THIS MASTER AGREEMENT ("Agreement") is made by and between Ricoh USA, Inc. ("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 1st day of March, 2019 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 USA, Inc. (successor-in-interest to 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 4400003732 and the Contract Period is from February 11, 2013 to June 30, 2019, with the option to renew for no more than three (3) 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.

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.

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.

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.

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.

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.

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