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6. Default and Termination of Participation Agreement. <br /> 6.1 NJPA Member shall be in default of this Participation Agreement if the NJPA Member fails to perform, <br /> comply with or violate any material term, condition or obligation of the Participation Agreement. This <br /> Agreement may be terminated by UPS if such default is not cured by NJPA Member within five (5) days <br /> after UPS has provided written notice to NJPA Member of the default. <br /> 6.2 If NJPA notifies UPS that NJPA Member is no longer eligible to participate under this Participation <br /> Agreement,or that NJPA Member is, in violation of Section 10 below,selling,assigning or transferring the <br /> UPS services, including pricing, to a third party, UPS shall immediately terminate this Participation <br /> Agreement. <br /> 6.3 NJPA Member acknowledges and agrees that if the Vendor Agreement expires or is terminated for any <br /> reason whatsoever, such expiration or termination will operate as an automatic and immediate termination <br /> of this Participation Agreement without notice to NJPA Member. <br /> 6.4 This Participation Agreement may be terminated by either party by providing written notice to the other <br /> party at least thirty(30)days prior to any termination date. <br /> 7. Address for Notices. All notices,requests,demands and other communications required or permitted under this <br /> Participation Agreement shall be provided in writing to the addresses set forth below. NJPA Member <br /> acknowledges and agrees that it is not entitled to receive any notices intended for NJPA under the Vendor <br /> Agreement. <br /> If to UPS: If to NJPA Member: <br /> United Parcel Service,Inc. City of Everett <br /> 55 Glenlake Parkway,N.E. 3200 Cedar Street <br /> Atlanta,GA 30328 Everett WA 98201 <br /> Attention:Office of the General Counsel Attention:C tI 1c L. .PJ GS.Z 2r4tiT <br /> Phone Lk'Z6-2fi1 <br /> If to NJPA: <br /> National Joint Powers Alliance® <br /> 202 12th Street NE <br /> Staples,MN 56479 <br /> Fax: <br /> Attention:Andy Campbell <br /> 8. Consent to Disclosure. NJPA Member consents to UPS' disclosure to NJPA of any information regarding the <br /> services under this Participation Agreement, including without limitation, the amount of revenue received by <br /> UPS as a result of this Participation Agreement and similar information related to the aggregate performance of <br /> NJPA and its NJPA Members under the Vendor Agreement and this Participation Agreement. <br /> 9. Entire Form. This Participation Agreement,together with the UPS Rate and Service Guides and the UPS Tariff <br /> in effect at the time of shipping,constitute the entire agreement between UPS and NJPA Member with respect to <br /> the subject matter hereof and supersedes all other prior agreements and representations,whether written or oral, <br /> concerning its subject matter. This Participation Agreement may not be amended, altered or discharged unless <br /> in writing signed by the parties hereto. To the extent that there is any conflict or ambiguity between the <br /> provisions of this Participation Agreement and the provisions of the UPS Rate and Service Guides and the UPS <br /> Tariff,the provisions of this Participation Agreement shall prevail. <br /> 10. Successors and Assigns. All of the terms of this Participation Agreement shall be binding upon and inure to the <br /> benefit of and be enforceable by the representatives,transferees, successors and assignees of the parties hereto, <br /> whether so expressed or not. NJPA Member shall not sell, assign or transfer this Participation Agreement <br /> (including,but not limited to,through third party billing),or any of its rights hereunder,without the prior written <br /> consent of UPS and any attempted transfer or assignment hereof by NJPA Member not in accordance herewith <br /> shall be null and void. NJPA agrees to promptly notify UPS (but in no event less than five (5) days) after it <br /> becomes aware of an NJPA Member selling, assigning,or transferring the UPS terms and conditions, including <br /> pricing, to a non-NJPA Member; failure to notify UPS of this instance will result in immediate termination of <br /> this Participation Agreement. <br /> 11. Service Marks. It is expressly understood by each party that trade names,service marks,and trademarks of the <br /> other are proprietary and nothing in this Participation Agreement constitutes the grant of a general license to use <br /> said trade names, service marks and trademarks. Use of UPS trade names, service marks, and trademarks by <br /> NJPA or NJPA Member must be approved by UPS. <br /> 2 <br />