Preview
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Agreement for Bookstore and Related Services
between
Delta Career Education Corporation
and
ED MAP, Inc,
This Agreement for Bookstore and Related Services (this “Agreement’), dated this Z say of
February, 2012, is by and between ED MAP, Inc., a Delaware corporation, having a business
address at 296 Harper Street, Nelsonville, OH 45764 (hereinafter referred to as “ED MAP"), and
Delta Career Education Corporation, having a business address at 5712 Cleveland Street, Suite
150, Virginia Beach, VA 23462 (hereinafter referred to as “Client") (collectively “Party” or
“Parties”).
WHEREAS, ED MAP is a provider of textbooks and related materials and services that include:
(a) Cliant-approved curriculum materials; (b) reports and/or services to faculty and
administrators or their designees; and (c) other merchandise items;
WHEREAS, Client desires to retain ED MAP to provide certain textbooks and related materials
and services to Client according to the terms and conditions set forth below; and
WHEREAS, ED MAP desires to provide certain textbooks and related materials and services to
Client according to the terms and conditions set forth below.
NOW THEREFORE, in consideration of the mutual benefits to be derived from this Agreement,
the Parties agree to the following:
1 . ED MAP agrees provide Client with the following services
” (Collectively “ED MAP Services”):
{a) Purchase, manage and distribute textbooks and related materials on behalf of Client
to meet the needs of Client's students as Client may reasonably request from time to
time.
(b) Provide access to and use of the OpenVue® software and other software,
documentation, websites, content and other materiais and services provided by, or
accessible through the ED MAP website. Provide access to timely, accurate sales
reporting through OpenVue® or similar software for Client and its designated
publishing partners.
(c) ED MAP will provide Client the level of service described in the Service Level
Agreement attached as Attachment B to this Agreement.
EXHIBIT 1
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jet ligat For each of Client's schools, divisions or campuses that Is designated
in a Content Fulfillment Plan executed by Client and ED MAP during the Term:
(a) Client hereby designates ED MAP as Client's exclusive and official distributor and
provider of textbooks and related materials to Client, its students, faculty and staff.
ED MAP is responsible for coordinating, with the assistance of Client, with all of
Client's suppliers of textbooks and related materials to facilitate such distributions.
(b) Client must regularly provide to ED MAP all course registration information, including
but not limited to online verification of each registration, for ail of Client's students.
{c) Client must provide, transfer and otherwise assign or pass to ED MAP all Client-
specific publishing discounts and contact information for applicable publisher
representatives. Client is solely responsible for timely notifying ED MAP of the
expiration or renewal of all third-party contracts that affect the relationship between
ED MAP and Client under this Agreement. ED MAP will notify Client if contract
expirations are communicated to ED MAP by any publisher. Client must compiete
and provide to ED MAP the Purchasing Authorization Form included as
to this Agreement so that ED MAP may purchase on behalf of Client
from current suppliers.
Parties mutually agree to complete and operate by a Content
wa Plan Oe asbmant).
Pricing and Payment.
{@) ED MAP will charge Client, as applicable, the cost of shipping ail textbooks and
telated materials to Client's students via either UPS, the United States Post Office or
similar carrier. Such cost is based on standard carrier rates that vary according to
shipment weight, distance, insurance fees, fuel surcharges, packaging requirements,
tush delivery and transit customer service among other expenses.
(b) Client must pay any outstanding invoices within thirty (30) days of receipt of the
invoice. Invoices will be sent weekly. Failure to pay within forty-five (45) days may
result in delay of future shipments. Any amounts not paid within the payment term
shall bear interest at the lesser of 1.5% per month or the highest amount allowed by
law. Should Client opt to pay using a credit card, a processing fee of 2.5% will be
added to any amount due. Client must pay ED MAP for all charges, collection fees,
expenses, payments of money and reasonable attorneys’ fees that ED MAP incurs
while attempting to obtain any past due payments from Client.
(c) Client must pay fees associated with redirects, intercepts, retum to vendor
shipments, address changes and return labels, which fees are subject to change
based on internal and extemal costs.
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(d) The Parties agree to the terms of Exhibit 1 with respect to all textbooks and related
materials, and is incorporated herein by reference.
5. Tenn/Termination.
(a) The term of this Agreement will expire three (3) years after the date of this
Agreement (the “Initial Term”) and shali renew automatically for three (3) additional
one-year period(s) (each a “Renewal Term” and collectivety with the Initial Term, the
“Term”) unless either Party gives notice to the other in writing, within ninety (90)
days before the expiration of the Initial Term or any Renewal Term, of its desire to
terminate this Agreement, unless terminated as set forth in Sections Sa (j)-(Ii))
below.
This Agreement may be terminated as follows:
i. By ED MAP, if Client fails to pay the amounts due te ED MAP pursuant to this
Agreement, which is a material breach of this Agreement, and Client has falled
to cure such breach within 10 days after receiving written notice of such breach
from ED MAP;
ih By either Party, if the other Party has committed a material breach of this
Agreement, other than those described in Sections 5(a)(i) and 5(a)(iii), and the
breaching Party has failed to cure such breach within forty-five (45) days after
recelving written notice of such breach from the non-breaching Party; or
iii. By either Party, immediately upon written notice, if (i) all or a substantial portion
of the assets of the other Party are transferred to an assignee for the benefit of
creditors, to a receiver, or to a trustee in bankruptcy, (ii) a proceeding is
commenced by or against the other Party for relief under bankruptcy or similar
laws and such proceeding is not dismissed within 60 days, or (iii) the other Party
is adjudged bankrupt,
(b) If this Agreement is terminated for any reason, either Party may offset any monies
due and not yet paid against any financial obligation owed the other Party,
regardless of whether Party has provided notice of such financial obligation.
(c} Notwithstanding anything in this Agreement to the contrary, the provisions of this
Agreement that require confidentiality, Client's Indemnification obligations, and ail
limitations of liability will survive the termination of this Agreement.
(8) Notwithstanding anything in this Agreemant to the contrary, no termination of this
Agreement will affect either Party's duty to pay any financial obligation owed by the
other Party prior to the effective date of such termination, regardiess of whether
Party has provided notice of such financial obligation.
AL
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6. ice. Any written notice required or permitted to be given by either Party is sufficient if
delivered to either Party at the addresses shown below via overnight delivery or via
personal delivery.
If to Client:
Namesrite__Attention Generel Counzel and Chel Admanstabre
Okicer
School/Client Name. He. Eu. ’
Address. 4525 Columbus Street ite 10}
Virgiae Beach, VA “23482-0670!
If to ED MAP:
Kerry Pigman/COO
ED MAP, Inc.
296 Harper Street
Nelsonville, OH 45764
indemnification and Insurance.
(a) ED MAP agrees to indemnify, defend, and hold harmless Client and its officers,
agents and employees against ail liability, loss and costs arising from actions, suits,
claims or demands attributable to acts or omissions constituting gross negligence of
ED MAP or its officers, agents and employees, in performance of this Agreement.
(b) Client agrees to indemnify, defend, and hold harmtess ED MAP and its officers,
agents and employees against all liability, loss and costs arising from actions, suits,
claims or demands attributable to acts or omissions constituting gross negligence of
Client or its officers, agents and employees, in performance of this Agreement, or for
any actions, suits, claims or demands related, in any way, to ED MAP’s authorized
use of Client's Logo(s).
(c) Each Party to this Agreement has purchased and will maintain insurance policies of
the type and in the amounts customarily carried by entitles conducting business
similar to ED MAP and Client, respectively, and such policies are sufficient for
compliance with all applicable laws to which each Party is bound,
Entire Agreement. This Agreement and its Attachment(s) and Exhibit(s) constitutes the
entire agreement between the Parties, and no verbal or written prior or
contemporaneous statement or representation of any sort made by any Party shall be
effective or valid for any purpose whatsoever. This Agreement may be amended only
upon the mutual consent of all Parties in writing.
\ . The Parties are executing and performing this Agreement as
independent contractors, and each Party shall be solely responsible and liable for the
actions, or inactions, of its agents, personnel, employees and contractors (working on
such Party's behalf).
A STE
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10. Limitation of Liability. EXCEPT FOR CLAIMS RELATING TO EITHER PARTY'S
BREACH OF THE SECTION “INDEMNIFICATION AND INSURANCE,” NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR LOSS OF
GOOD WILL) ARISING UNDER OR IN CONNECTION WITH A BREACH OR ALLEGED
BREACH OF THIS AGREEMENT, EVEN IF SUCH OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES AND COSTS
PAYABLE TO THIRD PARTIES SHALL BE CONSTRUED AS DIRECT DAMAGES.
NOTWITHSTANDING THE FOREGOING, ED MAP’S TOTAL LIABILITY FOR ANY AND
ALL CLAIMS ARISING HEREUNDER UNDER ANY THEORY, INCLUDING WITHOUT
LIMITATION BREACH OF CONTRACT, TORT, STATUTORY OR OTHERWISE SHALL
NOT EXCEED AN AMOUNT EQUAL TO THE PROFIT EARNED BY ED MAP FROM
THIS AGREEMENT DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE
EVENT FOR WHICH RECOVERY IS BEING SOUGHT.
1 Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not
in any way be affected or impaired. The failure of any Party to enforce any provision of
this Agreement is not a waiver of such provision, nor shail such failure prevent the future
enforcement of any such provision.
12. Publigity/Confidentiality. Without the prior written consent of the other Party, neither
Party shail disclose the terms and conditions of this Agreement or any of the other
Party's intellectual property, except disclosure may be made as is reasonably necessary
to the disclosing Party's bankers, attomeys, or accountants or except as may be
required by faw, pursuant to a court or administrative order or regulatory inquiry, or as
such Party deems necessary to perform this Agreement. Either Party is permitted to
make a public announcement of the existence and scope of this Agreement with the
consent of the other Party. Anything in the foregoing to the contrary notwithstanding,
ED MAP shail have the right to include Client in lists of ED MAP clients which ED MAP
makes available to the public, with Client's prior approval.
13. Governing Law. This Agreement is governed in all respects by the laws of the State of
Ohio, without regard to conflict of law principles. Both Parties consent to the jurisdiction
of any federal court or state court within Franklin County, Ohio for any disputes arising
out of this Agreement.
14. ir Except for the obligation to make payments, nonperformance of either
Party shall be excused to the extent that performance is rendered impossible by, fire,
flood, governmental acts or orders or restrictions, or any other reason where failure to
perform is beyond the reasonable control of the non-performing Party.
15. Duplicate Originals. This Agreement, Attachments, and Exhibits may each be executed
in one or more counterparts, each of which shall be deemed to be a duplicate original of
this Agreement, Attachments and Exhibits. Furthermore, ED MAP and Customer agree
that signature transmitted electronicaily, whether sent via facsimile or as attached files
(6.9., pdf), shall be acceptable to bind them,
cana
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above
Py
by the following Parties:
Client: Delta Career Education Corp. ED MAP, Inc.
By: Aa Lae By:
NY
Name: L shh 2 Name: Bitty DP Sat
Title: LL Title: oY
A
Rc
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Exhibit 1
PRICING
(a) Print Books. Client must pay ED MAP the cost of ED MAP acquiring alt
textbooks and related materiais ordered by Client plus 14.5% of the Net
Acquisition Cost for new books. The Net Acquisition Cost fluctuates based on
the current market for textbooks and related materials and prices that are set
by publishers and vendors outside the control of ED MAP.
(b) eBooks. The price for CourseSmart eBooks is set by each publisher. ED
MAP does not mark-up these prices. Client must pay to ED MAP the Net
Acquisition Cost of all VitalSource eBooks plus $8 per eBook. Client must
also pay any third-party fee associated with any eBook purchase. Distribution
of ancillary materials priced separately.
() Restocking Fee. If during a semester (or other academic period of Client),
Client returns to ED MAP textbooks or related materials with a Net Acquisition
Cost that exceeds 15% of the Net Acquisition Cost for the total amount of
textbooks and related materials sent to Client during the relevant semester (or
other academic period of Client), then ED MAP reserves the right to charge
Client a restocking fee of 10% of the Net Acquisition Cost of the textbooks and
related materials retumed.
(a) Freight. ED MAP will charge Client, as applicable, the cost of shipping all
textbooks and related materials to Client's students via either UPS, the United
States Post Office or similar carrier. Such cost is based on standard carrier
fates that vary according to shipment weight, distance, insurance fees, fuel
surcharges, packaging requirements, rush delivery and transit customer
service among other expenses.
Client must pay fees associated with redirects, intercepts, return to vendor
shipments, address changes and return labels, which fees are subject to
change based on internal and extemal! costs.
(e) Merchandise. Client must pay ED MAP the cost of ED MAP acquiring all
Merchandise ordered by Client plus 15.5% of the Net Acquisition Cost. The
Net Acquisition Cost fluctuates based on the current market for materials and
prices that are set by vendors outside the control of ED MAP.
(f) Distribution Charges. If ED MAP provides distribution or storage services to
Client for textbooks and related materials owned by Client, then Client agrees
to pay ED MAP for such services, according to terms and prices to be mutually
agreed-upon.
ARE PLEATS SS SASS ESSE SST CSOSA ONS
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Purchasing Authorization Form
Delta Career Education Corporation (hereinafter referred to as “Client’) hereby authorizes ED
MAP, Inc. (“ED MAP") to purchase all inventory, including textbooks and related materials, on
the behalf of tha schools, divisions or campuses listed below. Client and ED MAP have
entered into an Agreement for Bookstore and Related Services that obligates ED MAP to
purchase, distribute and fulfill all of Client's orders of textbooks and related materials. Client
authorizes and requests all Client discounts and current pricing structures to be passed on to
ED MAP for any and all future business purposes.
hy { .
Miller-Motte College Online
Miller-Motte Technical College, Gulfport, MS
Miller-Motte Technical College, Macon, GA
Miller-Motte Technical College, Roanoke, VA
Segmented Inventory:
It is the policy of ED MAP to use segmented inventory for all clients. Ail inventory purchased
on Client's behalf is to be used solely for use with Client.
Should ED MAP have any questions or concems regarding this Authorization Form, please
contact the following individual at Client:
Name: _(2¢// Neceenee
Title: £(o
Phone: JC 3 ot sed
Email: Ball Marne C Ael tes come
Delta Career Education Corp,
Name:
wee Cle
Bill V/ a
ED MAP, Inc,
By:
Name:
JPYvy
A Smith
Title: £10 Title: Le
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Attachment B
Service
Level Agreement
Service Level
ED MAP, Inc. (“ED MAP") is proud to offer an exceptional level of performance, reliability and
service. That is why we are making a commitment to our customers in the form of a Service
Level Agreement (‘SLA’) that explains the benefits of the ED MAP online services. This SLA
ensures our system reliability and performance and applies to customers of ED MAP's
eCommerce services and online client support services.
Call Center Hours
ED MAP call center hours are 8 a.m, to 10 p.m. Eastem Time, Monday through Friday and
Saturday 9 a.m. to 3 p.m. Eastern Time. These hours are subject to change, upon notice to
Client, and are not valid on ED MAP recognized holidays.
Uptime
ED MAP will maintain a 99.9% uptime service level. This uptime percentage is a monthly figure
and it is calculated solely by ED MAP’s monitoring systems or ED MAP's authorized/contracted
outside monitoring services.
Exceptions
None of the following shall be considered an ED MAP service failure:
« Any failure or deficiency of any ED MAP service caused by or associated with
circumstances beyond ED MAP's reasonable control, including, without limitation, acts
of any governmental body, war, sabotage, embargo, "Acts of God" (a.g., fire, flood,
earthquake, tornado, etc.), intarruption of or delay in transportation, unavailability of or
interruption or delay in telecommunications, internet services, or other third party
services, failure of third-party software or inability to obtain raw materials, supplies, or
power used in or equipment needed for provision of this SLA. Additionally, Client is
solely responsible and llabie for (i) all internet and network connectivity to the ED MAP
service; (il) the security of the data transmitted to the website from Client's servers,
network or personnel; and (iii) the acquisition and maintenance of all necessary
hardware, including without limitation computers, network devices, software, firewalls
and other systems required to access and use the website and ED MAP services;
Scheduled maintenance or emergency maintenance for hardware/software upgrades.
ED MAP and its third-party vendors have the right to schedule a service maintenance
that may result in significant downtime of ED MAP’s services without any advance
notice to Client. However, ED MAP will use its best efforts to provide advance
notification to Client by email or to provide service updates on ED MAP’s support desk
or website;
. Hardware fallure(while faulty hardware Is rare, it cannot be predicted nor avoided).
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Software viruses/bugs/laws (exploits and bugs may develop that cause security issues
or downtime);
Domain Name System (“DNS”) issues not within the direct contro! of ED MAP.
Client's acts or omissions, Including without limitation, any negligence, wiliful
misconduct or use of ED MAP service(s) in breach of any ED MAP acceptable use
policy, or policy and service guideline, by Client or others authorized by Client.
Connectivity
ED MAP's goal is to make the ED MAP services available to Client free of outages for 99.9% of
the time, An “outage” is defined as an instance in which Client is unable to transmit and receive
iP packets due to an ED MAP service failure for more than 15 consecutive minutes, excluding
service failures relating to the exceptions noted above. The ED MAP network does not include
Client premises equipment or any telco access facilities connecting Client's premises to such
infrastructure. ED MAP's goal is to keep Average Round-Trip Latency on the ED MAP network
to 85 milliseconds or less. ED MAP defines “Average Round-Trip Latency” with respect to a
given month as the average time required for round-trip packet transfers between the ED MAP
network and major US backbone peering points during such month, as measured by ED MAP.
ED MAP’s goal is to keep Average Packet Loss on the ED MAP network to 1% or less, ED
MAP defines “Average Packet Loss" with respect to a given month as the average percentage
of IP packets transmitted on the ED MAP network during such month that are not successfully
delivered, as measured by ED MAP.
Measurement
ED MAP will periodically monitor ED MAP network and server availability using software and
hardware components capable of measuring application traffic and responses. Client
acknowiedges that such measurements may not measure the exact path traversed by Client’s
internet connection, and that such measurements constitute measurements across the ED
MAP network but not other networks to which Client may connect. ED MAP reserves the right
to periodically change the measurement points and methodologies it uses without notice to
Client.
Hardware Fallure
Faulty hardware is rare, but cannot be predicted or avoided. ED MAP utilizes only name brand
hardware of the highest quality and performance. ED MAP will replace all faulty hardware
affecting performance levels of equipment within 48 hours, which includes hardware issues that
cause server crashes or material speed issues. Hardware failure resulting in complete
network/server outage/downtime will be corrected within two hours of problem identification;
provided, however, that router fallure may require more time and on-site Cisco engineers or
backbone provider emergency personnel to correct the problem. Router fallure is governed by
current ED MAP contracts with third party providers in regard to emergency repair services.
General
ED MAP retains the right to change or modify any or all of this SLA upon prior written notice.
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Except as set forth in this SLA, ED MAP makes no claims regarding the availability or
performance of the ED MAP network or servers. Specific terms of this SLA may be adjusted by
the accompanying Agreement for Bookstore and Related Services signed by Client. in case of
a difference of terms as between this SLA and the Agreement for Bookstore and Related
Services, tha Agreement for Bookstore and Related Services shall prevail.
{ End }
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Attachment C
lan
Between
Delta Career Education Corporation
And
ED MAP, Inc.
WHEREAS the Parties have entered into an Agreement for Bookstore and Related Services, and
WHEREAS the Partles wish to define the unique needs and expectatlons.,
NOW THEREFORE, in consultation with, and based on the unique needs of Delta Career Education
Corporation’s Miller-Motte College Online, and Miller-Motte Technical College (Roanoke, VA, Macon,
GA and Gulfport, MS campuses), ED MAP crafted the following course materials fulfillment solution.
Delta Career Education Corporation may decide to roll out the ED MAP solution to more or all of their
schoois at which point this Content Fulfillment Plan will be revised.
1, Solution Set:
° Miller-Motte College Online
° Hard copy new print distribution
© Use online validation site
© Ship directly to students
° Miller-Motte Technical College Campuses
° with direct shipto campus, individually labeled with
. student name
. program/type
. IT department collaborate to develop an open Integration for ordering during the onboarding
process
tl. Solution Detail:
ED MAP will begin distribution of course materials for Miller-Motte College Online and Miller-Motte
Technical College Campuses for the April Start.
1. Miller-Motte
College Online
. Miller-Motte College Online will provide textbook adoption list and enroliment information to
ED MAP as well as student specific information through an open Integration
ED MAP will create and manage an online validation site.
When orders are uploaded, students receive an email saying their materials are ready for them
to validate
Students will login to the online validation site and are asked to validate the orders in their
shopping cart and provide a shipping address
EO MAP will ship the orders from our warehouse to the address the student provides
Course materials will be priced as follows:
© Print Books- acquisition cost pius a 14.5% markup
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o eBooks- The price for CourseSmart eBooks is set by each publisher. ED Map does not
mark-up these prices, and still Includes all services related to eBooks, change
management, etc.; VitalSource eBooks will be priced at cost plus a $8 flat fee per book
. ED MAP will serve as a consultant on eBook projects, customized materials, merchandise, etc.
2. Miller-Motte
Technical College Campuses
e Miller-Motte Technical College Campuses will provide textbook adoption list and enroliment
Information to ED MAP as well as student specific information through an open Integration
At the agreed upon time, ED MAP will ship the orders from our warehouse in Nelsonville, OH to
the Miller-Motte Technical College Campuses, Individually
Course materials will be priced as follow:
© Print Books- acquisition cost plus a 14.5% markup
it, Operational Requirements
While the detail of operationalizing the solution will be covered during the onboarding process, below
are general expectations between ED MAP and Delta Career Education Corporation {Client).
1
° Purchase, manage and distribute textbooks and related materials on behalf of Client to meet the
needs of Client's students
Assign an account manager to assist Client with service questions, staff training and other items
related to implementing and maintaining solutions and related services for the distribution of
textbooks and related materials.
Provide students with current information regarding the status of each order
Consult with Client to establish calendars and schedules for when items will be adopted and
needed and provide availablity information to advise Client on upcoming edition changes and
availability issues
Accept returns of print textbooks and related materials up to thirty (30) days from the date
ordered if textbooks are still considered re-sellable by ED MAP. eBooks are typically not
returnable. Shipping expenses will not be refunded.
Provide access to OpenVue for:
© Reports regarding
. Stock levels, student orders, shipping information, inventory orders, re-orders,
obsolete Inventory and other similar Items
© Faculty desk copy support
© Financial Ald Vouchers & Promotions
Provide a configurable Validation Site to allow for online bookstore distribution.
© This site will provide:
. Client branding, key word search, advanced course search, order processing
configuration and client specific messaging
. Pre-loaded shopping cart
. Student cholce of materials
a Merchandise purchase opportunities
0 ED MAP will provide professional services based on time and materials for
customization requests, Any customization constructed will have an ongoing
maintenance fee of 20% of the original project fee and all customization requests will be
scoped In coordination with the Client.
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2. Expectations of Delta Career Education Comoration (Client)
Maintain and provide academic calendars, enroliment projections and updates, and book and
course lists
Meet agreed-upon deadiine requirements for sharing textbook adaptions and enroliment
projections
Provide approval for initial order quantity of Non-Returnable Inventory. Thereafter, as is
mutually agreed upon by Client and ED MAP, ED MAP will order using enrollment projections
supplied by Client, past sales Information and quantities requested by Client.
Client must provide, transfer and otherwise assign or pass ED MAP all Client-specific publishing
discounts and contact information for applicable publisher representatives. Client is solely
responsible for timely notifying ED MAP of the expiration or renewal of all third-party contracts
that affect the relationship between ED MAP and Clilent under this Agreement. ED MAP will
notify Client if contract expirations are communicated to ED MAP by any publisher.
Designate an official “Liaison” who Is responsible for obtaining and efficiently communicating
the following information to ED MAP on a regular basis:
o Booklist information in a standard ED MAP format to sufficiently supply requested
textbooks and related materials, including, but not be limited to:
Course number
Course name
13 digit print textbook ISBN
Title of course material
eISBN (If applicable)
Author
Publisher
Optional or required
Start date
End date
Resource type (print, ebook, CD, study guide, etc.)
Edition
if applicable, max/min seats for a course
Course start dates for new courses, or effective date for course
revisions, as applicable
. Messages to be posted on storefront with the course, as applicable
. Ancillary material adoptions required for courses
© The Liaison Is responsible for providing the above information to ED MAP at least
eight weeks in advance of each requested distribution start date (unless otherwise
requested). Proper layout must be utilized by both Parties for maximum effictency.
o Provide and regularly update ED MAP with the names of Client contacts responsible for key
operational areas such as curriculum development, operations, financial aid, enrollment and
marketing, and make such contacts available to participate with ED MAP as part of an
implementation team for coordinating the bookstore services.
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Amend: tet i mbar 9
T lated Services
reement for &
between
Dalia Career Education Corporation
and
€D MAP, Inc.
WHEREAS, ED MAP and Delta Career Education Corporation (‘Client’) have entered into an
Agreement for Bookstore and Related Services dated February 2, 2012 (the “Agreement’);
WHEREAS, ED MAP and Client mutually agree to amend said Agreement effective September
8, 2013;
NOW THEREFORE, in consideration of the mutual benefits to be derived from thie Amendment
#1, the Parties agree to the following:
The percentage "11.7%" is hereby substituted for the percentage “14.5%" wherever the
latter percentage appears in Exhibit 1(a) and in Atiachment C.
Exhibit 1(d) shal! be amended to add the following language - “UPS costs shall be
discounted 25% off of UPS's published rates, and ED MAP shall use only UPS to ship
textbooks and related materials to Client's students unless Cllent otherwise agrees in
writing.”.
The Purchasing Authorization Form and Attachment C shall be deemed to cover all of
Client's current echools, except Tucson College and The Creative Circus, Future
schools of focations will be added only with the mutual written consent of ED MAP and
Client.
From and after the effective date hereof, al references to “the Agreement’ in
communications between the parties shall be deemed te refer to the Agreement as
mended by this Amendment #1.
{Signature Page to Follow}
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IN WITNESS WHEREOF, this Amendment #1 has been executed as of the date first written
above by the following Parties:
Dela Dey rporation ("Cllont”) ED MAP, ino. ] p yl
By: BE. P Simfl,
Name Choe les PB Brisenad Name: Ata,
Title: Gone cel Gudsel ond Title: “Ge
Chet Conpernek Oe b> Sig A'S