OFFICEMAX

MPS Division
263 Shuman Blvd
Naperville, IL 60563
Tel.: (XXX) XXX-XXXX
____________________________________________________________________________

MPS Division
Managed Print Services Agreement

Prepared for:

[Customer Name]

Revision: v1
2/13/2022

____________________________________________________________________________
This document contains confidential and proprietary information of OfficeMax. It may not be reproduced in whole or
in part, and it may not be disclosed in whole or in part, without the written authorization of OfficeMax.
[Customer Name] – Managed Print Services Agreement
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TABLE OF CONTENTS

OVERVIEW................................................................................................................................................. 3
MANAGED PRINT SERVICES SCOPE...................................................................................................... 4
MANAGED PRINT SERVICES PROGRAM DELIVERABLES...................................................................4
PROJECT RESPONSIBILITIES AND ASSUMPTIONS..............................................................................5
[CUSTOMER NAME] RESPONSIBILITIES........................................................................................................ 5
OFFICEMAX RESPONSIBILITIES................................................................................................................... 5
ASSUMPTIONS........................................................................................................................................... 5
ISSUE RESOLUTION PROCEDURE.......................................................................................................... 6
PROJECT CHANGE ORDER PROCESS................................................................................................... 6
PROFESSIONAL SERVICES COMMITMENT............................................................................................ 7
APPENDIX A – EQUIPMENT LIST............................................................................................................. 8
MANAGED PRINT SERVICES CONTRACT – SIGNATURE PAGE...........................................................9

OFFICEMAX CONFIDENTIAL AND PROPRIETARY Page 2 of 14

[Customer Name] – Managed Print Services Agreement
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Overview
[Customer Name] is a highly regarded, national law firm providing client-focused,
interdisciplinary services that result in high-value legal counsel for their clients that was founded
in 1842 in Milwaukee, WI. [Customer Name] is currently ranked as the 24th largest firm in the
United States. Their areas of practice encompass the full range of corporate legal services,
including corporate governance and compliance, securities, mergers and
acquisitions, litigation, labor and employment, intellectual property and IP litigation, and tax.
[Customer Name] is committed to being involved partners in the communities in which they live
and work.
[Customer Name] is a leading innovator in providing legal and related business services, and is
also an award-winning technology trendsetter, supplying cutting-edge connectivity between their
attorneys and clients. [Customer Name] realizes that a high cost exist within the way they
maintain their printer fleet. [Customer Name] desires to have OfficeMax take over the day to
day maintenance and management of their printer fleet. On a quarterly basis, OfficeMax will
provide detailed reviews of the printer fleet usage, service history, and share possible ways to
increase efficiency and productivity within the printer fleet. This information will give the
[Customer Name] procurement and IT groups sufficient “facts” to make recommendations to
Senior Management within [Customer Name].
Specific goals for [Customer Name] to:

 Get out of the printer repair business

 Understand the behavior around printing (black and white vs. color, usage patterns)
 Investigate potential cost savings
 Develop a sustainable process to manage and maintain the output infrastructure going
forward
[Customer Name] has agreed to allow OfficeMax to deploy print auditing software to assist in
the capture of monthly volumes for billing, consumable status, and proactive printer
management. The software that will be deployed will be a Data Collection Agent (DCA) to
capture all networked printers and a Print Agent for all direct connected printers (local printers).
This will assist in the gathering of detailed information on user patterns, job sizes, volumes and
local printer activity. With this information, proper utilization and placement of equipment can be
determined to make sure the fleet is properly sized to maximize efficiency and productivity.
This document will serve as the Statement of Work (SOW) for OfficeMax to deliver a Managed
Print Services program for [Customer Name]. It defines the project scope, deliverables,
proposed schedule, and assumptions as well as specific roles and responsibilities for both
[Customer Name] and OfficeMax.
This document is intended to clearly capture and communicate the Print Management program
expectations of [Customer Name] and OfficeMax so that all objectives are fully understood and
successfully achieved. Any work, which is not explicitly listed within this document is out of
scope, and will be addressed in a separate proposal which could result in additional cost.

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[Customer Name] – Managed Print Services Agreement
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Managed Print Services Scope

OfficeMax will use a combination of manual device inventories and SNMP print management
utilities to capture output information at the initiation of the Print Management contract. Upon
the completion of the initial assessment of the fleet, all equipment will be brought up to proper
working condition and the cost associated for this will be the responsibility of OfficeMax. Once
the fleet has been assessed and all necessary repairs have been performed, OfficeMax will
provide Quarterly reviews of the fleet’s performance including service history and usage reports.

Items which are out of scope include:

 Copier fleet maintenance and usage tracking
 Detailed end-user usage statistics

Managed Print Services Program Deliverables

With this contract, OfficeMax commits to [Customer Name] to provide an All-Inclusive (toner,
parts, and labor) National Print Management Program as detailed below:

 All Inclusive Printer fleet maintenance (toner, parts, and labor)

 Average four (4) hour response time for on service calls per device
 Provide [Customer Name] with an average response time per location and nationwide at
Quarterly Business Reviews
 OfficeMax will update, daily, [Customer Name]’s Track-It help desk system
 Cancelation for Convenience – [Customer Name] and Lardner LLP has the ability to
cancel this agreement with or without cause, from the first day service is provided with a
180 day service termination period. This cancellation is without penalty
 Output volume & utilization trend reports (from data collection and analysis work via FM
Audit software)
 Document output cost statistics
 Output device utilization statistics
 Output device floor plan maps – current state (optional)

Additional Program Features

 Recommendations for output device optimization (quarterly)
 Recommendations for continual monitoring of output-related infrastructure
 Recommendations for process improvement of output device and consumable
acquisition practices
 Recommendations for process improvement of service and support practices

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[Customer Name] – Managed Print Services Agreement
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Project Responsibilities and Assumptions

[Customer Name] Responsibilities
 Identify a resource to serve as the [Customer Name] Project Manager, who will perform
the following functions:
o Serve as the interface between OfficeMax and [Customer Name] resources
participating in the initial implementation of the contract
o In cooperation with the OfficeMax Project Manager, coordinate and administer
Project changes
o Obtain and provide information, data, decisions and approvals within mutually
agreed time constraints
o Assist in resolution of program issues and escalations within [Customer Name]
o Provide access to the required hardware and staff at the initiation of the program
o Review and approve all program deliverables
 Provide electronic versions of site floor plans depicting user office space (for device floor
map development)
 Provide access to end-users for Local Agent installation (direct connected printers only)
 Provide access to Designated Site(s) for manual inventory and assessment of printer
fleet during the initial implementation of the Managed Print Services program
 Provide the list that [Customer Name]’s Help Desk uses to validate a Printer Service Call

OfficeMax Responsibilities
 All Technicians that will service a [Customer Name] location and their Dealer Principles
will sign an approved (by [Customer Name] and OfficeMax legal) Confidentiality
Agreement prior to servicing any [Customer Name] and Lardner LLP location
 Provide a list of the servicing entity that will be servicing each [Customer Name] and
Larnder LLP location
 Inventory of all network connected printer devices at the Designated Site(s)
 Analysis of output volume & utilization trends at Designated Site(s) - Quarterly
 Analysis of historical device & consumables purchasing records to determine page costs
- Quarterly
 Analysis of service / maintenance records on printer fleet for Designated Site(s) -
Quarterly
 Monthly volume reports

Assumptions
 [Customer Name] will allow authorized OfficeMax employees access to all buildings and
locations covered by this contract from 8:00 AM to 5:00 PM (Local Time), Monday
through Friday or any other time required as mutually agreed upon by both parties. Any
areas of high security or hazard should be made known to OfficeMax prior to the
implementation of the Managed Print Services program
 OfficeMax is not liable for any loss of data during or as a result of the Project
 Project pricing is based on the Scope of Work defined within this document. Any work
beyond the defined Scope of Work may require additional costs in labor and materials
 Any changes to the Scope of Work defined above must be made in writing with a Project
Change Request Form. Verbal requests are not valid

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 [Customer Name] – Managed Print Services Agreement
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Issue Resolution Procedure

[Customer Name] requested that OfficeMax take over the day to day maintenance of the entire
printer fleet. As a result of this, the below Issue Resolution procedure has been designed for
[Customer Name] to meet or exceed their expectations for a Managed Print Services program.

End-users will call Foley and Lardner LLP Help Desk

and the Foley Help Desk will validate the call and
escalate to Toshiba
Call if it is a1Break/Fix
Level
Support
scenario st
3 Level rd

Validatio Support
n Escalate to
Service
Printer Manager
Issue
End-User Foley Toshiba Escalate to
Calls Foley Help Help Business In-Touch Issue
Desk Desk Solutions Center Resolved
Validate Network
s the call Issue Provide
Loaner Unit

If the end-user is not available, the technician is to use the plotted floor plan to proceed to the
down device. Upon completion of the repair, the technician can have the [Customer Name]
receptionist for that location sign off and close out the OfficeMax ticket. In addition to the above
process, the OfficeMax dispatch will take on the task of updating the [Customer Name] Track-It
system at the end of each working day to close out the [Customer Name] ticket.

Project Change Order Process

Changes in scope, deliverables or any other input or output that materially impacts the Project
must be tracked and formally managed.

Once a change condition is identified, there are three (3) steps involved with Project change
management:
 Submittal of Change Request Form (CRF)
 Approval / Rejection of CRF
 Modification / Adjustment of Project if required

The CRF process is executed by the OfficeMax Project Manager in cooperation with [Customer
Name] Project Manager.

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[Customer Name] – Managed Print Services Agreement
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OfficeMax Commitment
OfficeMax’s MPS Division is committed to providing our customers with the highest level of
customer service. A Statement of Work is part of every project we engage in; not only to
provide the customer with details of services to be provided, but to ensure accuracy of the
project and that the customer’s needs are properly met. Until the SOW is signed, no work or
billing will ever take place.

We look forward to working with [Customer Name] in this important project. OfficeMax, a leader
in the imaging industry, has the technical and business know-how to assist [Customer Name]
with this effort. If you have any questions about this proposal, please contact James Esparcia
directly.

James Esparcia
MPS Division

E-Mail: jamesesparcia@OfficeMax.com
Telephone: (630) XXX-XXXX

Address: OfficeMax
MPS Division
263 Shuman Blvd
Naperville, IL 60563

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[Customer Name] – Managed Print Services Agreement
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Appendix A – Equipment List

Equipment Covered by this Agreement: (Group A)

(The Equipment listed below is covered under the terms and conditions of the MPS Print Management
Agreement and will be billed at the Group A billing rate). Equipment not listed upon execution of this
agreement will not be excluded from maintenance. These units can be added or removed on an
adhoch basis in writing and become part of the Master Agreement with an add/remove addendum
being approved by both parties. In the absence of an executed addendum, parts and hourly
marketplace labor rates will be invoiced.

Printer Model Serail Number Location

HP LaserJet P4015dn CNDY335998 Boston
HP LaserJet 4350n CNGXJ22312 Boston
HP LaserJet P4015dn CNDY336007 Boston
HP LaserJet P4015dn CNGXG49582 Boston
HP LaserJet 4350n CNGXC28671 Boston
HP LaserJet P4015dn CNDY237000 Boston
HP LaserJet 4350n CNGXG37963 Boston
HP LaserJet 4350n CNRXB96578 Boston
HP LaserJet 4350n CNRXJ72131 Boston
HP LaserJet 4350n CNRXJ72284 Boston
HP LaserJet 4350n CNRXL63205 Boston
HP LaserJet 4350n CNRXG64983 Boston
HP LaserJet 4350n CNGXB50185 Boston
HP LaserJet 4350n CNGXF76833 Boston
HP LaserJet 4350tn CNRXS06570 Boston
HP LaserJet 4350n CNGXF67870 Boston
HP LaserJet 4350n CNRXB97754 Boston
HP LaserJet 4350n CNRXR07257 Boston
HP LaserJet 4350n CNRXL49882 Boston
HP LaserJet 4350n CNRXG68476 Boston
HP LaserJet 4350n CNRXL54742 Boston
HP LaserJet P4015dn CNDY336005 Boston
HP Color LaserJet 5550 JPSC9DP08W Boston
HP LaserJet 4700c JP4LD02462 Boston
HP LaserJet 4350n CNRXG64946 Boston
HP LaserJet 4350n USBXS18393 Boston
HP LaserJet P4015dn CNDY261670 Boston
HP LaserJet P4015dn JPDF206544 Boston
HP LaserJet P4015dn JPDF202790 Boston
HP LaserJet 4350dn CNRXJ84923 Boston
HP LaserJet P4015dn JPDF202791 Boston
HP LaserJet 4350n CNGXG37958 Boston
HP LaserJet 4350n CNGXB50181 Boston
HP LaserJet P4015dn CNDY193330 Boston
HP LaserJet 4350n CNGXC40664 Boston
HP LaserJet 4350n CNGXD80433 Boston
HP LaserJet 4350n CNGXG17474 Boston
HP LaserJet 4350n CNGXJ05751 Boston
HP LaserJet 4350n CNGXF17474 Boston
HP LaserJet P4015dn JPDF200221 Boston
HP LaserJet P4015dn JPDF200024 Boston
HP LaserJet 4350n CNGXD80397 Boston
HP LaserJet 4350n CNRXC90829 Boston

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[Customer Name] – Managed Print Services Agreement
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Printer Model Serail Number Location

HP LaserJet 4350tn CNGXL27135 Boston

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 [Customer Name] – Managed Print Services Agreement
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Managed Print Services Contract – Signature Page

OFFICEMAX
PAGE SMART PRINT MANAGEMENT AGREEMENT

Customer Bill-To Information:

Customer Name Billing Contact Name
[Customer Name]
Customer Address (line 1) Billing Contact Phone #
321 N. Clark St.
Customer Address (line 2) Billing Contact e-mail

City, State, Zip Code Billing Contact Fax #

Chicago, IL 60654-5313
Agreement Information:
Length of Term: ___36________ months Billing Cycle: Base __Monthly_ Overages: __Quarterly_

Items included in the Cost Per Page Charge:

Toner On-Site Service Labor Service Parts (excluding PM Kits, Preventative Maintenance Kits,
Drums & Fusers Drums, Fusers, Assemblies
Included_____ Included_____ Included_____ Included_____

Payment Terms: All payments are exclusive of sales and use tax.
Group A (see attached Equipment Schedule which is incorporated herein by reference):

Estimated Base Use Charge: $ 12,345_______________ Use charges shall be adjusted quarterly based upon actual usage
and a credit or debit applied within 30 days. The Estimated Base
Use Charge shall be adjusted annually to reflect the average
Charges per Page use for the prior three (3) months.
$ 0.0134 per Black Page $ 0.0789 per Color Page

Pages Included in Estimated Base Use Charge:

Black Pages: __3,000,000___ Color Pages: __100,000___

Accepted by:
[Customer Name] OfficeMax

By By

Title Title

Printed Name/Title Printed Name/Title

Date Date

THIS AGREEMENT CONTAINS PROVISIONS SET FORTH ON THE NEXT PAGE, ALL OF WHICH ARE
MADE A PART OF THIS AGREEMENT. THE ATTACHED MANAGED PRINT SERVICES

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[Customer Name] – Managed Print Services Agreement
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AGREEMENT, DATED______________, IN ITS ENTIRETY ARE MADE PART OF THIS

AGREEMENT

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[Customer Name] – Managed Print Services Agreement
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A. SCOPE OF SERVICES: The charges established by this
Agreement include payment for maintenance by OfficeMax
(hereafter referred to as “OFFICEMAX”) (during normal
business hours): inspection, adjustments, parts replacement,
drums and cleaning material required for the proper operation as
determined by OFFICEMAX. Paper and staples must be
separately purchased by customer. It is understood that the scope
of services shall include only those items checked and initialed
by the customer on the face page of the Agreement. No other
services shall be expected or required.
B. ADVANCE INSPECTION: OFFICEMAX reserves the right to
inspect all equipment to be covered under this Agreement to
determine its mechanical condition. Equipment that is identified
as requiring immediate repair will be identified to Customer.
C. REMEDIAL MAINTENANCE: During the term of this
Agreement, OFFICEMAX agrees to perform the maintenance and
repair that will keep the Equipment in good working order and
condition, normal wear and tear excepted. If OFFICEMAX is
notified by Customer during the term of the agreement that the
equipment is not in good working condition, OFFICEMAX will,
during OFFICEMAX's established service hours, make necessary
adjustments and repairs including replacement of parts.
OFFICEMAX's service hours are 8:00 a.m. to 5:00p.m. (local
time) Monday thru Friday, excluding holidays. OFFICEMAX may
from time to time adjust these hours as may be required in the
course of business, at which time the customer will be advised.
Service at times other than OFFICEMAX established service
hours may be furnished on an "as available basis" at published
rates then in effect. Replacement parts may have been used and/or
reconditioned. Parts that have been replaced will remain the
property of OFFICEMAX.
D. SERVICE LIMITATIONS: Customer agrees OFFICEMAX will
not be required to make adjustments, repairs or replacements made
necessary resulting from (I) unauthorized third parties performing
any maintenance, repair or replacement, (ii) Customer modifying,
relocating, damaging (including without limitation, unavoidable
accidents), abusing or misusing the Equipment (including without
limitation, or other substance in the machine), and the breaking of
lids, hinges, cassettes, etc., (iii) unauthorized Equipment alteration
and tampering, or interconnection with non-compatible
Equipment, (iv) placing the Equipment in an area that does not
conform to OFFICEMAX space, electrical and environmental
requirements, or (v) failure of improper telephone or electrical
power, (vi) Acts of God, lightning or other incidents of excess
voltage or power surges, or (vii) Customer using toner, drum,
processing units, ink, film, etc., from any other source other than
the service provider, due to improper conditions of the
environment such as excessive dust, chemical residues, abnormal
high or low temperatures. If OFFICEMAX provides maintenance
made necessary resulting from any of the above listed occurrences
or other work not covered under the foregoing remedial
maintenance obligation, such maintenance shall be billed to
Customer (and shall be due and payable in full upon receipt of
invoice) at OFFICEMAX's then current rates for labor and parts.
Customer agrees that OFFICEMAX will not be required to make
adjustments, repairs, or replacements if OFFICEMAX is not
provided reasonable access to the Equipment
E. TONER: Toner-inclusive contracts are based on manufacturer
supply consumption rates. OFFICEMAX will determine and
deliver supplies in accordance with agreed upon usage. Toner may
be OEM original or Encompass branded cartridge for Black &
White devices and OEM branded cartridge for Color devices.
F. RELOCATION: Customer agrees to notify OFFICEMAX of any
moves or removal of equipment as well as the addition of new
equipment to be added to this Managed Print Services contract.
CUSTOMER RESPONSIBILITY: Customer will be
responsible for daily care and cleaning of the Equipment,replacing
toner cartridges, and clearing jams, etc., (where applicable).
G. LIABILITY LIMITATION: OFFICEMAX's total liability is
limited to repair and maintenance of this agreement.
OFFICEMAX CONFIDENTIAL AND PROPRIETARY
OFFICEMAX will not be held liable to Customer or any other
party for any personal injury or indirect, consequential damage,
including, but not limited to, loss of use, revenue or profit.
OFFICEMAX will not be liable for any delay or failure to perform
it's obligations due to any cause beyond it's reasonable control,
including without limitation, performing services at a location
deemed by OFFICEMAX as hazardous to health and safety, acts
of God or government, labor difficulties or failure of improper
transportation, telephone or power. In no event shall
OFFICEMAX be liable for loss of data resulting in delays in
supplying service, repair of, or attempts to repair the Equipment
by Customer or by agents, representatives, or employees of
OFFICEMAX.
H. TAXES: Customer shall be responsible for all sales tax, use tax or
other taxes (including without limitations personal property taxes
accessible on the Equipment) and fees charged relative to this
agreement. Customer agrees to reimburse OFFICEMAX for all
amounts paid or payable by OFFICEMAX in discharge of the
foregoing taxes. Customer shall not be responsible for taxes based
on OFFICEMAX's gross or net income.
I. DEFAULT: Either party shall be in default under this agreement
if either party breaches any term or condition included in this
agreement and fails to cure any such breach within ten (10) days,
The non-defaulting party reserves the right to terminate this
agreement with thirty (30) days written notice.
J. NOTICES: Notices required under this agreement shall be
written and sent to OfficeMax, 263 Shuman Blvd., Naperville,
IL 60563, with a copy to OFFICEMAX, Legal Department,
263 Shuman Blvd., Naperville, IL 60563 and to the Customer at
the "bill to address" identified on the front side of this agreement.
All notice will be effective upon date of postmark.
K. JURISDICTION: This agreement shall be interpreted and
enforced according to the laws of the State of Illinois.
L. INDEMNITY: With respect to, arising from, or in connection
from this agreement, or from manufacture, maintenance, repair or
use of any Equipment, Customer agrees to indemnify and hold
harmless OFFICEMAX and it's agent, representative, and
employees from and against any and all claims, liabilities,
damages, demands, cost and expenses of every kind and nature
(including reasonable attorney's fees) arising from any injury or
damage to any person, property, or business, excluding, however,
any of the foregoing resulting solely from the negligence or
misconduct of OFFICEMAX or it's agents, representatives or
employees.
M. METER READINGS: Customer agrees to provide
OFFICEMAX with accurate meter readings based on the billing
term from the front of the agreement, or if mutually agreed upon,
to provide OFFICEMAX with timely access to all Equipment so
that OFFICEMAX may obtain meter readings as required. . If
accurate meter readings are not provided, or if timely access is not
provided, OFFICEMAX reserves the right to estimate the meter
reading from previous meter readings.
N. RENEWAL/TERMINATION: Unless otherwise indicated, this is
a 36 month contract that will renew yearly after the initial period
unless cancelled by customer in writing, thirty (30) days prior to
renewal date. Said automatic renewal is to provide uninterrupted
coverage to Customer. This agreement is subject to acceptance by
OFFICEMAX and will remain in force until cancelled as stated
above.
O. ASSIGNMENT: This contract is for the sole benefit of the
Customer whose name appears on the front hereof and cannot be
assigned by the customer to any further owners of the covered
Equipment
P. CONFIDENTIALITY CLAUSE: OFFICEMAX recognizes
that it must conduct its activities in a manner designed to protect
any information concerning Customer, its affiliates or clients
(such information hereinafter referred to collectively as
"Customer Information") from improper use or disclosure.
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 [Customer Name] – Managed Print Services Agreement
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OFFICEMAX agrees to use their best efforts to treat Customer

Information on a confidential basis. OFFICEMAX agrees not to
disclose any Customer Information to any person, firm or
corporation except to OFFICEMAX employees or holder of
Owner's interest who have a need to know such Customer
Information to perform the services contemplated hereunder
without Customer's prior written consent or unless subject to
court order or subpoena.

Addendum A
Managed Print Services Agreement Execution and Implementation Contingency

This Addendum A to the Managed Print Services Agreement (the “Agreement”) is to provide
notice that both parties obligations under the Agreement are contigent upon the completion of the
following events:
A)nstallation of the OfficeMax Automated Meter Reading software tool.

B)OfficeMax personel will assist [Customer Name] IT staff with installation and
configuration of Automated Meter Reading software tool.

C) Successful deployment and validation by both partiesof software of networked

print devices discovered by OfficeMax Automated Meter Reading software tool that
are to be covered under this Managed Print Services agreement.

The above mentioned events will satisfy this contingency clause and allow for the
execution and implementation procedures of the attached Managed Print Services
Agreement to commence within 30 days of agreement authorization by [Customer
Name]

Locally connected print devices will not be consideration of this agreement for a
period of 90 days from the start date of this Managed Print Services Agreement.

[Customer Name] hereby acknowledges and agrees to use best efforts to provide and assist OfficeMax
with the validation process of the [Customer Name] equipment fleet.

Accepted by:
[Customer Name] OfficeMax

By By

Title Title

Printed Name/Title Printed Name/Title

Date Date

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