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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 2 aay 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) Client-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 Pp li ns. 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 materials and services provided by, or
accessible through the ED MAP website. Provide access to timely, accurate sales
feporting 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 A
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2. Client Obligations. 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 all 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 complete
and provide to ED MAP the Purchasing Authorization Form included as
AttachmentA to this Agreement so that ED MAP may purchase on behalf of Client
from current suppliers.
Mu 1 i ion. Parties mutually agree to complete and operate by a Content
Fulfillment Plan (; .
Pricing and Payment.
(a) 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 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 external 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. Term/Termination.
(a) The term of this Agreement will expire three (3) years after the date of this
Agreement (the “Initial Term”) and shall renew automatically for three (3) additional
one-year period(s) (each a “Renewal Term” and collectively 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 5a (i-(iii)
below.
This Agreement may be terminated as follows:
i. By ED MAP, if Client fails to pay the amounts due to ED MAP pursuant to this
Agreement, which is a material breach of this Agreement, and Client has failed
to cure such breach within 10 days after receiving written notice of such breach
from ED MAP;
li 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)(ii), and the
breaching Party has failed to cure such breach within forty-five (45) days after
receiving 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 all
limitations of liability will survive the termination of this Agreement.
(d) Notwithstanding anything in this Agreement 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, regardless of whether
Party has provided notice of such financial obligation.
Le
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6. Notice. 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:
Namerrite Attention: Generel Counsel ad Chcel Admivicteatve ORicer
SchooW/Client Name_Delt. Caner Ftucation Cor ‘
Address. 45.25 Columbus Street, suite (a)
If to ED MAP:
Virginia, Beach, VA “23462-6701
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 all 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 harmless 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 entities 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.
Independent Contractors. 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).
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10. Lit itation 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 shall such failure prevent the future
enforcement of any such provision.
12. Publicity/Confidentiality. Without the prior written consent of the other Party, neither
Party shall 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 law, 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 shall 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. Force Majeure. 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 electronically, whether sent via facsimile or as attached files
(@.g., pdf), shall be acceptable to bind them.
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IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above
Pil
by the following Parties:
Client: Delta Career Education Corp. ED MAP, Inc.
By: ay Zn
\\
Name: Bott sete Name: Atty DP Sa
Title: LQ. Title: Cre
LEee
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Exhibit 1
PRICING
(a) Print Books. Client must pay ED MAP the cost of ED MAP acquiring all
textbooks and related materials 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 returned.
(d) 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
rates 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.
eg
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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 the 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.
Schools include:
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. All inventory purchased
on Client's behalf is to be used solely for use with Client.
Should ED MAP have any questions or concerns regarding this Authorization Form, please
contact the following individual at Client:
Name: 30// Mecene
Title: £1 iQ
Phone: ZIS( - 33s xd
Email: Hf Mane @ Hel te il com
Delta Career Education Corp.
By:
Name:
Lowe Ce2.—
_£, // Ala
ED MAP,
By
Name:
inc.
felNV
P Sth
Title: Clo Title Lye
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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. Eastern 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:
e 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" (e.g., fire, flood,
earthquake, tornado, etc.), interruption 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 liable for (i) all internet and network connectivity to the ED MAP
service; (ii) 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 failure(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 control of ED MAP.
Client's acts or omissions, including without limitation, any negligence, willful
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
acknowledges 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 Failure
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 failure may require more time and on-site Cisco engineers or
backbone provider emergency personnel to correct the problem. Router failure 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, the Agreement for Bookstore and Related Services shall prevail.
{ End }
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Attachment C
Content Fulfillment Plan
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 Parties wish to define the unique needs and expectations.,
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
schools at which point this Content Fulfillment Plan will be revised.
1. Solution Set:
° Miller-Motte College Online
o Hard copy new print distribution
o Use online validation site
Ship directly to students
° Miller-Motte Technical College Campuses
© with direct ship to campus, individually labeled with
. student name
. program/type
e IT department collaborate to develop an open integration for ordering during the onboarding
process
fl. 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 enrollment 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
ED 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 plus a 14.5% markup
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© 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 will provide textbook adoption list and enrollment
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:
o Print Books- acquisition cost plus a 14.5% markup
lll. 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. Expectations
of ED MAP
° 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 availability 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:
o Reports regarding
. Stock levels, student orders, shipping information, inventory orders, re-orders,
obsolete inventory and other similar items
© Faculty desk copy support
© Financial Aid 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 choice of materials
. Merchandise purchase opportunities
o 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 Corporation (Client)
Maintain and provide academic calendars, enrollment projections and updates, and book and
course lists
Meet agreed-upon deadline requirements for sharing textbook adoptions and enrollment
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 Client 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:
© 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 efficiency.
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 ofan
implementation team for coordinating the bookstore services.
Preview
Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 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 2 aay 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) Client-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 Pp li ns. 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 materials and services provided by, or accessible through the ED MAP website. Provide access to timely, accurate sales feporting 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 A Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 2. Client Obligations. 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 all 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 complete and provide to ED MAP the Purchasing Authorization Form included as AttachmentA to this Agreement so that ED MAP may purchase on behalf of Client from current suppliers. Mu 1 i ion. Parties mutually agree to complete and operate by a Content Fulfillment Plan (; . Pricing and Payment. (a) 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 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 external costs. V.2.2012 Page 2 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 (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. Term/Termination. (a) The term of this Agreement will expire three (3) years after the date of this Agreement (the “Initial Term”) and shall renew automatically for three (3) additional one-year period(s) (each a “Renewal Term” and collectively 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 5a (i-(iii) below. This Agreement may be terminated as follows: i. By ED MAP, if Client fails to pay the amounts due to ED MAP pursuant to this Agreement, which is a material breach of this Agreement, and Client has failed to cure such breach within 10 days after receiving written notice of such breach from ED MAP; li 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)(ii), and the breaching Party has failed to cure such breach within forty-five (45) days after receiving 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 all limitations of liability will survive the termination of this Agreement. (d) Notwithstanding anything in this Agreement 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, regardless of whether Party has provided notice of such financial obligation. Le V.2.2012 Page 3 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 6. Notice. 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: Namerrite Attention: Generel Counsel ad Chcel Admivicteatve ORicer SchooW/Client Name_Delt. Caner Ftucation Cor ‘ Address. 45.25 Columbus Street, suite (a) If to ED MAP: Virginia, Beach, VA “23462-6701 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 all 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 harmless 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 entities 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. Independent Contractors. 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). V.2.2012 Page 4 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R4 10. Lit itation 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 shall such failure prevent the future enforcement of any such provision. 12. Publicity/Confidentiality. Without the prior written consent of the other Party, neither Party shall 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 law, 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 shall 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. Force Majeure. 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 electronically, whether sent via facsimile or as attached files (@.g., pdf), shall be acceptable to bind them. V.2.2012 Page 5 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above Pil by the following Parties: Client: Delta Career Education Corp. ED MAP, Inc. By: ay Zn \\ Name: Bott sete Name: Atty DP Sa Title: LQ. Title: Cre LEee V.2.2012 Page 6 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 Exhibit 1 PRICING (a) Print Books. Client must pay ED MAP the cost of ED MAP acquiring all textbooks and related materials 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 returned. (d) 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 rates 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. eg V.2.2012 Page 7 Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 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 the 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. Schools include: 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. All inventory purchased on Client's behalf is to be used solely for use with Client. Should ED MAP have any questions or concerns regarding this Authorization Form, please contact the following individual at Client: Name: 30// Mecene Title: £1 iQ Phone: ZIS( - 33s xd Email: Hf Mane @ Hel te il com Delta Career Education Corp. By: Name: Lowe Ce2.— _£, // Ala ED MAP, By Name: inc. felNV P Sth Title: Clo Title Lye Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 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. Eastern 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: e 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" (e.g., fire, flood, earthquake, tornado, etc.), interruption 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 liable for (i) all internet and network connectivity to the ED MAP service; (ii) 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 failure(while faulty hardware is rare, it cannot be predicted nor avoided). Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 Software viruses/bugs/laws (exploits and bugs may develop that cause security issues or downtime); Domain Name System (“DNS”) issues not within the direct control of ED MAP. Client's acts or omissions, including without limitation, any negligence, willful 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 acknowledges 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 Failure 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 failure may require more time and on-site Cisco engineers or backbone provider emergency personnel to correct the problem. Router failure 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. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 OE063 - R5 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, the Agreement for Bookstore and Related Services shall prevail. { End } Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 0E063 - RS Attachment C Content Fulfillment Plan 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 Parties wish to define the unique needs and expectations., 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 schools at which point this Content Fulfillment Plan will be revised. 1. Solution Set: ° Miller-Motte College Online o Hard copy new print distribution o Use online validation site Ship directly to students ° Miller-Motte Technical College Campuses © with direct ship to campus, individually labeled with . student name . program/type e IT department collaborate to develop an open integration for ordering during the onboarding process fl. 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 enrollment 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 ED 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 plus a 14.5% markup Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 0E063 - RS © 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 will provide textbook adoption list and enrollment 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: o Print Books- acquisition cost plus a 14.5% markup lll. 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. Expectations of ED MAP ° 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 availability 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: o Reports regarding . Stock levels, student orders, shipping information, inventory orders, re-orders, obsolete inventory and other similar items © Faculty desk copy support © Financial Aid 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 choice of materials . Merchandise purchase opportunities o 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. Franklin County Ohio Clerk of Courts of the Common Pleas- 2018 Mar 15 12:02 PM-18CV002305 0E063 - RS 2. Expectations of Delta Career Education Corporation (Client) Maintain and provide academic calendars, enrollment projections and updates, and book and course lists Meet agreed-upon deadline requirements for sharing textbook adoptions and enrollment 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 Client 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: © 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 efficiency. 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 ofan implementation team for coordinating the bookstore services.