON THE REVERSE SIDE

This Agreement may be amended only by written document executed by a duly authorized representative of each of the parties. WHETHER EXPRESS OR IMPLIED. Customer’s exclusive remedy for a breach of this warranty. This agreement is effective as of the date first written above and shall continue in effect until terminated by either party upon thirty (30) days prior written notice. BUT NOT LIMITED TO. Limit of Liability. 9. LOST DATA OR LOST PROFITS. shall be (i) to have KMA perform the applicable SOW in a manner compliant with industry standards. Unless otherwise agreed by the parties. written communications or representations related to the SOW. KMA’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER TO KMA FOR THE EXTENDED SERVICES RENDERED UNDER THE APPLICABLE SOW. Any such termination shall not relieve either party of their respective obligations under any SOW in effect at the date of termination of the Agreement except as otherwise mutually agreed in writing by the parties. . IN NO EVENT SHALL KMA BE LIABLE FOR INDIRECT. Nothing in this Agreement will be construed to prohibit KMA from developing and providing services or materials to others that are similar to those delivered to Customer. The parties hereto shall be deemed to be independent contractors and the employees of one party shall not be deemed to be employees of the other. Customer will pay KMA for all fees and expenses incurred as of the date of termination. HOWEVER ARISING. Subcontractors. KMA warrants that the Extended Services provided in the SOW will be of a quality conforming to generally accepted industry standards and practices. SPECIAL OR CONSEQUENTIAL DAMAGES. Neither party shall be liable for any failure to perform due to causes beyond its reasonable control. This warranty shall be valid for thirty (30) days from the completion of the applicable Extended Services. EVEN IF KMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS IS THE ONLY WARRANTY GIVEN TO THE CUSTOMER AND IS IN LIEU OF ALL OTHER WARRAN-TIES. or (ii) if KMA is unable to perform the Extended Services as warranted. INCIDENTAL. INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Customer shall not assign this Agreement without the prior written consent of KMA. 8. Either party may terminate a specific SOW for cause if the other party fails to perform any of its material obligations under this Agreement and fails to cure its breach within thirty (30) days after receiving written notice thereof from the non-defaulting party. General. Warranty. 7. Upon termination of this Agreement or any SOW attached hereto. KMA may use subcontractors in the performance of Extended Services hereunder. Term and Termination. 10. INCLUDING. This Agreement replaces and supersedes any prior verbal understandings.6. This Agreement shall be governed and construed under the laws of the State of New York. Customer may recover the fees paid to KMA for the SOW.

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