Customer hereby engages LSC Communications Book LLC d.b.a. Lakeside Book Company (“Lakeside”) and Lakeside agrees to provide the Book Fulfillment Services (the “Services”) described in the Quotation (“Quotation”) that references these Terms and Conditions, for materials, printed items and other products manufactured by Lakeside or purchased by Customer directly from and supplied by third party vendors (the “Goods”) subject to the Terms and Conditions set forth below. Unless otherwise specified, the Quotation will remain in effect for a period of thirty (30) days from the date thereof. The Quotation and these Terms and Conditions shall be collectively referred to as the “Contract Terms” herein.

1. 1. Orders. Lakeside will accept purchase orders from Customer for the sole purpose of receiving information on quantities and specifications for particular orders and to facilitate the confirmation and tracking of orders for Customer. The parties hereby agree that Lakeside’s acceptance of a purchase order shall not be deemed as consent to a modification of or supplement to these Contract Terms or acceptance of any terms or conditions contained therein. Customer hereby waives any claim against Lakeside which it has or may have hereafter to the extent such claim is based on the terms or conditions contained in any purchase order, correspondence, order acknowledgement or other documentation, with the exception of this Contract Terms. No additional or different terms contained in any of Customer’s or Lakeside’s forms, correspondence, or purchase orders or orders for the Goods and Services shall be of any force or effect.
   2. Materials Furnished by Customer.
      1. Materials furnished by Customer that are to be incorporated into the Goods shall be in quantities Lakeside deems appropriate to fulfill ordered quantity of Goods. All Customer-supplied Materials shall be shipped FOB destination to the destination agreed between the parties for each Order and such destination may include facilities of subcontractors or other vendors as well as Lakeside’s own facilities.
      2. All in-bound receipt of materials and product will conform to Lakeside’s receiving process. Quantities indicated on delivery tickets received by Lakeside at its facilities (e.g., packing lists, bills of lading, etc.) will be verified based on such receiving process. The verified and accepted quantity generated by such receiving process will be the accepted quantity for receipts and inventory accuracy. Lakeside shall not be liable for the fitness of any materials furnished by Customer unless directed by Customer, at additional cost to Customer, to inspect such material for quality and condition and make corrections, repairs, or substitutions that Lakeside deems necessary. In no event does Lakeside assume responsibility for color fidelity of finished goods made from film furnished by Customer, unless proofed by Customer to Lakeside’s requirements.
   3. Distribution, Title and Risk of Loss.
      1. Title to and risk of loss for all materials provided by Customer shall be and remain with Customer at all times. Title to and risk of loss for all Goods, materials produced or sourced by Lakeside for Customer shall pass to Customer upon the earlier of Lakeside’s delivery of such to a carrier or postal service, regardless of whether the transport medium is owned and/or operated by Lakeside. If Lakeside manages third party carrier(s) transporting Customer’s products, Lakeside will assist Customer in processing claims for loss or damage in transit, but will not be liable for any denied or disputed claims.
      2. Lakeside will arrange for all shipping and handling services for the shipment of the Goods and Materials and Customer shall be responsible for payment of all charges related to the distribution of these materials including current applicable fuel surcharge at the time of shipment. Any expedited or additional services requested by the Customer will be billed as incurred. Customer shall be responsible for any staging, handling or storage costs incurred by Lakeside and may be charged an administrative charge should Customer decide to arrange for its own freight.
   4. Prices.
      1. As specified in the Quotation. Quoted prices shall be guaranteed for thirty (30) days from the date of the Quotation. Thereafter all prices shall be subject to adjustment as set forth below.
      2. Overtime. If overtime is needed to meet Customer’s delivery or quantity requirements, or if Customer changes the delivery date, quantity requirements, or any other specification that necessitates overtime after a production schedule has been agreed, Lakeside will use its best efforts to make any necessary overtime available and will charge for such overtime at its then current rates. No chargeable overtime will be worked without prior approval, and in the absence of such approval, delivery of the work will be made promptly, consistent with Lakeside capacity.
      3. Taxes. All amounts payable hereunder are exclusive of any sales, retailers occupation, service occupation, value added, use or other similar tax that may be imposed by a federal, state, municipal or other government agency in connection herewith. Customer will pay such taxes or provide Lakeside with any applicable certificate of exemption acceptable to the appropriate taxing authorities.
      4. Regulatory Changes. In the event there is an actual increase in Lakeside’s costs of performance due to a modification of local, state or federal taxes or regulations, including, but not limited to tariffs, levies, duties or other such impositions; Lakeside shall make an adjustment to the prices to fairly reflect such increased costs in performance, effective the date of the cost increase to Lakeside. In the event that such local, state or federal taxes or regulations, including, but not limited to tariffs, levies, duties or other such impositions are reversed or rescinded, Lakeside shall adjust the prices to fairly reflect such decreased costs in performance, effective the date of the cost decrease to Lakeside.
   5. Price Adjustments.
      1. Prices for Materials, labor and services are based on the price of such materials and services as of the date of the Quotation and will be adjusted based on changes in the CPI or market prices.
      2. Changes in Specifications. In the event of changes related to a modification by Customer of the specifications or order quantities of the Services, Lakeside will quote new prices for such modifications. Lakeside reserves the right to reject quantities in excess of those specified in the Quotation based on availability of space and personnel.
      3. Freight Changes. In the event published UPS package and/or LTL freight rates are changed, the rate discounts outlined will be applied to the new published freight rates.
   6. Terms of Payment
      1. Invoices for Services are payable Net 30 days from date of invoice.
      2. Interest and Collection Costs. Any payment not received when due will accrue interest at a rate of one and one-half percent (1 1/2%) per month, or the highest rate allowed by applicable law, whichever is lower, on all amounts past due as well as all charges of collection including but not limited to reasonable attorney’s fees. Failure to bill for interest due shall not constitute a waiver of Lakeside’s right to charge interest on all amounts past due to the date payment is received.
      3. Credit Review. If Customer is delinquent in its payments or if there is a substantial adverse change in Customer’s credit standing, Lakeside may, upon written notice to Customer, modify the payment terms to require full payment before the provision of Services or require other assurances to secure Customer’s payment obligations hereunder. Lakeside’s obligation to perform further work will be subject to reaching mutual agreement on revised terms.
      4. Disputed Invoices. If Customer disputes any portion of any invoice, Customer agrees to pay the undisputed portion according to its terms and will notify Lakeside promptly of the dispute. Both parties agree to use their best efforts to resolve the disputed portion of such invoice within thirty (30) days of learning of the dispute. If Customer delays completion of manufacture beyond the period contemplated by the production schedule, or if partial shipment is made prior to the completion of the entire quantity, interim billing may be made.
      5. Lien on Property. As security for payments of any sum due or to become due hereunder, Lakeside shall have the right to retain possession of, and shall have a lien on all property owned by Customer and in Lakeside’s possession, and all work in process and undelivered work.
   7. Insurance
      1. Types and Limits of Insurance- Lakeside will maintain the following insurance programs-
         1. Workers Compensation with statutory limits and Employers Liability Insurance limits of $500,000 per employee or local equivalent,
         2. Commercial General Liability Insurance providing coverage for bodily injury and property damage arising out of the Services to be performed providing limits of not less than $1,000,000 per occurrence and shall include Customer as additional Insured.
         3. Property Insurance covering Lakeside’s property and Customer’s property within Lakeside’s care, custody, and control for Replacement Cost Value of such property, including Customer as a loss payee as its interest appear.
         4. Professional Liability Insurance including coverage for wrongful acts, errors, and omissions, with limits of not less than $1,000,000 per claim.
      2. All such insurance shall be with insurance companies that maintain a rating of not less than A-VII in the most current publication of Best’s Insurance Reports published by A.M. Best Company.
   8. Inventory Shrinkage or Damage. Lakeside agrees to maintain an inventory record accuracy of at least 99.5%. For losses of inventory not covered under Customer’s insurance, Lakeside shall reimburse Customer at manufacturing cost, supported by copies of invoices as supporting documentation, for any inventory loss in excess of .5% of total inventory at the end of each calendar year.
   9. Warranty
      1. Lakeside represents and warrants that it will perform the Services in a safe, professional, and workmanlike manner consistent with agreed service standards. Lakeside further warrants that the Interim Services and the facility where they are performed will comply with all applicable laws and regulations.
      2. Customer represents and warrants that the Goods and materials it furnishes to Lakeside do not infringe any intellectual property rights of a third party, are not libelous or obscene, do not invade an individual’s right of privacy or infringe a right of publicity, and do not otherwise violate any law, including those relating to the safety or chemical content of Customer’s products. Customer will indemnify and hold Lakeside harmless from any third party claim alleging a breach of the foregoing warranties.
   10. CONFIDENTIALITY.
       1. Confidential Information. Lakeside and Customer acknowledge that each party may have access to certain of the other party’s confidential and proprietary information in connection with the work to be performed by Lakeside (“Confidential Information”). Confidential Information includes any nonpublic information that a disclosing party designates as being confidential or that, under the circumstances, surrounding disclosure the receiving party should know is treated as confidential by the disclosing party. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information, including those (1) required under this Section 10, (2) taken by such party to protect its own confidential information of similar nature and value (but no less than reasonable care) and (3) which the other party may reasonably request from time to time.
       2. Use and Disclosure. Each party will use the other party’s Confidential Information solely in connection with Lakeside’s production of books for Customer. Neither party will disclose, in whole or in part, the other party’s Confidential Information to any person, except to such party’s employees or agents who require access to fulfill such purpose. Each party will affix appropriate confidentiality and proprietary notices to its own items of Confidential Information. Neither party will remove or deface any such notice that the other party may have affixed to its items of Confidential Information.
       3. Unauthorized Use or Disclosure. Each party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable damage to the other party. If an unauthorized use or disclosure occurs, such party will take, at its expense, all steps that are necessary to recover the other party’s Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If such party fails to take these steps in a timely and adequate manner, the other party may take them at such party’s expense.
       4. Limitation. Neither party will have any confidentiality obligation with respect to any portion of the other party’s Confidential Information that (i) it independently knew or develops, (ii) it lawfully obtains from a third party under no obligation of confidentiality or (iii) is or becomes available to the public other than as a result of its act or omission.
   11. Claims, Limitation of Liability
       1. Claims. All claims for defective or damaged Goods or Services or for shortages must be made by Customer in writing fully setting forth the nature of the alleged damage or shortage, accompanied by samples demonstrating any damage, within ninety (90) calendar days after shipment from the Facility. Customer’s failure to do so shall constitute irrevocable acceptance of the Goods and Services in question and a waiver of any claim of any defect, damage or shortage. Lakeside will partner with Customer in researching and resolving claims.
       2. Remedies. Customer’s sole and exclusive remedy for Lakeside’s negligence or other tort, breach of warranty or contract or any other claim arising out of or connected with these Contract Terms shall be, as mutually agreed by the parties in advance and in writing, correction of such nonconforming Services or a credit for the value of the nonconforming Services.
       3. Exclusions. UNDER NO CIRCUMSTANCES SHALL LAKESIDE BE LIABLE FOR, LOST PROFITS OR BUSINESS OR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT, ANY STRICT LIABILITY THEORY OR ANY OTHER LEGAL OR EQUITABLE THEORY OF ANY KIND AND REGARDLESS OR WHETHER ANY PARTY MAY HAVE HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, LAKESIDE SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, ARISING FROM LOSS OR DAMAGE TO ANY MATERIALS, PRINTED ITEMS AND OTHER PRODUCTS WHILE IN THE POSSESSION OF CONTRACT OR COMMON CARRIERS.
   12. Miscellaneous
       1. Independent Parties.  Customer and Lakeside are independent parties. Nothing in this Contract Terms will be construed to make Lakeside an agent, employee, joint venture partner, partner or legal representative of Customer. Lakeside will neither have nor represent itself to have any authority to bind Customer to any obligation.
       2. Assignment. Neither party may assign this Contract Terms without the other party’s prior approval, such consent not to be unreasonably withheld, provided that Lakeside may assign all or any portion of, or any rights and obligations under, this Contract Terms to one or more of its affiliates and either party may assign this Contract Terms in connection with the sale of all or substantially all of the assets or stock of such party, or its merger with or into a third party. This Contract Terms shall inure to the benefit of and shall bind the permitted successors and assigns of the parties hereto.
       3. Import/Export Laws. If Customer directs Lakeside to ship Customer’s products to foreign destinations or to import products into the United States from another country, Customer shall comply with all laws and regulations applicable to the export or import of any such materials as well as all laws and regulations applicable to the distribution of finished product from Lakeside’s plant of manufacture to the country of importation, including but not limited to U.S. export control and U.S. and foreign country of origin laws and regulations. Customer agree to indemnify and hold Lakeside harmless against any failure to comply with the aforementioned laws, and notwithstanding the indemnification, Lakeside reserves the right to reject any work that is not in compliance with applicable laws and regulations. Customer agrees that it will not import any products from countries in violation of any law, including OFAC restrictions and the Uyghur Forced Labor Prevention Act.
       4. Sale of Goods.  Performance due under these Terms and Conditions is intended to be primarily for the sale of goods for purposes of the Uniform Commercial Code and section 503(b)(9) of Title 11 of the United States Code.
       5. Force Majeure.  Except for the obligation to make payments neither party will be liable for any failure or delay in its performance under these Terms and Conditions due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, pandemic or epidemic, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet, attacks on its computer network or server, viruses which are not preventable through generally commercially available products, catastrophic hardware failures, or the unavailability of materials, purchased services or utilities (not resulting from the actions or inactions of Lakeside), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Lakeside is unable to provide services for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Customer may cancel the service.
       6. Governing Law.  The Contract Terms will be governed by and interpreted in accordance with the laws of the State of Illinois without regard to its conflict of laws rules. The parties hereby: (a) waive all right to trial by jury; (b) consent to the exclusive jurisdiction and venue of the Circuit Court of Cook County, Illinois and of the United States District Court for the Northern District of Illinois; and (c) agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract Terms.
       7. Waiver, Amendment or Modification.  Any waiver, amendment or other modification of the Contract Terms will not be effective unless in writing and signed by the party against whom enforcement is sought.
       8. Severability.  If any provision of the Contract Terms is held to be unenforceable, this holding will not affect the validity of the other provisions hereof, unless Lakeside deems the unenforceable provision to be essential to the Contract Terms, in which case Lakeside may terminate these Contract Terms, effective immediately upon notice to Customer.
       9. Entire Agreement. The Contract Terms constitute the complete and exclusive statement of the terms, conditions and representations of the agreement between Lakeside and Customer with respect to book fulfillment services and supersedes all other agreements with respect to the subject matter hereof. Lakeside objects to any terms proposed in a Customer proposal, sales note, purchase order or other form of acceptance of Lakeside offer which add to, vary from, or conflict with the Contract Terms. Any such proposed terms shall be void and the Contract Terms constitute the complete and exclusive statement of the terms and conditions between Customer and Lakeside.