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5. Participants and Scope <br />a. Contractor may not deliver Products under this Master Agreement until a Participating <br />Addendum acceptable to the Participating Entity and Contractor is executed. The <br />NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any <br />Order by a Participating Entity (and other Purchasing Entities covered by their <br />Participating Addendum), except to the extent altered, modified, supplemented or <br />amended by a Participating Addendum. By way of illustration and not limitation, this <br />authority may apply to unique delivery and invoicing requirements, confidentiality <br />requirements, defaults on Orders, governing law and venue relating to Orders by a <br />Participating Entity, indemnification, and insurance requirements. Statutory or <br />constitutional requirements relating to availability of funds may require specific language <br />in some Participating Addenda in order to comply with applicable law. The expectation <br />is that these alterations, modifications, supplements, or amendments will be addressed <br />in the Participating Addendum or, with the consent of the Purchasing Entity and <br />Contractor, may be included in the ordering document (e.g. purchase order or contract) <br />used by the Purchasing Entity to place the Order. <br />b. Use of specific NASPO ValuePoint cooperative Master Agreements by state <br />agencies, political subdivisions and other Participating Entities (including cooperatives) <br />authorized by individual state's statutes to use state contracts are subject to the <br />approval of the respective State Chief Procurement Official. Issues of interpretation and <br />eligibility for participation are solely within the authority of the respective State Chief <br />Procurement Official. <br />c. Obligations under this Master Agreement are limited to those Participating Entities <br />who have signed a Participating Addendum and Purchasing Entities within the scope of <br />those Participating Addenda. States or other entities permitted to participate may use <br />an informal competitive process to determine which Master Agreements to participate in <br />through execution of a Participating Addendum. Financial obligations of Participating <br />Entities who are states are limited to the orders placed by the departments or other <br />state agencies and institutions having available funds. Participating Entities who are <br />states incur no financial obligations on behalf of other Purchasing Entities. Contractor <br />shall email a fully executed PDF copy of each Participating Addendum to <br />PA@naspovaluepoint.org to support documentation of participation and posting in <br />appropriate data bases. <br />d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO <br />ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative <br />purchasing organization assisting states in administering the NASPO cooperative <br />purchasing program for state government departments, institutions, agencies and <br />political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 <br />states, the District of Columbia and the territories of the United States. <br />e. Participating Addenda shall not be construed to amend the following provisions in <br />this Master Agreement between the Lead State and Contractor that prescribe NASPO <br />ValuePoint Program requirements: Term of the Master Agreement; Amendments; <br />Attachment A: Page 5 of 31 <br />