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FKMrinEr <br />TAB 2 <br />NCPA ADMINISTRATION AGREEMENT <br />This Administration Agreement is made as of December 1, 2022 by and <br />between National Cooperative Purchasing Alliance ("NCPA") and <br />Fortinet, Inc. ("Vendor"). <br />Recitals <br />WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated <br />December 1, 2022 , referenced as Contract Number 01-154 , by <br />and between Region 14 ESC and Vendor, as may be amended from time to time in accordance <br />with the terms thereof (the "Master Agreement"), for the purchase of IT Security Products and <br />Data Protection Solutions; <br />WHEREAS, said Master Agreement provides that any state, city, special district, local <br />government, school district, private K-12 school, technical or vocational school, higher <br />education institution, other government agency or nonprofit organization (hereinafter referred to <br />as "public agency" or collectively, "public agencies") may purchase products and services at the <br />prices indicated in the Master Agreement; <br />WHEREAS, NCPA has the administrative and legal capacity to administer purchases <br />under the Master Agreement to public agencies; <br />WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection <br />with other master agreements offered by NCPA <br />WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master <br />Agreement; <br />WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the <br />Master Agreement to public agencies on a national basis; <br />NOW, THEREFORE, in consideration of the payments to be made hereunder and the <br />mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: <br />General Terms and Conditions <br />The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by <br />reference as though fully set forth herein, and the terms and conditions contained therein <br />shall apply to this Administration Agreement except as expressly changed or modified by <br />this Administration Agreement. <br />NCPA shall be afforded all of the rights, privileges and indemnifications afforded to <br />Region 14 ESC under the Master Agreement, and such rights, privileges and <br />indemnifications shall accrue and apply with equal effect to NCPA under this <br />Administration Agreement including, but not limited to, Contractor's obligation to provide <br />appropriate insurance and certain indemnifications to Region 14 ESC. <br />