Lakeside Book Contract Terms

Customer hereby engages LSC Communications Book LLC d.b.a. Lakeside Book Company (“Lakeside Book”),
and Lakeside Book shall be obligated and entitled to do or arrange for all of the book manufacturing work described in the Quotation (“Quotation”)
that references these Terms and Conditions. Unless otherwise specified, the Quotation will remain in effect for a period of thirty (30) days from the date thereof,
and is subject to the availability of equipment and Customer’s approval of Lakeside Book’s production schedule.

1. Customer-Furnished Files. Customer shall furnish print-ready .pdf files to Lakeside Book for the production of the Books. Such files will be used solely for Customer’s work. The Lakeside Book Prepress portal is our preferred customer workflow, but Lakeside Book will work with the customer to establish a mutually successful means of file delivery and review. Lakeside Book Prepress is a cloud-based, centralized web portal for submitting, preflighting, and proofing final .pdf files. Lakeside Book Prepress helps ensure Customer’s .pdf files conform to Lakeside Book’s required print-ready .pdf file specifications
   (full specifications for print-ready .pdf files can be found at: https://prepress.lakesidebookcompany.com/lakeside-prepress/book/). In its sole discretion, Lakeside Book may store Customer’s native electronic files for future reprints, but is free to delete them at any time after completion of the original printing. Lakeside Book strongly recommends that Customer maintains complete and working copies of all of Customer’s furnished native electronic files for future printings. Lakeside Book will not be responsible for any additional rework liability, monetary or otherwise, from either third party providers or for Customer’s internal rework or retrieval.
2. Lakeside Book Property. All electronic imposition files, normalized .pdf files, type fonts that Lakeside Book buys or licenses for the production of Customer’s work, and printing plates will be used solely for Customer’s work but will remain Lakeside Book property. Finished production files made by Lakeside Book, such as Prinergy normalized .pdf’s, will be stored by Lakeside Book at no additional charge for two years from the date of the last printing for future reprint and will be made available to Customer at the end of the job for a fee, if requested.

1. Materials and Purchased Services. Unless otherwise agreed, Lakeside Book will supply the materials (paper, binding materials, etc.) or purchased services needed to manufacture Customer’s book(s). If Customer delays or postpones production of the work beyond the agreed upon date specified in the production schedule Lakeside Book will invoice Customer for all materials received for the manufacture Customer’s book(s) three (3) months from the date of delivery of such materials. Lakeside Book will invoice Customer for all paper received for the work specified in the Quotation, subject to normal industry over/under tolerances. If Lakeside Book is unable to obtain such materials or services or their equivalents in necessary quantities, the parties will select mutually agreeable substitute materials or services. If the use of such substitute materials or services increases or decreases the cost of performing the work, the price will be adjusted to fairly reflect any such increase or decrease in cost. The unavailability of materials or services will not be considered a breach of these Terms and Conditions. Lakeside Book will retain any volume or trade discounts earned on materials or services it purchases. All scrap and by-products will become Lakeside Book property.
2. Customer Furnished Paper. If Customer supplies paper (offset printing only), Customer will direct the mill or its agent to send a notice of shipment to Lakeside Book plant of manufacture within forty-eight (48) hours after receiving Customer’s order. All furnished paper must meet the Lakeside Book Paper Roll Specification requirements found at: http://www.lsccom.com/supplier/.Lakeside Book will charge Customer for storage as outlined in Section 4 if (i) Customer’s paper arrives prior to the dates specified in the agreed upon schedule, (ii) Customer delays or postpones the work beyond the dates specified in the agreed upon production schedule or, (iii) paper remains on hand after completion. Lakeside Book shall notify Customer of any lot of Customer’s supplied paper that has not been used in the production of Customer’s work within a one-year period so that Customer can advise Lakeside Book as to its disposition. If Lakeside Book has not received such advice within thirty (30) days of notifying Customer, storage charges will continue to apply at prevailing rates. Storage rates will double after 18 months and quadruple after 24 months. Lakeside Book will not dispose of the paper without Customer’s written approval. After 18 months, additional charges for increased spoilage and reduced press speeds incurred during production will apply. Lakeside Book will dispose of any leftover paper upon completion of production. Lakeside Book will take responsibility for all charges related to such disposal in return for any proceeds from such disposal.
3. Overruns and Underruns. Variations in quantity (i.e. more or less than the quantity ordered and to be bound in one lot) per the table below will constitute acceptable delivery:
   

   Offset prices will be adjusted (+/-) at the run per thousand rate (Add’l M’s) based on delivered quantity.	Digital prices will be adjusted (+/-) at the per copy rate based on delivery quantity.
   Ordered Quantity	Allowance
   1-49 copies (Crawfordsville POD)	+/- 0 copies
   1-49 copies (Digital, excluding Crawfordsville POD)	+3%/- 0 copies
   50-249 copies	+/- 5 copies
   250-499 copies	+/- 10 copies
   500-999 copies	+/- 15 copies
   1,000-1,500 (Digital)	+/- 20 copies
   1,501-2,500 (Digital)	+/- 25 copies
   1,000-2,499 (Offset)	+/- 250 copies
   2,500-24,999	+/- 10%
   25,000-99,999	+/- 5%
   100,000+	+/- 2%

4. The offset price for delivered work will be adjusted pro rata for paper stock, presswork and binding, exclusive of makereadies. If Customer requires additional binding lots, the ordered quantity for such lots may be adjusted to reflect increased consumption experience, and the over/underrun allowances above will apply to each lot, as adjusted.
5. If a title is canceled for reasons beyond Lakeside Book’s control after it has been loaded into production, Lakeside Book will invoice all costs incurred as well as an administrative fee.

Unless otherwise agreed, Lakeside Book does not provide for storage of paper, other materials, work in process, or finished goods beyond the production schedule span. If Customer delays completion of the work or postpones delivery of finished goods beyond the date specified in the agreed upon production schedule, or if Customer’s furnished materials arrive prior to the dates specified in the agreed upon schedule, or if paper or other materials ordered for Customer’s work remain on hand after completion, storage will be charged at the prevailing rates for each month up to six months the finished goods, work in process, or materials remain in Lakeside Book possession. Such rate will be doubled for each month after the first six (6) months of storage, and will be quadrupled for each month after the twelfth (12th) month of storage. If, following the eighteenth (18th) month of storage Lakeside Book receives no direction from Customer for disposal of the stored items, such items will be destroyed. Customer will reimburse Lakeside Book for additional manufacturing costs, if any, caused by the use of materials that Lakeside Book has stored for over one year.

1. Title and Risk of Loss. Title to and risk of loss in finished and semi-finished work shall pass to Customer upon the earlier of Lakeside Book’s delivery to a carrier or postal service, or delivery into storage, regardless of whether the transport medium or storage facilities are owned or operated by Lakeside Book and regardless of whether Lakeside Book charges Customer for storage. Unless otherwise stated, the prices herein are f.o.b. Lakeside Book’s plant of manufacture.
2. Freight. Lakeside Book will arrange for shipment of Customer’s finished materials from Lakeside Book’s plant of final manufacture, 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. The distribution prices are based on standard transit times and distribution patterns, include a minimum three (3) day in home window for mail delivery. 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 Book and may be charged an administrative charge should Customer decide to arrange for its own freight.
3. Mailing. For any product that mails from Lakeside Book plant of manufacture, all address labels, mail sack labels, or magnetic tapes for the preparation thereof will be furnished by Customer in compliance with the current specifications of Lakeside Book plant performing the mailing and the current U.S. Postal Service rules and regulations. Mailing prices quoted by Lakeside Book are based on U.S. Postal Service regulations and procedures in effect as of the date of the Quotation. If postal regulations or procedures change so as to affect Lakeside Book cost of mailing, the prices will be revised to fairly reflect any increase or decrease in such costs. Customer will pay the costs of postage and permits, and Customer will be responsible, if necessary, for establishing an account with the U.S. Post Service with funds sufficient to cover these costs. Nothing contained herein will require Lakeside Book to perform anything in violation of U.S. Postal laws, regulations, or procedures.
4. Title Copy. The title copy (commonly referred to as “dead matter”) will be returned within thirty (30) days after completion of the job. A $25.00 shipping/handling charge will be assessed and entered as a line item on an invoice. If Customer prefers to supply a shipping account number (e.g., Fed-Ex, UPS), there will be no $25.00 shipping/handling fee.

1. Manufacturing Prices. 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. Price Adjustments. Prices for direct materials (paper and binding materials), manufacturing and purchased 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 market prices.
3. 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 Book 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 Book capacity. Significant increases or decreases from the ordered count may result in a revision of the prices or the production schedule.
4. 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 Book with any applicable certificate of exemption acceptable to the appropriate taxing authorities.

1. Payments. See quote letter or your Lakeside Book sales contact for the approved Terms of Payment. All payments will be made by check or electronic funds transfer. Lakeside Book’s obligation to perform work hereunder is subject to prompt payment of all invoices pursuant to the terms of this and other agreements Lakeside Book may have with Customer.
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. Progress billing of interest due or failure to bill for interest due shall not constitute a waiver of Lakeside Book right to charge interest on all amounts past due to the date payment is received. If Customer fails to pay Lakeside Book invoice in accordance with these terms, Customer shall pay all costs of collection, including but not limited to, reasonable attorneys’ fees.
3. Credit Review. If Customer is delinquent in its payments or if there is a substantial adverse change in Customer’s credit standing, Lakeside Book 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 Book’s obligation to perform further work will be subject to reaching mutual agreement on revised terms. If Customer files for protection under any bankruptcy or insolvency statute, Customer take all actions necessary to have Lakeside Book treated as a critical vendor.
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 Book 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 Book shall have the right to retain possession of, and shall have a lien on all property owned by Customer and in Lakeside Book’s possession, and all work in process and undelivered work.

1. Assignment of Rights. Customer shall own upon creation all right, title and interest, including all copyright or other intellectual property rights (“collectively the “Intellectual Property Rights”) in all text, images, graphics and other forms of content that Lakeside Book may create or modify for Customer hereunder. Lakeside Book hereby assigns to Customer all Intellectual Property Rights therein. At Customer’s request, Lakeside Book will execute any instrument that may be appropriate to assign these rights to Customer or its designee to perfect these rights in Customer’s or its designee’s name.
2. Retained Rights. Any Intellectual Property Rights in any equipment, software, systems, or technology, ideas, concepts, inventions or techniques that Lakeside Book may use, conceive or first reduce to practice in connection with the production of Customer’s work (excepting any Intellectual Property Rights assigned under subsection A) are and will be the exclusive property of Lakeside Book.

1. Lakeside Book Warranties. Lakeside Book will perform the work in a good and workmanlike manner and in accordance with the specifications and production schedule.
2. Customer Warranties. Customer represents and warrants that any matter it furnishes to Lakeside Book to reproduce, incorporate in, bind into or package with the completed product (or as altered or attached by Lakeside Book at Customer’s direction) (1) does not violate any applicable laws, including without limitation those concerning labeling, packaging or distribution, (2) does not infringe any third party’s Intellectual Property Rights, (3) is not libelous, and (4) does not otherwise violate the rights of or will cause damage or injury to other persons. Customer agrees to indemnify and hold Lakeside Book harmless from all losses, damages and expenses, including attorneys’ fees, which Lakeside Book may suffer as the result of any claim of such violation, damage or injury.
3. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SERVICES AND THE ACCURACY, OPERATION, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE DELIVERABLES, SERVICES, OR RESOURCES PROVIDED HEREUNDER, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY EITHER PARTY, OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

1. Confidential Information. Lakeside Book 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 Book (“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 Book’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.

1. Remedies. Lakeside Book shall provide Customer with an opportunity to review a softcopy or digitally printed proof prior to releasing production files for printing. If Customer declines to review or okays such proofs, Lakeside Book shall not be liable for any costs resulting from errors or defects appearing in such proofs, including but not limited to the cost of reprinting or redistributing material that has been printed or bound using such defective files. Lakeside Book’s sole liability and Customer’s sole remedy for any other defect, error or delay shall be limited to a credit or refund for the portion of the work which is nonconforming, upon mutual agreement of the parties.
2. Exclusions. UNDER NO CIRCUMSTANCES WILL LAKESIDE, ITS AFFILLIATES, PARENTS, OR SUBSIDIARIES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CUSTOMER, ITS APPOINTEES OR ITS OR THEIR CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF GOODWILL, USE OF OR RELIANCE ON THE SERVICES, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A LIMITED REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

1. Lakeside Book agrees to keep in full force and effect and maintain at its sole cost and expense the following policies of insurance:
   
   • Workers Compensation with statutory limits and Employers Liability Insurance limits of $500,000 per employee, accident or disease;
   • Commercial General Liability Insurance providing coverage for bodily injury and property damage arising out of the work to be performed and including coverage for personal and advertising injury and contractual liabilities providing limits of not less than $1,000,000 per occurrence;
   • 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. Lakeside Book agrees to provide certificates of insurance signed by an authorized representative of the respective carriers prior to commencement of the work to be performed, and shall have the right to self-insure any of its insurance obligations.

1. Independent Parties. Customer and Lakeside Book are independent parties. Nothing in this Agreement will be construed to make Lakeside Book an agent, employee, joint venture partner, partner or legal representative of Customer. Lakeside Book will neither have nor represent itself to have any authority to bind Customer to any obligation.
2. Assignment. Neither party may assign this Agreement without the other party’s prior approval, such consent not to be unreasonably withheld, provided that Lakeside Book may assign all or any portion of, or any rights and obligations under, this Agreement to one or more of its affiliates and either party may assign this Agreement 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 Agreement 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 Book 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 of any materials supplied by Customer for the production of Customer’s work (e.g., film, copy, data) as well as all laws and regulations applicable to the distribution of finished product from Lakeside Book’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.
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, riot, sabotage, labor shortage or dispute, governmental act, failure of the Internet or the unavailability of materials, purchased services or utilities (not resulting from the actions or inactions of Lakeside Book), 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 Book 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 Quotation and these Terms and Conditions (collectively, 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 Book 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 Book and Customer with respect to book production services and supersedes all other agreements with respect to the subject matter hereof. Lakeside Book objects to any terms proposed in a Customer proposal, sales note, purchase order or other form of acceptance of Lakeside Book 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 Book.