EdgeMarket Master Agreements - Introductory Overview - 2024-01-01.pdf

EdgeMarket Master Agreements Introductory Overview

When Edge issues an RFP, the procurement is jointly conducted by NJEdge.Net, Inc. as Lead Agency and EdgeMarket, the cooperative pricing system that is operated by Edge. This arrangement is depicted in an EdgeMarket Portal article entitled How EdgeMarket RFPs Produce EdgeMarket Contracts.

Master Agreement After an award is made, Edge negotiates a master agreement with the awarded vendor. This master agreement serves as a contract vehicle that provides favorable pricing, terms, and conditions for EdgeMarket Co-op participants and Edge members to use to access the awarded vendor’s products and services.

Participants and members order directly from the vendor, and the vendor bills and supports them directly. Edge is not a participant in any transaction beyond being the administrator of the master agreement and the recipient of the agreed contract administration fees.

Exhibits The EdgeMarket master agreement includes a set of Exhibits, as shown in the snippet below. These Exhibits address general terms of the agreement, and information regarding the vendor's solutions to be included in the master agreements along with pricing, an order form, and the vendor's customer or subscription agreement terms, conditions, and SLAs.

Examples Attached The next pages include the current versions of the master agreement and exhibits.

Please take some time to become familiar with these documents as this will expedite the contracting process in the event of an award.

Effective Date: 2024-01-01 https://edgemarket.njedge.net/home/how-edgemarket-rfps-produce-edgemarket-contracts

EDGEMARKET MASTER AGREEMENT 269EMCPS-YY-00N-EM-XXX

VendorNameProperty Page 1 of 3

EDGEMARKET MASTER AGREEMENT

ECIN: 269EMCPS-YY-00N-EM-XXX

Effective Date:

<Vendor Name> <Entity Type> <Address> <City, State, Zip> <Phone Number> <Fax Number> <Website>

NJEdge.Net, Inc.

A 501(c)(3) non-profit, charitable New Jersey corporation 625 Broad St., Suite 260 Newark, NJ 07102-4418 Phone: 855.832.EDGE (3343) www.NJEdge.net

This EDGEMARKET MASTER AGREEMENT, including the Exhibits referenced herein (collectively, the “Master Agreement” or “Agreement”), is made by and between NJEDGE.NET, INC. (“Edge”) and the party named above (“Vendor”). Edge and the Vendor are at times referred to individually herein as a “Party” and collectively as the “Parties.”

The following Exhibits are attached to this Agreement and incorporated herein by reference:

Exhibit A: General Terms Exhibit B: Products and Services Exhibit C: Forms of Agreement Exhibit D: Price Schedule

The Master Terms ("Master Terms") below and the General Terms as defined in Exhibit A (“General Terms”) collectively apply to the Products and Services as defined in Exhibit B (“Products and Services”, “Solution”), made available by Vendor for sale to Prospective Clients (as defined below). Solution specific terms are attached hereto as Exhibit C, hereinafter also referred to collectively as “Forms of Agreement”. The pricing for such Products and Services is attached hereto as Exhibit D.

Any conflict between the provisions of any of the foregoing shall be resolved in the following order of precedence: (1) the Master Terms; (2) the General Terms; (3) the Price Schedule; and (4) the Forms of Agreement. In the event of any conflict or ambiguity between an Exhibit and in an executed Form of Agreement that cannot reasonably be reconciled, the Exhibit will govern as set forth above unless such provision expressly provides otherwise or the executed Form of Agreement expressly intends to override the related Exhibit, in which case such provision in the executed Form of Agreement shall apply but only with respect to that executed Form of Agreement.

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MASTER TERMS

1. DEFINITIONS

1.1 EdgeMarket Co-op. For purposes of this

Agreement, “EdgeMarket Co-op” means the Cooperative Purchasing System (DCA #269EMCPS) established by Edge and approved by the New Jersey Department of Community Affairs (DCA).

1.2 Co-op Participant. For purposes of this

Agreement, “Co-op Participant” means any entity that has executed an EdgeMarket Cooperative Pricing System Participation Agreement, or a similar agreement by which it is permitted to purchase Products and Services through the EdgeMarket Co-op.

1.3 Edge Member. For purposes of this Agreement, “Edge Member” means any entity that, in accordance with N.J.S.A. 18A:3B 6.1, is either a) a corporate member of Edge (New Jersey public research universities, State colleges, county colleges, public institutions of higher education primarily located in the State of New Jersey, and nonprofit independent institutions of higher education that receive direct State aid), or b) New Jersey municipalities, fire districts, counties, local authorities subject to the "Local Authorities Fiscal Control Law," P.L.1983, c.313 (C.40A:5A-1 et seq.), school districts, county colleges, State colleges, public research universities, nonprofit independent institutions of higher education that receive direct State aid, or any combination of those entities.

1.4 Prospective Client. For purposes of this

Agreement, “Prospective Client(s)” means any Co-op Participant or Edge Member that may purchase Products and Services from the Vendor through this Agreement.

1.5 Client. For purposes of this Agreement, “Client(s)” means any Co-op Participant or Edge Member that purchases Products and Services from the Vendor through this Agreement.

1.6 EdgeMarket Contract Identification Number;

ECIN. For purposes of this Agreement, the terms “EdgeMarket Contract Identification Number” and “ECIN” shall mean that unique number assigned by Edge to this Agreement and which shall be included on all Order forms, purchase orders, invoices and reports for Products and Services purchased through this Agreement.

2. PURCHASE OF PRODUCTS AND SERVICES;

ACCEPTANCE; DOCUMENTATION; PAYMENT;

REPORTING; ADMINISTRATIVE FEE

2.1 Price. The price for Products and Services shall

be as set forth in Exhibit D attached hereto.

2.2 Orders. During the Term of this Agreement

(defined in Exhibit A) each Prospective Client shall be permitted to purchase, or renew the purchase of, Products and Services from Vendor subject to the terms of this Agreement and the applicable terms attached hereto as Exhibit C. Each order must clearly state that it is created pursuant and subject to the provisions of this Agreement.

2.3. Acceptance of Order. The order shall be deemed

accepted by Vendor when signed by Vendor and Prospective Client and shall thereby be considered an “Order” for purposes of this Agreement.

2.4. Documentation of Order to Edge. Vendor shall

deliver to Edge a copy of each executed Order within thirty (30) business days of receipt thereof. Vendor shall also request of each Client to submit to Edge a Notice of Use of EdgeMarket Agreement, in such form as Edge may establish from time to time. Vendor shall have no responsibility for failure of Client to submit such notice.

2.4 Payment of Client Invoices. Each Invoice for

Products and Services purchased by a Client (each, a “Client Invoice”) shall be sent by Vendor to the Client as specified in the applicable Order. Such Client shall be solely responsible for the payment of such Client Invoice.

Edge shall have no liability to Vendor for any failure by a Client to pay a Client Invoice in whole or in part, or for any breach of an Order by a Client. Unless otherwise agreed by Prospective Client and Vendor, Client Invoices shall be payable within thirty (30) days following the date of delivery of invoice to the Client. All payments shall be made in U.S. dollars.

2.5 Quarterly Report of Sales. Vendor shall deliver

to Edge a written report following the end of each calendar quarter during the Term, detailing: (i) each Order executed during the prior quarter, specifying the Client, Products and Services sold or renewed under this Agreement; (ii) each Client Invoice issued during the prior quarter; and (iii) such other information as Edge may reasonably require (“Quarterly Report of Sales”). The Quarterly Report of Sales shall be provided to Edge no later than twenty (20) days following the expiration of the month being reported.

2.6 Administrative Fee. Vendor agrees to pay to

Edge an administrative fee equal to two percent (2%) of all fees received under each Client Invoice reported in the Quarterly Report of Sales (“Administrative Fee(s)”).

The Administrative Fee shall not include fees invoiced by Vendor for expenses, taxes, or other separately itemized third-party charges, but shall include all other amounts invoiced by the Vendor. Administrative Fees due https://law.justia.com/codes/new-jersey/2018/title-18a/chapter-3b/section-18a-3b-6.1/ https://docs.google.com/forms/d/e/1FAIpQLSer4qT9Pkkyfmsag69zONIfriJ-SXKoglSGTK2W1aDfdj04oQ/viewform?usp=sf_link https://docs.google.com/forms/d/e/1FAIpQLSer4qT9Pkkyfmsag69zONIfriJ-SXKoglSGTK2W1aDfdj04oQ/viewform?usp=sf_link

VendorNameProperty Page 3 of 3 hereunder shall be invoiced by Edge to Vendor and shall be payable within thirty (30) days following delivery of each invoice to Vendor. Administrative Fees paid by Vendor to Edge will be refunded pro rata to Vendor by Edge if any portion of the Fees becomes subject to adjustment, refund or credit.

3. PARITY; SCOPE OF MARKET; CONVERSION

3.1 Price Competitive. Should Edge, a Prospective

Client or Client identify a Vendor agreement with a third party cooperative purchasing organization or purchasing cooperative for Products and Services under similar specifications and comparable quantities, which, in its totality, is more favorable to the third party than the terms specified in this Agreement, then Edge may notify Vendor of same and Edge shall be granted the right to convert the relevant terms in this Agreement to match the more favorable terms provided to the third party.

Vendor acknowledges that without such assurance of market parity or better, Prospective Clients would not purchase Products and Services under this Agreement.

3.2 Conversion. Vendor agrees that any of its

customers who are as of the Effective Date, or become during the Term of this Agreement, Prospective Clients, may elect upon written notice to Vendor to substitute the provisions of this Agreement for the purchase terms they otherwise agreed to with Vendor.

3.3 Scope of Market. Vendor acknowledges and

agrees that the EdgeMarket Co-op is national in scope and, therefore, Vendor warrants and agrees that it shall impose no geographic, jurisdictional, market or other prohibitions, conditions or restrictions on the use of this Agreement by Prospective Clients.

IN WITNESS WHEREOF, the parties intending to be legally bound hereby have entered into this Agreement as of the Effective Date written above.

VENDORNAMEPROPERTY NJEDGE.NET, INC.

By: By:

Name: Name:

Title: Title:

EDGEMARKET MASTER AGREEMENT – EXHIBIT A 269EMCPS-YY-00N-EM-XXX

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EXHIBIT A

GENERAL TERMS

1. OWNERSHIP OF RECORDS AND DELIVERABLES

1.1 Ownership of Records. All data, records, and

reports provided by Edge or a Client to Vendor or generated in connection with the Products or Services by Vendor (collectively, “Records”), whether in existence as of the Effective Date or provided thereafter in the course of performing the Products or Services, shall be treated by Vendor as the exclusive property of the entity furnishing such Records. Nothing in this Agreement or any Order shall grant to Vendor any express or implied right, license or interest in or to any such Records other than as is necessary to perform and provide the Products or Services. Upon request by the entity providing Records at any time and from time to time and without regard to the default status of the parties under the Agreement, Vendor shall promptly deliver to such entity the Records in electronic format, and in hard copy to the extent that they exist on the date of the request.

1.2 Ownership of Deliverables. Vendor agrees, and

the terms of each Order shall provide, that any deliverables prepared by Vendor for a Client in the course of providing the Products or Services shall be considered works made for hire, the ownership of which shall reside with the Client that purchased such Products or Services. To the extent that all rights in the deliverables do not reside with such Client, Vendor hereby assigns and agrees to assign to, such Client all such rights as its sole and exclusive property. Vendor agrees to assist the Client in every legal way to evidence, record, and perfect the Client’s ownership of such deliverables. Notwithstanding the foregoing, the parties recognize that performance of Vendor hereunder will require the skills of Vendor and, therefore, Vendor shall retain the right to use, without fee and for any related purpose, such "know-how", ideas, techniques and concepts used or developed by Vendor in the course of performance of the Products or Services of this Agreement.

2. REPRESENTATIONS; WARRANTIES

2.1 Representations. Each Party hereby represents

and warrants that it has the full power and authority to enter into this Agreement and to fully perform its obligations hereunder.

2.2 Warranties. Vendor shall warrant to each Client

in each Order that: (i) the Products or Services will conform to their applicable documentation and specifications, and any other requirements specified in the applicable Order; (ii) the Products or Services will not infringe or misappropriate any third party’s intellectual property or proprietary rights; (iii) the Products or Services will not contain any viruses or malicious code;

and (iv) the Products or Services will be performed in a professional and workmanlike manner in accordance with the highest standards in the industry, the Order and all terms required by this Agreement to be included therewith, and all Vendor documentation pertaining thereto.

3. INDEMNITY AND LIMITATIONS OF LIABILITY

3.1 Indemnity. Vendor shall indemnify, defend, and

hold Edge and its officers, directors, employees and representatives harmless from and against any and all liabilities, claims, demands, suits, causes of action, costs, expenses and fees (including, without limitation, attorneys’ fees) arising out of or relating to: (a) any misrepresentation made by Vendor in this Agreement, or the breach by Vendor of this Agreement or any warranty made herein; (b) the negligence or willful misconduct of Vendor in its performance of this Agreement or any Order including, without limitation, any personal injury, death or property damage resulting therefrom; (c) any allegation that any Product or Service infringes or misappropriates the proprietary or intellectual property rights of any third party; and (d) any claim of a Client arising out of or relating to an Order. Vendor shall defend any such claim using counsel reasonably acceptable to Edge, and shall not settle any indemnified claim that requires Edge to admit liability, pay any monies, or take or refrain from taking any action, without the prior, written consent of Edge in its sole discretion. Edge may participate in the defense of any indemnified claim using counsel of its own choosing, at its sole cost and expense.

Each Order shall include, at a minimum, an indemnity from Vendor in favor of the Client with respect to those claims described in subsections (b) and (c) above.

3.2 Limitations of Liability. EXCEPT FOR A PARTY’S

INDEMNITY OBLIGATIONS, OR BREACH OF A PARTY’S

CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND FOR A

PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR

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VIOLATION OF LAW, IN NO EVENT SHALL EITHER PARTY

BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS

OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES,

EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

4. TERM; TERMINATION

4.1 Term. This Agreement shall commence as of the

Effective Date and continue for three (3) years (the "Initial Term"). At the conclusion of the Initial Term, this Agreement shall automatically renew for up to two (2) successive one (1) year renewal terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless either Party delivers to the other written notice of its intent not to renew at least sixty (60) days prior to the end of the then current Initial Term or Renewal Term, as applicable. In the event of the termination or expiration of this Agreement, no new Orders may be entered into, but any Orders then in effect shall continue in accordance with their terms.

4.2 Termination. Notwithstanding Section 4.1, a

Party may immediately terminate this Agreement upon written notice to the other Party, if the other Party: (i) breaches a provision of this Agreement and fails to cure the breach within thirty (30) days of written notice thereof by the non-breaching Party; or (ii) becomes insolvent, files a petition of bankruptcy, makes an assignment for the benefit of its creditors, sells all or substantially all of its assets to a third party or becomes the subject of proceedings under any law relating to bankruptcy or the relief of debtors. Each Order shall provide for termination in the event that either party to the Order breaches a provision of the Order and fails to cure the breach within thirty (30) days of written notice thereof by the non-breaching party.

4.3 Survivability. In the event of termination or

expiration of this Agreement or an Order, all rights and obligations of the parties accruing under the Agreement or Order, as applicable, as of the effective date of termination or expiration, or which by their nature or express terms survive termination or expiration, shall survive, and all remaining rights and obligations shall terminate.

5. CONFIDENTIALITY

5.1 Definition. Each Party acknowledges that

“Confidential Information” of the other Party includes all proprietary information and materials regarding such Party’s business including, without limitation, information and materials pertaining to such Party’s employees and representatives, students, products, software, software applications, computer processing systems, trade secrets, processes, techniques, methodologies, designs, know-how, data, training materials and programs, whether or not such information is oral, written, graphic or electronic form and whether or not such information is specifically identified as confidential. “Confidential Information” shall in no event include the excluded information and materials described in Section 5.3 below.

5.2 Actions. The recipient (“Recipient”) of

Confidential Information disclosed by the other Party (“Discloser”) shall: (a) receive and hold the Confidential Information in confidence, and take all reasonable measures to prevent disclosures to others; (b) instruct and obtain agreement from its employees, agents, representatives and other personnel to hold the Confidential Information in confidence and not to disclose it to others; and (c) not use the Confidential Information other than for purposes of its performance of this Agreement, without the prior, written consent of Discloser. In the event Recipient is the subject of legal action requiring disclosure of any Confidential Information of Discloser, Recipient shall promptly notify Discloser and reasonably assist Discloser in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed pursuant to the order of any court be used only for the purposes for which the court issues such order or for such other purposes as are required by law.

5.3 Exclusions. Notwithstanding any provisions

contained in this Section 5, the Recipient shall not be required to maintain in confidence the following information: (a) information that at the time of disclosure to Recipient, is available to third parties not owing an obligation of confidentiality to Discloser; (b) information that, after disclosure, becomes available to third parties now owing an obligation of confidentiality to Discloser, except by breach of this Agreement; (c) information that was in the Recipient’s possession at the time of disclosure to the Recipient, and that was not acquired, directly or indirectly, from Discloser; (d) information that the Recipient can demonstrate resulted from its own research and development, independent of disclosure from Discloser; (e) information that the Recipient received from third parties, provided that such information was not obtained by such third parties from Discloser on a confidential basis; or (f) information that is produced in compliance with applicable law or a court order, provided that Discloser is given reasonable notice of such law or order and an opportunity to attempt, at the expense of Discloser, to preclude or limit such production.

6. MISCELLANEOUS

6.1 Remedies. Vendor acknowledges and agrees

that the restrictions set forth in this Agreement are

VendorNameProperty Page 3 of 4 reasonable and necessary to protect the proprietary rights of Edge, and that any violation thereof by Vendor would result in irreparable harm to Edge. In the event of any threatened or actual violation of the provisions of this Agreement by Vendor, Vendor acknowledges and agrees that Edge shall, without the necessity of posting any required bond or other form of financial assurance, be entitled to pursue and obtain from any court of competent jurisdiction preliminary and permanent injunctive relief halting the violation, which rights shall be cumulative and in addition to any other remedy to which Edge may be entitled at law or in equity, including without limitation recovery of damages and lost profits.

6.2 Audit. During the Term and for at least three (3)

years thereafter, Vendor shall keep in its possession or under its control accurate records covering all transactions relating to this Agreement. Records shall include, but not be limited to, invoices, correspondence, payments, shipping and receiving, and inventory records.

Edge shall have the right to review, audit and inspect such records from time to time with reasonable prior written notice to Vendor, and at any time when Edge reasonably believes Vendor may have breached this Agreement. Edge’s right to review and inspect the records shall be conducted during normal business hours and will not unreasonably interfere with the business operations of Vendor. If an audit reveals that Vendor has underpaid Edge, then Vendor shall immediately pay Edge the difference, and reimburse Edge for the reasonable costs of the audit.

6.3 Independent Parties. The relationship of the

Parties hereunder is that of independent contractors, and nothing contained in this Agreement shall be construed to constitute or imply that the Parties are related as employer-employee, agent-principal, partners, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking. Neither Party has power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.

6.4 Notice. With the exception of payment notices

and invoices, all notices and other communications given or made pursuant hereto shall be in writing and shall be delivered personally or sent by registered or certified mail (postage prepaid, return receipt requested), or overnight courier and addressed to the Party’s proper address as set forth in the beginning of this Agreement or to such other address or addressee as either Party may from time to time designate to the other by written notice. Any such notice shall be deemed given as of the date it is delivered to the recipient. All notices shall be addressed as follows:

If to Vendor:

Vendor Name Attn: Vendor CEO Street, Suite City, State Zip Code

If to Edge:

NJEDGE.NET, INC.

Attn: President & CEO 625 Broad St., Suite 260 Newark, NJ 07102-4418

6.5 Assignment. Neither this Agreement nor any

Order are assignable by Vendor or Edge without the prior written consent of the other Party, except to a corporate successor or acquirer of all or substantially all of the assignor’s business. Subject to the foregoing, this Agreement and each and every provision hereof, shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.

6.6 Partial Invalidity. All provisions of this

Agreement are severable. If any provision or portion hereof is determined to be unenforceable, the rest of the Agreement shall remain in effect, provided that its general purposes are still reasonably capable of being effected.

6.7 Force Majeure. Neither Party will be liable to

the other for failure to perform its obligations hereunder if and to the extent that such failure to perform results from causes beyond its control, including and without limitation: strikes, lockouts, or other industrial disturbances; civil disturbances; fires; acts of God;

epidemics, pandemics, stay-at-home orders or other governmental quarantine actions; acts of a public enemy;

compliance with any regulations, order, or requirement of any governmental authority. In the event a force majeure event prevents a Party from performing its obligations hereunder for thirty (30) days or more, the other Party shall be permitted to terminate this Agreement without penalty upon delivery of notice to the Party whose performance is prevented.

6.8 Controlling Law; Jurisdiction. The substantive

laws of the United States of America and of the State of New Jersey, without regard to any choice of law or conflict of laws rules or provisions, shall govern this Agreement in construction and enforceability. The parties agree that the exclusive venue of all suits or actions brought by either Party arising out of or relating to this Agreement shall be the federal or state courts located in the State of New Jersey. Each of the Parties submits to the exclusive jurisdiction of such courts, and hereby waives any objection to the venue of such courts including on grounds of forum non conveniens.

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6.9 Entire Agreement. Unless otherwise specified

herein, this Agreement and Vendor’s RFP Response is the entire agreement between Edge and Vendor, and supersedes all prior agreements, written or oral, between Vendor and Edge relating to the subject matter of this Agreement. This Agreement may not be amended by either Party except by a written instrument executed by authorized representatives of both Parties that states it is amending this Agreement.

6.10 Waiver and Severability. No failure or delay by

either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. No term or provision herein shall be deemed waived and no breach consented to, unless such waiver and consent shall be express and in writing and signed by the waiving Party. Any such waiver and consent shall not constitute a waiver and consent to any other or subsequent breach. If any term or provision of this Agreement or the application thereof shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent permitted by law.

6.11 Counterparts. This Agreement may be executed

by the parties hereto in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same Agreement.

This Agreement supersedes all prior agreements, written or oral, between Edge and Vendor

EDGEMARKET MASTER AGREEMENT – EXHIBIT B 269EMCPS-23-002-EM-XXX

VendorNameProperty Page 1 of 1

EXHIBIT B

SCOPE OF SERVICES

The scope of services available from Vendor under this Agreement are described below:

# Service 1 Title

Description 2 Title

Description 3 Title

Description

EDGEMARKET MASTER AGREEMENT – EXHIBIT C 269EMCPS-YY-00N-EM-XXX

EXHIBIT C

FORMS OF AGREEMENT

This Exhibit C contains the following Form(s) of Agreement that shall be used to transact business under this Agreement between Vendor and a Client (or Prospective Client):

• Exhibit C-1 - Customer Master Agreement

• Exhibit C-2 - <as needed, e.g. SLA>

• Exhibit C-3 - <as needed, e.g. Order Form>

Form(s) of Agreement may be customized as agreed between Vendor and Client (or Prospective Client).

EDGEMARKET MASTER AGREEMENT – EXHIBIT D 269EMCPS-23-002-EM-XXX

EXHIBIT D

PRICE SCHEDULE

Pricing for Vendor for Products and Services is provided in the table below.

EDGEMARKET MASTER AGREEMENT ADDENDUM 269EMCPS-YY-00N-EM-XXX

ADDENDUM

TO

EDGEMARKET MASTER AGREEMENT

ECIN: 269EMCPS-YY-00N-EM-XXX

BETWEEN

<VENDOR>

AND

NJEDGE.NET, INC.

Effective Date:

This Addendum is made and entered into between <Vendor>, a <legal type> (“Vendor” or “Company”) and NJEdge.Net, Inc. (“Edge”). This Addendum shall be attached to and is hereby incorporated by reference into the EdgeMarket Master Agreement, ECIN: 269EMCPS-YY-00N-EM-XXX, executed on or about <Month> __, 202x (the “Agreement”) and all Addendums thereto executed by Vendor and Edge.

WHEREAS, Vendor and Edge desire to amend the Agreement in the manner and on the terms set forth herein;

WHEREAS, for the purposes of and for the products and services described in this Addendum only, the following terms and conditions are in addition to those of the Agreements and apply;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Vendor and Edge hereby agree that the Agreements shall be and hereby is amended as follows:

1. xxx

1.1 xxxx

IN WITNESS WHEREOF, the parties intending to be legally bound hereby have entered into this Agreement as of the Effective Date written above.

VENDORNAMEPROPERTY NJEDGE.NET, INC.

By: By:

Name: Name:

Title: Title: