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This Master Products Agreement ("Agreement") is entered into as of , 200_ <br />("Effective Date") between The Northeast Ohio Sourcing Office, an Ohio nonprofit corporation <br />organized as a regional council of governments under Chapter 167 of the Ohio Revised Code <br />("NEOSO"), and (the "Governmental Entity"). <br />Capitalized terms not otherwise defined in the body of this Agreement have the meanings <br />assigned to them in the attached Appendix 1. <br />Recitals <br />A. NEOSO was organized, in part, for the purposes of (i) providing consulting and <br />management to its Members, (ii) developing and implementing certain business processes <br />to be shared among the Members, and (iii) developing and operating as a collective <br />purchasing and service organization to enable its Members to obtain products and related <br />services ("Products") from various Vendors at competitive terms by utilizing the <br />combined purchasing power of all of NEOSO's Members. <br />B. NEOSO and the Governmental Entity entered into a Membership Agreement dated <br />, 200_ (the "Membership Agreement"), under which the Governmental <br />Entity became a Member of NEOSO. <br />C. In order to purchase Products under any Available Contract, Section 1.4(b) of the <br />Membership Agreement permits the Governmental Entity to purchase Products from any <br />Vendor and requires the parties to enter into a Master Products Agreement setting forth <br />the terms and conditions under which the Products will be made available to the <br />Governmental Entity. <br />D. The parties have decided to enter into this Agreement to govern the acquisition of <br />Products by the Governmental Entity.through Available Contracts. <br />The parties agree as follows: <br />Article I <br />Scope <br />Section 1.1. Scone. This Agreement provides the terms and conditions under which <br />NEOSO will contract to make Products available to the Governmental Entity. <br />Section 1.2. Vendor Status. Unless otherwise specified in an Offering Addendum, <br />Products available under each Offering Addendum will be provided by a Vendor. Any Offering <br />Addendum for Products will be entered into between NEOSO and the Governmental Entity and <br />will be acknowledged by the Vendor. Each Offering Addendum will include terms and <br />conditions specific to the particular Available Contract under which the Offering Addendum is <br />authorized and entered into. <br />Northeast Oitio Sourcing Office <br />www.ncoso.org <br />-1- <br />5422 Easr 96th St. Suitc 150 ( p ? 216.581.6200 <br />Clcvclanci, OH /? 125 f ? 216.581.6213 <br />