Untitled

MSTLSE USC-MA 03.13 Ricoh

and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 4

Ricoh USA, Inc.

70 Valley Stream Parkway

Malvern, PA 19355

Number: _____________________________

CUSTOMER INFORMATION

Full Legal Name

Address

City

State

Zip

Contact

Telephone Number

Federal Tax ID Number

Facsimile Number

E-mail Address

(Do Not Insert Social Security Number)

This U.S. Communities Master Lease Agreement (“Lease Agreement”) has been written in clear, easy to understand English. When we use the words

“you”, “your” or “Customer” in this Lease Agreement, we mean you, our customer, as indicated above. When we use the words “we”, “us” or “our” in

this Lease Agreement, we mean Ricoh Americas Corporation (“Ricoh”) or, if we assign this Lease Agreement or any Schedules executed in accordance

with this Lease Agreement, pursuant to Section 13 below, the Assignee (as defined below). Our corporate office is located at 70 Valley Stream

Parkway, Malvern, Pennsylvania 19355.

1. Agreement. This Lease Agreement is executed pursuant to the contract by and

between Ricoh Americas Corporation and Fairfax County (the “County”) on

behalf of the U.S. Communities Government Purchasing Alliance and all public

agencies, non-profits and higher education entities (“Participating Public

Agencies”), having a Contract ID number of [INSERT] and the contract period is

from [INSERT] to June 30, 2016, with the option to renew for no more than six

(6) years (the “Contract Period”), one year at a time, or any combination thereof

(the “Contract”). Notwithstanding the foregoing, any Schedule entered into

during the Contract Period shall continue in full force and effect for the entire

lease term set forth in the Schedule. We agree to lease or rent, as specified in any

equipment schedule executed by you and us and incorporating the terms of this

Lease Agreement by reference (a “Schedule”), to you, and you agree to lease or

rent, as applicable, from us, subject to the terms of this Lease Agreement and such

Schedule, the personal and intangible property described in such Schedule. The

personal and intangible property described on a Schedule (together with all

attachments, replacements, parts, substitutions, additions, repairs, and accessories

incorporated in or affixed to the property and any license or subscription rights

associated with the property) will be collectively referred to as “Product.” The

manufacturer of the tangible Product shall be referred to as the “Manufacturer.”

To the extent the Product includes intangible property or associated services such

as periodic software licenses and prepaid data base subscription rights, such

intangible property shall be referred to as the “Software.”

2. Schedules; Delivery and Acceptance. This Lease Agreement shall consist of the

terms and conditions of the Contract and this Lease Agreement and any Schedule

issued pursuant thereto. As it pertains to this Lease Agreement, the order of

precedence of the component parts of the Lease Agreement shall be as follows:

(a) the terms and conditions of this Lease Agreement and Schedule issued

pursuant thereto, and (b) the terms and conditions of the Contract. The foregoing

order of precedence shall govern the interpretation of this Lease Agreement in

cases of conflict or inconsistency therein. Each Schedule that incorporates this

Lease Agreement shall be governed by the terms and conditions of this Lease

Agreement and the Contract, as well as by the terms and conditions set forth in

such individual Schedule. Each Schedule shall constitute a complete agreement

separate and distinct from this Lease Agreement and any other Schedule. In the

event of a conflict between the terms of this Lease Agreement and any Schedule,

the terms of such Schedule shall govern and control, but only with respect to the

Product subject to such Schedule. The termination of this Lease Agreement will

not affect any Schedule executed prior to the effective date of such termination.

When you receive the Product and it is installed, you agree to inspect it to

determine it is in good working order. Scheduled Payments (as specified in the

applicable Schedule) will begin on or after the Product acceptance date

(“Effective Date”). You agree to sign and return to us a delivery and acceptance

certificate (which may be done electronically) within five (5) business days after

any Product is installed confirming that the Product has been delivered, installed,

and is in good condition and accepted for all purposes under the Agreement.

3. Term; Payments.

(a) The first scheduled Payment (as specified in the applicable Schedule)

(“Payment”) will be due on the Effective Date or such later date as we may

designate. The remaining Payments will be due on the same day of each

subsequent month, unless otherwise specified on the applicable Schedule.

To the extent not prohibited by applicable law, if any Payment or other

amount payable under any Schedule is not received within ten (10) days of

its due date, you will pay to us, in addition to that Payment, a one-time late

charge of 5% of the overdue Payment (but in no event greater than the

maximum amount allowed by applicable law). To the extent not prohibited

by applicable law, you agree to pay $25.00 for each check returned for

insufficient funds or for any other reason.

(b) In the event that Customer terminates the Maintenance Agreement (as

hereunder defined) between Customer and the Servicer relating to the

Product provided hereunder due to a material breach by Servicer of its

service obligations which remained uncured for thirty (30) days following

written notice of breach (in the manner expressly permitted by and in

accordance with such Maintenance Agreement), Customer shall have the

option of terminating the particular Product under a Schedule to this Lease

Agreement to which such service failure relates upon thirty (30) days prior

written notice to Ricoh. In the event of such termination, Customer shall pay

all fees and charges incurred through the termination date of the applicable

Product, including any late fee charges (to the extent such late fee charges

may be charged pursuant to Section 3(a) of this Lease Agreement).

accordance with this Section 3(c) whenever the Customer shall determine

that such a termination is in the best interest of the Customer. Any such

termination shall be effected by delivery to Ricoh, at least thirty (30)

working days prior to the effective date of such termination date, of a notice

of termination specifying the extent to which performance shall be

terminated. In the event of such termination, Customer agrees to return the

Product to us in the manner required under Section 14 of this Lease

Agreement and to pay to us (as compensation for loss of our bargain and

not as a penalty), with respect to such terminated Product, financed

Software and any Software Licenses, an amount which shall be equal to the

monthly Payment for such Product, financed Software and/or Software

License, as applicable, times the number of months remaining in the term of

such Schedule (or any renewal of such Schedule) and/or any financing

agreement with respect to the financed Software and/or Software License,

plus any other amounts then due and payable under this Lease Agreement,

Schedule and/or financing agreement with respect to such Product, Software

and/or Software License, including, but not limited to, any lease payments

and maintenance payments. Ricoh shall supply the Customer with the

actual number of Payments remaining and the total amount due, and the

Customer shall be relieved of all unpaid amounts for anticipated profit on

unperformed services under any Maintenance Agreement (including any

amount included in the monthly Payment that is attributable to maintenance,

supplies, or any other service cost).

(d) You also agree that, except (a) as set forth in Section 18 below entitled

“State and Local Government Provisions”, (b) for documented cases of non-

performance as set forth in Section 3(b) and (c) for the best interest of the

Customer as set forth in Section 3(c), THIS IS AN UNCONDITIONAL,

NON-CANCELABLE AGREEMENT FOR THE MINIMUM TERM

U.S. Communities Master Lease Agreement

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Customer Initials

MSTLSE USC-MA 03.13 Ricoh

and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 4

INDICATED ON ANY SCHEDULE TO THIS LEASE AGREEMENT. All

Payments to us are “net” and unconditional and are not subject to set off,

defense, counterclaim or reduction for any reason. You agree that you will

remit payments to us in the form of company checks (or personal checks in

the case of sole proprietorships), direct debit or wires only. You also agree

that cash and cash equivalents are not acceptable forms of payment for this

Lease Agreement or any Schedule and that you will not remit such forms of

payment to us. Payment in any other form may delay processing or be

returned to you. Furthermore, only you or your authorized agent as

approved by us will remit payments to us.

4. Product Location; Use and Repair. You will keep and use the Product only at the

Product Location shown in the applicable Schedule. You will not move the

Product from the location specified in the applicable Schedule or make any

alterations, additions or replacements to the Product without our prior written

consent, which consent will not be unreasonably withheld. At your own cost and

expense, you will keep the Product eligible for any Manufacturer’s certification as

to maintenance and in compliance with applicable laws and in good condition,

except for ordinary wear and tear. You shall engage Ricoh, its subsidiaries or

affiliates, or an independent third party (the “Servicer”) to provide maintenance

and support services pursuant to a separate agreement for such purpose

(“Maintenance Agreement”). You may make alterations, additions or

replacements (collectively, “Additions”) and add Software to the Product

provided that such Additions and Software do not impair the value or originally

intended function or purpose of the Product and is not subject to any lien or

security interest in favor of any other party; provided, further, that you remove

such Additions and Software at your own cost and expense at the expiration or

termination of the applicable Schedule. All Additions and Software which are not

removed at the expiration or termination of the applicable Schedule will become

part of the Product and our property at no cost or expense to us. We may inspect

the Product upon proper notice to the customer at any reasonable time during

normal working hours.

5. Taxes and Fees. To the extent not prohibited by applicable law and unless and to

the extent you are exempt and provide a valid exemption certificate to us, in

addition to the payments under this Lease Agreement, you agree to pay all taxes

(other than property taxes), assessments, fees and charges governmentally

imposed upon our purchase, ownership, possession, leasing, renting, operation,

control or use of the Product. If we are required to pay upfront sales or use tax

and you opt to pay such tax over the term of the lease and not as a lump sum at

lease inception, then you agree to pay us a “Sales Tax Administrative Fee” equal

to 3.5% of the total tax due per year, to be included as part of the Payment. A

valid sales and use tax exemption certificate must be provided to us within ninety

(90) days of the first invoice to receive a credit/waiver of sales tax.

6. Warranties. We transfer to you, without recourse, for the term of each Schedule,

any written warranties made by the Manufacturer or Software Supplier (as

defined in Section 10 of this Lease Agreement) with respect to the Product leased

or rented pursuant to such Schedule. YOU ACKNOWLEDGE THAT YOU

HAVE SELECTED THE PRODUCT BASED ON YOUR OWN JUDGMENT

AND YOU HEREBY AFFIRMATIVELY DISCLAIM RELIANCE ON ANY

ORAL REPRESENTATION CONCERNING THE PRODUCT MADE TO

YOU. However, if you enter into a Maintenance Agreement with Servicer with

respect to any Product, no provision, clause or paragraph of this Lease Agreement

shall alter, restrict, diminish or waive the rights, remedies or benefits that you

may have against Servicer under such Maintenance Agreement. WE MAKE NO

WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER

WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. The only warranties, express or implied, made to you

are the warranties (if any) made by the Manufacturer and/or Servicer to you in

any documents, other than this Lease Agreement, executed by and between the

Manufacturer and/or Servicer and you. YOU AGREE THAT,

NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE ARE NOT

RESPONSIBLE FOR, AND YOU WILL NOT MAKE ANY CLAIM AGAINST

US FOR, ANY CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES.

7. Loss or Damage. You are responsible for any theft of, destruction of, or damage

to the Product (collectively, “Loss”) from any cause at all, whether or not insured,

from the time of Product acceptance by you until it is delivered to us at the end of

the term of the Schedule. You are required to make all Payments even if there is a

Loss. You must notify us in writing immediately of any Loss. Then, you shall be

responsible to either (a) repair the Product so that it is in good condition and

working order, eligible for any Manufacturer’s certification, (b) pay us the

amounts specified in Section 12 below, or (c) replace the Product with equipment

of like age and capacity.

8. Liability and Insurance. You agree to maintain insurance, through self-insurance

or otherwise, to cover the Product for all types of loss, including, without

limitation, theft, in an amount not less than the full replacement value and you

will name us as an additional insured and loss payee on your insurance policy. In

addition, you agree to maintain comprehensive public liability insurance, which,

upon our request, shall be in an amount acceptable to us and shall name us as an

additional insured. Such insurance will provide that we will be given thirty (30)

days advance notice of any cancellation. Upon our request, you agree to provide

us with evidence of such insurance in a form reasonably satisfactory to us. If you

fail to maintain such insurance or to provide us with evidence of such insurance,

we may (but are not obligated to) obtain insurance in such amounts and against

such risks as we deem necessary to protect our interest in the Product. Such

insurance obtained by us will not insure you against any claim, liability or loss

related to your interest in the Product and may be cancelled by us at any time.

You agree to pay us an additional amount each month to reimburse us for the

insurance premium and an administrative fee, on which we or our affiliates may

earn a profit. In the event of loss or damage to the Product, you agree to remain

responsible for the Payment obligations under this Lease Agreement until the

Payment obligations are fully satisfied.

9. Title; Recording. We are the owner of and will hold title to the Product (except

for any Software). You will keep the Product free of all liens and encumbrances.

Except as reflected on any Schedule, you agree that this Lease Agreement is a

true lease. However, if any Schedule is deemed to be intended for security, you

hereby grant to us a purchase money security interest in the Product covered by

the applicable Schedule (including any replacements, substitutions, additions,

attachments and proceeds) as security for the payment of the amounts under each

Schedule. You authorize us to file a copy of this Lease Agreement and/or any

Schedule as a financing statement, and you agree to promptly execute and deliver

to us any financing statements covering the Product that we may reasonably

require; provided, however, that you hereby authorize us to file any such

financing statement without your authentication to the extent permitted by

applicable law.

10. Software or Intangibles. To the extent that the Product includes Software, you

understand and agree that we have no right, title or interest in the Software, and

you will comply throughout the term of this Lease Agreement with any license

and/or other agreement (“Software License”) entered into with the supplier of the

Software (“Software Supplier”). You are responsible for entering into any

Software License with the Software Supplier no later than the Effective Date;

provided, however, if you do not enter into the Software License, then we may

choose not to lease such Software to you under this Lease Agreement.

11. Default. Each of the following is a “Default” under this Lease Agreement and all

Schedules: (a) you fail to pay any Payment or any other amount within thirty (30)

days of its due date, (b) any representation or warranty made by you in this Lease

Agreement is false or incorrect and/or you do not perform any of your other

obligations under this Lease Agreement or any Schedule and/or under any other

agreement with us or with any of our affiliates and this failure continues for thirty

(30) days after we have notified you of it, (c) a petition is filed by or against you

or any guarantor under any bankruptcy or insolvency law or a trustee, receiver or

liquidator is appointed for you, any guarantor or any substantial part of your

assets, (d) you or any guarantor makes an assignment for the benefit of creditors,

(e) any guarantor dies, stops doing business as a going concern or transfers all or

substantially all of such guarantor’s assets, or (f) you stop doing business as a

going concern or transfer all or substantially all of your assets.

12. Remedies. If a Default occurs, we may do one or more of the following: (a) we

may cancel or terminate this Lease Agreement and/or any or all Schedules; (b) we

may require you to immediately pay to us, as compensation for loss of our

bargain and not as a penalty, a sum equal to: (i) all past due Payments and all

other amounts then due and payable under this Lease Agreement or any Schedule;

and (ii) the present value of all unpaid Payments for the remainder of the term of

each Schedule plus the present value of our anticipated value of the Product at the

end of the initial term of any Schedule (or any renewal of such Schedule), each

discounted at a rate equal to 3% per year to the date of default, and we may

charge you interest on all amounts due us from the date of default until paid at the

rate of 1.5% per month, but in no event more than the maximum rate permitted by

applicable law. We agree to apply the net proceeds (as specified below in this

Section) of any disposition of the Product to the amounts that you owe us; (c) we

may require you to deliver the Product to us as set forth in Section 14; (d) to the

extent not prohibited by applicable law, we or our representative may peacefully

repossess the Product without a court order (it being agreed that we will provide

you with written notice of Default prior to initiating recovery of the Product and

will endeavor to contact you telephonically to schedule a convenient time to

recover the Product); (e) we may exercise any and all other rights or remedies

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MSTLSE USC-MA 03.13 Ricoh

and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 3 of 4

available to a lender, secured party or lessor under the Uniform Commercial Code

(“UCC”), including, without limitation, those set forth in Article 2A of the UCC,

and at law or in equity; (f) we may immediately terminate your right to use the

Software including the disabling (on-site or by remote communication) of any

Software; (g) we may demand the immediate return and obtain possession of the

Software and re-license the Software at a public or private sale; (h) we may cause

the Software Supplier to terminate the Software License, support and other

services under the Software License, and/or (i) at our option, we may sell, re-

lease, or otherwise dispose of the Product under such terms and conditions as may

be acceptable to us in our discretion. If we take possession of the Product (or any

Software, if applicable), we may sell or otherwise dispose of it with or without

notice, at a public or private disposition, and to apply the net proceeds (after we

have deducted all costs, including reasonable attorneys’ fees) to the amounts that

you owe us. You agree that, if notice of sale is required by law to be given, ten

(10) days notice shall constitute reasonable notice. If applicable, you will remain

responsible for any deficiency that is due after we have applied any such net

proceeds. To the extent permitted by applicable law, in the event an action is

brought to enforce or interpret this Lease Agreement, the prevailing party shall be

entitled to reimbursement of all costs including, but not limited to, reasonable

attorney fees and court costs incurred.

13. Ownership of Product; Assignment. YOU HAVE NO RIGHT TO SELL,

TRANSFER, ENCUMBER, SUBLET OR ASSIGN THE PRODUCT OR THIS

LEASE AGREEMENT OR ANY SCHEDULE WITHOUT OUR PRIOR

WRITTEN CONSENT (which consent shall not be unreasonably withheld). You

agree that we may sell or assign all or a portion of our interests, but not our

obligations, in the Product and/or this Lease Agreement or any Schedule without

notice to you even if less than all the Payments have been assigned. In the event

the remit to address for Payments is changed during the term of this Lease

Agreement or any Schedule, then Ricoh or the Assignee will provide notice to

you. In that event, the assignee (the “Assignee”) will have such rights as we

assign to them but none of our obligations (we will keep those obligations) and

the rights of the Assignee will not be subject to any claims, defenses or set offs

that you may have against us. No assignment to an Assignee will release Ricoh

from any obligations Ricoh may have to you hereunder. The Maintenance

Agreement you have entered into with a Servicer will remain in full force and

effect with Servicer and will not be affected by any such assignment. You

acknowledge that the Assignee did not manufacture or design the Product and that

you have selected the Manufacturer, Servicer and the Product based on your own

judgment.

14. Renewal; Return of Product. UNLESS EITHER PARTY NOTIFIES THE

OTHER IN WRITING AT LEAST THIRTY (30) DAYS, BUT NOT MORE

THAN ONE HUNDRED TWENTY (120) DAYS, PRIOR TO THE

EXPIRATION OF THE MINIMUM TERM OR EXTENSION OF SUCH

SCHEDULE, AFTER THE MINIMUM TERM OR ANY EXTENSION OF

ANY SCHEDULE TO THIS LEASE AGREEMENT, SUCH SCHEDULE WILL

AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS;

PROVIDED, HOWEVER, THAT AT ANY TIME DURING ANY MONTH-TO-

MONTH RENEWAL, WE HAVE THE RIGHT, UPON THIRTY (30) DAYS

NOTICE, TO DEMAND THAT THE PRODUCT BE RETURNED TO US IN

ACCORDANCE WITH THE TERMS OF THIS SECTION 14. Notwithstanding

the foregoing, nothing herein is intended to provide, nor shall be interpreted as

providing, (a) you with a legally enforceable option to extend or renew the terms

of this Lease Agreement or any Schedule, or (b) us with a legally enforceable

option to compel any such extension or renewal. At the end of or upon

termination of each Schedule, you shall immediately make arrangements to have

the Product subject to such expired Schedule picked up by us (or our designee), in

as good condition as when you received it, except for ordinary wear and tear.

Ricoh (or our designee) shall bear shipping charges. You must pay additional

monthly Payments at the same rate as then in effect under a Schedule, until (i)

you provide notice to us prior to the expiration of the minimum term or extension

of any Schedule and (ii) the Product is picked up by us or our designees and is

received in good condition and working order by us or our designees.

Notwithstanding anything to the contrary set forth in this Lease Agreement, the

parties acknowledge and agree that we shall have no obligation to remove, delete,

preserve, maintain or otherwise safeguard any information, images or content

retained by or resident in any Products leased by you hereunder, whether through

a digital storage device, hard drive or other electronic medium (“Data

Management Services”). If desired, you may engage Ricoh to perform Data

Management Services at then-prevailing contracted rates pursuant to your

Maintenance Agreement or other agreement with Ricoh. You acknowledge that

you are responsible for ensuring your own compliance with legal requirements in

connection with data retention and protection and that we do not provide legal

advice or represent that the Products will guarantee compliance with such

requirements. The selection, use and design of any Data Management Services,

and any decisions arising with respect to the deletion or storage of data, as well as

the loss of any data resulting therefrom, shall be your sole and exclusive

responsibility

15. Miscellaneous. It is the intent of the parties that this Lease Agreement and any

Schedule shall be deemed and constitute a “finance lease” as defined under and

governed by Article 2A of the UCC. ORAL AGREEMENTS OR

COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR

FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES

TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. YOU

AGREE THAT THE TERMS AND CONDITIONS CONTAINED IN THE

CONTRACT, THIS LEASE AGREEMENT, AND IN EACH SCHEDULE

MAKE UP THE ENTIRE AGREEMENT BETWEEN US REGARDING THE

LEASING OR RENTAL OF THE PRODUCT AND SUPERSEDE ALL PRIOR

WRITTEN OR ORAL COMMUNICATIONS, UNDERSTANDINGS OR

AGREEMENTS BETWEEN THE PARTIES RELATING TO THE SUBJECT

MATTER CONTAINED HEREIN, INCLUDING, WITHOUT LIMITATION,

PURCHASE ORDERS. Any purchase order, or other ordering documents, will

not modify or affect this Lease Agreement or any Schedule and shall serve only

the purpose of identifying the equipment ordered. You authorize us to supply any

missing “configure to order” number (“CTO”), other equipment identification

numbers (including, without limitation, serial numbers), agreement/schedule

identification numbers and/or dates in this Lease Agreement or any Schedule.

You acknowledge that you have not been induced to enter into this Lease

Agreement by any representation or warranty not expressly set forth in this Lease

Agreement. Neither this Lease Agreement nor any Schedule is binding on us until

we sign it. ANY CHANGE IN ANY OF THE TERMS AND CONDITIONS OF

THIS LEASE AGREEMENT OR ANY SCHEDULE MUST BE IN WRITING

AND SIGNED BY BOTH PARTIES. If we delay or fail to enforce any of its

rights under this Lease Agreement with respect to any or all Schedules, we will

still be able to enforce those rights at a later time. All notices shall be given in

writing and sent either (a) by certified mail, return receipt requested, or

recognized overnight delivery service, postage prepaid, addressed to the party

receiving the notice at the address shown on the front of this Lease Agreement, or

(b) by facsimile transmission, with oral confirmation, to the facsimile number

shown below such party’s signature on this Lease Agreement. Either party may

change its address or facsimile number by giving written notice of such change to

the other party. Notices shall be effective on the date received. Each of our

respective rights and indemnities will survive the termination of this Lease

Agreement and each Schedule. If more than one customer has signed this Lease

Agreement or any Schedule, each customer agrees that its liability is joint and

several. It is the express intent of the parties not to violate any applicable usury

laws or to exceed the maximum amount of time price differential or interest, as

applicable, permitted to be charged or collected by applicable law, and any such

excess payment will be applied to payments in the order of maturity, and any

remaining excess will be refunded to you. We make no representation or

warranty of any kind, express or implied, with respect to the legal, tax or

accounting treatment of this Lease Agreement and any Schedule and you

acknowledge that we are an independent contractor and not your fiduciary. You

will obtain your own legal, tax and accounting advice related to this Lease

Agreement or any Schedule and make your own determination of the proper

accounting treatment of this Lease Agreement or any Schedule. We may receive

compensation from the Manufacturer or supplier of the Product in order to enable

us to reduce the cost of leasing or renting the Product to you under this Lease

Agreement or any Schedule below what we otherwise would charge. If we

received such compensation, the reduction in the cost of leasing or renting the

Product is reflected in the Minimum Payment specified in the applicable

Schedule. To the fullest extent permitted by applicable law, you authorize us or

our agent to obtain credit reports and make credit inquiries regarding you and

your financial condition and to provide your information, including payment

history, to our assignee and third parties having an economic interest in this Lease

Agreement, any Schedule or the Product.

16. Governing Law; Jurisdiction; Waiver of Trial By Jury and Certain Rights and

Remedies Under The Uniform Commercial Code. YOU AGREE THAT THIS

LEASE AGREEMENT AND ANY SCHEDULE WILL BE GOVERNED

UNDER THE LAW FOR THE STATE WHERE YOUR PRINCIPAL PLACE

OF BUSINESS OR RESIDENCE IS LOCATED. YOU ALSO CONSENT TO

THE VENUE AND NON-EXCLUSIVE JURISDICTION OF ANY COURT

LOCATED IN THE STATE WHERE YOUR PRINCIPAL PLACE OF

BUSINESS OR RESIDENCE IS LOCATED TO RESOLVE ANY CONFLICT

UNDER THIS LEASE AGREEMENT. TO THE EXTENT NOT PROHIBITED

BY APPLICABLE LAW, THE PARTIES TO THIS LEASE AGREEMENT

EACH WAIVE THE RIGHT TO TRIAL BY JURY IN THE EVENT OF A

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LAWSUIT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU

WAIVE ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A

CUSTOMER OR LESSEE BY SECTIONS 508-522 OF ARTICLE 2A OF THE

UCC THAT YOU MAY HAVE AGAINST US (BUT NOT AGAINST THE

MANUFACTURER OF THE PRODUCT).TO HELP THE GOVERNMENT

FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING

ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL

INSTITUTIONS TO OBTAIN, VERIFY AND RECORD INFORMATION

THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT

THIS MEANS FOR YOU: WHEN YOU OPEN AN ACCOUNT, WE WILL

ASK FOR YOUR NAME, ADDRESS AND OTHER INFORMATION THAT

WILL ALLOW US TO IDENTIFY YOU. WE MAY ASK TO SEE

IDENTIFYING DOCUMENTS.

17. Counterparts; Facsimiles. Each Schedule may be executed in counterparts. The

counterpart which has our original signature and/or is in our possession or control

shall constitute chattel paper as that term is defined in the UCC and shall

constitute the original agreement for all purposes, including, without limitation,

(a) any hearing, trial or proceeding with respect to such Schedule, and (b) any

determination as to which version of such Schedule constitutes the single true

original item of chattel paper under the UCC. If you sign and transmit a Schedule

to us by facsimile or other electronic transmission, the facsimile or such electronic

transmission of such Schedule, upon execution by us (manually or electronically,

as applicable), shall be binding upon the parties. You agree that the facsimile or

other electronic transmission of a Schedule containing your facsimile or other

electronically transmitted signature, which is manually or electronically signed by

us, shall constitute the original agreement for all purposes, including, without

limitation, those outlined above in this Section. You agree to deliver to us upon

our request the counterpart of such Schedule containing your original manual

signature.

18. State and Local Government Provisions. If the Customer is a State or political

subdivision of a State, as those terms are defined in Section 103 of the Internal

Revenue Code, the following additional terms and conditions shall apply:

(a) Essentiality. During the term of this Lease Agreement and any Schedule, the

Product will be used solely for the purpose of performing one or more

governmental or proprietary functions consistent with the permissible scope

of your authority. You represent and warrant that the use of the Product is

essential to performing such governmental or proprietary functions.

(b) Non-Appropriation/Non-Substitution. (i) If your governing body fails to

appropriate sufficient monies in any fiscal period for rentals and other

payments coming due under a Schedule to this Lease Agreement in the next

succeeding fiscal period for any equipment which will perform services and

functions which in whole or in part are essentially the same services and

functions performed by the Product covered by any such Schedule, then a

“Non-Appropriation” shall be deemed to have occurred. (ii) If a Non-

Appropriation occurs, then: (A) you must give us immediate notice of such

Non-Appropriation and provide written notice of such failure by your

governing body at least sixty (60) days prior to the end of the then current

fiscal year or if Non-Appropriation has not occurred by such date,

immediately upon Non-Appropriation, (B) no later than the last day of the

fiscal year for which appropriations were made for the rental due under any

Schedule to this Lease Agreement (the “Return Date”), you shall make

available to us (or our designee) all, but not less than all, of the Product

covered by such Schedule to this Lease Agreement, at your sole expense, in

accordance with the terms hereof; and (C) any Schedule to this Lease

Agreement shall terminate on the Return Date without penalty or expense to

you and you shall not be obligated to pay the rentals beyond such fiscal year,

provided that (x) you shall pay any and all rentals and other payments due up

through the end of the last day of the fiscal year for which appropriations

were made and (y) you shall pay month-to-month rent at the rate set forth in

any such Schedule for each month or part thereof that you fail to make

available to us (or our designee) the Product as required herein. (iii) Upon any

such Non-Appropriation, upon our request, you will provide an opinion of

independent counsel or other legally designated authority (who shall be

reasonably acceptable to us), in form reasonably acceptable to us, confirming

the Non-Appropriation and providing reasonably sufficient proof of such

Non-Appropriation.

continue this Lease Agreement and any Schedule hereto for the entire term of

such Schedule and to pay all rentals relating to such Schedule and to do all

things lawfully within your power to obtain and maintain funds from which

the rentals and all other payments owing under such Schedule may be made.

The parties acknowledge that appropriation for rentals is a governmental

function to which you cannot contractually commit yourself in advance and

this Lease Agreement shall not constitute such a commitment. To the extent

permitted by law, the person or entity in charge of preparing your budget will

include in the budget request for each fiscal year during the term of each

Schedule, respectively, to this Lease Agreement an amount equal to the

rentals (to be used for such rentals) to become due in such fiscal year, and

will use all reasonable and lawful means available to secure the appropriation

of money for such fiscal year sufficient to pay all rentals coming due during

such fiscal year.

(d) Authority and Authorization. (i) You represent and warrant to us that: (A)

you are a State or political subdivision of a State, as those terms are defined

in Section 103 of the Internal Revenue Code; (B) you have the power and

authority to enter into this Lease Agreement and all Schedules to this Lease

Agreement; (C) this Lease Agreement and all Schedules to this Lease

Agreement have been duly authorized, executed and delivered by you and

constitute valid, legal and binding agreement(s) enforceable against you in

accordance with their terms; and (D) no further approval, consent or

withholding of objections is required from any governmental authority with

respect to this Lease Agreement or any Schedule to this Lease Agreement. (ii)

If and to the extent required by us, you agree to provide us with an opinion of

independent counsel or other legally designated authority (who shall be

reasonably acceptable to us) confirming the foregoing and other related

matters, in form and substance acceptable to us. (iii) You agree to take all

required actions and to file all necessary forms, including IRS Forms 8038-G

or 8038-GC, as applicable, to preserve the tax exempt status of this Lease

Agreement and all Schedules thereto. (iv) You agree to provide us with any

other documents that we may reasonably request in connection with the

foregoing and this Lease Agreement.

(e) Assignment. You agree to acknowledge any assignment to the Assignee in

writing, if so requested, and, if applicable, to keep a complete and accurate

record of all such assignments in a manner that complies with Section 149(a)

of the Internal Revenue Code and the regulations promulgated thereunder.

IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the dates set forth below.

THE PERSON SIGNING THIS LEASE AGREEMENT ON BEHALF OF THE CUSTOMER REPRESENTS THAT HE/SHE HAS THE AUTHORITY TO DO SO.

CUSTOMER

By: X_________________________________________________________

Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Facsimile Number: ______________________________________________

Accepted by: RICOH AMERICAS CORPORATION

By: ___________________________________________________________

Authorized Signer Signature

Printed Name: __________________________________________________

Title: ________________________________________ Date: ___________

Facsimile Number: ______________________________________________

SWFADD USC-SFA 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 1 of 4

U.S. Communities Software Financing Agreement Number: _______________________

This U.S. COMMUNITIES SOFTWARE FINANCING AGREEMENT (this “Agreement”) is between Ricoh Americas Corporation (“Ricoh”; together with its

successors and assignees, “we,” “us” or “our”) and the customer identified below (“Customer,” “you” or “your”).

Addendum Attached: Yes (Check if yes and indicate total number of pages:____) Customer Billing Reference Number (P.O.#:, etc.)_______________________

TERMS AND CONDITIONS:

1. Funding Authorization. This Agreement is executed pursuant to the contract by

and between Ricoh Americas Corporation and Fairfax County (the “County”)

on behalf of the U.S. Communities Government Purchasing Alliance and all

public agencies, non-profits and higher education entities (“Participating Public

Agencies”), having a Contract ID number of [INSERT] and the contract period

is from [INSERT] to June 30, 2016, with the option to renew for no more than

six (6) years (the “Contract Period”), one year at a time, or any combination

thereof (the “Contract”). Notwithstanding the foregoing, any Agreement

entered into during the Contract Period shall continue in full force and effect

for the entire term set forth in such Agreement. This Agreement shall consist of

the terms and conditions of the Contract and this Agreement. As it pertains to

this Agreement, the order of precedence of the component parts of the

Agreement shall be as follows: (a) the terms and conditions of this Agreement

and (b) the terms and conditions of the Contract. The foregoing order of

precedence shall govern the interpretation of this Agreement in cases of

conflict or inconsistency therein. You direct us or our Assignee to disburse to

the software supplier who is either identified above or, if not identified above,

Ricoh Americas Corporation (the “Software Supplier”), the principal amount

shown above, as such amount may be adjusted in accordance with this

Agreement and as shown on the Software Supplier’s invoice (such amount, the

“Principal Amount”) in payment for your acquisition and use of the licensed

software described above and as further described on the Software Supplier’s

invoice, together with services, maintenance, installation and training charges

incurred prior to the Acceptance Date (as defined below) in connection with

such licensed software (collectively, the “Licensed Software”) after the

delivery and your acceptance of such Licensed Software. You agree to sign

and return to us a certificate of acceptance (which, at our option, may be

returned electronically) within five (5) business days after the installation of

the Licensed Software confirming that the Licensed Software has been

delivered, installed, and is in good condition and accepted for all purposes

under the Agreement.

2. Promise to Pay; Interest Rate. Except as set forth in Section 16 below entitled

“State and Local Government Provisions”, you promise to pay to the order of

us or our assignee, if applicable, the Principal Amount plus interest on the

unpaid balance in consecutive monthly payments in the amount set forth above

(each such payment, as adjusted pursuant to this Section, a “Payment”) over

the term identified above (the “Term”). Payments will begin on or after the

CUSTOMER INFORMATION

Full Legal Name

Billing Contact Name

Principal Place of Business Address

Billing Address (if different from principal place of business)

City County State Zip

Federal Tax ID No.

(Do Not Insert Social Security No.)

Billing Contact Telephone No.

Billing Contact Facsimile No.

Billing Contact E-Mail Address

Jurisdiction of Organization

Form of Organization

LICENSED SOFTWARE DESCRIPTION

Qty

Description of Licensed Software

Qty

Description of Licensed Software

SOFTWARE SUPPLIER (If not Ricoh Americas Corporation)

PRINCIPAL AMOUNT & PAYMENT SCHEDULE

Principal Amount

(Before Adjustment for Tax)

Term

(months)

Payment

(Before Adjustment for Tax)

Interest Rate

___________%

per annum

Ricoh USA, Inc.

70 Valley Stream Parkway

Malvern, PA 19355

Ricoh USA, Inc.

70 Valley Stream Parkway

Malvern, PA 19355

___________

Customer Initials

SWFADD USC-SFA 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 2 of 4

delivery and acceptance date of the Licensed Software (the date of such

delivery and acceptance, the “Acceptance Date”). The remaining payments are

due on the same date of each subsequent month. Unless and to the extent you

are exempt and provide a valid exemption certificate to us, you authorize us to

adjust the Principal Amount and the Payment amount by up to fifteen percent

(15%) to reflect any sales, use or similar taxes charged on the Software

Supplier’s invoice for the Licensed Software. You shall pay the unpaid balance

of the Principal Amount and all accrued interest and any other charges due

hereunder on the expiration of the Term.

EXCEPT AS SET FORTH IN SECTION 16 BELOW ENTITLED “STATE

AND LOCAL GOVERNMENT PROVISIONS”, YOUR OBLIGATIONS TO

REMIT PAYMENTS TO US UNDER THIS AGREEMENT SHALL BE

ABSOLUTE, UNCONDITIONAL AND COMPLETELY INDEPENDENT

OF ANY DEFECT IN OR DAMAGE TO THE LICENSED SOFTWARE,

CUSTOMER’S LOSS OF POSSESSION OR USE OF THE LICENSED

SOFTWARE, OR ANY FAILURE ON THE PART OF ANY PARTY TO

PERFORM ANY SERVICES RELATED TO THE LICENSED SOFTWARE.

PAYMENTS UNDER THIS AGREEMENT ARE NOT SUBJECT TO SET-

OFFS, CLAIMS OR DEFENSES OF ANY NATURE WHATSOEVER, ALL

OF WHICH YOU HEREBY WAIVE TO THE EXTENT PERMITTED BY

APPLICABLE LAW. You agree that you will remit payments to us in the form

of company checks (or personal checks in the case of sole proprietorships),

direct debit or wires only. Cash and cash equivalents are not acceptable forms

of payment under this Agreement, and you will not remit such forms of

payment to us. Payment in any other form may delay processing or be returned

to you.

3. Prepayment. You may not partially prepay the Principal Amount prior to the

end of the Term without our written consent, which may be conditioned upon

the payment of fees, the adjustment of the monthly Payment amount, and other

terms and conditions. At any time, Customer may prepay all, but not less than

all, of the Principal Amount, together with any and all accrued and unpaid

interest thereon, any and all other amounts payable by Customer under this

Agreement and, if such prepayment is made prior to the last twelve (12)

months of the Term, a prepayment fee equal to the lesser of (i) one percent

(1%) of the Principal Amount outstanding on the date of prepayment (without

giving effect to any prior prepayments) multiplied by the number of full

twelve-month periods remaining until the end of the Term and (ii) the

maximum prepayment charge allowed by applicable law, or as otherwise

mutually agreed to by the parties.

4. Late Payments. If any Payment or any other sum due under this Agreement is

not received within ten (10) days after the applicable due date for such

Payment or other amount, in addition to the amount of each such Payment or

other amount, to the extent not prohibited by applicable law, you shall pay a

late payment charge of five (5%) of such past due amount or $5 (whichever is

greater, but not to exceed the maximum amount allowed by applicable law). To

the extent not prohibited by applicable law, you also agree to pay $25 for each

check returned for insufficient funds or any other reason.

5. Ownership; Security Interest. Unless we are the licensor of the Licensed

Software, we have no ownership interest in the Licensed Software and shall not

be shown as the owner of the Licensed Software on any tax reports or returns.

To secure all of your obligations under this Agreement, you grant to us a

security interest in your rights under and interests in each software license

agreement relating to the Licensed Software, including any amendments

thereto (each, a “License”) and each maintenance, support or other service

agreement relating to any License, together with all of your rights and interest

in any general intangibles which any of the foregoing may represent, and all

products and proceeds of such rights and interest (collectively, the

“Collateral”). You irrevocably grant to us the power to prepare, sign on your

behalf (if applicable), and file Uniform Commercial Code (“UCC”) financing

statements identifying the Collateral and any related amendments or

continuations.

6. Representations, Warranties and Covenants. You hereby represent, warrant

and covenant as follows: (i) you have the power and authority to enter into this

Agreement and to grant the security interest described in this Agreement; (ii)

the Collateral is, and will remain, free and clear of all liens and encumbrances

of every kind, except for the security interest granted in this Agreement and the

rights of the software licensor in the Licensed Software; (iii) you will maintain

each License in full force and effect and will do all acts deemed necessary by

us to continue our perfected, first priority security interest in the Collateral; (iv)

you shall remain solely responsible under any License for the observance and

performance of all conditions and obligations of you under such License; (v)

you shall pay promptly when due all taxes, fees, assessments and other

charges levied or assessed on any of the Collateral or on the use of the

Collateral or on this Agreement to the extent permitted by applicable law; (v)

you will use the Licensed Software only in the lawful conduct of your

business, and not for personal, household or family purposes; (vi) your address,

legal name, and form and jurisdiction of organization are set forth above or

referenced above, and you will not change your address, legal name or form or

jurisdiction of organization without thirty (30) days prior written notice to us;

and (vii) this Agreement has been duly executed and delivered by your

authorized officer or agent and constitutes your legal and binding obligations,

enforceable against you in accordance with its terms.

7. Default and Remedies. Each of the following is a “Default” under this

Agreement: (i) you fail to make payment of any amount due under this

Agreement within thirty (30) days after its due date; (ii) you default or fail to

perform any of your obligations under this Agreement; (iii) any License is

terminated for any reason; (iv) any representation or warranty contained under

this Agreement proves to be false in any material respect; or (v) the

appointment of a receiver for all or of any part of your property, the assignment

for the benefit of creditors or the commencement of any proceeding under any

bankruptcy or insolvency law by or against you. Upon the occurrence of a

Default, we may (A) declare all of the Principal Amount immediately due and

payable, without demand or notice to you, and such amount shall bear interest

at the lower of one and one-half percent (1-1/2%) per month or the maximum

rate allowed by applicable law; (B) terminate or cause to be terminated your

rights under each License and withhold or cause to be withheld any

maintenance, support or other service relating to each License; and (C)

exercise any and all rights of a secured party under the UCC, and to the extent

permitted by applicable law, we may charge you for expenses incurred in

connection with the enforcement of such rights and remedies, including,

without limitation, collection costs, attorneys’ fees and court costs. You

irrevocably grant to us the power to terminate or suspend any maintenance,

support or other service relating to each License for and on your behalf. Our

remedies are cumulative, are in addition to any other remedies provided for by

law, and may be exercised concurrently or separately. Any failure or delay by

us to exercise any right shall not operate as a waiver of any other right or future

right. We shall not be required to first foreclose, proceed against or exhaust

any Collateral before enforcing your obligations under this Agreement. To the

extent permitted by applicable law, you hereby waive presentment, demand for

payment, notice of nonpayment, protest, notice of protest, notice of dishonor,

and all other notices in connection herewith.

8. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE

THAT: WE ARE AN INDEPENDENT CONTRACTOR AND NOT A

FIDUCIARY OF YOU; YOU HAVE SELECTED THE LICENSED

SOFTWARE, THE SOFTWARE SUPPLIER AND, IF APPLICABLE, THE

SOFTWARE LICENSOR BASED UPON YOUR OWN JUDGMENT; YOU

AFFIRMATIVELY DISCLAIM RELIANCE ON ANY ORAL

STATEMENTS OR REPRESENTATIONS CONCERNING THE

LICENSED SOFTWARE MADE TO YOU; THE LICENSED SOFTWARE

IS OF A DESIGN, SIZE, FITNESS AND CAPACITY SELECTED BY YOU

AND THAT THE SAME IS SUITABLE AND FIT FOR YOUR PURPOSES;

WE DO NOT MAKE, HAVE NOT MADE, NOR SHALL BE DEEMED TO

MAKE OR HAVE MADE, ANY REPRESENTATION OR WARRANTY,

EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING,

BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND,

EXPRESS OR IMPLIED, WITH RESPECT TO THE LEGAL, TAX OR

ACCOUNTING TREATMENT OF THIS AGREEMENT OR THE

LICENSED SOFTWARE. YOU WILL OBTAIN YOUR OWN LEGAL,

TAX AND ACCOUNTING ADVICE RELATED TO, AND MAKE YOUR

OWN DETERMINATION OF THE PROPER ACCOUNTING

TREATMENT OF, THIS AGREEMENT AND THE AGREEMENT. WE

SHALL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY

FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR

CONSEQUENTIAL DAMAGES RELATING TO THE LICENSED

SOFTWARE OR THIS AGREEMENT.

___________

Customer Initials

SWFADD USC-SFA 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 3 of 4

9. Limitation on Charges. Both parties intend to comply with all applicable laws.

In no event will you be charged nor will we collect any amounts in excess of

those allowed by applicable law. Any part of this Agreement that could, but

for this Section, be read under any circumstance to allow for a charge higher

than that allowable under any applicable legal limit, is limited and modified by

this Section to limit the amounts chargeable under this Agreement to the

maximum amount allowed under the legal limit. If in any circumstance, any

amount in excess of that allowed by law is charged or received, any such

charge will be deemed limited by the amount legally allowed and any amount

received by us in excess of that legally allowed will be applied by us to the

payment of amounts legally owed under this Agreement or refunded to you.

10. Notices. All required notices will be considered to have been given if sent by

registered or certified mail or overnight courier service to the other party (as the

case may be) at its address stated herein, or at such other place as such addressee

may have designated in writing. Notices shall be effective upon receipt, as

reflected on the proof of delivery.

11. Assignment; Successors and Assigns. You shall not assign this Agreement or

any of your obligations under this Agreement, without our prior written consent.

We may sell or assign all or a portion of our interests in this Agreement without

notice to you even if less than all the Payments have been assigned. In that

event, the assignee (the “Assignee”) will have such rights as we assign to them

but none of our obligations (we will keep those obligations) and the rights of the

Assignee will not be subject to any claims, defenses or set-offs that you may

have against us. In the event the remit to address for Payments is changed

during the term of this Agreement, then Ricoh or the Assignee will provide

notice to you. No assignment to an Assignee will release Ricoh from any

obligations Ricoh may have to you hereunder. This Agreement shall be

binding upon you and your representatives, successors and assigns, and shall

inure to the benefit of us, our successors and assigns. You acknowledge that

the Assignee is not the owner, developer or designer of the Licensed Software.

12. Indemnification. To the extent permitted by applicable law, you are

responsible for all losses, claims, liens, suits, damages, liabilities,

infringement claims, injuries and attorneys’ fees and costs, including, without

limitation, those incurred in connection with responding to subpoenas, third

party or otherwise (“Claims”), incurred or asserted by any person, in any

manner relating to this Agreement or the Licensed Software. You agree to

indemnify and defend us against, and hold us harmless from, any and all

Claims, although we reserve the right to control the defense and to select or

approve defense counsel. This indemnity will survive the termination of this

Agreement. You shall pay to us all reasonable costs and expenses, including

reasonable attorneys’ and collection fees, incurred by us in enforcing the

terms and conditions under, or in protecting our rights and interests in, this

Agreement.

13. GOVERNING LAW, JURY TRIAL WAIVER, SEVERABILITY, EFFECT

OF AGREEMENT. YOU AGREE THAT THIS AGREEMENT WILL BE

GOVERNED UNDER THE LAW FOR THE STATE WHERE YOUR

PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED. YOU

ALSO CONSENT TO THE VENUE AND NON-EXCLUSIVE

JURISDICTION OF ANY COURT LOCATED IN THE STATE WHERE

YOUR PRINCIPAL PLACE OF BUSINESS OR RESIDENCE IS LOCATED

TO RESOLVE ANY CONFLICT UNDER THIS AGREEMENT. TO THE

EXTENT PERMITTED BY APPLICABLE LAW, WE BOTH WAIVE THE

RIGHT TO TRIAL BY JURY IN THE EVENT OF A LAWSUIT. If any

provision of this Agreement is in conflict with any applicable statute, rule or

regulation, then such provision shall be deemed null and void to the extent of

such conflict, but without invalidating any other provision of this Agreement.

This Agreement constitutes the full and complete agreement between you and

us in connection with the Licensed Software. This Agreement cannot be

modified except by mutual, signed written agreement between you and us.

This Agreement shall continue in full force and effect for so long as any

amount shall remain outstanding under this Agreement.

14. Miscellaneous. You authorize us to insert or correct missing information on

this Agreement, limited to the following: (1) the agreement and/or applicable

contract number(s), (2) your proper legal name, jurisdiction and form of

organization and (3) any information describing the Licensed Software to

include the quantity thereof. If applicable and to the fullest extent permitted by

applicable law, you authorize us, our agent and/or our Assignee to obtain credit

reports and make credit inquiries regarding you and your financial condition

and to provide your information, including payment history, to our Assignee

and third parties having an economic interest in this Agreement. Each of our

respective rights and indemnities will survive the termination of this

Agreement.

15. Electronic Transmission of Documents. This Agreement may be executed in

counterparts. The counterpart that has our original signature and/or is in our

possession or control shall constitute chattel paper as that term is defined in the

UCC and shall constitute the single true original agreement for all purposes. If

you sign and transmit this Agreement to us by facsimile or by other electronic

transmission, the facsimile or other electronic transmission of this Agreement,

upon execution by us (manually or electronically, as applicable), shall be

binding upon the parties. You agree that the facsimile or other electronic

transmission of this Agreement containing your facsimile or other

electronically transmitted signature, which is manually or electronically signed

by us, shall constitute the original agreement for all purposes, including,

without limitation, those outlined above in this Section. You agree to deliver to

us upon our request the counterpart of this Agreement containing your manual

signature.

16. State and Local Government Provisions. If the Customer is a State or political

subdivision of a State, as those terms are defined in Section 103 of the Internal

Revenue Code, as indicated on the first page of this Agreement, the following

additional terms and conditions shall apply:

(a) Essentiality. During the term of this Agreement, the Licensed Software

will be used solely for the purpose of performing one or more

governmental or proprietary functions consistent with the permissible

scope of your authority. You represent and warrant that the use of the

Licensed Software is essential to performing such governmental or

proprietary functions.

(b) Non-Appropriation. (i) If your governing body fails to appropriate

sufficient monies in any fiscal period for rentals and other payments

coming due under this Agreement in the next succeeding fiscal period,

then a “Non-Appropriation” shall be deemed to have occurred. (ii) If a

Non-Appropriation occurs, then: (A) you must give us immediate notice

of such Non-Appropriation and provide written notice of such failure by

your governing body at least sixty (60) days prior to the end of the then

current fiscal year or if Non-Appropriation has not occurred by such date,

immediately upon Non-Appropriation, and (B) this Agreement shall

terminate, on the last day of the fiscal period for which funds were

appropriated for the amounts due under this Agreement, without penalty

or expense to you and you shall not be obligated to pay amounts due

under this Agreement beyond such fiscal year, provided that you shall

pay any and all amounts due up through the end of the last day of the

fiscal year for which appropriations were made. (iii) Upon any such Non-

Appropriation, upon our request, you will provide an opinion of

independent counsel or other legally designated authority (who shall be

reasonably acceptable to us), in form reasonably acceptable to us,

confirming the Non-Appropriation and providing reasonably sufficient

proof of such Non-Appropriation.

to continue this Agreement for the entire term of this Agreement and to

pay all amounts due under this Agreement and to do all things lawfully

within your power to obtain and maintain funds from which such

amounts may be paid. The parties acknowledge that appropriation for

rentals is a governmental function to which you cannot contractually

commit yourself in advance and this Agreement shall not constitute such

a commitment. To the extent permitted by law, the person or entity in

charge of preparing your budget will include in the budget request for

each fiscal year during the term of this Agreement the amounts due under

this Agreement to become due in such fiscal year, and will use all

reasonable and lawful means available to secure the appropriation of

money for such fiscal year sufficient to pay all amounts under this

Agreement coming due during such fiscal year.

(d) Authority and Authorization. (i) You represent and warrant to us that: (A)

you are a State or political subdivision of a State, as those terms are

defined in Section 103 of the Internal Revenue Code; (B) you have the

power and authority to enter into this Agreement; (C) this Agreement has

been duly authorized, executed and delivered by you and constitute a

___________

Customer Initials

SWFADD USC-SFA 03.13 Ricoh® and the Ricoh Logo are registered trademarks of Ricoh Company, Ltd. Page 4 of 4

valid, legal and binding agreement enforceable against you in accordance

with its terms; and (D) no further approval, consent or withholding of

objections is required from any governmental authority with respect to

this Agreement. (ii) If and to the extent required by us, you agree to

provide us with an opinion of independent counsel or other legally

designated authority (who shall be reasonably acceptable to us)

confirming the foregoing and other related matters, in form and substance

acceptable to us. (iii) If applicable, you agree to take all required actions

and to file all necessary forms, including IRS Forms 8038-G or 8038-GC,

as applicable, to preserve the tax exempt status of this Agreement. (iv)

You agree to provide us with any other documents that we may

reasonably request in connection with the foregoing and this Agreement.

(e) Assignment. If applicable, you agree to acknowledge any assignment to

the Assignee in writing, if so requested, and, if applicable, to keep a

complete and accurate record of all such assignments in a manner that

complies with Section 149(a) of the Internal Revenue Code and the

regulations promulgated thereunder.

IN WITNESS WHEREOF, each party has caused its duly authorized officer to execute this Agreement, as of the date written below.

CUSTOMER

By: X________________________________________________________

Authorized Signer Signature

Printed Name: _________________________________________________

Title: _______________________________________ Date: ___________

RICOH AMERICAS CORPORATION

By: __________________________________________________________

Authorized Signer Signature

Printed Name: _________________________________________________

Title: _______________________________________ Date: ___________

U.S. Communities Master Agreement– Page 1

Rev. 03/01/2013

U.S. COMMUNITIES

MASTER AGREEMENT

(MANAGED DOCUMENT SERVICES AND/OR LABOR)

Customer:

Full Legal Name: ______________________________

Address: _____________________________________

City: ________________ State: ______ Zip: ______

THIS MASTER AGREEMENT (“Agreement”) is made by and between Ricoh Americas Corporation (“Ricoh”) with its principal place of

business at 70 Valley Stream Parkway, Malvern, Pennsylvania 19355 and the customer listed above (“Customer”). This Agreement shall be

effective from the ______ day of __________________, 20____ and shall remain in effect for so long as any current or renewal term of any

Order Form (as defined below) executed by Ricoh and Customer remains in effect. Any expiration or earlier termination of this Agreement

shall not, however, be deemed to terminate, alter or otherwise modify the term of any Order Form entered into by the parties, which shall

remain in effect in accordance with its terms. This Agreement is executed pursuant to the Contract by and between Ricoh Americas

Corporation and Fairfax County (the “County”) on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies,

non-profits and higher education entities (“Participating Public Agencies”), having a Contract ID number of [INSERT] and the Contract Period is

from [INSERT] to June 30, 2016, with the option to renew for no more than six (6) years (the “Contract Period”), one year at a time, or any

combination thereof (the “Contract”). Notwithstanding the foregoing, any Order Form entered into during the Contract Period shall continue

in full force and effect for the entire term set forth in the Order Form. This Agreement shall consist of the terms and conditions of the Contract

and this Agreement and any Order Form issued pursuant thereto. As it pertains to this Agreement for Services (as defined below), the order of

precedence of the component parts of this Agreement shall be as follows: (a) the terms and conditions of the Order Form (b) the terms and

conditions of this Agreement, and (b) the terms and conditions of the Contract. The foregoing order of precedence shall govern the

interpretation of this Agreement in cases of conflict or inconsistency therein.

1. Services. Ricoh and/or its affiliate companies will provide

Customer and/or its subsidiary and affiliated companies with the

services more particularly described in an ordering document (the

“Services”). In order to obtain Services from Ricoh, Customer shall

submit to Ricoh an ordering document in the form of a Service

Order, Statement of Work or other written instrument accepted and

approved by Ricoh (an “Order Form”). In order to expedite the

ordering and delivery process, and for the convenience of the

Customer, this Agreement establishes the terms and conditions

between the parties governing all Services. Any documents issued

by Customer to procure services at any time for any reason, even if

they do not expressly reference or incorporate this Agreement, will

not modify or affect this Agreement notwithstanding the inclusion

of any additional or different terms or conditions in any such

ordering document and shall serve only the purpose of identifying

the services ordered and shall be subject to the terms and conditions

of this Agreement.

2. Service Warranties. Ricoh warrants that the Services

performed under an Order Form will be performed in a good and

workmanlike manner. Ricoh will re-perform any Services not in

compliance with this warranty and brought to Ricoh’s attention in

writing within a reasonable time, but in no event more than thirty

(30) days after such Services are performed; provided, however,

resolution of any applicable service levels shall be made in

accordance with the terms of the Order Form.

3. Fees and Charges. Customer payment for Services shall be net

thirty (30) days. All rates and other charges provided for in any

Order Form or owing under this Agreement are exclusive of all

federal, state, municipal or other governmental excise, sales, use or

similar taxes, which taxes (other than taxes relating to Ricoh’s

income) will be billed to Customer if required to be collected and

remitted by Ricoh. Except as expressly set forth in writing, Ricoh

may, increase fees and any rate expressly stated in any Order Form

with respect to on-site Personnel in accordance with the pricing

changes in the Contract. To the extent not prohibited by applicable

law and unless and to the extent Customer is exempt and provides a

valid exemption certificate to Ricoh, in addition to the payments

under the Order Form, Customer agrees to pay all taxes,

assessments, fees and charges governmentally imposed upon

Ricoh’s provision of the Services under an Order Form.

4. Invoicing. All invoiced amounts shall be due to Ricoh by the

date indicated on the invoice and will be considered past due

thereafter. To the extent not prohibited by applicable law, if any

invoiced amount is not paid within ten (10) days of its due date,

Customer will pay, in addition to the invoiced amount, a late charge

of five percent (5%) of the overdue payment (but in no event greater

than the maximum amount allowed by applicable law). To the

extent permitted by applicable law, in the event an action is brought

to enforce or interpret this Agreement or an Order Form, the

prevailing party shall be entitled to reimbursement of all costs

including, but not limited to, reasonable attorney fees and court

costs incurred. If Customer is in arrears on any invoice, Ricoh may,

on giving notice, withhold or cancel further performance of Order

Forms for such Services until all overdue amounts are paid in full.

Ricoh may suspend or terminate this Agreement or any Order Form

entered into hereunder for non-payment. If Customer disputes a

charge or charges on a given invoice, Customer shall pay all non-

disputed charges and protest the disputed charges in writing to

Ricoh. Customer will not be charged a late fee on any charges

disputed by Customer in accordance with this Agreement.

5. Term. Termination of Services. This Agreement is effective as

of the date set forth above and will remain in effect for so long as

any initial or renewal term of any Order Form remains in effect.

Any earlier termination of this Agreement for any reason shall not

be deemed to terminate, alter or otherwise modify the term of any

Order Form, which shall remain in effect in accordance with its

terms and subject to this Agreement. Except as otherwise set forth

in an Order Form, either party may terminate any of the Services

specified in an Order Form upon thirty (30) days’ prior written

notice, subject to any termination fee as may be set forth in the

applicable Order Form. In the event Ricoh terminates any Services

procured hereunder or this Agreement without cause, Ricoh shall

reimburse Customer for all prepaid fees related to Services not

U.S. Communities Master Agreement– Page 2

Rev. 03/01/2013

rendered prior to termination. Upon termination of this Agreement

by Customer, Customer shall be responsible for payment for all

Services completed by Ricoh and accepted by Customer through

the effective date of termination.

6. Default. In addition to any other rights or remedies which either

party may have under this Agreement or at law or equity, either

party shall have the right to cancel the Services provided under this

Agreement immediately: (i) if the other party fails to pay any fees

or charges or any other payments required under this Agreement

when due and payable, and such failure continues for a period of ten

(10) days after being notified in writing of such failure; or (ii) if the

other party fails to perform or observe any other material covenant

or condition of this Agreement, and such failure or breach shall

continue un-remedied for a period of thirty (30) days after such

party is notified in writing of such failure or breach; or (iii) if the

other party becomes insolvent, dissolves, or assigns its assets for the

benefit of its creditors, or files or has filed against it any bankruptcy

or reorganization proceeding.

7. Confidentiality.

7.1 Ricoh recognizes that it must perform the Services in a manner

that protects any information of Customer or its clients that

Customer has clearly identified to Ricoh as being confidential (such

information hereafter referred to collectively as “Customer

Confidential Information”) that may be disclosed to Ricoh

hereunder from improper use or disclosure. Ricoh agrees to treat

Customer Confidential Information on a confidential basis. Ricoh

further agrees that it will not disclose any Customer Confidential

Information without Customer’s prior written consent to any third

party except to authorized representatives of Customer or to

employees or subcontractors of Ricoh who have a need to access

such Customer Confidential Information to perform the Services

contemplated hereunder. Customer Confidential Information shall

not include (i) information which at the time of disclosure is in the

public domain, (ii) information which, after disclosure becomes part

of the public domain by publication or otherwise through no fault of

Ricoh, or (iii) information which can be established to have been

independently developed and so documented by Ricoh or obtained

by Ricoh from any person not in breach of any confidential

obligations to Customer. The terms of this Agreement shall not be

considered to be Customer Confidential Information. Customer

acknowledges and agrees that any information provided by

Customer to Ricoh pursuant to this Agreement that constitutes

Protected Health Information (“PHI”) subject to the Health

Insurance Portability and Accountability Act of 1996 45 CFR Parts

160 and 164 (“HIPAA”) and the Health Information Technology for

Economical and Clinical Health Act, Public Law 111-005 (the

“HITECH Act”) or “nonpublic personal information” as defined

under the Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. §

6801 et seq., and the rules and regulations issued thereunder

(“Gramm-Leach-Bliley”) shall be specifically identified as such to

Ricoh in writing.

7.2 The parties acknowledge and agree that Ricoh shall have no

obligation to remove, delete, preserve, maintain or otherwise

safeguard any information, images or content retained by, in or on

any item of Customer owned, Customer leased or Ricoh provided

equipment, whether through a digital storage device, hard drive or

similar electronic medium (“Data Management Services”). If

desired, Customer may engage Ricoh to perform such Data

Management Services at then-current Contract rates. The selection,

use and design of any Data Management Services, and any and all

decisions arising with respect to the deletion or storage of any data,

data information or documentation, as well as any loss of data

resulting therefrom, shall be the sole responsibility of Customer. If

desired, Customer may engage Ricoh to perform the following Data

Management Services, and the parties shall enter into a written work

order setting the details of any such engagement:

 Hard Drive Surrender Service. Under this option, a Ricoh

service technician can remove the hard drive from the

applicable equipment (set forth on a work order) and provide

Customer with custody of the hard drive before the equipment

is removed from the Customer’s location, moved to another

department or any other disposition of the equipment. The

cost for the Hard Drive Surrender Services shall be as set

forth in the Contract.

 DataOverwriteSecurity System (DOSS). DOSS is a Ricoh

product designed to overwrite the sector of the hard drive

used for data processing to prevent recovery. Additionally,

DOSS also offers the option of overwriting the entire hard

drive up to nine (9) times.

7.3 Notwithstanding anything in this Agreement to the contrary,

Customer is responsible for ensuring its own compliance with any

and all applicable legal, regulatory, business, industry, security,

compliance and storage requirements relating to data retention,

protection, destruction and/or access. It is the Customer’s sole

responsibility to obtain advice of competent legal counsel as to the

identification and interpretation of any relevant laws and regulatory

requirements that may affect the customer’s business or data

retention, and any actions required to comply with such laws.

RICOH DOES NOT PROVIDE LEGAL, ACCOUNTING OR TAX

ADVICE OR REPRESENT OR WARRANT THAT ITS

SERVICES OR PRODUCTS WILL GUARANTEE OR ENSURE

COMPLIANCE WITH ANY LAW, REGULATION OR

REQUIREMENT.

7.4 Ricoh recommends encryption related to the transmission of

data for the provision of Services. If data is required to be

encrypted by law (including but not limited to HIPAA, the HITECH

Act, or Gramm-Leach-Bliley), and should Customer not encrypt

such data, Customer is responsible for such failure to encrypt under

the law.

8. Insurance. At all times during the term of this Agreement,

Ricoh shall comply with the following insurance requirements:

8.1 Ricoh shall maintain workers’ compensation insurance for all

such party’s employees, including coverage under the applicable

law of the jurisdiction where the work will be performed. Ricoh

shall also require that all of its subcontractors maintain similar

workers’ compensation coverage. For the purpose of this Section,

self-insurance approved by the appropriate state agency or

regulatory body is deemed to satisfy these requirements.

8.2 Ricoh shall maintain employer’s liability insurance (in the

United States typically Coverage B of a workers’ compensation

policy) with limits of a minimum of: (i) $1,000,000 for each

accident for bodily injury by accident; (ii) $1,000,000 for bodily

injury by disease; and (iii) $1,000,000 for each employee for bodily

injury by disease. Ricoh shall also require that all of its

subcontractors maintain similar employer’s liability coverage.

8.3 Ricoh shall maintain general liability insurance and include the

other party as an additional insured. Limits shall be a minimum of:

(i) $1,000,000 per occurrence for bodily injury or property damage;

(ii) $1,000,000 per occurrence for products or completed operations;

and (iii) $2,000,000 annual aggregate for products or completed

operations’ claims. Coverage shall include those perils generally

associated with a commercial general liability policy and

specifically include contractual liability coverage. Coverage shall

contain no exclusions for cross liability between insureds. Ricoh

shall also require that all of its subcontractors maintain similar

general liability insurance.

U.S. Communities Master Agreement– Page 3

Rev. 03/01/2013

8.4 Ricoh shall maintain automobile liability insurance that includes

the other party as an additional insured. Limits shall be a minimum

of: (i) $1,000,000 per accident combined single limit or (ii)

$1,000,000 per occurrence for bodily injury and $500,000 per

occurrence for property damage. Coverage shall include liability

assumed under the Agreement.

8.5 Ricoh shall maintain professional liability insurance to the

extent applicable to any contracted professional services for any

negligent acts, errors or omissions in the performance of such

professional services. Policy limits shall be a minimum of

$1,000,000 per occurrence.

8.6 Customer shall maintain insurance, through self-insurance or

otherwise, that is necessary for Customer to perform its obligations

hereunder and shall be appropriate under applicable law, including

commercial general liability and workers’ compensation policies.

8.7 With regard to the above, Ricoh’s insurance shall: (i) be

underwritten by a licensed insurer reasonably acceptable to the other

party; (ii) be primary for Ricoh’s exposure relative to any insurance

purchased or maintained by the other party; (iii) be evidenced by a

certificate of insurance containing a signature by a duly authorized

representative of the insurer providing such insurance cannot be

canceled, non-renewed or materially altered without thirty (30) days

written notice by certified mail to the other party. With regard to

the general liability insurance and automobile liability insurance,

Ricoh’s insurance shall be endorsed so the insurer will waive

subrogation rights against the other party.

9. Indemnification.

9.1 Ricoh shall indemnify, keep and save harmless the Customer, its

agents, officials, employees and volunteers against claims of bodily

injuries, death, damage to property, theft, patent claims, suits,

liabilities, judgments, cost and expenses which may otherwise

accrue against the Customer in consequence of the performance of

this Agreement or which may otherwise result therefrom, to the

extent the act was caused through the negligent acts or omissions or

willful misconduct of Ricoh or its employees, or that of any Ricoh

subcontractor or its employees, if any; and Ricoh shall, at its own

expense, appear, defend and pay all charges of attorneys and all

costs and other expenses arising therefrom or incurred in connection

therewith; and if any judgment shall be rendered against the

Customer in any such action, Ricoh shall, at its own expense, satisfy

and discharge the same. Ricoh expressly understands and agrees that

any performance bond or insurance protection required by this

Agreement, or otherwise provided by Ricoh, shall in no way limit

the responsibility to indemnify, keep and save harmless and defend

the Customer as herein provided.

9.2 Customer shall be responsible for its acts or omissions and the

acts or omissions of its agents, officials, employees and volunteers.

9.3 Notwithstanding any other provision of this Agreement, nothing

in this Agreement shall be construed to give Ricoh any control over

decisions relating to choosing the content of information copied or

otherwise handled hereunder. Customer represents that it violates

no intellectual property rights or confidentiality agreements of third-

parties by having Ricoh perform Services under this Agreement.

9.4 Without intending to create any limitation relating to the

survival of any other provisions of this Agreement, Ricoh and

Customer agree that the terms of this paragraph shall survive the

expiration or earlier termination of this Agreement. Each party shall

promptly notify the other in the event of the threat or initiation of

any claim, demand, action or proceeding to which the

indemnification obligations set forth in this Section may apply.

10. Limitations. EXCEPT AS OTHERWISE EXPRESSLY SET

FORTH HEREIN OR IN AN ORDER FORM, RICOH MAKES

NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,

WITH RESPECT TO ANY SERVICES, EQUIPMENT OR

GOODS PROVIDED UNDER THIS AGREEMENT,

INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE. NO WARRANTIES ARE CREATED

BY ANY COURSE OF DEALING BETWEEN THE PARTIES,

COURSE OF PERFORMANCE, TRADE USAGE OR INDUSTRY

CUSTOM. RICOH ASSUMES NO OBLIGATION TO PROVIDE

OR INSTALL ANY ANTI-VIRUS OR SIMILAR SOFTWARE,

AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY

DOES NOT INCLUDE ANY SUCH SERVICES. Ricoh shall be

excused from any delay or failure in performance of the Services

under this Agreement for any period if such delay or failure is

caused by any event of force majeure or other similar factors

beyond its reasonable control. THE AMOUNT OF ANY

LIABILITY OF RICOH TO CUSTOMER OR ANY THIRD

PARTY, FOR ONE OR MORE CLAIMS ARISING FROM OR

RELATING TO THIS AGREEMENT, SHALL NOT EXCEED, IN

THE AGGREGATE, THE AMOUNT PAID TO RICOH FOR THE

PERFORMANCE OF SERVICES UNDER THIS AGREEMENT

DURING THE TWELVE-MONTH PERIOD PRECEDING THE

DATE ON WHICH THE CLAIM AROSE. IN NO EVENT

SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY

FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR

INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Professional Services. In the event that Customer desires to

order professional services (including but not limited to, document

output analysis, back-file conversion services, hosting, coding, data

discovery, imaging services, or forensic collection services), or

engage Ricoh for certain project-based work (“Professional

Services”), it must do so by entering into an Order Form accepted

and approved by Ricoh for such purpose. Each Order Form will be

governed by this Agreement and the Contract and the following

terms:

11.1 Changes to the scope of the Professional Services described in

any such Order Form shall be made only in a written change order

signed by both parties. Ricoh shall have no obligation to commence

work in connection with any change until the fee and/or schedule

impact of the change and all other applicable terms are agreed upon

by both parties in writing. Ricoh shall provide any such

Professional Services at the Customer location set forth in the Order

Form, as applicable, or on a remote basis as mutually agreed upon.

In consideration of the services set forth in the Order Form,

Customer shall pay Ricoh the fees in the amounts and at the rates set

forth therein per the Contract prices. Ricoh may suspend or

terminate such services for non-payment of Services should

Customer be in violation of payment provisions of this Agreement.

11.2 Customer acknowledges that Ricoh’s performance of any such

Professional Services is dependent upon Customer’s timely and

effective performance of its responsibilities as set forth in the Order

Form. Estimated delivery and/or service schedules contained in any

Order Form are non-binding estimates.

11.3 Intellectual property rights arising from the Professional

Services (but not the data, materials or content provided by

Customer) shall remain the property of Ricoh, and nothing

contained in any Order Form shall be construed to transfer, convey,

restrict, impair or deprive Ricoh of any of its ownership or

proprietary interest or rights in technology, information or products

that existed prior to the provision of deliverables under the Order

Form or that may be independently developed by Ricoh outside the

scope of the Order Form and without use of any confidential or

otherwise restricted material or information thereunder. Customer

shall not use any Professional Services provided pursuant to an

U.S. Communities Master Agreement– Page 4

Rev. 03/01/2013

Order Form for any unlawful purpose. Neither party shall acquire

any right, title or interest in or to the other party's intellectual

property (“IP”) rights including their copyrights, patents, trade

secrets, trademarks, service marks, trade names or product names.

Subject to payment of all relevant fees and charges, Ricoh hereby

grants Customer a worldwide, perpetual, nonexclusive, non-

transferable, royalty-free (other than payments identified in the

applicable Order Form or other transaction documents) license for

its internal business purposes only to use, execute, display, perform

and distribute (within Customer’s organization only) anything

developed by Ricoh for Customer in connection with the

Professional Services (“Contract Property”), unless otherwise

agreed upon in the Statement of Work. Ricoh shall retain all

ownership rights to the Contract Property. For purposes of clarity

any Order Form and the foregoing license relates to the Professional

Services only, and software programs shall not be deemed to be

deliverables or “Services” or “Professional Services.” All licensing

for Ricoh or third-party software shall be as provided in subsection

11.4 below.

11.4 All Ricoh and/or third-party software provided by Ricoh as

part of or in connection with the Professional Services is licensed,

not sold, and is subject to both the server, seat, quantity or other

usage restrictions set forth the relevant transaction documentation,

and to the terms of the respective End User License Agreements.

Upon Customer’s request, Ricoh shall provide the applicable End

User License Agreements to Customer. If such software is

manufactured by a party other than Ricoh, then Customer

acknowledges that Ricoh is not the manufacturer or copyright owner

of such third party software and that Ricoh makes no representations

and provides no warranties with respect thereto. Ricoh shall make

available to Customer any warranties made to Ricoh by the

manufacturer of the software and/or products utilized by Ricoh in

connection with the Professional Services hereunder, to the extent

transferable and without recourse.

12. Export Laws. Notwithstanding any other provision of this

Agreement, Customer shall at all times remain solely responsible for

complying with all applicable laws or regulations relating to export

and re-export control (collectively, “Export Laws”) and for

obtaining any applicable authorization or license under the Export

Laws. Customer acknowledges and agrees that Ricoh may from

time to time, in its sole discretion, engage third-party

subcontractors, both foreign and domestic, to perform any portion of

the Services on Ricoh’s behalf. Customer represents and warrants

to Ricoh that it, its employees and agents shall not provide Ricoh

with any document, technology, software or item for which any

authorization or license is required under any Export Law.

13. Personnel. If an Order Form provides for the provision by

Ricoh of on-site personnel (“Personnel”) to perform the Services,

such Personnel shall at all times be the employees of Ricoh, and

Ricoh shall be solely responsible for the supervision, daily direction

and control of such Personnel. Ricoh shall have the right to remove,

reassign, or take any other employment-related action with respect

to any of its Personnel furnished pursuant to this Agreement. In the

event of such removal or reassignment, Ricoh will furnish a

replacement. In addition, Ricoh shall be responsible for payment of

all compensation, benefits and employer taxes relating to such

Personnel (including workers’ compensation and disability). Ricoh

reserves the right to hire temporary employees or subcontractors, if

the circumstances require, in order to perform the Services or to

accommodate special requests from Customer. The parties do not

hereby intend to enter into a partnership or joint venture, to become

agents of one another or to have their respective personnel become

agents of the other, and the relationship between Ricoh and

Customer shall at all times be that of independent contractors,

whether under the HITECH Act or otherwise. Should Customer

determine that any Personnel are not performing in accordance with

the requirements of this Agreement, Customer shall provide Ricoh

with written notice of such failure. Within five (5) business days of

Ricoh’s receipt of such notice, and in accordance with Ricoh policy

and procedure, Ricoh shall remedy the deficiency with the

Personnel in question. Notwithstanding, if Customer believes that

an action of Personnel warrants immediate action by Ricoh,

Customer shall contact Ricoh and provide Ricoh in writing with the

reason for requesting such immediate action. Customer may not

request that Ricoh take action because of race, religion, gender, age,

disability, or any other legally-prohibited basis under federal, state

or local law.

14. Purchases of Equipment for Cash. In the event that Customer

desires to purchase equipment or products from Ricoh from time to

time, it may do so by issuing a Purchase Order/Sales Order to Ricoh

for that purpose. In connection with any equipment purchase from

Ricoh, Ricoh shall transfer to Customer any equipment warranties

made by the equipment manufacturer, to the extent transferable and

without recourse. Customer agrees to confirm delivery and

acceptance of all equipment purchased under this Agreement within

ten (10) business days after any equipment is delivered and installed

(if installation has been agreed to by the parties) by signing a

delivery and acceptance certificate (in a form to be provided by

Ricoh) or written delivery acknowledgement. Ricoh reserves the

right to make equipment deliveries in installments. All claims for

damaged equipment shall be deemed waived unless made in writing,

delivered to Ricoh within ten (10) business days after delivery of

equipment to Customer; provided, however, Ricoh shall not be

responsible for damage to equipment caused by the Customer, its

employees, agents or contractors. Ricoh warrants to Customer that

at the time of delivery and for a period of ninety (90) days thereafter

the Ricoh-manufactured equipment will be free from any defects in

material and workmanship; provided, however, the foregoing

warranty shall not apply in the event (i) the Ricoh-manufactured

equipment is installed, wired, modified, altered, moved or serviced

by anyone other than Ricoh, (ii) the Ricoh-manufactured equipment

is installed, stored and utilized and/or maintained in a manner not

consistent with Ricoh specifications, (iii) a defective or improper

non-Ricoh accessory or supply or part is attached to or used in the

Ricoh-manufactured equipment. Except to the extent of any

applicable and validated exemption, Customer agrees to pay any

applicable taxes that are levied on or payable as a result of the use,

sale, possession or ownership of the equipment purchased

hereunder, other than income taxes of Ricoh.

15. Assignment. Neither party shall assign or in any way dispose

of all or any part of its rights or obligations under this Agreement

without the prior written consent of the other, which shall not be

unreasonably withheld.

16. Governing Law. This Agreement and any Services procured

hereunder shall be governed by the laws of the State where the

Customer’s principal place of business or residence is located both

as to interpretation and performance, without regard to its choice of

law requirements. This Agreement may be executed in two or more

counterparts, each of which shall be deemed to be an original.

17. Non-Appropriation of Funds. If the Customer is a State or

political subdivision of a State, as those terms are defined in Section

103 of the Internal Revenue Code, the following additional terms

and conditions in this Section 17 shall apply. Customer’s obligation

to pay compensation due to us under this Agreement and any Order

Form is subject to appropriations by Customer’s governing board to

satisfy payment of such obligations. Customer’s obligations to make

payments during subsequent fiscal years are dependent upon the

same action. If such an appropriation is not made for any fiscal year,

the Order Form to this Agreement shall terminate effective at the

end of the fiscal year for which funds were appropriated and

Customer will not be obligated to make any payments under such

U.S. Communities Master Agreement– Page 5

Rev. 03/01/2013

Order Form to this Agreement beyond the amount appropriated for

payment obligations under the Order Form to this Agreement.

Customer will provide Ricoh with written notice of non-

appropriation of funds within thirty (30) calendar days after action is

completed by Customer’s governing board. However, Customer’s

failure to provide such notice shall not extend the Order Form to this

Agreement into a fiscal year in which sufficient funds have not been

appropriated, provided that (x) Customer shall pay any and all

payments due up through the end of the last day of the fiscal year

for which appropriations were made and (y) Customer shall pay for

Services set forth under any such Order Form for each month or part

thereof that Customer utilizes the Services.

18. Miscellaneous. The parties agree that the terms and

conditions contained in this Agreement, the Contract and any

document to procure Services make up the entire agreement

between them regarding the Services and supersede all prior written

or oral communications, understandings or agreements between the

parties relating to the subject matter contained herein, including

without limitation, purchase orders. All equipment purchased or

leased by Customer pursuant to a separate agreement will be

separate and independent obligations of Customer governed solely

by the terms set forth in such separate agreement. Except as

otherwise expressly set forth herein, any change in any of the terms

and conditions of this Agreement or any document to procure

Services hereunder must be in writing and signed by both parties.

The parties hereby acknowledge that this Agreement or any Order

Form may be executed by electronic means through the affixation of

a digital signature, or through other such similar electronic means,

and any such electronic signature by either party constitutes a

signature, acceptance, and agreement as if such had been actually

signed in writing by the applicable party. The delay or failure of

either party to enforce at any time any of the provisions of this

Agreement shall in no way be construed to be a waiver of such

provision or affect the right of such party thereafter to enforce each

and every provision of this Agreement. If any provision of this

Agreement is held to be invalid or unenforceable, this Agreement

shall be construed as though it did not contain the particular

provision held to be invalid or unenforceable. All notices shall be

given in writing and sent by certified mail, return receipt requested,

or recognized overnight delivery service, postage prepaid, addressed

to the party receiving the notice at the address shown on the front of

this Agreement. Either party may change its address by giving

written notice of such change to the other party. Notices shall be

effective on the date received. If more than one affiliate or

subsidiary of Customer has signed this Agreement, each such

Customer agrees that its liability is joint and several. If Customer

has signed this Agreement on behalf of any of its subsidiaries or

affiliates, or for the benefit of any third party, Customer shall

remain liable for the obligations hereunder.

IN WITNESS WHEREOF, the parties have executed this Master Agreement as of the effective date specified above.

CUSTOMER

RICOH AMERICAS CORPORATION

By:

Name:

Title:

Date:

U.S. COMMUNITIES

SERVICE ORDER #__

(MANAGED DOCUMENT SERVICES AND/OR ON-SITE LABOR)

This Service Order is made pursuant to the U.S. Communities Master Agreement (“Agreement”) by and between Ricoh

Americas Corporation (“Ricoh”) and _______________ (“Customer”) dated as of _______ __, 20__. This Service Order shall

be effective as of the ____ day of _______ 20__ (“Service Order Effective Date”) and have a (_____) month term (“Initial

Term”) for performance unless earlier terminated as expressly provided herein. Thereafter, this Service Order shall be renewed

on a month-to-month basis (each a “Renewal Term”), at the rates specified herein, unless terminated by either party upon thirty

(30) days prior written notice before the end of the Initial Term or Renewal Term, as applicable.

This Service Order is executed pursuant to the contract by and between Ricoh Americas Corporation and Fairfax County (the

“County”) on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non-profits and higher

education entities (“Participating Public Agencies”), having a Contract ID number of [INSERT] and the contract period is from

[INSERT] to June 30, 2016, with the option to renew for no more than six (6) years (the “Contract Period”), one year at a time, or

any combination thereof (the “Contract”). Notwithstanding the foregoing, any Order Form entered into during the Contract

Period shall continue in full force and effect for the entire term set forth in the Order Form. All terms and conditions of the

Agreement and Contract are incorporated into this Service Order and made a part hereof. All capitalized words used but not

defined in this Service Order will have the meanings given to them in the Agreement. This Service Order shall consist of the

terms and conditions of the Contract, the Agreement and this Service Order issued pursuant thereto. As it pertains to this Service

Order, the order of precedence of the component parts of the Service Order shall be as follows: (a) the terms and conditions of

this Service Order, (b) the terms and conditions of the Agreement, and (b) the terms and conditions of the Contract. The

foregoing order of precedence shall govern the interpretation of this Service Order in cases of conflict or inconsistency therein. It

is the intent of the parties that this Service Order be separately enforceable as a complete and independent agreement,

independent of all other Service Orders made as part of the Agreement. This Service Order consists of this page, together with

the following selected Exhibits and Schedules, which shall apply only to the engagement contemplated by this Service Order.

EXHIBITS

Exhibit A – Fees, Locations, Services and Personnel

Exhibit B – Scope of Work and Service Levels

Exhibit C – Equipment Definitions and Terms

SCHEDULES

Schedule 1 – Ricoh-Provided Equipment

Schedule 2 – Customer-Provided Equipment

Schedule 3 – Third Party Equipment

Schedule 4 – Monitored Equipment

IN WITNESS WHEREOF, the parties have executed this Service Order as of the date first written above.

CUSTOMER

RICOH AMERICAS CORPORATION

By:

Name:

Title:

Date:

EXHIBIT A TO SERVICE ORDER

MASTER AGREEMENT - FEES, LOCATIONS, SERVICES AND PERSONNEL

FEES

As of the Service Order Effective Date:

Minimum Service Fee: Customer shall pay the [monthly/quarterly] minimum service fee (“Minimum Service Fee”) for the

Services set forth below and subject to the terms of the Scope of Work attached hereto as Exhibit B. The Minimum Service Fee

will be increased by the mutually agreed amount set forth in the Agreement or any Additional Service Addenda in a form to be

agreed upon by the parties.

 Minimum Service Fee shall be $___________ per [month/quarter]

[If Impressions are included:]

As part of the Minimum Service Fee listed above, Ricoh will provide Customer with the base black and white and base color

images as set forth below. Customer will be charged for black and white and color images [monthly/quarterly] over the base

images indicated in the table below.

Option A:

Option B:

Option C:

Ricoh shall invoice Customer for the Minimum Service Fee and any other base recurring charges that may be agreed to by Ricoh

and Customer in the form of an amendment to this Service Order. Additional charges incurred by Customer during the billing

period in excess of the Minimum Service Fee (i.e., image charges and overtime charges as set forth herein) will be billed in

arrears.

Separate from the Minimum Service Fee listed above, Customer will be charged:

Base Images

Overage Rate

Copy Center &

Convenience

Black & White

Color

Copy Center

Black & White

Color

Convenience

Black & White

Color

Printers

Black & White

Color

Base Images

Overage Rate

Ricoh-Provided

Equipment

Black & White

Color

Customer-Provided

Equipment

Black & White

Color

Third-Party Equipment

Black & White

Color

Base Images

Overage Rate

Black & White

Color

 Overtime: When Customer workload requires the Services to be provided beyond Normal Operating Hours (defined

below), Ricoh will provide overtime Services and will invoice Customer for such overtime. Overtime will be charged

at [$25.00] per hour per Personnel for week nights and [$30.00] per hour per Personnel for weekends and holidays,

with a four (4) hour per Personnel minimum overtime shift when the overtime is not directly adjacent to Normal

Operating Hours. [Ricoh shall require prior Customer approval for all overtime Services.]

 Equipment Moves: Charges to move equipment [for distances greater than ________ (__) miles] - $ ______

 Freight, Delivery, and Mailing Costs: If Customer contracts for Ricoh to perform mail and courier services, Customer

shall pay all postage/mailing expenses (meter rentals), any reasonable fuel surcharges assessed from time to time,

courier and/or carrier fees directly as deemed necessary to provide the Services. Ricoh shall not bear or be responsible

for any costs related to Customer's freight, delivery and/or mail costs and, to the extent Ricoh pays such costs,

Customer shall reimburse Ricoh.

Transition Billing:

Option A (Long form):

During the [first [three (3)] months of the term of this Service Order] or [time period beginning on __________ __, 20__ and

ending on __________ __, 20__] (the “Transition Period”), Customer will pay a monthly service fee of $__________ per month

(“Transition Fee”) for the Services, which is based on the Customer’s historical monthly image volume of _____________ black

and white images and ______________ color images. During the Transition Period, Ricoh will perform an initial equipment

inventory of all Customer equipment to determine what equipment is covered by this Service Order and will update the TRAC

Asset Management Database to reflect any additional equipment (“Additional Equipment”) located during such inventory. Any

Additional Equipment will be Covered Equipment (as defined in Exhibit C hereto) under this Service Order, except as expressly

set forth in writing by Customer. If Ricoh determines that any Additional Equipment effects the Minimum Service Fee and/or

the Cost Per Image rates set forth above, Ricoh will provide Customer, in the form of an Amendment to this Service Order, with

the revised Minimum Service Fee and/or the Cost Per Image rates necessary to provide Services on the Additional Equipment

and Customer shall have thirty (30) days to agree to such revised Minimum Service Fee and/or Cost Per Image rates. In the event

Customer does not agree to such revised Minimum Service Fee and/or Cost Per Image rates, Ricoh shall have no obligation to

provide any Services on the Additional Equipment and Ricoh will charge Customer, on a time and materials basis at Ricoh’s then

current rates, for any Services previously provided on the Additional Equipment during the Transition Period. Ricoh will obtain

initial meter reads for all Covered Equipment during the Transition Period and Customer agrees to provide access to Ricoh on a

timely basis for such purpose. If Customer’s actual average monthly image volume during the first [three (3)] months after the

Transition Period is greater than or less than [ten percent (10%)] of the historical monthly image volumes set forth above, Ricoh

will invoice or credit, as applicable, the difference between the actual average monthly image volume and the historical monthly

image volume on Customer’s next invoice.

Option B (Implementation Billing)

During the [first [three (3)] months of the term of this Service Order] or [time period beginning on __________ __, 20__ and

ending on __________ __, 20__] (the “Transition Period”), Customer will pay a monthly service fee (“Transition Fee”) for the

Services, as set forth in the Implementation Plan attached hereto as Schedule 5. As set forth in the Implementation Plan, the

Transition Fee will be increased as the Services are implemented and any Ricoh Provided Equipment is installed at the

Customer’s location(s). During the Transition Period, Ricoh will perform an initial equipment inventory of all Customer

equipment to determine what equipment is covered by this Service Order and will update the TRAC Asset Management Database

to reflect any additional equipment (“Additional Equipment”) located during such inventory. Any Additional Equipment will be

Covered Equipment (as defined in Exhibit C hereto) under this Service Order, except as expressly set forth in writing by

Customer. If Ricoh determines that any Additional Equipment effects the Minimum Service Fee and/or Cost Per Image rates set

forth above, Ricoh will provide Customer with the revised Minimum Service Fee and/or Cost Per Image rates necessary to

provide Services on the Additional Equipment and Customer shall have thirty (30) days to agree to such revised Minimum

Service Fee and/or Cost Per Image rates. In the event Customer does not agree to such revised Minimum Service Fee and/or

Cost Per Image rates, Ricoh shall have no obligation to provide any Services on the Additional Equipment and Ricoh will charge

Customer, on a time and materials basis at Ricoh’s then current rates, for any Services previously provided on the Additional

Equipment during the Transition Period. Ricoh will obtain initial meter reads for all Covered Equipment during the Transition

Period and Customer agrees to provide access to Ricoh on a timely basis for such purpose.

Termination of Services: To the fullest extent permitted by applicable law, in the event (i) Customer terminates this Service

Order for its convenience pursuant to Section 5 of the Agreement or (ii) Ricoh terminates this Service Order pursuant to a

Customer default under Section 6 of the Agreement, the parties agree that Customer will pay the “Service Termination Fee” to

Ricoh. The Service Termination Fee shall be equal to: (a) Ricoh’s unamortized costs in implementing the Services including, but

not limited to, costs relating to vehicles, computers, mail/copy equipment, printers, scanners, etc., (b) amounts paid with respect

to any software and/or services fees that Ricoh has paid in advance and which are non-reimbursable, and (c) amounts paid to

Personnel as severance as a result of any termination of Services. With respect to the Service Termination Fee, Ricoh will submit

an invoice to Customer with supporting detail to Customer representing the foregoing costs, which Customer shall pay to Ricoh

within thirty (30) business days of receipt of invoice. The parties acknowledge and agree that such payment will be due and

payable to Ricoh in respect of unamortized costs incurred by Ricoh associated with the implementation of the Services, as more

fully described in the Service Order. If Customer terminates this Service Order pursuant to a Ricoh default under Section 6 of the

Agreement, Customer shall not be obligated to pay the Service Termination Fee.

LOCATIONS

Ricoh will perform the Services at the following Customer location(s):

_____________________

Customer and Ricoh may agree to add Customer locations over the term of this Service Order, and any such additional locations

will be documented by an “Additional Service Locations Addendum” to this Service Order signed by both parties.

SERVICES

Ricoh will provide the following Services to Customer pursuant to this Service Order:

Managed Document Services

[Onsite] or [Remote] Fleet Management Services

[Onsite] or [Remote] Transformation Services

Consumables Management Services

Multi-vendor Management

TRAC Solution

Intelligent Device Monitoring

@Remote Enterprise Pro

Equipment Repair and Maintenance; Supplies; Software Support

Equipment Repair and Maintenance Services

Supplies

Software Support

Onsite Services

Copy Services Hours of Operation: ______________

Facsimile Services Hours of Operation: ______________

Mail Services Hours of Operation: ______________

Courier Services Hours of Operation: ______________

Receptionist Services Hours of Operation: ______________

Imaging Services Hours of Operation: ______________

Records Management Services Hours of Operation: ______________

[Other Services] Hours of Operation: ______________

[If Ricoh is including the costs of Services to be provided under a Statement of Work in the Minimum Service

Fee, then include the following:]

Professional Services

Ricoh will provide the following Services to Customer pursuant to a Ricoh Statement of Work:

Project Management

Change Management Consulting

Document Workflow Consulting

Professional Services Engineering Block of Hours

____________________

All other Services shall be agreed upon from time-to-time by Customer and Ricoh in writing.

PERSONNEL

Ricoh, in its sole discretion, shall provide such Personnel as Ricoh determines necessary to perform the Services [and to meet the

Service Levels set forth in Exhibit B].

Ricoh will provide the following Personnel to perform the Services specified above:

___ (_) Full-time (Onsite)

___ (_) Full-time (Offsite)

___ (_) Part-time (Onsite)

___ (_) Part-time (Offsite)

Either during any Ricoh Personnel’s assignment to Customer or within one (1) year after the completion of such an assignment,

should Customer directly or indirectly solicit, hire or otherwise employ any Personnel in any manner whatsoever to perform

services similar to those Services provided to Customer hereunder or have any Personnel provide such services through a third

party, then Customer shall pay Ricoh, as a one-time placement fee as compensation for the screening, hiring and training costs

incurred by Ricoh with respect to the replacement of each such Personnel, a sum equal to one (1) years’ salary for each such

Personnel Customer hires, engages or otherwise employs (but in no event more than $20,000 for each such Personnel). The

foregoing shall not apply provided that the Customer: (a) posts the employment advertisement to the general public; and (b) the

employee or independent contractor of the other party independently finds and responds to such employment advertisement,

which in turn is the basis for the hiring.

Hours of Operation and Holidays: Ricoh will provide the Services during “Normal Operating Hours.” The Normal Operating

Hours, unless otherwise specified herein, will be 8:00 a.m. to 5:00 p.m., local time, Monday through Friday except holidays

recognized by Customer (which shall not be less than the seven (7) annual holidays specified below). Customer Nationally

Recognized Holidays: [(i) New Year’s Day; (ii) Memorial Day; (iii) Independence Day; (iv) Labor Day; (v) Thanksgiving; (vi)

day after Thanksgiving; and (vii) Christmas Day.]

Additional Staffing: Additional staffing may be requested when scheduled forty-eight (48) hours in advance. Such additional

staffing is provided on an as-available basis for weekday shifts. There is a four- (4-) hour minimum required for this service.

Rates for such additional staffing will be as set forth in the Contract. Longer-term full-time and part-time staffing may be added

via an amendment to this Service Order. Additional rates for longer-term additional staffing will be agreed upon in advance of

commencement of such service by way of an amendment to this Service Order and such pricing shall be in accordance with the

Contract. [Full-time headcount is considered forty (40) hours per week for an assignment in excess of a month; part-time

headcount is considered twenty (20) hours per week for assignments in excess of a month.]

Onsite Services: If any Personnel are to be located onsite at Customer’s location(s) in order to perform the Services (“Onsite

Services”), Customer will provide adequate space for operation of all of the Onsite Services selected hereunder and will provide

for the preparation of the designated space in its facility for the provision of the Services by Ricoh, including any electrical work

required for installation or operation of all equipment required under this Service Order to perform such Onsite Services. Unless

otherwise agreed herein, for Ricoh to perform the Onsite Services, Customer shall provide: (i) the office supplies (such as paper

clips, staples, staplers, tape, etc.); and (ii) the office equipment (such as desks, shelves, telephones, file cabinets, table and chairs)

that Customer and Ricoh mutually agree are necessary.

EXHIBIT B TO SERVICE ORDER

MASTER AGREEMENT - SCOPE OF WORK AND SERVICE LEVELS

The following terms shall apply to any Services provided by Ricoh:

Customer will maintain the designated space at the locations for the Services free from any unsafe conditions and will make

available to the Personnel and subcontractors any safety equipment or materials provided by Customer to Customer’s own

employees and subcontractors. Customer shall provide adequate security for equipment (including Ricoh-Provided Equipment),

supplies, and other items of value utilized by Ricoh in the performance of the Services at Customer locations. Customer shall

bear all losses resulting from the theft or loss of such equipment (including Ricoh-Provided Equipment), supplies and/or items of

value, except those negligently or willfully caused by Ricoh or Ricoh’s employees.

Ricoh’s inability to fulfill its obligations under this Agreement or Service Order because of any failure of Customer to meet its

obligations under this Service Order shall not constitute a breach of this Service Order or other default by Ricoh.

I. MANAGED DOCUMENT SERVICES (“MDS”)

A. Fleet Management Services. As part of its Services set forth below, Ricoh will manage the Covered Equipment [and

Monitored Equipment] at Customer locations to help Customer maximize the Covered Equipment’s [and Monitored

Equipment’s] performance, uptime, utilization, and user satisfaction while helping Customer reduce costs.

1. Equipment Installation Management. For any Ricoh-Provided Equipment (as defined in Exhibit C attached hereto)

that is to be installed at Customer locations during the term of this Service Order, Ricoh will work with Customer to

mutually develop an Implementation Plan, which may be set forth in a Statement of Work and attached hereto. The

Implementation Plan will set forth the objectives, metrics, requirements and expected timeline of the Ricoh-Provided

Equipment Delivery, Installation and Configuration Services, along with the implementation and commencement of any

other Services under this Service Order. Ricoh will provide a Single Point of Contact (“SPOC”) to meet with Customer on a

regular basis (as mutually determined by Ricoh and Customer) to report of the progress of the Implementation Plan along

with any necessary changes or support requirements.

2. Equipment Asset Management Services. Ricoh will perform an initial equipment inventory of all Customer

equipment to determine what equipment is covered by this Service Order and will update the Schedules to this Service

Order to reflect any Additional Equipment located during such inventory. Any equipment located during such inventory

will be Covered Equipment under this Service Order, except as expressly set forth in writing by Customer. After the initial

equipment inventory, Ricoh will continue to maintain and update the TRAC Asset Management Database to include the

asset tag and agreed upon equipment information (including model, serial number and equipment location) for all Covered

Equipment [and Monitored Equipment]. Ricoh will obtain meter reads for all Covered Equipment [and Monitored

Equipment]; provided that Customer agrees to provide access to Ricoh on a timely basis. If Customer does not provide such

access on a timely basis for any given item of Covered Equipment [or Monitored Equipment], Ricoh reserves the right to

estimate the meter readings from previous meter readings for such Covered Equipment [or Monitored Equipment].

Appropriate adjustments will be made to subsequent billing cycles following Ricoh’s receipt of actual and accurate meter

readings. As part of its Services, Customer acknowledges and agrees that Ricoh may place automatic meter reading units on

the Covered Equipment [and Monitored Equipment] in order to facilitate the timely and efficient collection of accurate

meter read data on a regular basis. Ricoh agrees that such units will be used by Ricoh solely for such limited purpose.

3. Install, Move, Add, Change and Dispose (“IMAC-D”) Services. Ricoh will record Covered Equipment [and

Monitored Equipment] IMAC-D data for any such actions with respect to the Covered Equipment [and Monitored

Equipment] taken by Ricoh as part of the Services. For any IMAC-D actions with respect to the Covered Equipment [or

Monitored Equipment] taken by Customer or any third-party vendor, Customer will provide such data to Ricoh as is

reasonably requested by Ricoh, and Ricoh will record such data to the extent such data is provided to Ricoh by Customer or

such third-party vendor, as applicable. Ricoh will provide access to such IMAC-D data to Customer in periodic reports and

upon Customer’s request. Except as otherwise agreed in writing, the removal and disposal of any Customer-Provided

Equipment or Third-Party Equipment will be at Customer’s sole expense and Ricoh shall have no obligation to remove or

dispose of any such Equipment.

4. Service Level Management. Ricoh will monitor and record any service calls on the Covered Equipment [and

Monitored Equipment], along with the Covered Equipment’s [and Monitored Equipment’s] uptime and service call response

times, to help ensure that Ricoh and any third-party vendors are performing the Services in a manner that is designed to meet

or exceed the agreed upon Service Levels as set forth in this Service Order or in any service contract with such third-party

vendors. Ricoh will make Service Level compliance data available to Customer in periodic reports and upon Customer’s

request.

5. Management Information Reporting. On a regularly scheduled basis, as mutually determined by Ricoh and

Customer, Ricoh will provide reports to Customer. Ricoh and Customer will mutually determine what information is to be

included in the reports, the format of the reports, and who will require access to such reports.

6. Equipment Training Services. Ricoh will provide basic operator training on the Ricoh-Provided Equipment and the

Ricoh MDS tools and processes provided under this Service Order as mutually determined by Ricoh and Customer. Such

training will be delivered through various methods, which may include in-person training, webinar training and recorded

video or screencast sessions.

B. Transformation Services. If Ricoh is engaged to provide Transformation Services, then a Ricoh [Service Delivery

Manager] will work with Customer in good faith to develop a “Continuous Improvement Action Plan” which shall be intended to

work towards a reduction in Customer’s total cost of ownership of Covered Equipment, improved productivity of the Covered

Equipment and/or increased efficiency in Customer’s document based business processes. The Continuous Improvement Action

Plan may include print policy guidance and monitoring, device rationalization, change management monitoring and execution,

and business process optimization recommendations. The Continuous Improvement Action Plan will be reviewed on a

[monthly/quarterly] basis and provided as part of Ricoh’s regular reports to Customer. Both parties acknowledge and agree that

the realization of any cost savings is subject to numerous conditions and assumptions that may be beyond the reasonable control

of the parties as well as Customer’s willingness to implement such proposed cost savings opportunities. Accordingly, neither

party makes any representations or warranties relating to the amount, nature or timing of any savings or objectives that may be

achieved.

C. Consumables Management Services. Ricoh will monitor the inventory of supplies for the Covered Equipment and will

order such supplies, from either Ricoh or the applicable Customer third-party vendor, for delivery on a “just in time basis” at all

Customer locations. Customer shall provide the necessary business terms and ordering information for any applicable Customer

third-party vendors to allow Ricoh to order such supplies. It is Customer’s obligation to comply with any Customer third-party

vendor contractor or supply contracts. Ricoh shall not assume any liability or obligations under any third-party vendor service or

supply contracts.

D. Multi-Vendor Management. As part of the Services, Ricoh will manage the third-party vendor relationship with any

vendors of Third Party Equipment (as defined in Exhibit C attached hereto) as further described in a Statement of Work attached

hereto. Customer shall provide the necessary contract and contact information for any applicable third-party vendors to allow

Ricoh to manage such relationships. Ricoh shall not assume any liability or obligations under any third-party vendor contracts,

including those for service or supplies.

E. TRAC Solution

The TRAC (Trend, Reporting, Analysis and Communication) Solution is a web-based application and

repository hosted by a third party application service provider (ASP) that is designed to enable centralized monitoring, tracking

and management of the Covered Equipment and Services provided under this Service Order. During the term of this Service

Order and provided Customer is not in default, Customer shall be entitled to receive access to the Basic Services as described

under this Service Order and, at its election, may elect to subscribe for Enhanced Services at additional costs. To access and use

the TRAC Solution, Customer shall be entitled to receive a confidential password, for which Customer shall assume

responsibility to secure. Customer acknowledges that the information or data contained in any report or other document

generated through the TRAC Solution that utilizes or incorporates Customer provided information is dependent upon the

accuracy and completeness of such information. Ricoh shall not be responsible for any such inaccuracies, error or omissions

resulting therefrom. Customer further acknowledges that the TRAC Solution is a proprietary solution to Ricoh and/or its third

party ASP and that use and access shall be limited to internal business purposes only. Ricoh acknowledges that Customer shall

be entitled to retain any proprietary rights it may have in the information provided to the TRAC Solution and the content of any

reports generated therefrom, provided, however, that Ricoh may access the data contained in TRAC Solution and/or the reports

generated from the TRAC Solution so that Ricoh can provide the Services required hereunder. If Customer terminates the

Services provided by Personnel under this Service Order, Customer’s access to any TRAC Services shall also be terminated.

Customer must comply with the TRAC Solution subscription agreement, which subscription agreement Ricoh will provide upon

Customer request.

G. @Remote Enterprise Pro. @Remote Enterprise Pro is a locally installed server-based software for monitoring and

managing networked Ricoh manufactured equipment. @Remote Enterprise Pro may allow Ricoh to remotely collect meter reads,

install print drivers, and receive real-time Ricoh manufactured equipment status including paper, toner, configuration and early

warnings such as “Low Toner” or “Almost out of Paper” and to automatically direct those alerts to Personnel, depending on what

options are selected by Ricoh and Customer. @Remote Enterprise Pro cannot and does not collect Customer document content

or user information. Customer must comply with the @Remote Enterprise Pro license agreement that ships with the product

which Ricoh will provide upon Customer request.

F. Intelligent Device Monitoring. Intelligent Device Monitoring (IDM) is Ricoh's technology-enabled process for the

management of remote, networked print devices, including: device administration and reporting; supply and service management;

meter collection; and, control utilization.

II. EQUIPMENT REPAIR AND MAINTENANCE, SUPPLIES AND SOFTWARE SUPPORT

A. Equipment Repair and Maintenance Services.

1. Description of Services. If Ricoh is engaged to provide Equipment Repair and Maintenance Services, Ricoh will,

during Normal Operating Hours, repair or replace in accordance with the terms and conditions of this Service Order any part

of the Covered Equipment which does not perform according to manufacturer specifications (“Equipment Repair and

Maintenance Services”). Ricoh will perform Preventative Maintenance (“PM”) in accordance with the manufacturer’s

suggested schedule. Ricoh will make commercially reasonable efforts to perform all PM visits during Normal Operating

Hours and in a manner not to interrupt the normal operations for Customer. Replacement parts will be furnished on an

exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order to restore the

functionality of the Covered Equipment, Ricoh shall be permitted to use a reconditioned or used part until such time as the

new OEM part becomes available and is installed in the Covered Equipment. All parts removed due to replacement will

become the property of Ricoh, except hard drives on Customer-Provided Equipment (as defined in Exhibit C attached

hereto) and Third-Party Equipment. Ricoh labor for service calls outside of Normal Operating Hours will be charged at the

overtime rate set forth in the Contract. Ricoh will not be obligated to provide any reconditioning or similar major overhauls

on Customer-Provided Equipment or Third-Party Equipment.

2. Equipment Eligibility. All Customer-Provided Equipment and Third-Party Equipment is subject to inspection and

evaluation by Ricoh to determine whether such Equipment is eligible for Equipment Repair and Maintenance Services under

this Service Order. Any Service necessary to bring such Customer-Provided Equipment or Third-Party Equipment into

compliance with the manufacturer’s specifications shall be at Customer’s expense and in addition to the Minimum Service

Fee. If Customer elects not to perform any such necessary Service, and/or Ricoh determines that any such Customer-

Provided Equipment or Third-Party Equipment effects the Minimum Service Fee set forth above, Ricoh will provide

Customer with the revised Minimum Service Fee necessary to provide Services on such Customer-Provided Equipment or

Third-Party Equipment and Customer shall have thirty (30) days to agree to such revised Minimum Service Fee. In the

event Customer does not agree to such revised Minimum Service Fee, Ricoh shall have no obligation to provide any

Services on such Customer-Provided Equipment or Third-Party Equipment and Ricoh will charge Customer, on a time and

materials basis at Ricoh’s then current rates, for any Services previously provided on such Customer-Provided Equipment or

Third-Party Equipment.

3. Space Requirements. Customer will provide adequate electrical service, telephone service, custodial service, air

ventilation, heating and cooling systems for any Covered Equipment and will provide the access needed for equipment

maintenance, repair, installation and removal. Customer will designate a key operator for the Covered Equipment who will

be primarily responsible for the use and care of the Covered Equipment on behalf of Customer, and will be the primary point

of contact for Personnel on Covered Equipment-related matters. Customer will make key operators available for instruction

in use and care of the Covered Equipment. Unless otherwise agreed upon by Ricoh herein, all supplies for use with the

Covered Equipment will be provided by Customer and will be available “on site” for servicing. Customer agrees that any

systems utilizing similar supplies must be covered under similar inclusive service programs.

4. Limitations. The Equipment Repair and Maintenance Services provided by Ricoh under this Service Order will not

include the following: (i) repairs or Software Support (defined below) resulting from misuse (including without limitation

failure to maintain a proper environment for the Covered Equipment or software); (ii) repairs made necessary by service or

relocation of the Covered Equipment performed by persons other than Ricoh representatives; (iii) parts no longer available

from the applicable manufacturer for the Third-Party Equipment or Customer-Provided Equipment; and (iv) electrical work

external to the Covered Equipment, including problems resulting from overloaded or improper circuits. Damage to Covered

Equipment or parts, except to the extent damaged by Ricoh, are not covered by this Service Order. In the event that any

Customer-Provided Equipment or Third-Party Equipment requires (__) or more service calls within _____ (__) consecutive

calendar days for the same hardware defect, then Customer shall be responsible for the replacement of such Customer-

Provided Equipment or Third-Party Equipment within thirty (30) days notice from Ricoh, if Ricoh is to continue to provide

Service on such Customer-Provided Equipment or Third-Party Equipment pursuant to this Service Order. If Customer

elects not to replace such Customer-Provided Equipment or Third-Party Equipment, and Ricoh determines that any such

Customer-Provided Equipment or Third-Party Equipment effects the Minimum Service Fee set forth above, Ricoh will

provide Customer with the revised Minimum Service Fee necessary to provide Services on such Customer-Provided

Equipment or Third-Party Equipment and Customer shall have thirty (30) days to agree to such revised Minimum Service

Fee. In the event Customer does not agree to such revised Minimum Service Fee, Ricoh shall have no obligation to provide

any Services on such Customer-Provided Equipment or Third-Party Equipment.

5. Service Levels. If Ricoh is engaged to provide Equipment Repair and Maintenance Services, Ricoh agrees to meet the

following Service Levels:

Quarterly Average Response Time

Ricoh will provide a one hour (1) phone response to service calls measured from receipt of the Customer’s call. Ricoh

service technicians will meet a four (4) hour response time for all Customer service calls located within a major

metropolitan area and eight (8) hour average response time for all Customer service calls located fifty (50) miles or

greater from a Ricoh service center. Response time is measured in aggregate for all Equipment covered by the Service

Order.

Uptime

Ricoh-Provided Equipment will operate in accordance with the applicable manufacturer’s specifications and will be

serviced in a manner designed to meet a minimum quarterly uptime average of ninety-five percent (95%), which shall

be calculated based upon an eight-hour day and exclude normal preventive maintenance time and downtime

attributable to Customer’s negligence.

In the case of an element of the Service Levels under this Section II (A) (5) of this Exhibit B to Service Order not being

achieved a resolution or remedy process is to be engaged. A resolution or remedy will be documented by a corrective action

plan tied to an agreed upon timeline to bring the services within targeted standards. The primary indicator of a problem unit

of Ricoh Equipment is consistent failure to achieve the minimum required 95% uptime. Should the uptime of a specific

piece of Ricoh Equipment fall below the ninety-five percent (95%) target, Ricoh will perform an in-depth evaluation and

repair the problem unit to remedy the situation. The unit will then be closely monitored by Ricoh and if, over the next forty-

five (45) day period the ninety-five percent (95%) target is not achieved and the Customer requests a replacement, Ricoh

will replace the Ricoh Equipment at no expense.

B. Parts and Supplies. Ricoh will provide certain supplies in connection with its Equipment Repair and Maintenance

Services in accordance with the following Service Coverage plans:

The corresponding Service Coverage plan applicable to each unit of Covered Equipment will be identified, as appropriate, on

Schedules 1-4. Any supplies provided by Ricoh in connection with its Equipment Repair and Maintenance Services for

Equipment covered under this Service Order will be provided in accordance with manufacturer’s specifications. If Ricoh

determines that Customer has used more than the manufacturer’s recommended specifications for supplies provided by Ricoh,

Customer will pay reasonable charges for those excess supplies and/or Ricoh may refuse additional supply shipments. Customer

agrees that any systems utilizing similar supplies must be covered under similar inclusive service programs.

C. Software Support. Ricoh will, during Normal Operating Hours, provide support for software supplied by Ricoh (“Software

Support”) in accordance with the terms and conditions of this Service Order. Software Support is advice by telephone, email or

via Ricoh’s or the software developer’s website following receipt of a request from Customer to diagnose faults in the software

and advice to rectify such faults (remotely or by attendance on site as determined by Ricoh). The limitations set forth above in

Section II (A) (4) of this Exhibit B to Service Order apply to this Software Support section.

III. ONSITE SERVICES

A. Copy Services. If Ricoh is engaged to provide onsite Copy Services hereunder, Ricoh will provide reprographic/copying

services with various finishing options, including binding, hole punching, stapling, lamination, and other special finishing

services mutually agreed upon, at the Customer location(s) identified and at the prices set forth herein. Copy jobs will be

completed in accordance with the following Service Levels:

Job Accuracy

Maintenance

Consumables

Additional Supplies

Parts

Labor

Toner, Ink

Preventative

Maintenance

Kits

Staples

Paper

Gold

YES

Silver

YES

Bronze

YES

Copy Center completes [ ] jobs per month with an average job size of [ ] impressions. Copy all jobs as stated in the

specifications agreed to by both Ricoh and Customer and specified by the job ticket with 95% of jobs completed with no

error. Measured by calculating the jobs delivered with no error as recorded on the Ricoh Onsite Copy Services Log divided

the total completed jobs for the period. The measurement is based on an average for a 90-day calendar period.

On Time Job Completion

Copy Center completes [ ] jobs per month with an average job size of [ ] impressions. Copy all jobs as stated in the

specifications agreed to by both Ricoh and Customer and specified by the job ticket with 95% of jobs completed on time as

measured by calculating the jobs completed on time as recorded on the Log divided by the total completed jobs for the

period. The measurement is based on an average for a 90-day calendar period.

B. Facsimile Services. If Ricoh is engaged to provide onsite Facsimile Services hereunder, Ricoh will send, receive and

distribute facsimiles on behalf of Customer.

C. Mail Services. If Ricoh is engaged to provide Mail Services, hereunder, Ricoh will manage Customer’s inbound and

outbound mail operations at the Customer locations identified (“Mail Centers”) and at the prices set forth herein. This includes

processing all mail pieces and parcels received at the Mail Centers, coordinating pickup and drop-off services with the United

States Postal Service, maintaining a tracking system for accountable, express, special and/or overnight mail and parcels, and

picking up outbound mail from Customer’s offices and departments, as mutually agreed upon by the parties. Mail Services will

be completed in accordance with the following Service Levels:

Mailroom Services

Mailroom delivers [ ] (tubs/trays) of items per day. Delivery of 98% of all Mail within same day measured by

calculating the delivered mail (______) divided by total mail (________) for the day. This does not include mail to be

researched (no name, unknown name, etc). The measurement is based on an average for a 90-day period.

D. Courier Services. If Ricoh is engaged to provide Courier Services hereunder, Ricoh will pick-up and deliver mail pieces

and parcels within the Customer location(s) identified and at the prices set forth herein. Routine courier routes and delivery

timeframes will be mutually determined by the parties. Ricoh Personnel will also be available upon Customer’s reasonable

request for pick-ups or deliveries. Courier services do not include, unless otherwise agreed upon in writing by the parties, courier

runs to and from any locations outside of the Customer location(s) identified in Exhibit A.

E. Receptionist Services. If Ricoh is engaged to provide Receptionist Services hereunder, Ricoh will provide Personnel to

answer telephone calls, operate Customer’s switchboard, and direct Customer visitors, as appropriate, at the Customer location(s)

identified and at the prices set forth herein.

F. Imaging Services. If Ricoh is engaged to provide Imaging Services, Ricoh will convert hard copy documents provided by

Customer into electronic images of such documents as further set forth in a Statement of Work attached hereto.

G. Records Management Services. If Ricoh is engaged to provide Record Management Services, Ricoh will maintain the

Customer’s files and records as further set forth in a Statement of Work attached hereto.

EXHIBIT C TO SERVICE ORDER

MASTER AGREEMENT – EQUIPMENT DEFINITIONS AND TERMS

A. Covered Equipment. “Covered Equipment” shall mean all Ricoh-Provided Equipment, Customer-Provided

Equipment and Third-Party Equipment, as set forth below.

1. Ricoh-Provided Equipment. “Ricoh-Provided Equipment” shall mean all equipment leased by Customer

(“Leased Equipment”) from Ricoh or a Ricoh leasing partner pursuant to a lease agreement, along with any

equipment provided by Ricoh (“Included Equipment”) as part of the Services and set forth on Schedule 1

attached hereto, or, in the event Ricoh is providing the TRAC Solution to Customer, as set forth in the TRAC

database as maintained by Ricoh. In the event of a conflict between Schedule 1 and any TRAC database

maintained by Ricoh hereunder, the TRAC database shall control. Unless otherwise provided in writing by

Customer at the time of order, any additional equipment leased by the Customer pursuant to a Master Lease

Agreement made pursuant to the Contract during the term of this Service Order shall be considered Leased

Equipment and added to this Service Order as Covered Equipment. All Included Equipment shall remain the

property of Ricoh or Ricoh’s assignee, and Customer shall have no right, title or interest in or to the Included

Equipment other than as expressly set forth herein. The Master Lease Agreement shall be separately

enforceable as a complete and independent agreement, separate and distinct from the Agreement and all

Service Orders to the Agreement. Ricoh may sell or assign all or a portion of its interests in the Included

Equipment without notice to Customer. Upon expiration of this Service Order or cancellation for any reason,

Customer shall permit Ricoh to remove from Customer’s location(s) the Ricoh-Provided Equipment and any

unused Ricoh-provided supplies.

2. Customer-Provided Equipment. “Customer-Provided Equipment” shall mean all equipment owned by

Customer and set forth on Schedule 2 attached hereto that will be covered by the Services or, in the event

Ricoh is providing the TRAC Solution to Customer, as set forth in the TRAC database as maintained by

Ricoh. In the event of a conflict between Schedule 2 and any TRAC database maintained by Ricoh

hereunder, the TRAC database shall control. All Customer-Provided Equipment shall remain the property of

Customer, and Ricoh shall have no right, title or interest in or to the Customer-Provided Equipment.

3. Third-Party Equipment. “Third-Party Equipment” shall mean any equipment which is leased or rented by

Customer from a third party pursuant to a lease or rental agreement (a “Third-Party Lease”) and set forth on

Schedule 3 attached hereto that will be covered by the Services or, in the event Ricoh is providing the TRAC

Solution to Customer, as set forth in the TRAC database as maintained by Ricoh. In the event of a conflict

between Schedule 3 and any TRAC database maintained by Ricoh hereunder, the TRAC database shall

control. Ricoh shall have no obligation, and does not assume any obligation, under the Third-Party Lease

between Customer and the third-party.

B. [Monitored Equipment. “Monitored Equipment” shall mean any equipment owned by Customer or leased or

rented by Customer from a third-party pursuant to a Third-Party Lease that is only covered by Fleet Management

Services. Any Monitored Equipment shall be set forth on Schedule 4 attached hereto or, in the event Ricoh is

providing the TRAC Solution to Customer, in the TRAC database as maintained by Ricoh. In the event of a

conflict between Schedule 4 and any TRAC database maintained by Ricoh hereunder, the TRAC database shall

control.]

SCHEDULE 1 TO SERVICE ORDER

MASTER AGREEMENT – RICOH-PROVIDED EQUIPMENT

Included Equipment:

MAKE

MODEL

START

METER

SERIAL

NUMBER

SERVICE

LEVEL

TONER CARTS

INCLUDED FOR

TERM

MAINT KITS

INCLUDED FOR

TERM

SCHEDULE 2 TO SERVICE ORDER

MASTER AGREEMENT – CUSTOMER-PROVIDED EQUIPMENT

Customer-Provided Equipment:

MAKE

MODEL

START

METER

SERIAL

NUMBER

SERVICE

LEVEL

TONER CARTS

INCLUDED FOR

TERM

MAINT KITS

INCLUDED FOR

TERM

SCHEDULE 3 TO SERVICE ORDER

MASTER AGREEMENT – THIRD-PARTY EQUIPMENT

Third-Party Equipment:

MAKE

MODEL

START

METER

SERIAL

NUMBER

SERVICE

LEVEL

TONER CARTS

INCLUDED FOR

TERM

MAINT KITS

INCLUDED FOR

TERM

SCHEDULE 4 TO SERVICE ORDER

MASTER AGREEMENT – MONITORED EQUIPMENT

Monitored Equipment:

MAKE

MODEL

START

METER

SERIAL

NUMBER

U.S. COMMUNITIES

EQUIPMENT SALE AND MAINTENANCE AGREEMENT

(EQUIPMENT SALES, BREAK-FIX SERVICES WITH NO ON-SITE LABOR)

This Equipment Sale and Maintenance Agreement (“Maintenance Agreement”) is made by and

between Ricoh Americas Corporation and

(“Customer”). This Maintenance Agreement is executed pursuant to the contract by and between

Ricoh Americas Corporation and Fairfax County (the “County”) on behalf of the U.S. Communities

Government Purchasing Alliance and all public agencies, non-profits and higher education entities

(“Participating Public Agencies”), having a Contract ID number of [INSERT] and the contract period is

from [INSERT] to June 30, 2016, with the option to renew for no more than six (6) years (the “Contract

Period”), one year at a time, or any combination thereof (the “Contract”). Notwithstanding the foregoing,

any Maintenance Agreement entered into during the Contract Period shall continue in full force and effect

for the entire term set forth in the Maintenance Agreement. To the extent that Customer purchases or

leases Equipment from Ricoh under the Contract and also desires for Ricoh to provide maintenance

services for such Equipment under the order (the “Order”), then the terms and conditions of this

Maintenance Agreement shall apply. This Maintenance Agreement shall consist of the terms and

conditions of the Contract and this Maintenance Agreement. As it pertains to this Maintenance

Agreement, the order of precedence of the component parts of the Maintenance Agreement shall be as

follows: (a) the terms and conditions of this Maintenance Agreement and (b) the terms and conditions of

the Contract. The foregoing order of precedence shall govern the interpretation of this Maintenance

Agreement in cases of conflict or inconsistency therein.

1. MAINTENANCE SERVICES COVERAGE. Ricoh shall provide to Customer maintenance

services under an Order, during Ricoh business hours, 8:00am to 5:00pm Monday through Friday

excluding holidays ((i) New Year’s Day; (ii) Memorial Day; (iii) 4th of July; (iv) Labor Day; (v)

Thanksgiving; (vi) Day after Thanksgiving; and (vii) Christmas Day) (“Normal Business Hours”), as

follows (collectively, the “Maintenance Services”):

(a) During the term of the Order, Ricoh will provide the Maintenance Services necessary to keep the

covered Equipment in, or restore the covered Equipment to, good working order. Maintenance Services

will include lubrication, cleaning, adjustments and replacement of maintenance parts deemed necessary

by Ricoh due to normal usage (other than consumable parts). In the event the Equipment becomes

unserviceable as a result of normal usage, replacement parts will be furnished and installed on an

exchange basis and will be new OEM; provided, however, if such OEM part is not available and in order

to restore the functionality of the Equipment, Ricoh shall be permitted to use a reconditioned or used part

until such time as the new OEM part becomes available and is installed in the Equipment. All parts

removed due to replacement will become the property of Ricoh. The provision of Maintenance Services

does not assure uninterrupted operation of the covered Equipment.

(b) If available, Maintenance Services requested and performed outside Normal Business Hours will

be charged to Customer at applicable time and material rates set forth in the Contract.

from misuse (including without limitation to improper voltage or the use of supplies that do not conform

to Ricoh's specifications); (ii) Repairs made necessary by service performed by persons other than

authorized Ricoh representatives; (iii) Replacement of consumable parts which are consumed in normal

Equipment operation, unless specifically included in the Order; (iv) Removable cassette, copy cabinet,

exit trays, or any item not related to the mechanical or electrical operation of the Equipment: (v) Unless

otherwise agreed, consumable supplies such as toner, developer, paper, staples or supplies that are

consumed in the normal operation of the Equipment; (vi) Repairs and/or service calls resulting from

attachments or accessories not acquired from Ricoh; (vii) Any Software, system support or related

connectivity unless otherwise agreed in the Order; (viii) Electrical work external to the Equipment,

including problems resulting from overloaded or improper circuits; (ix) Charges for installation of the

Equipment or de-installation and/or movement of the Equipment from one location to another; or (x)

Repair of damage or increase in service time caused by: accident, disaster (which shall include but not be

limited to fire, flood, water, wind and lightning), transportation, neglect, power transients, abuse or

misuse, failure of the Customer to follow Ricoh's published operating instructions, and unauthorized

modifications or repair of Equipment by persons other than authorized representatives of Ricoh.

(d) In the absence of a separate maintenance agreement for any software, if Ricoh is engaged to

provide software support under an Order, during Normal Business Hours, Ricoh will provide advice by

telephone, email or via the Ricoh or developer’s website following receipt of a request from Customer to

diagnose faults in the software and advice to rectify such faults. Such support may be provided remotely.

(e) Damage to the Equipment or its parts arising out of, or other causes beyond, the control of Ricoh

are not covered by this Maintenance Agreement and may subject Customer to a surcharge or to

cancellation of the Maintenance Services by Ricoh. In addition, Ricoh may terminate this Maintenance

Agreement if the Equipment is modified, damaged, altered or serviced by personnel other than those

employed by Ricoh or are authorized by Ricoh to provide service and maintenance for the Equipment.

(f) Service necessitated as a result of inadequate key operator involvement, operator caused damage,

lack of recommended service, or use of inadequate or incompatible supplies may result in service being

rendered on a time-and-material basis in addition to the Maintenance Charges (as defined in Section 5).

2. MAINTENANCE SERVICE CALLS. Maintenance service calls under this Maintenance

Agreement will be made during Normal Business Hours at the installation address shown on the Order.

Travel and labor-time for the service calls after Normal Business Hours, on weekends and on holidays, if

and when available, will be charged at overtime rates in effect at the time the service call is made. Ricoh

representatives will not handle, disconnect or repair unauthorized attachments or components. Customer

is responsible for disconnecting and re-connecting unauthorized attachments or components. Customer

hereby indemnifies and holds Ricoh and its employees and representatives harmless for claims for

damages to any unauthorized parts, components or accessories resulting from service performed on

Equipment covered by this Maintenance Agreement.

3. RECONDITIONING. Rebuilding, reconditioning or major overhauls necessitated by usage not in

accordance with manufacturer’s published specifications, which shall be provided upon Customer’s

request, are not covered by this Maintenance Agreement. In addition, if Ricoh determines that a

reconditioning is necessary as a result of normal wear and tear of materials and age factors caused by

normal usage in order to keep the Equipment in working condition, Ricoh will submit to Customer an

estimate of the needed repairs and the cost for such repairs (which costs will be in addition to the charges

payable under this Maintenance Agreement). If the Customer does not authorize such reconditioning,

Ricoh may, at its option: (a) discontinue service of the Equipment under this Maintenance Agreement and

refund any unused portion of the Maintenance Charges, or (b) refuse to renew this Maintenance

Agreement upon its expiration. After any such termination, Ricoh will make service available on a “Time

and Material Rate” basis at Ricoh’s then prevailing rates at the time of service.

4. TERM. This Maintenance Agreement shall become effective on the delivery and Customer

acceptance of the Equipment and/or solution and shall continue for the term specified therein (the “Initial

Term”) so long as no ongoing default exists on Customer’s part. At the expiration of the Initial Term or

any renewal term, unless Customer provides written notice of its intention not to renew within thirty (30)

days of the expiration of the Initial Term or any renewal term, this Maintenance Agreement shall

automatically renew on a month-to-month basis. In addition to any other rights or remedies which either

party may have under this Maintenance Agreement or at law or equity, either party shall have the right to

cancel the Services provided under this Maintenance Agreement immediately: (i) if the other party fails to

pay any fees or charges or any other payments required under this Maintenance Agreement when due and

payable, and such failure continues for a period of thirty (30) days after being notified in writing of such

failure; or (ii) if the other party fails to perform or observe any other material covenant or condition of

this Maintenance Agreement, and such failure or breach shall continue un-remedied for a period of thirty

(30) days after such party is notified in writing of such failure or breach.

5. MAINTENANCE CHARGES.

(a) Maintenance service charges (“Maintenance Charges”) will be payable by the Customer in

accordance with the terms set forth in the Order. Except as expressly set forth in writing, Ricoh may

increase Maintenance Charges on an annual basis by an amount not to exceed the year-to-year increase in

the Consumer Price Index for All Urban Consumers, U.S. City Average, for All Items as published by the

Department of Labor.

(b) Customer acknowledges and agrees that: (i) the transfer of the Equipment from the location

indicated on the face hereof may result in an increase of Maintenance Charges or the termination of this

Maintenance Agreement; (ii) if this Maintenance Agreement includes toner, toner usage is based on

manufacturer supply consumption rates. Ricoh will determine and deliver supplies in accordance with

agreed upon usage. Consumption of covered supply products varying significantly from expected usage

may result in additional charges for supplies, or as otherwise agreed to by the parties. Maintenance

Charges are based on standard 8.5x11 images. Ricoh reserves the right to assess additional images

charges for non-standard images, including 11x17 images.

6. USE OF RICOH RECOMMENDED SUPPLIES. Ricoh products are designed to give excellent

performance with Ricoh recommended supplies, including paper, developer, toner, and fuser oil. If the

Customer uses other than Ricoh recommended supplies, and if such supplies are defective or not

acceptable for use with the Equipment and cause abnormally frequent service calls or service problems,

then Ricoh may, at its option, assess a surcharge or terminate this Maintenance Agreement. If so

terminated, Customer will be offered service on a time and materials basis at Ricoh’s then prevailing

rates. It is not a condition of this Maintenance Agreement that the Customer use only Ricoh brand

supplies.

7. METER READINGS. As part of its Services, Ricoh may, at its discretion and dependent upon

device capabilities, provide remote meter reading and equipment monitoring services using its @Remote

solution. If @Remote is not selected by the Customer, Customer shall be responsible and agrees to

provide Ricoh true and accurate meter readings monthly and in any reasonable manner requested by

Ricoh. If accurate meter readings are not provided, Ricoh reserves the right to estimate the meter readings

from previous meter readings.

8. CUSTOMER OBLIGATIONS. Customer agrees to provide a proper place for the use of the

Equipment, including electric service as specified by the manufacturer. Customer will provide adequate

facilities (at no charge) for use by Ricoh representatives in connection with the maintenance of the

Equipment hereunder within a reasonable distance of the Equipment. Customer agrees to provide “360

degree” service access to the Equipment, subject to Customer’s usual security procedures. Customer will

provide a key operator for the Equipment and will make operators available for instruction in use and care

of the Equipment. All supplies for use with the Equipment will be provided by the Customer and will

meet manufacturer specifications. It is the responsibility of the Customer to have the supplies available

“on site” for servicing. Customer agrees that any systems utilizing similar supplies must be covered under

similar inclusive maintenance programs.

9. WARRANTY DISCLAIMER. OTHER THAN THE OBLIGATIONS SET FORTH EXPRESSLY

IN THIS MAINTENANCE AGREEMENT, RICOH DISCLAIMS ALL WARRANTIES, EXPRESS OR

IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

USE, OR FITNESS FOR A PARTICULAR PURPOSE. RICOH SHALL NOT BE RESPONSIBLE FOR

ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT

LIMITED TO, DAMAGES ARISING OUT OF THE USE OR PERFORMANCE OF THE EQUIPMENT

OR THE LOSS OF USE OF THE EQUIPMENT. RICOH’S TOTAL AGGREGATE LIABILITY TO

CUSTOMER UNDER THE MAINTENANCE AGREEMENT, IF ANY, SHALL IN NO EVENT

EXCEED THE TOTAL OF THE FEES PAID TO RICOH IN CONNECTION WITH THE

MAINTENANCE SERVICES.

10. SERVICE LEVELS.

(a) Response Time. Ricoh will provide a one hour (1) phone response to service calls measured from

receipt of the Customer’s call. Ricoh service technicians will meet a four (4) business hour response time

for all Customer service calls located within a major metropolitan area and eight (8) hour average

response time for all Customer service calls located fifty (50) miles or greater from a Ricoh service

center. Response time is measured in aggregate for all Equipment covered by the Order.

(b) Uptime. Ricoh will service the Equipment provided under an Order to be operational with a

quarterly uptime average of 95% (based on manufacturer’s performance standards and an 8-hour day,

during Normal Business Hours), excluding preventative and interim maintenance time. Downtime will

begin at the time Customer places a service call to Ricoh. Customer agrees to make the Equipment

available to Ricoh for scheduled preventative and interim maintenance. Customer further agrees to give

Ricoh advance notice of any critical and specific uptime needs Customer may have so that Ricoh can

schedule with Customer interim and preventative maintenance in advance of such needs.

maintained in conformance with manufacturer’s specifications, Ricoh shall, at its own expense, replace

such Equipment with another unit of the same product designation as that Equipment and Ricoh shall bear

all installation, transportation, removal and rigging charges in connection with the installation of such

replacement unit; provided, however that (a) the replacement unit may be a reconditioned or otherwise

used unit rather than a new unit; and (b) if a replacement unit of the same product designation as the unit

of Equipment it replaces is not available, the replacement unit may be a product of substantially similar or

greater capabilities.

11. DATA MANAGEMENT SERVICES. The parties acknowledge and agree that Ricoh shall have

no obligation to remove, delete, preserve, maintain or otherwise safeguard any information, images or

content retained by or resident in any Equipment serviced and maintained by Ricoh, whether through a

digital storage device, hard drive or other electronic medium (“Data Management Services”). If desired,

Customer may engage Ricoh to perform Data Management Services at then-prevailing Contract rates.

Customer acknowledges that Customer is responsible for ensuring its own compliance with legal

requirements in connection with data retention and protection and that Ricoh does not provide legal advice or

represent that the Equipment and Services will guarantee compliance with such requirements. The selection,

use and design of any Data Management Services, and any decisions arising with respect to the deletion or

storage of data, as well as the loss of any data resulting therefrom, shall be the sole and exclusive

responsibility of Customer. If desired, Customer may engage Ricoh to perform the following Data

Management Services, and the parties shall enter into a written work order setting the details of any such

engagement:

 Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard

drive from the applicable equipment (set forth on a work order) and provide Customer with custody of

the hard drive before the equipment is removed from the Customer’s location, moved to another

department or any other disposition of the equipment. The cost for the Hard Drive Surrender Services

shall be as set forth in the Contract.

 DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of

the hard drive used for data processing to prevent recovery. Additionally, DOSS also offers the option

of overwriting the entire hard drive up to nine (9) times.

12. PURCHASES OF EQUIPMENT FOR CASH. In the event that Customer desires to purchase

equipment or products from Ricoh from time to time, it may do so by issuing a Purchase Order/Sales Order

to Ricoh for that purpose. In connection with any equipment purchase from Ricoh, Ricoh shall transfer to

Customer any equipment warranties made by the equipment manufacturer, to the extent transferable and

without recourse. Customer agrees to confirm delivery and acceptance of all equipment purchased under this

Agreement within ten (10) business days after any equipment is delivered and installed (if installation has

been agreed to by the parties) by signing a delivery and acceptance certificate (in a form to be provided by

Ricoh) or written delivery acknowledgement. Ricoh reserves the right to make equipment deliveries in

installments. All claims for damaged equipment shall be deemed waived unless made in writing, delivered

to Ricoh within ten (10) business days after delivery of equipment to Customer; provided, however, Ricoh

shall not be responsible for damage to equipment caused by the Customer, its employees, agents or

contractors. Ricoh warrants to Customer that at the time of delivery and for a period of ninety (90) days

thereafter the Ricoh-manufactured equipment will be free from any defects in material and workmanship;

provided, however, the foregoing warranty shall not apply in the event (i) the Ricoh-manufactured

equipment is installed, wired, modified, altered, moved or serviced by anyone other than Ricoh, (ii) the

Ricoh-manufactured equipment is installed, stored and utilized and/or maintained in a manner not consistent

with Ricoh specifications, (iii) a defective or improper non-Ricoh accessory or supply or part is attached to

or used in the Ricoh-manufactured equipment. Except to the extent of any applicable and validated

exemption, Customer agrees to pay any applicable taxes that are levied on or payable as a result of the use,

sale, possession or ownership of the equipment purchased hereunder, other than income taxes of Ricoh.

IN WITNESS WHEREOF, the parties have executed this Maintenance Agreement as of the date first

written above.

CUSTOMER

RICOH AMERICAS CORPORATION

By:

Name:

Title:

Date:

v3.0

[NOTE: TO BE COMPLETED ACCORDING

TO SPECIFIC OPPORTUNITY]

Created for

John Doe

1/1/2012

V3.0 Statement of Work | <XXX Implementation>

SOW Log Number: 5555

V3.0 Statement of Work | <XXX Implementation>

Table of Contents

Introduction .................................................................................................................................................. 4

Project Objective ........................................................................................................................................... 4

Project Scope ................................................................................................................................................ 4

Services included in the project scope ...................................................................................................... 4

Services Excluded from the Project Scope ................................................................................................ 4

Customer Location .................................................................................................................................... 4

Services Detail/Project Scope ....................................................................................................................... 5

1. Project Management ............................................................................................................................ 5

2. Discovery ............................................................................................................................................... 5

3. Design .................................................................................................................................................... 5

4. Planning ................................................................................................................................................. 6

5. Implementation .................................................................................................................................... 6

Training and Documentation ................................................................................................................ 6

User Acceptance Testing ....................................................................................................................... 6

Production Rollout ................................................................................................................................ 7

6. Support .................................................................................................................................................. 7

[Option 1 - IF SOFTWARE SUPPORT IS INCLUDED AND SUPPORTED BY Ricoh:] ....................................... 7

Support Services........................................................................................................................................ 7

Customer Roles and Responsibilities ............................................................................................................ 7

Customer Roles ......................................................................................................................................... 7

Customer General Responsibilities ........................................................................................................... 8

Customer Technical Responsibilities ......................................................................................................... 8

Other Customer Responsibilities .............................................................................................................. 8

Completion Criteria ....................................................................................................................................... 8

Acceptance Criteria ................................................................................................................................... 8

Change Control ............................................................................................................................................. 8

Project Assumptions ..................................................................................................................................... 8

Professional Services Fees [FOR FIXED FEE ENGAGEMENTS] ....................................................................... 8

Payment Schedule ..................................................................................................................................... 9

Budget Notes............................................................................................................................................. 9

Professional Services Fees [FOR TIME AND MATERIALS ENGAGEMENTS] ................................................... 9

Payment Schedule ..................................................................................................................................... 9

Budget Notes............................................................................................................................................. 9

Terms & Conditions: ................................................................................................................................... 10

V3.0 Statement of Work | <XXX Implementation>

Introduction

Ricoh Americas Corporation (“Ricoh”) has prepared the following Statement of Work (“SOW”) to detail

services for the XXX Implementation project (the “Project”) at ____________________ (“Customer”).

Ricoh has outlined the Project scope and costs for the Project. The service costs outlined in this

document are based on Ricoh’s experience and preliminary information received from Customer. The

information in this SOW supersedes all previous estimates or verbal discussions on the Project.

Project Objective

The main objective of this project is to ___________________________________. Systems and

procedures will be set up to allow the Customer to:

 (Enter Project Objectives here)

Project Scope

Services included in the project scope

Upon receipt of authorization to proceed, the following functions and deliverables will be fulfilled within

the scope of the project. See below under “Services Detail” for a complete description of these tasks.

1. (Enter functions and deliverables here)

2. (Enter functions and deliverables here)

Services Excluded from the Project Scope

This Project does not cover the following functions or deliverables.

 (Enter out-of-scope functions and deliverables here)

Customer Location

The following Customer location is included in the scope of this Project.

123 Main Street

Anywhere, USA 12345

V3.0 Statement of Work | <XXX Implementation>

Services Detail/Project Scope

The following are the services and tasks that Ricoh will provide in fulfillment of the defined deliverables

(the “Services”) of this project described in this SOW. Ricoh shall provide the Services at the Customer

location set forth herein or on a remote basis. Estimated delivery and/or service schedules contained in

this SOW are non-binding estimates. Customer acknowledges and agrees that all or a portion of the

Services may be provided by Ricoh's subsidiary, Ricoh USA, Inc.

1. Project Management

 (If Project management is included, insert description here)

Deliverables:

Checkpoints:

2. Discovery

(If applicable, insert description of what discovery may be required)

We will identify:

 (Insert description of what is to be identified)

Deliverable:

Checkpoint:

3. Design

(If applicable, insert description of design phase)

Topics for Design Phase:

 (Insert description of design items)

The Design documents will include the following:

V3.0 Statement of Work | <XXX Implementation>

Deliverables: (Add documentation commitments here)

Checkpoint:

4. Planning

(If applicable, insert description of planning stage)

Deliverables:

Checkpoint:

5. Implementation

(If applicable, insert description of implementation stage)

In this phase, Ricoh will install, configure, and test the solution as defined in the Design documents and

approved by Customer, as follows:

 (Describe implementation tasks)

Deliverables:

Checkpoint:

Training and Documentation

(If applicable, describe training and any documentation to be provided)

Deliverables:

Checkpoint:

User Acceptance Testing

(If applicable, describe UAT stage)

Testing should include:

 (Describe any testing)

Ricoh will assist UAT as follows:

V3.0 Statement of Work | <XXX Implementation>

 (Describe any UAT assistance)

Deliverable:

Checkpoint:

Production Rollout

(If applicable, describe rollout)

Deliverable:

Checkpoint:

6. Support

(If applicable, insert description of support)

Deliverable:

Checkpoint:

[Option 1 - IF SOFTWARE SUPPORT IS INCLUDED AND SUPPORTED BY Ricoh:]

Support Services

(Depending on the solution, describe any Ricoh software support obligations)

Software Maintenance Coverage

 (Describe what is included)

Not Covered by Annual Software Maintenance

 (Describe what is not included)

Customer Roles and Responsibilities

Customer Roles

(Describe Customer participation and specific individuals involved and roles)

Project Manager

End User Representative

V3.0 Statement of Work | <XXX Implementation>

System Administrator

Technical Support

Facility availability

Customer General Responsibilities

(Describe Customer participation necessary for project)

Customer Technical Responsibilities

If the <XXX Implementation> is to be successful, Customer must make the following technical

commitments:

 (Describe Customer technical commitments)

Other Customer Responsibilities

• ADD ANY ADDITIONAL ITEMS AS NECESSARY

Completion Criteria

(Describe Completion Criteria)

Acceptance Criteria

(Describe Acceptance Criteria)

Change Control

(Describe Change Control procedures)

Project Assumptions

(Describe Project Assumptions)

Professional Services Fees [FOR FIXED FEE ENGAGEMENTS]

This is a Fixed Fee engagement. In consideration of the Services, Customer shall pay Ricoh the fees in

the amounts and at the rates set forth as follows:

V3.0 Statement of Work | <XXX Implementation>

Payment Schedule

(Insert description)

Budget Notes

 (Insert description)

Professional Services Fees [FOR TIME AND MATERIALS ENGAGEMENTS]

(Insert description of time and materials billing)

Payment Schedule

Budget Notes

 (Insert description)

V3.0 Statement of Work | <XXX Implementation>

Terms & Conditions:

This SOW is executed pursuant to the contract by and between Ricoh Americas Corporation and Fairfax County (the “County”)

on behalf of the U.S. Communities Government Purchasing Alliance and all public agencies, non-profits and higher education

entities (“Participating Public Agencies”), having a Contract ID number of [INSERT] and the contract period is from [INSERT] to

June 30, 2016, with the option to renew for no more than six (6) years (the “Contract Period”), one year at a time, or any

combination thereof (the “Contract”). Notwithstanding the foregoing, any SOW entered into during the Contract Period shall

continue in full force and effect for the entire term set forth in the SOW. This SOW shall consist of the terms and conditions of

the Contract and this SOW. As it pertains to this SOW, the order of precedence of the component parts of the SOW shall be as

follows: (a) the terms and conditions of this SOW, and (b) the terms and conditions of the Contract. The foregoing order of

precedence shall govern the interpretation of this SOW in cases of conflict or inconsistency therein.

1. On-Site Security; Insurance. While on Customer’s premises, Ricoh will comply with Customer’s reasonable

workplace safety and physical security processes and procedures provided by Customer in writing prior to

performance of the Services. Each party certifies that it maintains reasonable amounts of general liability, auto and

personal property insurance, and workers’ compensation insurance in the amount required by law, and that such

insurance will remain in effect during the term of this SOW. Upon request, each party agrees to deliver the other

evidence of such insurance coverage.

2. Term; Termination. Upon signature by both parties, this SOW shall become effective on the Effective Date and shall

continue in effect for the shorter of the period necessary to complete the Services or one year, unless terminated

earlier as specified in this Section (the “Term”). Either party shall have the right to terminate this SOW for cause in

the event of a material breach by the other party, unless such breach is cured within thirty (30) days of receipt of

written notice of such breach. Either party may terminate this SOW immediately for cause upon the

commencement of any voluntary or involuntary bankruptcy or insolvency proceeding by or against either party.

Ricoh may cancel this SOW, for convenience without cause, upon sixty (60) days prior written notice to Customer.

In addition to its other legal remedies, Ricoh may suspend the performance of the Services, stop delivery of

products and/or terminate this SOW for any non-payment on Customer’s accounts that continues for more than ten

(10) days following the due date. In the event a SOW is terminated by Customer without cause or terminated by

Ricoh for cause, Customer agrees to pay Ricoh the Fees, materials and reimbursable expenses for all non-defective

Services that Ricoh provides through the date of termination. In the event a SOW is cancelled by Ricoh without

cause or terminated by Customer for cause, with respect to Services for which Customer has prepaid and which

Ricoh has not yet fully provided to Customer, Ricoh will provide Customer with a prorated refund. The obligations

of the parties under this SOW that by their nature would continue beyond expiration, termination or cancellation of

this SOW shall survive any such expiration, termination or cancellation.

3. Limited Warranty for Services; Limitation of Liability. Ricoh warrants that it will perform the Services (i) in a good

and workmanlike fashion, (ii) using reasonable care and skill, and (iii) according to the description contained in this

SOW. Customer must report any defects in the Services in writing within sixty (60) days of performance of such

Services in order to receive warranty remedies. Ricoh’s entire liability, and Customer’s exclusive remedy for any

breach of this limited warranty shall be Ricoh’s reasonable effort to perform corrective work or, if the Services still

cannot be completed after commercially reasonable efforts to do so, a refund to Customer of a prorated amount of

the Fees and charges attributable to the defective Services. Except as provided above, THE SERVICES, WORK AND

DELIVERABLES ARE PROVIDED "AS IS.” EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, RICOH DISCLAIMS

ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF UTILITY, MERCHANTABILITY OR FITNESS

FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING BY COURSE OF DEALING OR PERFORMANCE, OR USAGE

OF TRADE. FURTHERMORE, RICOH DOES NOT WARRANT THAT ALL DEFECTS WILL BE CORRECTED, OR THAT ANY

SERVICES, PRODUCTS OR PROGRAMS SUPPLIED, INSTALLED OR CONFIGURED BY US WILL OPERATE ON AN

V3.0 Statement of Work | <XXX Implementation>

UNINTERRUPTED OR ERROR FREE BASIS, OR SHALL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER

PRODUCT OR SYSTEM. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR

CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE SERVICES, THIS SOW OR THE

PERFORMANCE OR BREACH HEREOF, EVEN IF RICOH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. RICOH'S

LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE FEES PAID TO RICOH

HEREUNDER BY CUSTOMER. IN NO EVENT SHALL RICOH BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING

FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR

DELAY OF DELIVERY OF SERVICES UNDER THIS SOW. RICOH ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY

ANTI-VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE

ANY SUCH SERVICES.

4. IP Matters; Software Licenses; Export Compliance.

a. Ownership of IP Rights. Neither party shall acquire any right, title or interest in or to the other party's

intellectual property (“IP”) rights including their copyrights, patents, trade secrets, trademarks, service marks, trade

names or product names. Subject to payment of all relevant Fees and charges, RICOH hereby grants Customer a

worldwide, perpetual, nonexclusive, non-transferable, royalty-free (other than payments identified in this SOW or

other transaction documents) license for its internal business purposes only to use, execute, display, perform and

distribute (within Customer’s organization only) anything developed by RICOH for Customer in connection with the

Services (“Contract Property”), unless otherwise agreed upon in this SOW. RICOH shall retain all ownership rights to

the Contract Property. For purposes of clarity this SOW and the foregoing license relates to the professional

services only, and software programs shall not be deemed to be deliverables or “Services”. All licensing for RICOH

or third party software shall be as provided in subsection (b), below.

b. Software Licenses. All RICOH and/or third party software provided by RICOH as part of or in

connection with the Services is licensed, not sold, and is subject to both the server, seat, quantity or other usage

restrictions set forth the relevant transaction documentation, and to the terms of the respective End User License

Agreements, with which Customer agrees to comply. If such software is manufactured by a party other than RICOH,

then Customer acknowledges that RICOH is not the manufacturer or copyright owner of such third party software

and that RICOH makes no representations and provides no warranties with respect thereto. RICOH shall make

available to Customer any warranties made to RICOH by the manufacturer of the software and/or products utilized

by RICOH in connection with the Services hereunder, to the extent transferable and without recourse.

c. Export Compliance. Notwithstanding any other provision of this Agreement, Customer shall at all

times remain solely responsible for complying with all applicable Export Laws and for obtaining any applicable

authorization or license under the Export Laws which arise from Customer’s use of the Services and/or any software

or web-based solution provided or contemplated under this SOW. Customer acknowledges and agrees that RICOH

may from time to time, in its sole discretion, engage non-U.S. subcontractors to perform any portion of the Services

on RICOH’s behalf. Customer represents and warrants to RICOH that it, its employees and agents shall not provide

RICOH with or otherwise use in connection with the Services any document, technology, software or item for which

any authorization or license is required under any Export Law. Without intending to create any limitation relating to

the survival of any other provisions of this SOW, RICOH and Customer agree that the terms of this paragraph shall

survive the expiration or earlier termination of this SOW. Each party shall promptly notify the other in the event of

the threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth

in this Section may apply.

5. Confidentiality and Non-Solicitation.

a. Confidentiality. Except for purposes of this SOW, Ricoh shall not use or disclose any proprietary or

confidential Customer data derived from the Services hereunder; provided, however, that Ricoh may use general

statistics relating to the Service engagement so long as it does not disclose the identity of Customer or make any

V3.0 Statement of Work | <XXX Implementation>

reference to any information from which the identity of Customer may be reasonably ascertained. The parties

acknowledge and agree that Ricoh shall have no obligation to remove, delete, preserve, maintain or otherwise

safeguard any information, images or content retained by, in or on any item of equipment serviced by Ricoh,

whether through a digital storage device, hard drive or similar electronic medium (“Data Management Services”). If

desired, Customer may engage Ricoh to perform such Data Management Services at its then-current Contract rates.

If desired, Customer may engage Ricoh to perform the following Data Management Services, and the parties shall

enter into a written work order setting the details of any such engagement:

 Hard Drive Surrender Service. Under this option, a Ricoh service technician can remove the hard drive from

the applicable equipment (set forth on a work order) and provide Customer with custody of the hard drive

before the equipment is removed from the Customer’s location, moved to another department or any other

disposition of the equipment. The cost for the Hard Drive Surrender Services shall be as set forth in the

Contract.

 DataOverwriteSecurity System (DOSS). DOSS is a Ricoh product designed to overwrite the sector of the hard

drive used for data processing to prevent recovery. Additionally, DOSS also offers the option of overwriting the

entire hard drive up to nine (9) times.

Notwithstanding anything in this SOW to the contrary, in the event that Customer engages Ricoh to perform any

Data Management Services that relate to the security or accessibility of information stored in or recoverable from

any devices provided or serviced by Ricoh, including but not limited to any hard drive removal, cleansing or

formatting services of any kind, Customer expressly acknowledges and agrees that (i) it is aware of the security

alternatives available to it, (ii) it has assessed such alternatives and exercised its own independent judgment in

selecting the Data Management Services and determined that such Data Management Services are appropriate for

its needs and compliance, (iii) Ricoh does not provide legal advice with respect to information security or represent

or warrant that its Data Management Services or products are appropriate for Customer’s needs or that such Data

Management Services will guarantee or ensure compliance with any law, regulation, policy, obligation or

requirement that may apply to or affect Customer’s business, information retention strategies and standards, or

information security requirements. Additionally, Customer expressly acknowledges and agrees that, (a) Customer is

responsible for ensuring its own compliance with legal requirements pertaining to data retention and protection, (b)

it is the Customer’s sole responsibility to obtain advice of competent legal counsel as to the identification and

interpretation of any relevant laws and regulatory requirements that may affect the Customer’s business or data

retention, and any actions required to comply with such laws, and (c) the selection, use and design of any Data

Management Services, and any and all decisions arising with respect to the deletion or storage of any data, as well

as any loss, or presence, of data resulting therefrom, shall be the sole responsibility of Customer.

b. Non-Solicitation. Customer agrees that during the term of the Services and for a period of one (1)

year after termination thereof, it shall not directly or indirectly solicit, hire or otherwise retain as an employee or

independent contractor any employee of Ricoh that is or was involved with or part of the Services. The foregoing

shall not apply provided that the Customer: (a) posts the employment advertisement to the general public; and (b)

the employee or independent contractor of the other party independently finds and responds to such employment

advertisement, which in turn is the basis for the hiring.

6. General. This SOW and the Contract represents the entire agreement between the parties relating to the subject

matter hereof and supersedes all prior understandings, writings, proposals, representations or communications,

oral or written, of either party. Only a Change Order in writing executed by authorized representatives of both

parties may amend this SOW. Any purchase order, service order or other Customer ordering document will not

modify or affect this SOW. All equipment is purchased or leased by Customer pursuant to a separate agreement

and are separate and independent obligations of Customer governed solely by the terms set forth in such separate

agreement. This SOW may not be transferred or assigned by Customer without the prior written consent of Ricoh.

V3.0 Statement of Work | <XXX Implementation>

This SOW shall be interpreted in accordance with the substantive laws of the state where the Customer’s principal

place of business or residence is located, without regard to principles of conflicts of law. The relationship of the

parties is that of independent contractors. Ricoh shall not be responsible for and shall be excused from

performance, or have reasonable additional periods of time to perform its obligations, where it is delayed or

prevented from performing any of its obligations for reasons beyond Ricoh’s reasonable control, including, without

limitation, acts of God, natural disasters, labor disputes, strikes or unavailability of services, personnel or materials.

The parties hereby acknowledge that this SOW may be executed by electronic means through the affixation of a

digital signature, or through other such similar electronic means, and any such electronic signature by either party

constitutes a signature, acceptance, and agreement as if such had been actually signed in writing by the applicable

party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

V3.0 Statement of Work | <XXX Implementation>

This SOW shall be effective as of the date of execution by both Ricoh and Customer. Scheduling of

resources and Project duration estimates can only be provided after this SOW has been signed by both

parties. By signing below, the undersigned represent that they are duly authorized to enter into this

SOW on behalf of their respective entities.

RICOH AMERICAS CORPORATION

By:

Ricoh

Internal Review Signature

Name and Title

Date

By:

Ricoh

Authorized Signature

Name and Title

Date

CUSTOMER

Name (Print)

Location

Authorized Signature

Title

Date

V3.0 Statement of Work | <XXX Implementation>

Appendix (If applicable)

ADD SOFTWARE INFORMATION / SPECIFICATIONS / BROCHURES

ADD HARDWARE INFORMATION / SPECIFICATIONS / BROCHURES

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