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Note: sections negotiated 2, 8, 13, 14, 15, 16, <br />17, 18, 19, 20, 24, 25, 28, 29, 30, 32, 34, 35, <br />36, 39, 42, 45, 46, 47, 48, 49, 50, and 51. <br />NASPO <br />Valuepoint <br />Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions <br />1. Master Agreement Order of Precedence <br />a. Any Order placed under this Master Agreement shall consist of the following <br />documents: <br />(1) A Participating Entity's Participating Addendum ("PA"); <br />(2) NASPO ValuePoint Master Agreement Terms & Conditions; <br />(3) A Purchase Order issued against the Master Agreement, including a Service Level <br />Agreement; <br />(4) The Solicitation; and <br />(5) Contractor's response to the Solicitation, as revised (if permitted) and accepted by <br />the Lead State. <br />b. These documents shall be read to be consistent and complementary. Any conflict <br />among these documents shall be resolved by giving priority to these documents in the <br />order listed above. Contractor terms and conditions that apply to this Master Agreement <br />are only those that are expressly accepted by the Lead State and must be in writing and <br />attached to this Master Agreement as an Exhibit or Attachment. <br />2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms <br />will have the meanings given to those terms in this Section. <br />Acceptance is defined by the applicable commercial code, except Acceptance shall not <br />occur before the completion of delivery in accordance with the Order, installation if <br />required, and a reasonable time for inspection of the Product. <br />Contractor means the person or entity delivering Products or performing services under <br />the terms and conditions set forth in this Master Agreement. <br />Data means all information, whether in oral or written (including electronic) form, <br />created by or in any way originating with a Participating Entity or Purchasing Entity, and <br />all information that is the output of any computer processing, or other electronic <br />manipulation, of any information that was created by or in any way originating with a <br />Participating Entity or Purchasing Entity, in the course of using and configuring the <br />Services provided under this Agreement. <br />Data Breach means any actual non -authorized access to or acquisition of computerized <br />Non -Public Data or Personal Data that compromises the security, confidentiality, or <br />integrity of the Non -Public Data or Personal Data, or the ability of Purchasing Entity to <br />Attachment A: Page 1 of 31 <br />