CLC Contract Template- FINAL.docx
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- Attached to
- For Library Books and Related Services
- Solicitation number
- B204
- Issued by
- Middlesex County, Connecticut
About this file
This is a Supplier Agreement Template and contract solicitation issued by the Connecticut Library Consortium (CLC), a statewide nonprofit organization mandated to provide group purchasing and discounts to Connecticut libraries. The agreement establishes a five-year contract for library books and related services commencing January 1, 2027, and concluding December 31, 2031, with potential extension options. The scope of work encompasses print books and related services to serve over 1,000 Connecticut academic, school, public, and special library members. The solicitation, designated as an Invitation to Bid (ITB), opened for bidding on July 7, 2026, at 8:00 a.m. EDT, with questions due by August 10, 2026, at 5:00 p.m. EDT, and bids due August 11, 2026, at 2:00 p.m. EDT. Vendors may submit multiple proposals with a minimum quantity of 1,000 units per proposal, and CLC reserves the right to accept multiple vendor proposals. The contract includes an option for CLC to extend the agreement for up to two successive one-year renewal terms through written notice provided no later than ninety days prior to the conclusion of the current term.
Pricing and payment terms are vendor-specified, with delivery on a Free On Board (FOB) Destination basis. Vendors must submit positive bid values only with no line items excluded from the bid total. The procurement carries no set-asides or vendor-classification restrictions, and no incumbent contractor or estimated aggregate value is identified in the solicitation. Suppliers are required to pay CLC an administrative fee equal to two percent of total sales of products at member prices, with biannual reporting due February 1 and August 1 of each year. The agreement stipulates Net 30 payment terms minimum from members and requires suppliers to maintain compliance with federal and state procurement standards, including the Uniform Grant Guidance (2 CFR 200), Davis-Bacon Act, Contract Work Hours and Safety Standards Act, and Byrd Anti-Lobbying Amendment. All suppliers must comply with Connecticut nondiscrimination statutes and federal data privacy laws, including the Family Educational Rights and Privacy Act and Children's Online Privacy Protection Act. CLC will provide marketing support including a product page on its website, one targeted email annually, and inclusion in monthly electronic newsletters.
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Please read this contract template carefully. If you wish to discuss any alterations to this contract, please place a “new comment” beside the clause with your suggested language. It is not necessary to fill in this document at this time, only to offer comments. CLC reserves the right to accept or reject all exceptions to this standard contract document. Please sign at the bottom that you have read this document, provided your feedback, and that you understand these instructions.
SUPPLIER AGREEMENT
FOR PRODUCTS AND/OR SERVICES
THIS SUPPLIER AGREEMENT FOR PRODUCTS AND/OR SERVICES (the “Agreement”) is entered into as of the_____ day of _________, 20__, by and between _________________, a ________________________ with a business address at _________________________________ (“Supplier”), and Connecticut Library Consortium, Inc., a Connecticut nonstock corporation with a business address at 234 Court Street, Middletown, CT 06457 (“CLC”). Supplier and CLC are sometimes hereinafter referred to collectively as the “Parties” and each may be referred to individually as a “Party.”
CLC circulated a Request for Bids, Request for Proposals and/or a Request for Response (the “Request”) seeking bidders willing to offer products and/or services to CLC and/or its members on terms and conditions acceptable to CLC and as described in the project specifications included in the Request. The Parties are entering into this Agreement because Supplier responded to CLC’s Request, Supplier’s bid was selected by CLC, and CLC has awarded the contract to Supplier pursuant to its procurement process and subject to the terms and conditions set forth below. Now, therefore, on the terms and subject to the conditions set forth herein, Supplier and CLC do hereby agree, and covenant as follows:
1. BACKGROUND & OBJECTIVES; AMENDMENT TO EXHIBITS OF REQUEST
a. CLC is a statewide non-profit membership organization that is State mandated to provide group purchasing, discounts, and other efficiencies for Connecticut libraries. The Parties share a desire to offer cost-effective, valuable, and innovative products and services to CLC’s participating members (each, a “Member,” and together, the “Members”). The purpose of this Agreement is to identify the products and/or services the Parties wish to offer to Members and memorialize the Parties’ relationship and expectations.
b. All references herein to “Agreement” shall refer to this Agreement, as may be amended, restated, extended and supplemented from time to time, including the terms and conditions set forth on any and all Exhibits, Schedules and Addenda to this Agreement; all such Exhibits, Schedules and Addenda constitute an integral part of this Agreement.
2. CONTRACT MANAGEMENT
a. This Agreement will be managed for CLC by Ellen Paul, its duly authorized Executive Director. This Agreement will be managed for Supplier by the individual(s) identified below by name and title, such individual(s) being duly authorized for and on behalf of Supplier:
| Name |
| Title |
| ______________________________ |
| ______________________________ |
| ______________________________ |
| ______________________________ |
b. Each Party shall be entitled to rely upon the actions, authorizations, consents, and directions granted on behalf of a Party by its respective Agreement manager(s) as identified herein.
3. PRODUCTS AND/OR SERVICES; PRICING
a. Supplier agrees to offer Members the products and/or services listed on Exhibit B attached to this Agreement (the “Products”), in new condition, in accordance with industry standards and in a good, workmanlike manner, in each case subject to the terms and on the conditions set forth in this Agreement. Exhibit B sets forth the pricing and discount schedule for the Products to be provided by Supplier pursuant to this Agreement.
b. CLC may from time-to-time request changes in the scope of the Products to be provided/performed by Supplier pursuant to this Agreement. Any such change mutually agreed to by the Parties, including any increase or decrease in compensation paid to Supplier, shall be incorporated in a written amendment to this Agreement in order to be effective.
c. The discounts established on Exhibit B may be renegotiated or revised only in compliance with the terms and conditions of Exhibit A of this Agreement.
4. SCOPE OF PARTIES’ RELATIONSHIP
Supplier agrees to offer and sell the Products and/or Services to Members, and CLC agrees to promote and collaborate in marketing the Products and/or services to Members to the extent described in Section 7 of this Agreement. Notwithstanding their mutual desire to make the Products and/or Services available to the Members, nothing in this Agreement shall be construed as creating a joint venture, partnership, or similar arrangement between the Parties, and neither Party shall have the authority to act on behalf of or bind the other. All business transactions resulting from this Agreement, including ordering, invoicing, payments, shipping, and customer service shall be handled between Supplier and each participating Member. CLC assumes no business functions or responsibilities on behalf of Members, nor will CLC make bulk orders on behalf of Members.
5. TERM
a. Supplier agrees to offer the Products to CLC Members on the terms of this Agreement commencing as of _____________________, 20__, and continuing through and including ________________, 20__ (the “Initial Term”).
b. Subject to the termination rights set forth herein, CLC shall have the right to extend this Agreement for up to two (2) successive one year terms (a “Renewal Term”) by delivery of written notice to Supplier no later than ninety (90) days prior to the conclusion of the Initial Term or Renewal Term as then in effect, stating that CLC desires to extend the Agreement at the conclusion of such Initial Term or Renewal Term, as applicable (the “Renewal Notice”). Supplier shall accept or decline such extension within thirty (30) days of receipt of the Renewal Notice, and failure to deliver written notice accepting or declining CLC’s proposed renewal of this Agreement shall be deemed acceptance by Supplier. The Initial Term together with any and all Renewal Terms shall be referred to as the “Term.” The Parties acknowledge that certain products may include subscriptions with durations that extend beyond the Term and agree that all subscriptions shall continue in force through their respective expiration dates.
6. REPORTING AND ADMINISTRATIVE FEE
a. The Parties acknowledge that CLC expends meaningful time and resources in the administration of the Agreement. In consideration of such, Supplier shall pay CLC an administrative fee equal to two percent (2%) of total sales of the Products and/or Services by Supplier pursuant to the Agreement (the “Administrative Fee”).
b. The Administrative Fee shall be calculated as a percentage of total sales of the Products at the Member price charged by Supplier for Products as set forth on Exhibit B to the Agreement, net of any returns, chargebacks or additional discounts that may be granted by Supplier to the Member.
c. CLC shall send Supplier a reporting form twice annually in January and July for the purpose of reporting said sales and renewals of the Products as defined in Section 6b. Supplier must complete and submit said form or its equivalent to CLC according to the following schedule: By February 1, Supplier must report all sales and renewals as defined in Section 6b that were invoiced in the previous July 1 through December 31 period. By August 1, Supplier must report all sales and renewals as defined in Section 6b that were invoiced in the previous January 1 through June 30 period.
d. The Parties shall use the Sales Information provided by Supplier to CLC pursuant to this Agreement for the purpose of calculating the Administrative Fee due to CLC for the period represented thereby. When Supplier submits such Sales Information to CLC, Supplier shall include Supplier’s estimate of the Administrative Fee due for such period. Supplier and CLC shall cooperate to determine and agree upon the Administrative Fee due for each such period.
e. The Administrative Fee will be due from Supplier to CLC on March 1 and September 1 of each year (as applicable for the most recently concluded Sales Information reporting period) in immediately available funds. Any Administrative Fee, or portion thereof, that is not paid when due shall bear interest at the rate of 1.5% per month until paid in full. Supplier’s obligation to pay the Administrative Fee shall survive the expiration or earlier termination of this Agreement.
f. The obligation to provide Sales Information to CLC survives the expiration or earlier termination of this Agreement. Within thirty (30) days following termination or expiration of this Agreement, Supplier agrees to provide CLC with final Sales Information.
7. MARKETING
a. During the Term, CLC will promote the Products to Members by providing the following marketing services: a product page on CLC’s website, one CLC email per year targeted to relevant Member groups, and inclusion in one monthly CLC electronic newsletter per year. Supplier and CLC may from time to time agree to enhanced marketing services to be provided by CLC at an additional cost, which shall be memorialized in a separate agreement between Supplier and CLC, as applicable.
b. To increase the effectiveness of promoting the Products to the Members, Supplier consents to CLC using or reproducing Supplier logos, images, and information in emails, websites, brochures, ads, or other marketing materials. Supplier may use and reproduce CLC’s name and logo on its website and promotional materials provided such use shall be only for purposes of promoting the Products to Members in furtherance of this Agreement, and in no event shall Supplier use the CLC name and/or logo in a manner that could detract from the goodwill and reputation of CLC.
8. DATA PRIVACY AND STUDENT DATA PRIVACY
As applicable in the performance of this Agreement and its business transactions with Members, Provider shall ensure compliance with the transfer of data subject to the Family Educational Rights and Privacy Act of 1974 and 2018, 20 U.S.C. 1232g, including any amendments thereto, Connecticut General Statutes Sections 10-234aa through 10-234dd, inclusive, including any amendments thereto, and other relevant provisions of federal and state law regarding the transfer of student data or personal information, as well as all requirements of Chapter 99 of Title 34 of the Code of Federal Regulations, as applicable. In addition, Provider shall ensure compliance with Public Act No. 22-15 Data Privacy provisions and Children's Online Privacy Protection Act of 1998, 15 USC 6501 et seq., as they relate to members and students of members. Nothing in this Agreement may be construed to allow Provider to maintain, use, disclose or share student or patron information in a manner not allowed by federal or state law or regulation.
9. DELIVERY, INVOICING AND RETURNS
Supplier acknowledges, confirms, and agrees to the delivery and invoicing provisions and obligations further set forth in Exhibit B to this Agreement. Supplier further agrees that any materials found to be defective by the member and confirmed by the supplier will be replaced at no cost to the member.
10. PAYMENT
a. The payment for Products purchased by Members on account shall become due after the receipt of Supplier's invoice and the passage of a reasonable period of time for inspection of the Products.
b. No delivery shall become due or be acceptable without a valid order issued by the Member concerned. Such order will contain the quantity, time of delivery and other important data. Billing will be made to each library separately in accordance with the terms set forth on each respective order. Payment terms shall be not less than Net 30 Days.
c. Supplier shall prepare and submit invoices to the Member that places an order. The invoices shall be accompanied by such documentation as may be required by the Member’s own policies.
d. Payments will be made by Members conditioned upon Supplier’s satisfactory performance with the terms and conditions of this Agreement. In the event that a Member determines Supplier to be in nonconformance with the terms of this Agreement, the Member may take corrective action, including but not limited to the following: (1) delay of payment, and/or (2) adjustment of payment. If in CLC's judgment Supplier's performance is not satisfactory, CLC reserves the right to suspend or terminate this Agreement.
e. CLC Members reserve the right to require that orders made in June be invoiced after July 1 to accommodate specific fiscal year appropriations when reasonable.
f. Supplier acknowledges, confirms, and agrees to the payment and non-appropriation of funds provisions and obligations stipulated in Connecticut Statute Chapter 106 Sec. 7-348.
11. ADDITIONAL TERMS AND CONDITIONS; CONFLICTING TERMS
a. In submitting its response to the Request, Supplier has read and agreed to the terms and conditions attached to the Request as Exhibit A.
b. In the event of any conflict between the terms and conditions of this Agreement and the Request, the terms and conditions of this Agreement shall supersede and be controlling.
12. MODIFICATION
This Agreement sets forth the entire agreement of the Parties and supersedes any and all prior agreements or understandings between them. This Agreement can only be modified in a written document signed by both Parties.
13. NOTICES
Any notice, request or demand required or permitted to be given or made under this Agreement shall be in writing (including by means of electronic correspondence, receipt confirmed) and delivered to:
As to CLC: As to Supplier:
| Ellen Paul | [name] | ||||
| Executive Director | [title] | ||||
| Connecticut Library Consortium | [company name] | ||||
| 234 Court Street, Middletown, CT 06457 | [address] | ||||
| P: 860-344-8777 F: 860-344-9199 | P: [phone] F: [fax] | ||||
| epaul@ctlibrarians.org | [email] |
14. FEDERAL AND STATE COMPLIANCE
This contract is subject to the provisions of Executive Order No. Three of Governor Thomas J. Meskill promulgated June 16, 1971 and as such, this contract may be cancelled, terminated, or suspended by the state labor commissioner for violation of or noncompliance with said Executive Order No. Three, or any state or federal law concerning nondiscrimination, notwithstanding that the labor commissioner is not a party to this contract. The parties to this contract, as part of the consideration hereof, agree that said Executive Order No. Three is incorporated herein by reference and made a part hereof. The parties agree to abide by said Executive Order and agree that the state labor commissioner shall have continued jurisdiction in respect to contract performance in regard to nondiscrimination, until the contract is completed or terminated prior to completion.
When a public procurement entity seeks to procure goods and services through a CLC Contract using funds under a federal grant or contract, specific federal laws, regulations, and requirements may apply in addition to those under state law. This includes, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR 200 (sometimes referred to as the “Uniform Grant Guidance,” “UGG” or new “EDGAR”). Supplier agrees to understand and comply with these federal standards.
Supplier agrees to comply with the Davis-Bacon Act, the Contract Work Hours and Safety Standards Act, and Byrd Anti-Lobbying Amendment, as well as provisions authorizing the termination of a purchase order for cause or convenience and the clause disqualifying any supplier that has been debarred or suspended. By responding to one of our bids, the supplier also agrees to “make a good faith effort to work with the public procurement office to provide this information and to satisfy the requirements that may apply to the public procurement office’s purchase or purchases including, recordkeeping and record retention requirements and contract cost and price analyses required under the Uniform Grant Guidance.” USAID applies some regulations to non-U.S. non-governmental organizations through this ADS chapter and ADS 303mab, Standard Provisions for Non-U.S. Non-governmental Organizations.
15. MISCELLANEOUS
This Agreement may be executed in multiple counterparts (including by means of electronic signature), each of which constitute an original and all of which will be deemed a single agreement. This Agreement shall be effective on the date first set forth above.
EXHIBIT A
Additional Terms and Conditions
A.) QUALITY OF PRODUCTS
The Parties desire Supplier to offer Members suitable and safe Products. To the best of Supplier’s knowledge, it is not aware of any design, code, manufacturing, shipping and delivery, recall or other liability claims, concerns, issues or problems concerning the Products. Supplier agrees to promptly notify in writing CLC and Members who purchased affected Products in the event it becomes aware or acquires knowledge of any such future claims, concerns, issues or problems concerning the Products, even after the Term. All services included within the Products offered to Members will be performed by Supplier in a good and workmanlike manner.
B.) CURRENT AND FORMER CUSTOMERS
All Members who are current or former customers of the Supplier are eligible to purchase Products under the terms of this Agreement, unless specifically excluded under Exhibit B. Supplier shall offer said Members the opportunity to opt-in to CLC contract pricing, discounts, and terms. Additionally, Members may request to opt-in to the CLC contract by mentioning said contract to their sales representative or other Supplier designee, or by another method as described in Exhibit B.
All Members who are current or former customers of the Supplier who have transitioned to the CLC contract must be reported on the biannual sales and savings report due to CLC on February 1 and August 1 of each year, as specified in the Agreement.
No Member who is also a customer of the Supplier shall have their current discount percentages reduced, prices increased, or any additional fees or burdens applied due to opting in to the CLC contract.
C.) PRODUCTS SOLD TO NON-MEMBERS
Supplier agrees not to offer or sell any or all Products to any public or private library located in the State of Connecticut that is not a Member on the same or better terms than are provided in Exhibit B. If the Supplier does sell any Products contracted to the CLC for its Members to any public or private library located in the State of Connecticut that is not a Member of CLC during the Term, Supplier agrees to pay CLC the 2% Administrative fee on the non-member sale and then remove the non-member from the contract eligibility as soon as the Supplier is aware of the non-member status. CLC will provide current Member rosters to the Supplier at least twice a year and send updates each month or upon request.
D.) TERMINATION
1. In addition to the other rights of termination set forth herein, CLC may at any time and for any reason, with or without cause, in its sole discretion, terminate this Agreement by written notice to Supplier specifying the termination date, which shall be not less than thirty (30) days from the date such notice is given.
2. CLC may terminate this Agreement immediately upon written notice to Supplier in the event of a Financial Management Default or an Insolvency Default (as such terms are defined below).
3. Termination under this section shall not give rise to any claim against CLC for damages or for compensation in addition to that provided hereunder.
E.) INDEMNIFICATION
The Parties agree that it is not reasonable to expect CLC to be responsible or accountable in any way for issues or claims that arise between Supplier and Members concerning the Products. Supplier hereby indemnifies, and shall pay, protect, and hold harmless CLC from and against all liabilities, claims, demands, costs, expenses (including reasonable attorneys’ fees), and judgments of any nature arising from or in connection with any loss or damage incurred by Supplier or Members concerning the Products. The obligations of Supplier under this Section shall survive the expiration or earlier termination of this Agreement.
F.) NO ASSIGNMENT
Supplier may not assign (including by merger, operation of law or otherwise) nor subcontract this Agreement to any other person or entity without CLC’s prior written consent; and in the event of any such desired assignment (including Supplier’s sale or transfer of any business line or division that provides Products hereunder), Supplier shall provide no less than thirty (30) days prior written notice to CLC requesting consent, which may be withheld by CLC in its sole and absolute discretion. Any attempted assignment or subcontract in violation of this Agreement shall be null and void. In the event of a permitted assignment or subcontracting, Supplier shall remain fully responsible to CLC for the acts and omissions of its assignees and subcontractors, and Supplier shall cooperate in good faith with CLC to ensure a seamless transition to such assignee or successor to allow for continuity of Products to Members. Supplier shall require any assignee or subcontractor approved by CLC to agree in writing to perform and be bound by all obligations and conditions of this Agreement to which Supplier is bound, and a copy of such written agreement shall be provided to CLC at its request. CLC shall not be liable for payment of any wages, materials or other expenses of any subcontractors or assignees.
G.) GOVERNING LAW AND FORUM
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Connecticut, without regard to its conflict of laws rules. Any action, suit or proceeding arising under this Agreement shall be brought in the United States District Court for the District of Connecticut or any Connecticut Superior Court of competent jurisdiction, to which Supplier consents to personal jurisdiction and waives any claim of improper venue or inconvenient forum. The Parties acknowledge, confirm, and agree to the mediation and arbitration provisions set forth herein.
H.) NON-DISCRIMINATION
Because CLC receives funds from the State of Connecticut, it is required to include the following language in all of its contracts with third parties:
1. Pursuant to Connecticut General Statutes (“C.G.S”) Section 4a–60, Supplier agrees and warrants that in the performance of the Agreement, Supplier will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by Supplier that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut;
2. Supplier further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, intellectual disability, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Supplier that such disability prevents performance of the work involved;
3. Supplier agrees, in all solicitations or advertisements for employees placed by or on behalf of the Supplier, to state that it is an “affirmative action-equal opportunity employer” in accordance with regulations adopted by the Connecticut Commission on Human Rights and Opportunities (“Commission”);
4. Supplier agrees to provide each labor union or representative of workers with which the Supplier has a collective bargaining agreement or other contract or understanding and each supplier with which the Supplier has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Supplier’s commitments under this Section and to post copies of the notice in conspicuous places available to employees and applicants for employment;
5. Supplier agrees to comply with each provision of this Section and C.G.S Sections 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to C.G.S. Sections 46a-56, 46a-68e, and 46a-68f; and
6. Supplier agrees to provide the Commission with such information requested by the Commission, and permit access to pertinent books, records, and accounts concerning the employment practices and procedures of the Supplier as relate to the provisions of this Section and C.G.S. Section 46a-56. If the Agreement is a public works contract, Supplier agrees and warrants that it will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works project.
7. Pursuant to C.G.S. Section 4a–60a, Supplier agrees and warrants that in the performance of the Agreement, Supplier will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation; Supplier agrees to provide each labor union or representative of workers with which the Supplier has a collective bargaining agreement or other contract or understanding and each supplier with which the Supplier has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Supplier’s commitments under this Section and to post copies of the notice in conspicuous places available to employees and applicants for employment; Supplier agrees to comply with each provision of this Section and with each regulation or relevant order issued by said Commission pursuant to C.G.S. Sections 46a-56; and Supplier agrees to provide the Commission with such information requested by the Commission, and permit access to pertinent books, records, and accounts concerning the employment practices and procedures of the Supplier as relate to the provisions of this Section and C.G.S. Section 46a-56.
I.) DEFAULT
Any and all of the following occurrences or acts shall constitute an “Event of Default” under the Contract:
1. If default shall be made by Supplier, its successors, or assigns, in the performance or observance of any of the covenants, conditions or agreements on the part of Supplier set forth in the Agreement; or
2. If any determination shall have been made by competent authority such as, but not limited to, any federal, state or local government official, or a certified public accountant, that Supplier's management or any accounting for its funding, from whatever source, is improper, inadequate or illegal, as such management or accounting may relate to Supplier's performance of the Agreement (any of the foregoing, a “Financial Management Default”); or
3. If a decree or order by a court having jurisdiction in the matter shall have been entered adjudging Supplier bankrupt or insolvent or approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition, or similar relief for Supplier under the federal bankruptcy laws, or any other similar applicable federal or state law (any of the foregoing, a “Insolvency Default”).
In the case of an Event of Default by Supplier, CLC may, along with any other remedies provided by law or as set forth in this Agreement, procure the Products from other sources and charge Supplier any excess costs incurred, or damages occasioned thereby.
J.) MEMBER LIST
At least twice per year throughout the Term of this Agreement, CLC will share the list of CLC Members (the “Member List”) with Supplier solely for purposes of allowing Supplier to perform its obligations pursuant to this Agreement. Supplier acknowledges and agrees that the Member List is and shall remain the property of CLC and that such Member List is being provided to Supplier solely for purposes of this Agreement.
K.) MAINTENANCE OF RECORDS; AUDITS
During the Term of the Agreement and for a minimum of three (3) years following termination or expiration, Supplier shall maintain all records with respect to matters related to performance of this Agreement. At any time during normal business hours, and as often as may be deemed necessary, Supplier shall make available to CLC for examination all records with respect to this Agreement upon request.
L.) OWNERSHIP OF PRINTED MATERIAL AND OTHER PRODUCTS
CLC has sole and exclusive right and title to all the printed material, artwork and any other product produced by CLC under this Agreement for its use in the marketing of Supplier’s products. The artwork or computer files used in preparing and completing CLC marketing materials shall be considered property of CLC. The Supplier shall not copyright any printed or digital matter produced by the CLC under this Agreement.
M.) INVALIDITY
If any provision of the Agreement is held invalid, the balance of the provisions of the Agreement shall not be affected thereby if the balance of the provisions of the Agreement would then continue to conform to the requirements of applicable laws.
N.) NON-WAIVER
Any failure by CLC or Supplier to insist upon the strict performance by the other of any of the terms and provisions hereof shall not be a waiver, and each party hereto, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by the other of any and all of the terms and provisions of the Agreement; neither party hereto shall be relieved of such obligation by reason of the failure of the other to comply with or otherwise enforce or to seek to enforce any of the provisions of the Agreement.
O.) MISCELLANEOUS
1. Any notice, request or demand required or permitted to be given or made under this Agreement shall be in writing and delivered to the addresses on the first page of this Agreement via reputable overnight mail carrier.
2. Each party has full authority to enter into this Agreement and each person signing this Agreement and initialing the Schedules on behalf of each party is authorized to do so on behalf of the Party for whom the person is signing or initialing.
3. This Agreement may be executed in multiple counterparts (including via scanned or electronic signature), each of which constitute an original and all of which will be deemed a single agreement.
4. This Agreement shall be effective on the date first set forth above.
P.) FORCE MAJEURE
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any obligation under this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, embargoes, pandemics, war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of God; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure.
Product and Discount Schedule
Product Description:
Members Categories included in agreement:
Academic Libraries K‐12 Libraries Public Libraries Special Libraries Discounts and Pricing:
Cataloging and Processing:
Placing Orders and Invoices:
Shipping:
Training and Support:
Warranties and Returns:
I have read and understand all of the provisions of this document and have provided my comments for any and all clauses that I wish to discuss for changes. I understand that the CLC reserves the right to accept or reject any or all proposed changes to this contract document. This signature does not constitute a signature for the final negotiated contract.
Name (print) _________________________________________________________________________
Title _______________________________________________________________________________
Signature ___________________________________________________________________________
Date _______________________________________________________________________________ B204 Supplier 2026 image1.png
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