MASTER AGREEMENT

This Master Agreement ("Agreement"), dated April 12, 2013, is between

The University of Tennessee, an instrumentality ofthe State of Tennessee, with an office at 301 Andy Holt Tower, Knoxville, TN 37996("University").

Recitals:

1) The University of Tennessee, a public university system, is composed of the following:a) Campuses:

i. Chattanooga;ii. Health Science Center (located in Memphis, TN);

iii. Knoxville; andiv. Martin.

b) Institutes:i. Institute of Agriculture (which includes the University's College of

Veterinary Medicine);ii. Institute for Public Service

iii. Space Institutec) Administration:

i. University-wide Administration2) In an effort to make transactions between the parties more efficient,£^Ml| and

University intend for this Agreement to apply to all purchases made by University(including any of the campuses, institutes, and administration listed above).

3) fePHPand University will handle all future licenses by University purchase order.4) Each purchase order will specify the sites, prices, titles, dates, etc.

Agreement: The parties agree as follows:

1) Purpose: This Agreement will govern all transactions between University and^MVP"during the term of this Agreement. All Recitals listed above are incorporated herein.

2) Term:a. Term of Master Agreement: This Agreement is effective beginning April 12,2013.

This Agreement will remain in effect until terminated by either party.b. Term of Each License: Each digital site license will be specified in each purchase

order. The term, price, title, etc. of each license will be in each respective purchaseorder.

3) Termination:a. Of Master Agreement: Either party may terminate this Agreement by providing the

other party 30 days' written notice.b. Of Each License: Termination of each license will be governed by the terms of the

appropriate attached exhibit.

4) Purchase Order: fBggpigrees that it will accept University's purchase orders for allfuture transactions made during the term of this Agreement. Payment terms will be in eachpurchase order.

5) No Obligation on University to Make Purchases/Not Exclusive: The parties agree that thisAgreement does not obligate the University to make any purchases from^£g| Further,this Agreement does not create an exclusive arrangement between University andflMHP.For sake of clarity, binding commitments will be made in the University's purchase orders,as specified in each purchase order.

6) Illegal Immigrants: In compliance with the requirements of Term. Code Ann. § 12-4-124,flHHBhereby attests that it shall not knowingly utilize the services of an illegal immigrantin the United States in the performance of this Agreement and shall not knowingly utilize theservices of any subcontractor who will utilize the services of an illegal immigrant in theUnited States in the performance of this Agreement.

7) Tennessee Claims Commission: Any liability of the University to V^Mfe and third partiesfor any claims, damages, losses, or costs arising out of or related to acts performed by theUniversity under this Agreement will be governed by the Tennessee Claims CommissionAct, Term. Code Ann. §§ 9-8-301, et. seq.

8) Entire Agreement: This Agreement (including Exhibits A, B, and C) constitute the finalagreement between the parties. It is the exclusive expression of the parties' agreement on thematters contained in this Agreement. All earlier and contemporaneous negotiations andagreement between the parties on the matters contained in this Agreement are expresslymerged into and superseded by this Agreement.

9) Click-Throughs Superseded: In the event H^penters into terms of use, end useragreements, or other agreements or understandings, whether electronic, click-through, orshrink-wrap, and whether verbal or written, with University employees or other end users,such agreements shall be null, void, and without effect, and the terms of this Agreement shallapply.

10) Modification: Any change, modification, or waiver of any term of this Agreement will notbe valid unless it is in writing and signed by an authorized official of both the University and

11) Governing Law: The internal laws of the State of Tennessee (without regard to its conflictof law principles) govern all matters arising under or relating to this Agreement. Anyliability of the University to HMfeand third parties for any claims, damages, losses, orcosts arising out of or related to acts performed by the University under this Agreement willbe governed by the Tennessee Claims Commission Act, Term. Code Ann. §§ 9-8-301, et. seq.

12) Severability: If any provision of this Agreement is invalid, illegal, or unenforceable underany applicable statute or rule of law, the provision shall be deemed omitted to the extent that

Page 2 of4

it is invalid, illegal, or unenforceable. In such a case, the remainder of the Agreement shall beconstrued in a manner as to give greatest effect to the original intention of the parties hereto.

13) Waiver: The failure by either party to insist upon strict enforcement of any terms andconditions of this Agreement shall not be construed as a waiver of such right or of any otherright hereunder.

14) Relationship of the Parties: The relationship of the parties hereto shall be that ofindependent contractors. Nothing herein shall be construed to create any partnership, jointventure, or similar relationship or to subject the parties to any implied duties or obligationsrespecting the conduct of their affairs, which are not expressly stated herein. Neither partyshall have any right or authority to assume or create any obligation or responsibility, eitherexpress or implied, on behalf of or in the name of the other party, or to bind the other party inany matter or thing whatsoever.

15) Notice: All instructions, notices, consents, demands, or other communications required orcontemplated by this Agreement shall be in writing and shall be made by certified, first classmail, return receipt requested and postage prepaid, by overnight courier service with an assettracking system, or by email or facsimile transmission, shall be addressed to the respectiveparty at the appropriate mailing address, facsimile number, or email address as set forthbelow or to that of such other party or address, as may be hereafter specified by writtennotice.

The University of Tennessee:301 Andy Holt TowerKnoxville, TN 37996ATTN: Contracts

16) Force Majeure: Neither party shall be liable for any delay or failure in performing itsobligations hereunder if caused by a factor beyond such party's reasonable control, including,without limitation, acts of God, acts of terrorism, acts of government, fire or other casualty,provided the affected party makes every effort to promptly resume performance. In the eventthat the affected party cannot resume performance within thirty (30) days, then the otherparty may, without penalty or liability, terminate this Agreement upon written notice.

17) Confidentiality: University shall not use itself or reveal to any person or business,confidential or proprietary information or material gained as a result of this Agreement,except as may be required by any court of competent jurisdiction, governmental agency, law(including the Tennessee Public Records Act, Term. Code Ann. § 10-7-503) or regulation.For sake of clarity, the terms and conditions of this Agreement are not consideredconfidential.

Page 3 of 4

18) Third-Party Beneficiaries: No person or entity, other than the University andtheir successors and permitted assigns shall have any rights, remedies, claims, benefits, orpowers under this Agreement, and this Agreement shall not be construed or interpreted toconfer any rights, remedies, claims, benefits, or powers upon any third party. There are nothird-party beneficiaries of this Agreement.

Agreed:

The University of Tennessee

Signature:

Name:

Tffle:_

Date:

Signature:

Name:

Title:

Date:

Page 4 of 4

Exhibit A

Virtual Reference Library Terms and Conditions

IMPORTANT-READ CAREFULLY: This End User License Agreement ("Agreement") setsforth the conditions by which fffffffjffjfjjjjjjfjjfiiiij^ will make availableelectronic copies of ebooks ("Product") to youfthe^tnoUseF^^which Product includes^mmpwned licensed content (the "Licensed Content"), all as contained in this packageand/or made available to you via this Website. Should the End User have anyquestions/comments regarding this Agreement, please contact MHHBl at

1.0 SCOPE OF LICENSE

1.1 Subject to the End User's compliance with the terms and conditions of this Agreement,jjjjjjjgj^ereby grants the End User, a nontransferable, non-exclusive, limited right to (i)access Licensed Content, and to download, display, view and print limited and/or makelimited paper or electronic copies of citations, abstracts, individual full text or portionsthereof, only for personal, educational, scholarly or internal non-commercial use at theauthorized site or remotely by logging on to a secure network. The End User shall limitsuch use to the customary services provided to patrons and will not redistribute theLicensed Content or provide access to the Licensed Content to other libraries or third partieseither directly or indirectly, unless authorized in advance and in writing by ^HttBP-Downloading all or parts of the Licensed Content in a systematic or regular manner so as tocreate a collection of materials comprising all or part of the Licensed Content and ortransmitting (including, but not limited to, by way of e-mail, facsimile or other electronicmeans), is strictly prohibited whether or not such material is in electronic or print form.

1.2 The End User shall not: (i) except as permitted in 1.1, reproduce, copy, modify,distribute, display, transfer, sublicense, prepare derivative work(s) based on, sell,exchange, barter or transfer, rent, lease, loan, resell, or in any other manner exploit theProduct or Licensed Content; (ii) remove, obscure or alter any notice of{^^m intellectualproperty rights present on or in the Product or Licensed Content therein, including, but notlimited to, copyright, trademark and/or patent notices; or (iii) disassemble, decompile,translate, reverse engineer or otherwise reduce the Product or Licensed Content therein; or(iv) supply or fulfill requests from other institutions or libraries, a practice commonly calledInterlibrary Loan or by any other means, from the Product or Licensed Content madeavailable through this Agreement.

1.3 The End User understands that it is purchasing a copy of the Product for use inaccordance with the provisions of this Agreement. H^^palso separately offers accesssubscriptions that provide hosting and technical services. Accesssubscription services enhance your use of the Product and are subject to standardsubscription terms. Contact fMMfel witri anV questions regarding such separate accesssubscriptions.

2.0 TERMINATION

2.1 ttMBHk mav at apy time (without prejudice to its other rights or remedies)immediatel^erminate this Agreement and/or suspend access to some or all of the LicensedContent, in the event that the End User does not comply with any of the terms andconditions of this Agreement. In the event of such termination by MHBtti ^ne ^n<^ User

shall make best efforts to destroy all copies of the Product as well as any downloaded copiesof the Licensed Materials.

3.0 PROPRIETARY RIGHTS

3.1 The End User acknowledges that 4RMft owns a" right' title and interest, including,but not limited to all copyright rights therein, in and to the Licensed Content, and that theEnd User shall not take any action inconsistent with such ownership. The Licensed Contentis protected by U.S., Canadian and other applicable copyright laws and by internationaltreaties, including the Berne Convention and the Universal Copyright Convention. End Useris purchasing a copy of the Product for use in accordance with the provisions of thisAgreement, which includes a license to the Licensed Content contained therein. Nothingcontained in this Agreement shall be construed as granting the End User any ownershiprights in or to the Licensed Content.

4.0 PROTECTION AND SECURITY

4.1 The End User shall use its best efforts and take all reasonable steps to safeguard itscopy of the Licensed Content to ensure that no unauthorized reproduction, publication,disclosure, modification or distribution of the Licensed Content, in whole or in part, is made.To the extent that the End User becomes aware of any such unauthorized use of theLicensed Content, the End User shall immediately notify ^fj^§ Notification of suchviolations may be sent to( _^

Attention: General Counsel.

5.0 MISUSE OF THE LICENSED PRODUCT

5.1 In the event the End User uses the Product or Licensed Content in violation of thisAgreement, any liability of The University of Tennessee tofMBm ancl tn'rd Parties f°r anv

claims, damages, losses, or costs arising out of or related to acts performed by theUniversity under this Agreement will be governed by the Tennessee Claims Commission Act,Tenn. Code Ann. §§ 9-8-301, et. seq.

6.0 FEDERAL GOVERNMENT CLIENTS

6.1 Except as expressly authorized by^jjfjjl Federal Government clients obtain only therights specified in this Agreement and no other rights. The Government acknowledges that(i) all software and related documentation incorporated in the Product and Licensed Contentis existing commercial computer software within the meaning of FAR 27.405(b)(2); and (2)all other data delivered in whatever form, is limited rights data within the meaning of FAR27.401. The restrictions in this section are acceptable as consistent with the Government'sneed for software and other data under this Agreement.

6.2 The text files are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure bythe Government is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rightsin Technical Data and Computer Software clause at DFARS 252.277.7013 for DoD contracts,paragraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clausein the FAR (48 CFR 52.227-19) for civilian agencies, or in other comparable agency clauses.

7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES

7.1 Although (believes the Product and Licensed Content therein to be reliable,not guarantee or warrant (i) any information or materials contained in or

produced by the Product or Licensed Content, (ii) the accuracy, completeness or reliabilityof the Product and Licensed Content, or (iii) that the Product and Licensed Content is freefrom errors or other material defects. THE PRODUCT AND LICENSED PRODUCT ISPROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND AND M^DISCLAIMSANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY OR FITNESS OR A PARTICULAR PURPOSE. IN NOEVENT SHALL MH0fe BE LIABLE FOR: INDIRECT, SPECIAL, PUNITIVE ORCONSEQUENTIAL DAMAGES INCLUDING FOR LOST PROFITS, LOST DATA, OR OTHERWISE.IN NO EVENT SHALL0MBM0 AGGREGATE LIABILITY HEREUNDER, WHETHER ARISINGIN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE AMOUNT OF FEESPAID BY THE END USER HEREUNDER FOR THE LICENSE OF THE PRODUCT OR LICENSEDCONTENT.

8.0 GENERAL

8.1 Deleted.

8.2 Enhancements/Modifications of Licensed Content. From time to time, and in(sole discretion, WHHP maV advise the End User of updates, upgrades, enhancementsand/or improvements to the Product or Licensed Content, and may permit the End User toaccess and use, subject to the terms and conditions of this Agreement, such modifications,upon payment of prices as may be established byj

8.3 No Export. The End User shall not transfer or export, directly or indirectly, the Productor Licensed Content in a manner that violates law.

8.4 Deleted.

Exhibit B

SUBSCRIPTION AND HOSTING SERVICES AGREEMENT

By using the subscription-hosting services available through •BHi or bY making the services available toAuthorized Users, the Licensee agrees to comply with the following terms and conditions and Licensee shall makebest efforts to ensure that Authorized Users comply with the terms and conditions set forth herein. For purposesof this Agreement "Authorized Sites" are the Internet websites or any other remote site operated by Licensee withsecure access from which Authorized Users can obtain access to MMMP data bases and services; "AuthorizedUsers" are employees, staff, students, independent contractors and registered patrons affiliated with the Licenseeand persons with legal access to the Licensee's collections and facilities onsite ("walk-ins") and persons remote("remote users") from Licensee's physical location whose access is authenticated by a secure server or othersystems from Licensee's site or campus but not persons at remote sites or campuses with separate administrations(for avoidance of doubt, separate administrations include without limitation other schools, public libraries andcollege and academic universities). Upon requestflMM^vill provide price quotes to allow for access within siteswith separate administrations.

Use of and access tog^UJdatabases and services shall be limited to the customary services provided toAuthorized Users and shall not include providing access to other libraries or third parties, unless specificallyauthorized byjjfjjff The Licensee's Authorized Users may only access the Licensed Content (as defined below)via the Licensee's Authorized Sites using such Authorized User's personal access codes provided by the Licensee.Users may not share their access codes with others or access the Licensed Content as an Authorized User underthis Agreement other than via an Authorized Site. For example student patrons in K12 libraries or facilities usingonsite access to terminals or workstations within school premises are restricted from accessing the LicensedContent using public or state issued library identification/user cards without prior written consent offlHMfc Subcontractors, affiliates and other third party contacts of the Licensee are not defined as AuthorizedUsers under this license and as such are not granted access rights without the prior written consent ofi

1.0 License _1.1 Grant of License. CMMphereby Slants to Licensee, the non-transferable, non-exclusive right to access and

use the content provided by (HHHfvia the on-line, FTP electronic feed or CD-ROM products ("LicensedContent") as listed in the attached schedule, to download, display, view and print and/or make limited paperor electronic copies of citations, abstracts, full text or portions thereof for internal business purposes and forLicensee's Authorized Users' educational research and personal non-commercial use only. Licensee shall notuse the Licensed Content as a component of, or a basis for, a directory, database, or other publicationprepared for sale, exchange, barter or transfer, rent, lease, loan, resell for profit, distribute, alter or in anyother manner commercially exploit any data or documentation received from the Licensed Content. 9Htjjj§reserves the right at any time to withdraw from the Licensed Content any item or part of an item for which itno longer retains sufficient rights, or which it has reasonable grounds to believe infringes copyright or isdefamatory, obscene, unlawful or otherwise objectionable.

1.2 Limitation on Grant of Rights. All rights in and to Licensed Content not specifically provided to Licenseehereunder shall remain the exclusive property oi^jjjfjgand its licensors. Accordingly:a. Licensee may incorporate parts of the Licensed Content in electronic course packs and electronic reserve

collections for the use by Authorized Users but not for printed (hard) copy versions of course packs,commercial use or resale. Each such item shall carry appropriate acknowledgement of the source, listingtitle and author of the extract, title and author of the work and the publisher. Course packs in non-electronic non-print perceptible form, such as audio or Braille, may also be offered to visually impairedAuthorized Users. The Licensee shall delete or destroy all copies of such items when they are no longerused for such purpose. -Licensee may provide electronic links to the Licensed Content from Licensee's web page(s). flHBw'"assist Licensee upon request in creating such links effectively. Licensee shall make changes in theappearance of such links and/or statements accompanying such links as reasonably requested by

b.

c. Licensee, as part of the practice commonly known as "interlibrary loan," deliver a reasonable number ofcopies of Articles (including through use of Ariel or a substantially similar interlibrary loan transmissionsoftware) to fulfill requests from non-commercial, academic libraries; provided, however, that suchpractice: (i) complies with Section 108 of the U.S. Copyright Act and the guidelines developed by theNational Commission on New Technological Uses of Copyrighted Works (CONTU Guidelines); and (ii) doesnot result in systematic reproduction of the Licensed Products, any journal or issue of a journal, anyArticle, or any portion of the foregoing.

d. Authorized Users may transmit to a third party individual in hard copy or electronically, minimal,insubstantial portions of the Licensed Content for personal, scholarly or educational use, or scientificresearch but in no event may any Licensed Content be used or transmitted for commercial purposes. Inaddition, Authorized Users have the right to use, with appropriate attribution to jffjt, figures, tablesand brief excerpts from the Licensed Content in the Authorized User's own scientific, scholarly andeducational works.

e. Authorized Users who remotely access the Licensed Content may do so from home or another location,provided, that proper security procedures are undertaken by the Licensee that will prevent remote accessby unauthorized users. Licensee shall take all reasonable precautions to limit the usage of the LicensedContent to those specifically authorized by this Agreement and shall use reasonable efforts to inform itsAuthorized Users of the provisions of this Agreement. The Licensee agrees to notify (pMft 'f '* becomesaware of any of the following: (a) any loss or theft of the Licensee's passwords(s); (b) any unauthorizeduse of any of the Licensee's passwords(s) of the Licensed Content; or (c) any breach by an Authorized Userof the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement byan Authorized User, the Licensee agrees to work with^Bflj|to correct such practices. Notification ofclaims of copyright infringement regarding materials available or accessible on, through, or in connectionwith •(•(•I services may be sent to(

Mtention: General Counsel

2.0 Warranties.A.

B.

C.

D.

warrants to the Licensee and its Authorized Users, that the Licensed Content used in accordance withthis Agreement joes not infringe the copyright or any other proprietary or intellectual property rights of anyperson. fJBHBfurther warrants that it owns and has the right to make available the Licensed Content to theLicensee.HHB sna" use commercially reasonable efforts to provide continuous availability of the online LicensedContent, subject to periodic unavailability due to maintenance of the server(s), the installation or testing ofsoftware, the loading of data and downtime related to equipment, the failure of communications networks, orservices outside of control °f fHMft- fHMIi sna" use reasona^'e efforts to provide an average of 98% uptime per month. Scheduled downtime will be performed at a time to minimize inconvenience to Licenseesworldwide. _ ^Although KjJUbelieves the Licensed Content to be reliable,(M0I does not guarantee or warrant anyinformation or materials contained in or produced by the Licensed Content or the accuracy, completeness orreliability of the Licensed Content Any data or information contained in or provided in connection with theLicensed Content may be incomplete or condensed. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THISAGREEMENT, {MMMftPROVIDES THE LICENSED CONTENT ON AN "AS IS" BASIS WITHOUT WARRANTY OFANY KIND ANDlBBSBlDISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NOEVENT SHALL fHBHf BE LIABLE FOR: INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGESINCLUDING FOR LOST PROFITS, LOST DATA, OR OTHERWISE.IN NO EVENT SHALL HHHBE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIALDAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED CONTENT OR FOR THE LOSS OR

DAMAGE OR CORRUPTION OF DATA, LOSS OF PROGRAMS, LOSS OF BUSINESS OR GOODWILL, OR OTHER

DAMAGES OR LOSSES OF ANY NATURE ARISING OUT OF THE USE, OR INABILITY TO USE THE LICENSED

CONTENT, INCLUDING WITHOUT LIMITATION LOSSES ARISING FROM ANY ERRORS, OMISSIONS OR OTHER

INACCURACIES IN OR CORRUPTION CAUSED WHETHER BY TRANSMISSION PROCESSING OR OTHERWISE TO

THE MATERIAL PUBLISHED IN THE LICENSED CONTENT OR OTHERWISE MADE ACCESSIBLE THROUGH THE

LICENSED CONTENT. IN NO EVENT SHALLflHjp-IABILITY UNDER THIS AGREEMENT WHETHER ARISINGIN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE EXCEED THE ANNUAL FEE RECEIVED BYLICENSEE.

3.0 Termination.3.1 fVBAmay at any time (without prejudice to its other rights or remedies) terminate this Agreement and any

order form hereunder or in connection herewith (an "Order Form") with written notice to the Licensee in thefollowing circumstances:a. With respect to the delivery of any part of the Licensed Content from any third party (a "Source"), upon

request of such Source or immediately upon termination of MH •^agreement with such Source.b. If Licensee commits a material or persistent breach of any term of this Agreement or the terms and

condition of any Order Form and fails to remedy the breach (if capable of remedy) within sixty (60) daysof notification in writing byfHHB

c. If the Licensee willingly defaults in making payment of the fee as specified in Section 4 of this Agreementand fails to remedy such default after receiving sixty (60) days of notification in writing by

3.2 On termination, all rights and obligations of the parties automatically terminate:a. Licensee shall immediately cease to distribute or make available the Licensed Content to Authorized

Users, and shall destroy all Licensed Content locally mounted pursuant to Section 1.2b. On termination of this Agreement by the Licensee for cause,^JJJ^shall forthwith credit the proportion

of the fee that represents the paid but unexpired part of the access period.c. In the case of Licensed Content for which a fee is paid for continual or perpetual access to the materials,

on termination of_this Agreement, (otherwise than as a result of notice being given by ftMMfefor breachof contract)(dj|shall provide reasonable assistance to the Licensee as needed to enablethe Licenseeand any third party vendor engaged by the Licensee to host, and provide to Licensee and its AuthorizedUsers uninterrupted on-line Internet web-based access to the Licensed Content

d. Use of the CD-ROMs and FTP electronic feeds after subscription expiration is subject to the licensegranted under this Agreement. In the case of CD-ROM or FTP electronic feeds for which a license fee ispaid for continual or perpetual access to the materials, Licensee may retain the CD-ROM or FTP electronicfeed unless the license is terminated due to breach of this Agreement. In the event of breach of any termof this Agreement,(HpBBl may, in addition to its other legal rights and remedies, terminate the licensegranted and upon written notice of such termination Licensee shall certify the destruction of all copies ofthe Licensed Content including the CD-ROMs or FTP electronic feeds as well as any downloaded copies ofthe licensed materials.

4.0 GeneralA. Assignment, flBHMha" be permitted to assign this Agreement to an affiliate, a successor in interest or in

connection with a change of control or transfer of assets to which this Agreement relates, without the consentof the Licensee. Licensee may not assign this Agreement, or any of its rights or obligations hereunder without

IMMHBprior written consent. All provisions of this Agreement shall be binding upon and inure to thebenefit of each party's successors in interest and permitted assigns.

B.

C.

Affirmative Action, Non-Discrimination in Hiring and Employment. • Khali comply with all federal andstate laws, rules and regulations promoting fair employment practices or prohibiting employmentdiscrimination and unfair labor practices and shall not discriminate in the hiring of any applicant foremployment nor shall any qualified employee be demoted, discharged or otherwise subject to discriminationin the tenure, position, promotional opportunities, wages, benefits or terms and conditions of theiremployment because of race, color, national origin, ancestry, age, sex religion, disability, handicap, sexualorientation or for exercising any rights afforded by law.Equal Opportunity. tMMP sna" not discriminate against any individual with respect -to his or hercompensation, terms conditions or privileges of employment or discriminate in any way that would deprive orintend to deprive any individual of employment opportunities or otherwise adversely affect his or her status

an employee because of such individual's race, color, religion, sex, national origin, age, handicap, medicalcondition, sexual orientation or marital status.

D. Copyrighted Works. Except for the specific rights granted herein, all right, title and interest, includingcopyrights to the Licensed Content, are owned exclusively by 0BH03nd its licensors. All rights in respectthereof are reserved ^o^fjfjfand such licensors. Through this Agreement Licensee obtains certain limitedrights to the Licensed Content, but Licensee does not obtain or own any rights in the copyrights or any otherintellectual property rights that may be associated with such Licensed Content. All such copyrights andintellectual property rights remain the property of (HMRi anc' 'ts licensors.

E. Survival. The provisions of Sections 2 and 4 (c) shall survive the termination or expiration of this Agreementfor any reason.

Exhibit CCUSTOMER ORDER FORM

EXHIBIT A: TERMS AND CONDITIONSGeneral Provisions. This order form is subject to the terms and conditions of

|and Hosting Services Agreement and shalle byflHIHJ •JHI By issuing a

purchase order, the Customer agrees to beDQTmKyancfcomply with theseTerms and Conditions. All rights in and to the Product shall remain theexclusive property °4IHIIH| M91 its licensors. Neither Customeror any Authorized Userma^i^ornn^roally exploit the Product or portionsthereof, by any means, including without limitation, sale, exchange, barter,transfer, assignment, distribution, or, public display (ii) transfer, assign orsublicense any the rights or obligations under this Agreement, or (iii) takeany action which would obscure the copyright, trademark or otherproprietary notices contained in the Product.Delivery. Upon acceptance of this order form,flHHjjj ^^Bshall deliveraccess to the Product via the World Wide Web usinglproprietary online systems. In addition to hosted TroductsJ

vill deliver to Customer (unless otherwise agreed betweenjland the Customer) the Product formatted in a universal serial bul

drive ("USB Drive") or on media best suited the content (the "Hard Copies")as set forth onjhis Order Form. Following delivery of the Hard Copies, as

between (0HHIMHtand Customor' Customer sha" be sole|Yresponsible for all maintenance andsoftware for the Hard Copies.

support, equipment, systems and••••h/i/ill continue to provide

hosting services for the Product as seOorthiri the Hosting Agreement

Portico.• Bcooperates with Portico Digital Preservation andElectronic Archiving program ("Portico") to deliver digitized print andelectronic current content for titles for which it may have the right to do so;therefore if available and In accordance with the termination provision ofyour Agreement, (Hill V has deposited a machine-readablecommercially viable copy of the Product with Portico in order to enable youto exercise the perpetual rights under this Agreement. Your ability to accesscontent through Portico shall be governed under separate agreement

between you and Portico. •J|MMIIHHNna" not De responsible foraccessthrough Portico or its acts or omissions. Furthermore •j HfcH|H|does not warrant that all Products will be available by Portico^^Terms of Use. Customer may: make further copies of the Product inperpetuity, as necessary for purposes of preservation, refreshing, ormigration, including migration to other formats, solely to permit continuedaccess to and/or archival retention of the Product in the manner permittedhereunder; Customer acknowledges and agrees that, except for the specificrights granted herein, all right, title andinterestJncluding he copyrights tothe Product are owned exclusively by (HIPP ts licensors. All

rights in respect thereof are reserved to II HHJHfe ar|d suc^licensors. By purchasing the Product hereunder^ustomerobtains certainlimited rights to the Products pursuant to this Order Form, but Customerdoes not obtain or own any rights in the copyrights or any other intellectualproperty rights that may be associated with such Products. AIMjuchcopyrights and intellectual property rights remain the property of f MR••••hand its licensors. IHBljIHIft503" De permitted to assign this^rcferForm to an affiliate, a successor in interest or in connection with a

change of control or transfer of assets to which this Order Form relates,without the consent of the Customer. Customer may not assign thjs OrderForm, j>r any of its rights or obligations hereunder without ||MB

•MjMHkprior written consent. These Terms and Conditions shall beTmdingupon and inure to the benefit of each party's successors in interestand permitted assigns.Disclaimer. •••flHMHHfe does not guarantee or warrant anyinformation or materials contained in or produced by the Product, or theaccuracy, completeness or reliability of the Product. Any data or informationcontained in or provided ir onnection^wirti the Collections may beincomplete or condensed. AflNHMMBpROVIDES THE PRODUCT(S)ON AN "AS IS" BASIS WITrlOUT WARRANTY OF ANY KIND AND CENGAGELEARNING DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED,INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR

F1TNESSFOR A PARTICULAR PURPOSE. IN NO EVENT SHALL I••••BE LIABLE FOR: INDIRECT, SPECIAL, PUNITIVE OR CONSEQUtNTTAL

DAMAGES INCLUDINGFOIU^STPROFrrS, LOST DATA, OR OTHERWISE. IN

NO EVENT SHALL(BHMHHHrLIABIUTY HEREUNDER, WHETHERARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THEAMOUNT OF FEES PAID HEREUNDER FOR THE PURCHASE OF THE PRODUCTS.Returns. Customer's obligation to pay the fee set forth in exchange for theProduct is absolute and non-refundable.Shipping. The Product shall be delivered in current standard data formatsand on media best suited the content.MARC Records. In this Order Form, the following shall apply for access toand purchase according to the terms and conditions hereof: (i) MARCRecords may be added to group catalogs or bibliographic utilities forreference needs and for the purpose of indicating holdings but not in a waythat allows another library to download, update or otherwise use the recordsin their own catalog; nor will the group catalog or bibliographic utility providethe records as a record set to any other library or third party; (ii) As long asthe records are not exported into systems or utilities beyond those specifiedabove, there will be no additional charges for access to and use of.the MARCdata. Plans to add or export the records beyond such configurations willrequire negotiate with fll HfHHIin advance; (iii) Record transferfrom third-party vendors performed oy HP or any other media must~tre~deleted from the Customer's receiving site. Records that have been copiedfrom the transfer file and loaded into the Customer's system must be deletedfrom the Customer's FTP site and; (iv) If record transfer is performed permagnetic tapes, these tapes must be returned, after loading tottHtt|

•MJflMfcr its assigned third-party vendor. Tapes are to be returnedwitnintmrtypo) days of receipt unless otherwise authorized byf

Definitions. In this Order Form the following definitions shall apply foraccess to and purchase according to the terms and conditions hereof:

"Product" shall mean thellHHHI l 'g'ta' Archives Collection takenas a whole, that are avauablenorpuriBse in an electronic format asindicated herein; "MARC Records," digitized machine-aided readable catalogrecords; "Standing Order," the automatic delivery of the newest title and/orvolume in a series as they become available; "Authorized User" areemployees, staff, students, independent contractors, and registered patronsaffiliated with the Customer and persons with legal access to the Customer'scollections and facilities onsite (walk-ins) and persons remote (remote users)from Customer's physical location whose access is authenticated by a secureserver or other systems from Customer's site or campus. Except as expresslyprovided in this Clause, no person, individual, firm, or entity shall be deemedto be Authorized Users or granted access rights to the Product or the MARCRecords hereunder. In no event shall Customer's subcontractors, affiliatesbe deemed to be Authorized Users, without the prior written consent offl| jHjj^Hf'" eacri instance. "Hosting Fees," shall mean a fee whichHa^aeeruMicnor continual or perpetual access through!proprietary on-line systems. Hosting fees are basedProducts purchased by an individual library. Hosting fees will be capped in

accordance with •j|HHMBWhost:in(; ^ee P°llcv provided youcontinue to pay the applicable hosting fee as invoiced annually byMlHBB