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<br />EXHIBIT K <br />PURCHASING AGENT AGREEMENT <br /> <br />9. Indemnification. Purchasing Agent shall indemnify, defend and hold Client harmless <br />from and against, any amount of sales or use tax, penalty or interest which becomes payable by Client <br />by reason of appropriate order of the State of Minnesota directly arising out of Purchasing Agent’s <br />default under this Agreement, including the failure of Purchasing Agent to include the notice listed <br />above in each purchase agreement or order for Tax Exempt Materials. <br /> <br />10. Termination. Client may terminate this Agreement at any time and for any reason. <br />Upon receiving notice of termination, Purchasing Agent shall cease making any purchases and shall <br />promptly notify any subagents it has appointed that such appointment has likewise been terminated, that <br />they are to cease initiating any new purchases, and that they are to likewise notify any subagents they <br />have appointed that they are to cease initiating any new purchases. Any purchases that were initiated by <br />Purchasing Agent or subagent prior to its receiving notice of termination and that cannot be reasonably <br />reversed after it received notice of termination shall be deemed to have been made with authority. <br /> <br />11. Successors and Assigns. The provisions of this Agreement shall be binding upon and <br />inure to the benefit of the parties and their respective heirs, legal representatives, assigns, and any <br />subagents appointed pursuant to this Agreement. <br /> <br />12. Applicable Law. The agency relationship created by this Agreement is intended to be in <br />compliance with Minnesota Rule 8130.1200 and its current interpretation by the Minnesota Department <br />of Revenue. <br /> <br /> <br />\[The remainder of this page is intentionally left bank. Signature page to follow.\] <br />EXHIBIT K Page 3 of 3 <br /> <br />