Canon Information Sheet - 4.4.2025.docx

CANON USA INC

Wisconsin Contract No. 505ENT-M25-MFDCOPIER-02 NASPO Master Agreement (MA) No. 187646

CONTRACT DETAILS

B – Multi-Function Devices, A4 C – Production Equipment D – Single Function Printers E – Large/Wide Format Equipment F – Scanners G – Software H – Consumable Supplies

· Online NASPO ValuePoint Store: TBD

· NASPO Price List (located in the “Product Documents” accordion): https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/canon/

Samantha Owens Advisor, Contracts Admin sowens@cusa.canon.com 631-330-2754

Cc: isgbidadmin@cusa.canon.com

STAR Supplier ID: Ending in 107970

1 Canon Park Melville, NY 11747 Primary Contact:

Sarah Ryan busdev@cusa.canon.com 630-283-9090

Areas Covered: Statewide STAR Supplier ID: Ending in 1949

EO Johnson 8400 W. Stewart Ave Wausau, WI 54401 Primary Contact:

Kelly Fehlhaber kfehlhaber@eojohnson.com 715-842-9999

Areas Covered: Statewide STAR Supplier ID: Ending in 14206

Gordon Flesch Company Inc 2675 Research Park Dr Madison, WI 53711 Primary Contact:

John Meier jmeier@gflesch.com 608-271-2100

Areas Covered: Statewide STAR Supplier ID: Ending in 14016

Loffler Companies, Inc.

1101 E. 78th St. Suite 200 Bloomington, MN 55420 Primary Contact:

KayDee Ahmad reception@loffler.com 952-925-6800

Areas Covered: Statewide STAR Supplier ID: Ending in 30112

If you need further assistance regarding your experience under this contract, feel free to escalate to Samantha Owens (information above).

CONTRACT DOCUMENTS

Participating Addendum

NASPO Master Agreement

Service Level Agreement

Lease Agreement *Negotiated for Convenience

Maintenance Agreement

Digital Press Production and Large Format Equipment Master Services Agreement

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Canon WI PA 505ENT-M25-MFDCOPIER-02.pdf

NASPO ValuePoint

PARTICIPATING ADDENDUM

MULTI-FUNCTION DEVICES AND RELATED

SOFTWARE, SERVICES AND CLOUD SOLUTIONS

Led by the State of Colorado

Master Agreement #: 187646

Contractor: CANON U.S.A., INC.

Participating Entity: STATE OF WISCONSIN

Participating Addendum Number: 505ENT-M25-MFDCOPIER-02

The following Products and Services are included in this contract portfolio:

• Group A – MFD, A3

• Group B – MFD, A4

• Group C – Production Equipment

• Group D – Single-function Printers

• Group E – Large/Wide Format Equipment

• Group F – Scanners

• Group G – Software

• Group H – Consumable Supplies

• Sub-Group G1 – Software Related Services

• Sub-Group C1 – Standalone Production Devices

• Sub-Group C2 – Industrial Print Equipment

• Sub-Group D1 – Specialty Printers

• Accessories for Discontinued Base Units

• Maintenance Services for new, remanufactured, refurbished, and legacy devices

Master Agreement Terms and Conditions:

1. Term: This Participating Addendum is effective as of the date of the last signature below or August 1, 2024, whichever is later, and will terminate, renew, and extend upon termination, renewal, or extension of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

2. Scope: This addendum covers the Multi-Function Devices and Related Software, Software and Cloud Solutions portfolio led by the State of Colorado, for use by state agencies and other government entities located in the State of Wisconsin, the Participating State authorized by that State’s statutes to utilize State contracts with the prior approval of the State’s Chief Procurement Official.

This Participation Addendum includes the entire scope of Products and Services available through the Master Agreement except the following:

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(a) Group I – Managed Print Services

(b) Not Specifically Priced Open Market Items

(c) Stand-alone software purchases are limited to software listed in the Master

Agreement Price List(s) for equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-02.

(d) Software installation, integration and support Services shall be limited to the software listed on the Master Agreement Price List(s). Such Services shall only be provided on equipment that was purchased through this Participating Addendum or participating addendum no. 505ENT-M20-MFDCOPIER-02.

(e) Any Software installation and integration Services in excess of $50,000 must be approved in writing by the State of Wisconsin Department of Administration.

(f) The following vendors and/or software are prohibited from being provided to any Purchasing Entity:

• TikTok

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

If a Purchasing Entity wants a scope exclusion item to be reconsidered, they may contact the Participating Entity contract manager.

3. Participation: This NASPO ValuePoint Master Agreement may be used by all state agencies, institutions of higher education, political subdivisions and other entities (including cooperatives) authorized to use statewide contracts in the State of Wisconsin. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

4. Primary Contacts: The primary contact individuals for this Participating Addendum are as follows (or their named successors):

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Contractor Name: Samantha Owens

Address: 1 Canon Park, Melville, NY, 11747

Telephone: 631-330-2754

Email: sowens@cusa.canon.com

Participating Entity

Name: Hallee Kox

Address:

Wisconsin Department of Administration 101 E Wilson Street P.O. Box 7867 Madison, WI 53707

Telephone: 608-266-7554

Fax: 608-267-0600

Email: Hallee.Kox@wisconsin.gov

5. Participating Entity Modifications or Additions to The Master Agreement: Modifications or additions apply only to actions and relationships within the Participating Entity.

Participating Entity must check one of the boxes below.

[ ] No changes to the terms and conditions of the Master Agreement are required.

[X] The following changes are modifying or supplementing the Master Agreement terms and conditions.

5.1 Definitions: For purposes of this Participating Addendum, the following terms shall have the meanings defined below. Any other capitalized terms not otherwise defined in this Participating Addendum shall have the meaning given within the Master Agreement and Request for Proposal.

“Confidential Information” means all tangible and intangible information and materials being disclosed in connection with this Contract, in any form or medium without regard to whether the information is owned by the State or by a third party, which satisfies at least one of the following criteria: (i) Personally Identifiable Information; (ii) Proprietary Information; (iii) non-

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iv) information expressly designated as confidential in writing by the State. Confidential Information includes all information that is restricted or prohibited from disclosure by state or federal law.

“Contractor Personnel” means a Contractor’s employees or other personnel (including officers, agents Authorized Dealers and Subcontractors) provided by the Contractor to render Services under this Participating Addendum.

“Day” means calendar day unless otherwise specified in this Participating Addendum.

“Deliverables” means the desired Products or Services described in the Order to be provided under the terms of this Participating Addendum.

“Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if that element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law.

“Proprietary Information” means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply:

(a) The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

(b) The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Order, includes a reference to the proper Order number, and is submitted to the proper address for processing.

“State” for this Participating Addendum, means the State of Wisconsin.

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“State Observed Holidays” means New Year’s Day, Martin Luther King Jr. Birthday, Memorial Day, 4th of July, Labor Day, Thanksgiving Day, Christmas Eve, Christmas Day, and New Year’s Eve.

“Subcontractor(s)” means Contractor’s subcontractors used in delivering Products or rendering Services.

5.2 Governing Law; Venue: This Participating Addendum and any Orders placed hereunder shall be governed by Wisconsin Law. Venue for all legal proceedings arising out of the Participating Addendum, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Participating Addendum is contrary to Wisconsin law, such provision shall be null and void.

The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

5.3 Order of Precedence:

(a) This Participating Addendum, including all Exhibits;

(b) NASPO ValuePoint Master Agreement, including all Exhibits;

(c) An Order issued against the Master Agreement;

(d) The Solicitation, RFP-NP-23-001, Multi-Function Devices and Related Software, Services and Cloud Solutions;

(e) The Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and

(f) The Contractor’s Supplemental Documents, which are included as Attachments.

5.4 Additional Service Level Commitments: Purchasing Entities are subject to the Contractor’s standard service levels as outlined in the Master Agreement. Additional service level commitments are attached hereto and incorporated herein as Exhibit A- Service Level Agreement.

5.5 Usage Reports: The quarterly sales report template is attached hereto and incorporated herein as Exhibit B- Quarterly Sales Report. The manufacturer must submit electronic reports on a quarterly basis and one annual summary report on all sales, including service/maintenance, made against this Participating Addendum via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

(a) Reports must include the reporting listed in Exhibit B- Quarterly Sales Report of this Participating Addendum.

(b) The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

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(c) The quarterly reports will be filed using the schedule in Section f below. The annual report shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

(d) Such reports shall retain the same format throughout the life of the contract unless mutually agreed upon.

(e) The Contractor agrees to provide additional reports if requested by the State in a format and frequency as mutually agreed upon by both parties.

(f) Reporting Period Due Date January 1 to March 31 April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 October 1 to December 31 January 31

The annual summary report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

5.6 Service Level Agreement (SLA) Report: The Contractor must submit SLA metrics reports on a quarterly basis to the Participating Entity via email to doaitcontractusagereporting@wisconsin.gov (or as amended).

(a) The Contractor must submit, upon request of the Purchasing Entity, SLA metrics reports on a quarterly basis to the Purchasing Entity.

(b) SLA reports must include reporting on each SLA and credit listed in Exhibit A- Service Level Agreement. If no credit was required, such shall be indicated.

(c) Such reports shall retain the same format throughout the life of the Participating Addendum unless mutually agreed upon.

(d) The report file format shall be Microsoft Excel compatible format and shall easily be sorted for various data and inclusion into a pivot table.

(e) The quarterly reports will be filed using the schedule in Section f below. The annual SLA shall contain all data within the quarterly reports and include an annual sum total with any additional description notes.

(f) Reporting Period Due Date January 1 to March 31 April 30 April 1 to June 30 July 31 July 1 to September 30 October 31 October 1 to December 31 January 31

The annual SLA report is provided after four (4) quarters of data is collected from the start of the Participating Addendum.

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5.7 Hard Drive: If desired, Purchasing Entity may engage Contractor to perform hard drive services, and the PO shall detail the service.

(a) Hard Drive Replacement Service. Under this option, a Contractor service technician can remove and replace the hard drive from the applicable Product (set forth on a PO) and provide Purchasing Entity with custody of the old hard drive before the Product is removed from the Purchasing Entity’s location, moved to another department or any other disposition of the Product. The cost for the Hard Drive Replacement Service is $350 per device.

The Purchasing Entity and Contractor shall agree prior to hard drive handling what the Purchasing Entity needs are. Other hard drive removal and surrender Services and requirements are provided in the Master Agreement section F, Security Requirements, subsection 5, Hard Drive Removal and Surrender.

5.8 Trial or Demonstration of Device or Equipment: In addition to any requirements set forth in the Master Agreement, a written agreement between the Purchasing Entity and the Contractor shall occur prior to any trial or demonstration.

5.9 Contractor’s Representation: Contractor warrants that qualified personnel shall provide Contractor Services in a workmanlike manner. Contractor shall not enter into any agreement with a third party that it knows might abridge any rights of the State under this Participating Addendum. Contractor shall serve as the prime contractor under this Participating Addendum for the Contractor Services. Should Contractor engage any Subcontractor(s) to deliver Contractor Services pursuant to an Order under this Participating Addendum, the Contractor shall be legally responsible for the performance and payment of the Subcontractor(s). Subject to any applicable terms of use, Trade Rules and Practices applicable to the Cloud Hosting Services and any software provided under an Order, the State is not agreeing to and is not responsible for any terms and conditions with third parties.

Names of any third-party Subcontractors of Contractor may appear for purposes of convenience in this Participating Addendum and shall not limit Contractor’s obligations hereunder. Contractor shall retain responsibility for functional and technical expertise as needed in order to incorporate any work by third party Subcontractor(s) in the delivery of Contractor Services.

(a) Intellectual Property. Contractor represents to the best of its knowledge that it has the right to provide the Contractor Services and Deliverables without violating or infringing any law, rule, regulation, copyright, patent, trade secret or other proprietary right of any third party and that Contractor Services and Deliverables are not the subject of any actual or threatened actions arising from, or alleged under, any intellectual property rights of any third party.

(b) Inherent Services. Unless otherwise expressly provided in this Participating Addendum, Contractor shall furnish all of its own necessary management, Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 supervision, labor, facilities, furniture, computer and telecommunications equipment, software, supplies and materials necessary for the Contractor to provide and deliver the Contractor Services and Deliverables.

(c) Contractor represents, as of the date of this Participating Addendum, that it has the financial capacity to perform and to continue perform its obligations under this Participating Addendum; that Contractor has no constructive or actual knowledge of an actual or potential legal proceeding being brought against Contractor that will materially adversely affect performance of this Participating Addendum; and that entering into this Participating Addendum is not prohibited by any contract, or order by any court of competent jurisdiction.

5.10 Rendering of Services: The Contractor shall render Services will all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the requirements set forth in the Master Agreement, Participating Addendum and an Order. The Purchasing Entity and/or Participating State may inspect, observe and examine the performance of the Services rendered on the Purchasing Entity’s premises at reasonable times, without notice. If the Purchasing Entity notifies the Contractor that any part of the Services rendered are inadequate or in any way differ from the Participating Addendum requirements for any reason other than as a result of the Purchasing Entity’s default or negligence, the Contractor shall at its own expense re-schedule and perform the work correctly within such reasonable times as the Purchasing Entity specifies. This remedy shall in be in addition to any other remedies available to the Purchasing Entity and/or Participating State by law or in equity.

5.11 Contractor Personnel:

(a) Identification: If requested by the Purchasing Entity, the Contractor shall provide a list of the names and addresses of all Contractor’s Personnel who may at any time require admission to the Purchasing Entity’s premises in connection with the rendering of Services, specifying each such person’s connection to the Contractor, the role the person is to take in the performance of the Participating Addendum, and other particulars as the Purchasing Entity may require. The Purchasing Entity reserves the right to refuse to admit to the Purchasing Entity’s premises any person employed or contracted by the Contractor whose admission, in the sole opinion of the Purchasing Entity, would be undesirable.

(b) Identification of Contractor Personnel: The Contractor shall furnish each Contractor Personnel with a means of identifying themselves as agents, Subcontractors, or employees of the Contractor assigned to perform services under the Participating Addendum and furnish the Purchasing Entity with security credentials on these Contractor Personnel, if requested.

(c) Background or Criminal History Investigation: When the Purchasing Entity business needs require a background or criminal history investigation, and prior to the

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 commencement of any services under this Participating Addendum, the Purchasing Entity may request that Contractor provide a certification that a background or criminal history investigation of Contractor Personnel, and Subcontractor’s employees, who will be providing Services to the Purchasing Entity under the Participating Addendum has been performed on such personnel through either (a) Contractor’s standard pre-employment screening processes or (b) a screening requested by the Purchasing Entity. If any of the stated personnel providing services to the Purchasing Entity under this Participating Addendum is not acceptable to the Purchasing Entity in its sole opinion as a result of the background or criminal history results, the Purchasing Entity may request immediate replacement of the person. If a replacement is not possible the Participating Entity may terminate any related Order. Purchasing Entity may not request that Contractor take action because of race, religion, gender, age, disability, or any other legally-prohibited basis under federal, state or local law.

5.12 Repair or Service Refusal; Replacement Parts:

(a) Contractor will repair or replace in accordance with the terms and conditions of the Participating Addendum, Master Agreement and the manufacturer’s specifications any part of the Products being serviced under an Order (“Serviced Products”) that becomes unserviceable due to normal usage (other than consumable supplies).

(b) If the Purchasing Entity refuses repair or Serviced Products repair, a statement shall be placed in writing from the Purchasing Entity to Contractor as such. In an event where the Purchasing Entity does not permit Contractor to repair or replace the Serviced Products, such action shall excuse Contractor from any and all future performance hereunder.

(c) Replacement parts on leased or rental machines will be furnished on an exchange basis and will be new, reconditioned or used. Replacement parts for Purchasing Entity-owned equipment will be furnished as new equipment unless the Purchasing Entity accepts in writing replacement parts which are not new in exchange for an additional discount for such reconditioned or used parts, and to the extent such reconditioned or used parts will not adversely impact machine performance as determined by the operation of the machine in accordance with manufacturer’s specifications.

(d) Except for hard drives on Purchasing Entity-leased or rental equipment, all parts on leased or rental equipment removed due to replacement will become the property of the Contractor. Except for hard drives on Purchasing Entity-owned equipment, all parts on Purchasing Entity-owned equipment removed due to replacement may become the property of the Contractor if the Purchasing Entity does not want the equipment removed.

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5.13 Services not included under the Participating Addendum: The Services provided by Contractor under an Order will not include the following:

(a) Contractor is responsible for communicating to the Purchasing Entity prior to a transaction any equipment requirements. Repairs resulting from Purchasing Entity misuse (including without limitation intentional improper voltage or the use of supplies that do not conform to the manufacturer’s specifications) or the intentional failure to provide, adequate electrical power, air conditioning or humidity control;

(b) Repairs made necessary by service performed by persons other than Contractor representatives;

(c) Service calls or work which Purchasing Entity requests to be performed outside of Normal Business Hours (unless covered under an extended hour service contract) and service calls or work which Purchasing Entity requests to be performed on State Observed Holidays;

(d) Removable cassette, copy cabinet, exit trays, or any item not related to the mechanical or electrical operation of the Serviced Products;

(e) Consumable paper supplies, unless expressly provided for in an Order;

(f) Repairs and/or service calls resulting from accessories not purchased from

Contractor;

(g) Any software, system support or related connectivity unless specified in writing by

Contractor;

(h) Parts no longer available from the applicable manufacturer;

(i) Electrical work external to the Serviced Products, including problems resulting from overloaded or improper circuits;

(j) Installation or de-installation and/or movement of the Serviced Products from one location to another unless specified in writing by Contractor; and

(k) Repairs of damage or increase in service time caused by force majeure events.

Damage to Serviced Products or parts arising from causes beyond the control of Contractor are not covered by this Participating Addendum.

5.14 Service Termination: Contractor may terminate its Service obligations under any Order at no additional cost to the Purchasing Entity for Serviced Products that have been modified, damaged, altered or serviced by personnel other than those authorized to perform service under this Participating Addendum.

5.15 Service Calls: Service calls will be made during Normal Business Hours. Purchasing Entity and Contractor can agree upon any exceptions in writing in advance before Contractor order acceptance or anytime thereafter. Service does not include coverage on State Observed Holidays. Travel and labor-time for the service calls after Normal Business Hours, on weekends and on State Observed Holidays, if and when available and only in the event and to the extent that Contractor agrees to provide such non-standard coverage, will be charged at overtime rates per the Master Agreement in effect at the time the service call is

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 made. Purchasing Entity is responsible for disconnecting, repairing and re-connecting unauthorized attachments or components.

5.16 Basic Connectivity Services: If any software, system support or related connectivity services are specifically set forth on an Order and accepted by Contractor, Contractor shall provide any such services at the Purchasing Entity’s location set forth in the Order, as applicable, or on a remote basis. Purchasing Entity shall provide Contractor with such access to its facilities, networks and systems as may be reasonably necessary for Contractor to perform such Services. Purchasing Entity shall provide any special security requirements for the location prior to service. Purchasing Entity acknowledges that Contractor’s performance of any such services is dependent upon Purchasing Entity’s timely and effective performance of its responsibilities as set forth in the Order, as applicable.

Unless connectivity services are specifically identified in the Order as part of the services to be performed by Contractor, Contractor shall have no obligation to perform and no responsibility for the connection of any hardware or software to any Purchasing Entity network or system.

5.17 Purchasing Entity Obligations: Purchasing Entity agrees to provide a proper place for the use of the Serviced Products, including but not limited to, electric service, as specified by the manufacturer. Purchasing Entity will provide adequate facilities (at no charge) for use by Contractor representatives in connection with the service of the Serviced Products under an Order within a reasonable distance of the Serviced Products. Purchasing Entity agrees to provide appropriate access to its facilities, networks and systems as may be reasonably necessary for Contractor to perform its services. Prior to service, Contractor may request the Purchasing Entity to allow the Contractor access to the Serviced Products. Purchasing Entity will provide a key operator for the Serviced Products and will make identified key operators or their designees available for instruction in use and care of the Serviced Products. Unless otherwise agreed upon by Contractor in writing or designated in the applicable Order, all supplies for use with the Serviced Products will be provided by Purchasing Entity and will be available “on site” for servicing.

5.18 Delivery; Acceptance: In addition to section VIII and section IX of the Master Agreement, the acceptance testing period will be thirty (30) calendar days starting from the day after the Device is delivered or, if installed by the Contractor, the day after the Device is installed and Contractor certifies that the Device is ready for Acceptance Testing. Further, with regard to material defects discovered after Acceptance, the affected hardware Product will be subject to remedy in accordance with the applicable warranty purchased for that Product.

Orders may be cancelable by Purchasing Entity following acceptance by Contractor per the terms of the Participating Addendum. Contractor reserves the right to make Product

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 deliveries in installments. All such installments shall be invoiced and paid for when all delivery and installation are completed so that Purchasing Entity can accept equipment.

Delay in delivery of any installment may relieve Purchasing Entity of its obligation to accept remaining installments and may temporarily relieve the obligation to remit payments as invoiced by Contractor for any equipment that has yet to be delivered and shall be reviewed on a case-by-case basis. Contractor reserves the right at any time to revoke any credit extended to Purchasing Entity because of Purchasing Entity’s failure to pay for any Products when due per the terms of this Participating Addendum.

5.19 Returns; Damaged Products: No Products may be returned without Contractor’s prior written consent. Only consumable goods invoiced within sixty (60) days will be considered for return. Products returned without written authorization from Contractor may not be accepted by Contractor and is the sole responsibility of Purchasing Entity. All nonsaleable merchandise (that has been opened or partially used) will be deducted from any credit due to Purchasing Entity. All claims for damaged Products or delay in delivery shall be deemed waived unless made in writing and delivered to Contractor within ten (10) business days after receipt of Products.

5.20 Patent, Copyright, And Trade Secret Protection:

(a) Contractor and/or its third-party Subcontractors has or have created, acquired or otherwise has or have rights in, and may, in connection with the performance of Contractor Services for the State, employ, provide, create, acquire or otherwise obtain rights in various concepts, ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates and general purpose consulting and software tools, utilities and routines (collectively, the “Contractor Technology”). Contractor Technology is and remains the property of Contractor and its licensors. To the extent that any Contractor Technology is contained in any of the Deliverables including any derivative works, and upon payment by the State to Contractor for any such accepted Deliverable, the Contractor hereby grants the State a royalty-free, fully paid, worldwide, perpetual or for a term as specified in the applicable license or contract document, non-exclusive license to use, access and benefit from use of such Contractor Technology solely as part of and in connection with the State’s use of such accepted Deliverables for the State’s use.

(b) Contractor shall not acquire any right, title and interest in or to the copyrights for any goods provided by the State or any and all software, technical information, specifications, drawings, records, documentation, data or derivative works thereof, or other work products provided by the State to Contractor (the “State’s Information”).

The State hereby grants Contractor a royalty-free, fully paid, worldwide license to use the State’s Information provided to the Contractor for delivery of Services to the State.

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(c) The Contractor, at its own expense, shall defend any action brought against the State to the extent that such action is based upon a third- party claim that the Contractor Services or Deliverables supplied by the Contractor, or the operation of such Deliverables pursuant to a current version of Contractor-supplied technology or documentation, infringes a patent, or copyright or violates a trade secret in the United States. The Contractor shall pay those costs and damages finally awarded against the State in any such action. Such defense and payment shall be conditioned on the following: i) That the Contractor shall be notified within ten (10) business days in writing by the State of any such claim; and, ii) That the Contractor shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise provided, however, that the State shall have the option to participate in such action at its own expense. To the extent available from the applicable Cloud Hosting Provider for pass through to the State, Contractor will pass through to the State any infringement indemnities provided by the Cloud Hosting Provider for the Cloud Services.

(d) Should any, Deliverable, Contractor Services or software supplied by Contractor, or the operation thereof become, or in the Contractor’s opinion are likely to become, the subject of a third party claim of infringement of a patent, copyright, or a trade secret in the United States, the State shall permit the Contractor, at its option and expense, either to procure for the State the right to continue using the Deliverable or Contractor Services or software, or to replace or modify the same to become non-infringing and continue to meet procurement specifications as stated in this Agreement and in any Order, in all material respects, provided that if neither of these options can reasonably be taken, or if the use of such Deliverable or Contractor Services by the State shall be prevented by legal action, the Contractor shall take back such Deliverable and/or software and cease performing the infringing Services, and refund any sums the State has pre-paid Contractor therefor, less any reasonable amount for use of or damage to any such returned Deliverables, software or discontinued Contractor Services , and make commercially reasonable efforts to assist the State in procuring substitutes for such Deliverables and Contractor Services or software. Contractor shall not be required to defend or indemnify the State if any claim by a third party against the State for infringement or misappropriation (i) results from the State’s alteration of any Contractor Deliverable, Service or software, (ii) results from the State’s supplied information or materials or

(iii) results from the continued use of the same after receiving notice they infringe a trade secret of a third party.

5.21 IP Rights: Proprietary materials licensed to the State in the delivery of Contractor Services shall be identified to the State prior to use or provision of Contractor Services hereunder and shall remain the property of the Contractor. Software or firmware embedded in a Deliverable shall not be a severable Deliverable unless specifically indicated in a

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 statement of work. All Software source and object code is the property of Contractor or Contractors Subcontractors and/or licensors and is only licensed to the State on a nonexclusive basis as provided in the applicable statement of work, in consideration for the license fee paid by the State, pursuant to the terms of the respective governing software license.

5.22 Contractor Personnel Removal: The State may request the Contractor to remove or reassign Contractor Personnel at the State’s discretion for any lawful reason or if the performance or conduct of such personnel is unsatisfactory. The State may request that such Contractor Personnel be replaced within fifteen (15) business days from such removal.

The State’s contract administrator or designee shall notify the Contractor in writing and the exclusion of a designated individual(s) shall take effect as soon as reasonably practicable provided that the parties shall first discuss alternatives to removal as may be requested by Contractor in writing, however the State reserves the right to deny entry or to request the immediate removal of any Contractor Personnel for any lawful reason from any of its facilities based on security or safety concerns. The decision of the contract administrator following such discussions if any shall be final. This provision shall not infringe upon the right of the Contractor to employ the removed individual, nor shall the State’s rights under this provision implicate the State as a party to any of the Contractor’s obligations in the Participating Addendum. The State shall have the right, at no charge to the State, to interview, check the references of, and accept or reject any proposed replacements for Contractor Personnel who will be performing Contractor Services on-site at the State’s facilities prior to such Contractor Personnel replacements beginning work on the project. To the extent that departing Contractor Personnel provide adequate notice to the Contractor, Contractor shall use commercially reasonable efforts to obtain a smooth transition at no additional charge to the State, including the provision of knowledge transfer documentation and cooperation between the replaced and the newly assigned personnel including an overlap in the assignment of the replaced and newly assigned personnel for a duration of at least ten (10) business days, unless the State’s contract administrator or designee agrees to a shorter period in writing.

5.23 Warranty: Contractor agrees to perform its Services in a professional manner, consistent with applicable industry standards. For any Products manufactured by Contractor (“Contractor Equipment”), Contractor’s warranty is as set forth in Section X of the Master Agreement, Contractor’s response to the solicitation, and the Participating Addendum.

PURCHASING ENTITY ACKNOWLEDGES THAT THE LIMITED WARRANTY

CONTAINED HEREIN AND THEREIN DOES NOT ASSURE UNINTERRUPTED

OPERATION AND USE OF THE CONTRACTOR EQUIPMENT. In connection with any other Product sale, Contractor shall transfer to Purchasing Entity any Product warranties and the benefit of any indemnities made by the applicable Third Party manufacturer, to the extent transferable and without recourse. Physical or electronic copies of any applicable

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762

Product warranty will be delivered by Contractor to Purchasing Entity upon Purchasing Entity’s written request.

5.24 Other Documents: Standard forms or templates may be used for various purposes, including but not limited to, Purchase Orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Participating Addendum and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Participating Addendum and Purchasing Entity Orders.

5.25 Payment Terms And Invoicing: Pricing shall be set forth in the individual Order.

Payments terms are as follows:

(a) All invoices shall include Contractor’s or Authorized Dealer’s tax identification number and a detailed description of Services rendered. If the State fails to pay a properly submitted invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., it shall pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion pending resolution of the dispute, provided it gives timely notice of such dispute to Contractor in writing and escalates the matter through the dispute resolution process in section 5.33 of this Agreement.

(b) Purchasing Entities may use a purchasing card, subject to its credit limit, or issue an Order, provided that any additional or different terms of such purchasing card or Order shall not apply. Purchase orders shall be submitted directly to Authorized Dealers or Contractor’s wholly owned financing subsidiary.

(c) Contractor, its wholly owned financing subsidiary, or its Authorized Dealers, shall forward invoice(s), directly to the Purchasing Entity. Purchase Orders and payments shall be made to Contractor, its wholly owned financing subsidiary, or its Authorized Dealers. The Contractor, or its Authorized Dealers, shall accept purchasing card purchases with no additional cost for such payment method.

5.26 Taxes: The Participating Entity and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The Participating Entity, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The Participating State may be subject to other states' taxes on its purchases in that state depending on the laws of that state.

Contractors performing construction activities are required to pay state use tax on the cost

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 of materials. Purchasing Entities other than State agencies may or may not be subject federal tax and Wisconsin state and local taxes. It is the responsibility of the Purchasing Entity to provide the Contractor with the appropriate tax exemption information.

5.27 Pricing and Discount: In addition to the Master Agreement section VI, the State qualifies for governmental discounts, if available; and its educational institutions also qualify for educational discounts, if available. The Contractor may offer, within written quotes, a greater discount than the approved minimum discount for the State of Wisconsin, volume purchases or for competitive reasons.

(a) Purchasing Entities will be allowed to negotiate any of the purchase and lease options available in the Master Agreement for lower pricing.

(b) Monthly lease pricing shall not increase over the lease term unless an accessory is added.

(c) If a Purchasing Entity adds or removes accessories, the Purchasing Entity and Contractor shall agree upon the new monthly lease price prior to the lease rate change to reflect the machine change.

(d) Purchasing Entity may negotiate a lower rate for volume placements.

5.28 Right to Assurance: If the State in good faith has reason to believe that the Contractor does not intend to or is unable to perform or continue performing under this Participating Addendum, the Participating Entity may demand in writing that the Contractor give a written assurance of intent to perform. Failure by the Contractor to provide written assurance within thirty (30) days, from Contractor’s receipt of such notice may, at the State's option, be the basis for terminating the Participating Addendum for the State's convenience per the terms of this Participating Addendum or other rights and remedies available by law.

5.29 Right of Offset: Upon written notice, the State may offset against contractual payments due to the Contractor in an amount necessary to satisfy a certified or verifiable delinquent payment owed by the Contractor to the State of Wisconsin or any local unit of government in Wisconsin that is not under formal written appeal. The State also reserves the right to cancel this Participating Addendum if a delinquency is not satisfied by the offset or other means during the term of this Participating Addendum.

5.30 Contractor Compliance and Responsibility for Actions: The Contractor shall at all times comply with and observe all Federal, State, and local laws, ordinances, and regulations that are in effect during the term of this Participating Addendum that govern Contractor’s business and operations. The Contractor shall be solely responsible for its actions and those of its agents, employees, or Subcontractors under this Participating Addendum, and neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762

5.31 Renegotiation of Agreement: The terms of this Participating Addendum will not be amended in any manner whatsoever without prior written agreement of the Participating Entity and Contractor. Any changes to this Participating Addendum will be issued as an amendment.

5.32 Term and Termination:

5.32.1 This Participating Addendum shall end conterminously with the Master Agreement, provided that any Order entered into prior to expiration or termination of this Participating Addendum shall survive such expiration of the Master Agreement, for the term stated in the Order, and continue to be subject to its terms.

(a) The Participating State reserves the right to cancel this Participating Addendum if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax and does not cure such failure within thirty (30) days of receipt of notice.

(b) The Participating State also reserves the right to cancel this Participating Addendum with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts.

(c) The Participating Addendum may be canceled by the Participating State at any time, with or without cause, upon thirty (30) days written notice to the Contractor. The Participating Addendum may be cancelled by the Contractor upon sixty (60) days written notice to the Participating State. Cancellation may be in whole or in part.

(d) The Participating State reserves the right to cancel in whole or in part without penalty due to nonappropriation of funds or for failure of the Contractor to comply with terms, conditions, and specifications of this Participating Addendum that remains uncured following thirty (30) days of receipt of notice of such failure.

(e) In the event the Contractor is in default following the expiration of a thirty (30) day cure period, the Participating Addendum is subject to immediate cancellation to the extent allowable by applicable law.

(f) In the event of a cancellation of this Participating Addendum, the Contractor shall be entitled to payment, determined on a pro rata basis, for work or Services satisfactorily performed and accepted.

(g) The Purchasing Entity may terminate a specific Order issued under this Participating Addendum if the Contractor is unable to render the Services or provide the Products required in a timely manner in accordance with the terms of the PO, in order to meet the business needs of the Purchasing Entity, which inability shall remain uncured following thirty (30) days written notice to the non-performing party.

5.32.2 Termination for Cause:

(a) The State may terminate this Participating Addendum with written notice if, after providing the Contractor with thirty (30) days written notice of the Contractor’s right

Docusign Envelope ID: F6B28EED-B679-4882-8F65-EA7FEC129596Docusign Envelope ID: 232455C6-1E9B-4C8B-8186-DED37C076762 to cure a material failure of the Contractor to perform under the terms of this Participating Addendum, the Contractor fails to cure such material failure within the thirty (30) day cure period.

The Contractor may terminate this Participating Addendum if, after providing the State with thirty (30) days written notice of the State’s right to cure a material failure of the State to perform under the terms of this Participating Addendum, the State fails to cure such material failure within the thirty (30) day cure period.

Any termination for cause must be preceded by written notice and an opportunity to cure as provided in this section.