PRE-QUALIFIED SUPPLIER AGREEMENT

This Pre-Qualified Supplier Agreement (the Agreement) is made and entered into as of [__________________] (the Effective Date) by and between Loyola University of Chicago (University) and [__________________] (Supplier).

WHEREAS, University is desirous of obtaining [__________________] and related products and services from Supplier; and

WHEREAS, Supplier has the knowledge, skill, capabilities and ability to effect a unified and comprehensive program for [__________________] and related products and services for University.

NOW, THEREFORE, BE IT RESOLVED, in consideration of the foregoing, the parties, intending to be legally bound, hereby mutually agree to the following:

A.OBJECTIVES. The objectives of this program are: (1) to identify Supplier as a University pre-qualified supplier of [__________________] and related products and services; (2) to smoothly implement and maintain a simple method for University to acquire [__________________] and related products and services; (3) to manage the amount of any on-campus inventories; (4) to obtain the most competitive pricing available at the time of transaction; and (5) to standardize certain options available to University relating to [__________________] and related products and services.

B.PRODUCTS.

1. Products. From time to time, Supplier agrees to sell to University and University agrees to purchase from Supplier, on a nonexclusive basis: (a) the products listed on Exhibit A attached to this Agreement (Contract Products); (b) other products offered in Suppliers Catalog included as Exhibit B attached to this Agreement or Suppliers Online Catalog (such catalogs are collectively referred to herein as the Catalogs and such Catalog products are collectively referred to herein as the Catalog Products); and (c) any other products not in the Catalogs but requested by University and agreed to by Supplier (Other Products and together with Contract Products and Catalog Products, the Products.)

2. Title and Risk of Loss. Title and risk of loss will not pass to University until such Products have been received, inspected and accepted by University in accordance with this Agreement. For all purposes under this Agreement, the Products are personal property even though the Products may become attached to any real estate.

3. Product Delivery. Delivery of Products is to be made between 8:30 A.M. and 4:00 P.M., Monday through Friday, Central time, legal and University holidays excluded, unless otherwise reasonably requested by University. University reserves the right to select the delivery location for Products. Time is of the essence with respect to any delivery of Products, and Supplier, at Suppliers own expense, agrees to exert every effort, including without limitation overtime or expedited routing, to meet the specified University delivery schedule and to satisfy all University delivery requirements. Supplier is responsible for maintaining and providing proof of delivery. Supplier agrees to strictly comply with the Product quantity required by University. If at any time it is found that the Products cannot be delivered in a timely manner, written notice thereof must be given immediately to University as to the reasons for the delay along with the anticipated date of delivery. Any notice to University as to possible delay will not constitute a waiver of Universitys rights under this Agreement, nor will such actions in any way affect the responsibility of Supplier to deliver Products in accordance with the delivery schedule specified by University. University may withhold payment in whole or in part for Products that are not timely delivered by Supplier, in addition to any other rights and remedies available under this Agreement or in law or in equity or otherwise.

4. Back Orders. Supplier agrees to not back-order or delay the shipment of Products without Universitys prior approval.

5. Freight. Universitys freight terms are F.O.B. Destination, Freight Prepaid and Allowed. Without limiting anything in this Agreement, Supplier agrees to be solely responsible for all costs and expenses in connection with the delivery of any Product, including without limitation costs and expenses for delivering, shipping, packing, marking, transporting, labeling, custom duties, taxes, storage, insurance, boxing and crating. Separate freight invoices will not be accepted. Collect shipments will be returned at Suppliers expense.

6. Shipping Insurance. Unless otherwise instructed by University, Supplier agrees to not declare any value for carriage or insurance. If not directed otherwise, shipments will be released to minimum value of governing classification or tariff, or insured for minimum value for traceability. No shipment exceeding $10,000 will be sent Parcel Post. No shipment exceeding $50,000 will be sent via courier service. Supplier agrees to provide advance notice to University of shipments exceeding $50,000. Except where limited by such insurance, Supplier agrees to consolidate all shipments to the same delivery point specified herein, for any one day, on one Bill of Lading. Nothing in this Section B(6) will limit, restrict, alter, amend or otherwise change the insurance obligations and duties of Supplier pursuant to Section G(2) of this Agreement.

7. Shipping and Packing. Supplier assumes full responsibility for delivering, shipping, packing, marking, transporting, labeling, storage, insurance, boxing and crating and liability for loss or damage of Products in transit. Supplier agrees to use best commercial practice for delivering, shipping, packing, marking, transporting, labeling, storage, insurance, boxing and crating of Products. Supplier is to provide two copies of each packing slip with the shipment that identifies that Universitys delivery location (e.g., building and room number), a description of the Products, the quantity of the Products and Universitys purchase order number, as applicable. For procurement card transactions, the name of the cardholder must appear on the packing slip. If containers are returnable, Supplier agrees to label package, case, container, etc. RETURNABLE including Suppliers name and Universitys purchase order number. Supplier agrees to pick up returnable containers from University upon notification and at Suppliers expense. When applicable, Universitys purchase order number must appear on all invoices, shipping documents and labels. Supplier agrees to notify University in advance of any Product deliveries that will require customs clearance, agrees to ensure complete, accurate and proper customs clearance of such Products and agrees to pay the costs and expenses related to any customs clearance (including without limitation customs duties).

8. Hazardous Material, Packing, Labeling and Shipping. Supplier agrees to, with respect to any applicable Products: (a) package, label, transport and ship hazardous material, Products containing hazardous materials and any other regulated materials, in accordance with all applicable laws, rules, regulations, ordinances, codes and legal requirements and legal requirements; and (b) furnish any appropriate Material Safety Data Sheets. Supplier, prior to each hazardous or regulated material shipment, agrees to notify University of: (1) every article ordered or supplied or stored or to be used by Supplier on any University premise, property, campus, facility or location that contains hazardous materials or any other regulated materials for which the law, rule, regulation, ordinance, code or legal requirement requires a Material Safety Data Sheet; and (2) the nature and shipment data by such means of communication as will allow for the proper preparation for acceptance of delivery by the carrier of the material (Supplier agrees to identify same on all shipping documents).

9. Return of Products. University reserves the right to inspect the work and activities of Supplier at all times and places. All Products are subject to final inspection and acceptance by University at destination, notwithstanding any prior payments or inspections by University. Such final inspection will take place within 30 days from the date of delivery or installation of the Products, whichever is latest. University reserves the right to reject and refuse acceptance of any or all portions of the Products: (a) for any reason within 30 days from the date of delivery or installation of the Products, whichever is latest; and (b) at any time after the aforementioned 30-day period if the Products are nonconforming or defective in any way, in Universitys sole determination. University may withhold payment in whole or in part for Products found by University to be nonconforming or defective. In addition to any other rights and remedies available to University under this Agreement or in law or in equity or otherwise, University, in Universitys sole discretion and at any time, may return to Supplier any Products at Suppliers expense (including without limitation transportation cost) as described in this Section B(9): (1) for a credit or refund; or (2) for replacement. In the event of failure of Supplier to replace Products within 10 days, University may without prejudice to any other right or remedy University may have, replace such Products and charge Supplier with the actual cost incurred by University in doing so. If University elects to accept nonconforming or defective Products, University, in addition to any other rights and remedies available under this Agreement or in law or in equity or otherwise, will be entitled to deduct a reasonable amount from the price thereof to compensate University for the nonconformity or defect. Replacement Products furnished by Supplier must be equal or better than Products being replaced.

C.ORDERS.

1. Orders. Any order for Products (an Order) may be placed by University with Supplier via telephone, facsimile, mail, an e-commerce platform or any other electronic method of Order entry as agreed to by Supplier and University, and Supplier agrees to implement such Orders upon receipt from University. All Orders will be governed by this Agreement. Supplier is responsible for complying with all Order requirements and instructions of University. To the extent any term of an Order conflicts with this Agreement, this Agreement will control. Orders received by 5:00 P.M., Central time, will be wrapped and labeled by Supplier for delivery the following business day.

2. Additional/Different Terms. If an Order has been issued by University in response to an offer by Supplier, and if any of the terms or conditions of an Order are additional to or different from any terms or conditions of such offer, then the issuance of the Order by University will constitute an acceptance of such offer, subject to the express condition that the Supplier accept such additional and different terms or conditions of an Order and acknowledge that the Order will prevail with respect to the subject matter of any such offer. University hereby gives notice of Universitys objection to any different or additional terms or conditions (including without limitation any terms or conditions that conflict with this Agreement and any general terms or conditions which Supplier may have incorporated in any of Suppliers documents provided to University in connection with the Order). No such additional or different terms or conditions contained in any printed form of Supplier will become part of the Order or this Agreement despite acceptance of the Order and any Products provided thereunder, unless University specifically assents in writing to their inclusion.

3. Modifications. An Order is valid only as written. The terms and conditions of the Order will be modified only by written instrument executed by University. Any handwritten changes on the face of the Order will be ignored and have no legal effect unless initialed by authorized representatives of both parties.

4. Objections. Supplier will be deemed to have accepted the terms and conditions of the Order unless Supplier notifies University to the contrary in writing delivered to University within 10 days of the date of the Order. Such notification will state the specific provisions of the Order to which Supplier objects.

5. Acceptance. The Order will be deemed to have been accepted on the earlier of: (a) Suppliers making or signing any other form or acknowledgment (except that no additional or different terms and condition thereon will apply except as otherwise permitted by this Agreement); (b) 10 days after Suppliers receipt of the Order so long as there is no written notification of non-acceptance by the Supplier as specified in Section C(4) of this Agreement; (c) the shipment by Supplier of any goods (or lots thereof) ordered thereunder; (d) the furnishing or commencement of any services called for thereunder; (e) the acceptance of any payment by Supplier thereunder; or (f) any other conduct by Supplier that recognizes the existence of an agreement pertaining to the subject matter thereof.

6. Revocation/Cancellation. At any time, University will have the right to revoke or withdraw an Order, in whole or in part, without liability to University, by giving written notice to Supplier. Supplier agrees to immediately stop all work and/or shipment of Products and take any necessary action to protect property in Suppliers possession in which University has or may acquire an interest. No termination will relieve Supplier of any of Suppliers duties and obligations as to any Products delivered prior to any such termination.

7. Changes. University may, from time to time, unilaterally order work suspension, or make changes within the general scope of the Order, or in drawings, designs, specifications, statements of work, place of delivery, methods of shipment and packaging and services furnished by University. If any such change causes an increase or decrease in the price of the Order or in the time required for Suppliers performance, Supplier agrees to promptly notify University thereof and assert Suppliers claim for adjustment within 10 days after the change is ordered, and an equitable adjustment will be mutually agreed upon by the parties. Suppliers failure to advise University in writing within the 10 days of the effect of any change will constitute Suppliers consent to conform to the change on the terms and conditions specified by University. Where the cost of property made obsolete or excess as a result of a change is included in Suppliers claim for adjustment, University will have the right to prescribe the manner of disposition of such property. Information, advice, approvals or instructions by Universitys technical personnel or other representatives of University will be deemed expressions of personal opinions only and will not affect the parties rights and obligations hereunder unless it satisfies the requirements of a modification as set forth in Section C(3) of this Agreement.

8. Right to Assurance. Whenever University acting in good faith has reason to question Suppliers intent to perform, University may demand in writing that Supplier give written assurance of Suppliers intent to perform. In the event that a written demand is made and no assurance given within five days of receipt thereof, University may treat such failure as an anticipatory repudiation of the Order.

9. Regulations. If any Order indicates that it is placed under a United States Government Contract or Grant, then the Order is subject to all applicable laws, rules, regulations, ordinances, codes and legal requirements applicable to such United States Government Contract or Grant, including without limitation 2 CFR 215 Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit Organizations, Grant General Conditions (GC-1) 01/09, Federal Acquisition Regulations (FAR) and Defense Department Supplement to the Federal Acquisition Regulations (DF ARS). The parties agree to exclude the application of the UN Convention on the International Sale of Goods (CISG) to any Order for of Products made pursuant to this Agreement.

D.SERVICES. Supplier agrees to provide, at Suppliers cost and expense and on a nonexclusive basis, the services set forth in this Section D to University at no cost or expense to University for the term of this Agreement (the Included Services). Supplier and University may, from time to time, mutually agree in writing for Supplier to provide University with additional services other than the Included Services (the Additional Services and together with the Included Services, the Services):

1. Product Delivery and Related Services. All delivery, shipping, packing, marking, transporting, labeling, storage, insurance, boxing and crating services described in Section B of this Agreement, all other services provided by Supplier as described in Section B of this Agreement and all other services provided by Supplier as described in this Agreement other than the Additional Services are all part of the Included Services.

2. Installation and Networking. Supplier agrees to install all applicable Products and provide and complete networking integration of all applicable Products (with such applicable Products being installed on the date requested by University and any networking integration being completed within 10 days of delivery of such applicable Products).

3. Repair and Maintenance.

(a) General. Supplier agrees to provide full, complete and accurate repair and maintenance services for all Products, regardless of the reason for the repair or maintenance service, including without limitation, as applicable: (1) all repairs and maintenance requested by University; (2) all regular preventative maintenance based on manufacturer-recommended timetables; (3) all adjustments, repairs and parts replacements to keep the Products in excellent operating condition; and (4) all Product recalls.

(b) Scheduling and Requests. As requested by University, Supplier agrees to provide repair and maintenance services on site at University during normal business hours (i.e., 8:30 A.M. and 4:00 P.M., Monday through Friday, Central time, legal and University holidays excluded). Supplier agrees to provide repair and maintenance services on site at University outside normal business hours if reasonably requested by University. Supplier agrees to schedule regular preventative maintenance in advance, subject to Universitys approval, based on manufacturer-recommended timetables.

(c) Service Calls. Supplier agrees to have a formal service call procedure in place which explains how the service response time requirements will be met. Additionally, Supplier agrees to provide a back-up Supplier Personnel (as defined in this Agreement) to be used in the event of sickness, vacation or other unavailability of normally assigned Supplier Personnel.

(d) Technicians. All repair and maintenance will be performed by Suppliers experienced technicians trained on the Products. Supplier agrees to evaluate multiple technicians who are product-specific with guaranteed daily morning check-in and response time for service calls. Service technicians will be Supplier Personnel permanently employed on Suppliers staff, and no agent, subcontractor or third party service technicians will be permitted or accepted. Supplier agrees to provide current service technician certifications to University, and all such certifications will be maintained at all times.

(e) Replacement Parts. Supplier agrees to replace all nonconforming, defective, unserviceable or worn parts with parts approved by the manufacturer for replacement and carry the manufacturers standard warranty, in addition to any other warranties set forth in this Agreement, by law, rule, regulation, ordinance, code or legal requirement or otherwise.

(f) Results. All repair and maintenance will result in the Product being in excellent order and working condition, and if achieving such excellent order and working condition is not possible, Supplier agrees to replace the Product with a like replacement Product in excellent order and working condition.

4. Demos/Loaners. Supplier agrees to provide comparable demo/loaner Products to University that will allow continued operation when a Product is removed for service (including without limitation as a result of a Product recall).

5. Training. Supplier agrees to provide on-site training of University personnel for all Products, including without limitation any new employees and key operators of University. Supplier agrees to provide a key operator training program using experienced, qualified instructors.

6. Reports. Supplier agrees to provide University with: (a) standard and periodic reports regarding Universitys purchases, usage and any other information, as requested by University in its sole discretion; (b) reports, on a quarterly basis, as to any spending on, contracting with or other engagement by Supplier of small, disadvantaged, women-owned, veteran-owned and HUBZone businesses. Supplier shall provide efficient planning and execution of any Product or Service-related requests from University pursuant to this Agreement; and (c) any additional reports requested by University in Universitys sole discretion.

7. Supplies. Supplier agrees to provide University with all Product supplies and consumables. Supplier agrees to deliver all applicable Products with all required initial supplies. University agrees to be responsible for placing orders with Supplier for any additional supplies necessary over and above the initial supplies provided at installation of the Products.

8. Manuals and Catalogs. Supplier agrees to provide all operator/technical service manuals with each Product and distribute all Catalogs and other product literature to University.

9. Other Services. Supplier agrees to provide all Product demonstrations and seminars, personalized account management, web-based order entry training and other reasonable technical assistance and customized invoices.

10. Service Levels. Supplier agrees that any Supplier Personnel who are Suppliers sales representatives assigned to Universitys account or designated sales managers will return all University phone calls within one business day. Supplier agrees to provide University with the names and contact information of all Supplier Personnel through whom University may place Orders, request Services and seek technical advice. Supplier agrees to maintain a variety Products and Services to efficiently and effectively handle any University requests.

E.PRICING AND PAYMENT

1. Pricing. For Contract Items, Supplier shall provide University the pricing described in Exhibit A attached to this Agreement. For Catalog Products, Supplier agrees to provide University the pricing described in, as applicable, Exhibit B attached to this Agreement or in Suppliers Online Catalog. For all Other Products, Supplier agrees to charge University the same prices that the wholesaler charges Supplier for those items; provided, however, that both parties agree to review such Other Products for appropriateness and potential deletion from Order selection. Price increases may necessitate a revision of prices from time to time for Products sold under this Agreement. However, the parties agree that prices will be frozen for the first [_________] year[s] of the term of this Agreement. Thereafter, price increases will be limited to no more than [___]% annually; provided, however, that in no event will Products purchased from Supplier increase by a weighted average exceeding the Bureau of Labor Statistics CPI (not CPI-U) for any Agreement year in which a price increase is permissible pursuant to this Agreement. Supplier shall provide University with immediate written notice of any such price increases, and within seven days after providing such notice to University, Supplier will supply University with a manufacturer national price increase letter in the amount equal to or greater than such increase passed on to University to support any price increase. If such documentation is not received or does not fit this criterion, any such price increase(s) will be immediately reversed and credited.

2. Payment. Payment is generally made by University within 30 days upon Suppliers presentation of an invoice for Products delivered pursuant to an Order. All invoices will be net of any taxes from which University is exempt. Notwithstanding the foregoing, payment will not be due until the later of: (a) 30 days from the date the invoice is received at the address indicated in the Bill To field on the face of the Order, or (b) from the date the Products are delivered to the destination specified in the Ship To field on the face of the Order. If University is entitled to a cash discount, the period of computation will commence on the date the entire Order is delivered or the date the invoice is received, whichever is later.

3. Services. Supplier agrees to provide the Included Services at Suppliers own cost and expense and at no cost or expense to University. The cost or expense for any Additional Services will be reasonable and determined by mutual written agreement of University and Supplier.

4. Setoffs and Payment Methods. All amounts due and payable by University to Supplier will be subject to deduction or setoff by University by reason of any claims University may have against Supplier. Payments by University pursuant to this Agreement may be made via credit card (including without limitation Visa), procurement card, check, wire transfer, electronic funds transfer through the ACH network and an E-Payables Payment, as determined by University in Universitys sole discretion, and Supplier has the ability to, and agrees to, accept all such payment forms. As of the Effective Date, Supplier has provided to University a complete and accurate Internal Revenue Service Form W-9.

5. No Third Party Payments. University and Supplier acknowledge and agree that University will only make payments pursuant to this Agreement to Supplier and not to any third party, unless otherwise consented to by University in writing and the parties enter into an amendment to this Agreement pursuant to Section K(20) of this Agreement to address such payments to third parties.

6. No Minimums or Guarantees. Except to the extent otherwise set forth in this Agreement, Supplier agrees that University has made no representation, warranty, guarantee or commitment that University will purchase any minimum quantity of Products or Services under this Agreement. Supplier further agrees that any inventories, residual or otherwise, which Supplier may establish or which may otherwise arise from Suppliers performance under this Agreement will be at the sole risk and responsibility of Supplier and that University has made no representation, warranty, guarantee or commitment that University will be obligated to purchase all or any part of any such inventories. Performance beyond the terms and conditions of this Agreement will be at the sole risk of Supplier, and University will have no obligation to pay for Products or Services which exceed the terms and conditions of this Agreement, and Products or Services which exceed the terms and conditions of this Agreement will be deemed to be donations to University, with University having no obligation to return such Products or Services. The parties recognize and agree that Universitys needs for Products and Services may fluctuate widely.

F.REPRESENTATIONS AND WARRANTIES

1. Authorization. Supplier represents and warrants to University that Supplier is fully authorized and empowered to enter into this Agreement and that the performance of Suppliers duties and obligations under this Agreement does not violate, breach or otherwise conflict with any agreement between Supplier and any other person, firm or organization.

2. Products and Services. Supplier represents and warrants to University that: (a) all Products furnished hereunder are new, in first class condition and unused (and any verbal agreements to the contrary are not recognized); (b) all Products and Services furnished hereunder conform to all requirements, drawings, specifications, other descriptions and appropriate standards; (c) all Products and Services furnished hereunder meet or exceed all applicable industry standards (for safety or otherwise) and are compatible in all respects with all existing University products, equipment and other materials; (d) all Products and Services are free from defects, including, where applicable and without limitation, defects in material, workmanship and title; (e) all Products and Services furnished hereunder are merchantable in all respects, including without limitation within all applicable meanings under the Uniform Commercial Code, and are safe and appropriate for the purposes for which Products and Services of that kind are normally used (if Supplier knows or has reason to know the particular purpose for which University intends to use the Products or Services, Supplier also represents and warrants to University that such Products and Services are fit for such particular purpose); (f) all Products and Services furnished conform in all respects to samples, advertisements and other forms of representation made to University regarding the Products or Services purchased; and (g) Supplier has title to and owns the Products Supplier provides at the time of delivery to University and Supplier has the right to provide the Products to University.

3. Pricing. Supplier represents and warrants to University that: (a) the prices for the Products and Services provided University hereunder are not less favorable than those extended to any similar customer for the same or similar Products or Services in similar quantities or scope of work and such prices do not violate any law, rule, regulation, ordinance, code or legal requirement relative to price discrimination, price fixing or price stabilization; (b) in the event Supplier reduces Suppliers prices for such Products or Services during the term of this Agreement, Supplier agrees to reduce the prices hereof accordingly effective as of the date of such price reduction; (c) all prices are complete and no additional costs or expenses of any type are added (such additional costs and expenses include without limitation shipping, packing, crating, marking, transporting, labeling, custom duties, taxes, storage, insurance, boxing and crating); and (d) in the event Supplier breaches this price warranty, the prices of the Products or Services are reduced accordingly retroactively to the date of such breach.

4. Gifts and Gratuities. Supplier represents and warrants to University that Supplier has neither received gifts or gratuities from, nor given gifts or gratuities to, any member of University community, nor participated in any other unethical conduct in connection with this Agreement.

5. Other Representations and Warranties. The representations and warranties set forth in this Section F are in addition to representations and warranties, whether express or implied, offered by Supplier and any manufacturer and any representations and warranties available as a result of applicable laws, rules, regulations, ordinances, codes or legal requirements (including without limitation the Uniform Commercial Code), and the representations and warranties set forth in this Section F will not be construed as restricting or limiting any representations or warranties, whether express or implied, of Supplier or any manufacturer or available as a result of applicable laws, rules, regulations, ordinances, codes or legal requirements (including without limitation the Uniform Commercial Code). To the extent a conflict arises between the representations and warranties in this Agreement and any representations or warranties, whether express or implied, offered by Supplier or any manufacturer or available as a result of applicable laws, rules, regulations or legal requirements, the conflict will be resolved in the broadest manner that is most favorable to, beneficial for and protective of University. Inspection, test, acceptance or use of the Products or Services furnished hereunder will not affect Suppliers obligations under this Section F, and such obligations will survive inspection, test, acceptance and use. Suppliers representations and warranties will run for the period of this Agreement and after termination, expiration or cancellation of this Agreement and will run to University, Universitys successors, assigns and users of Products or Services. With respect to manufacturer warranties, Supplier agrees to provide University with any reasonably necessary assistance to pursue Universitys rights under such warranties. Supplier represents and warrants to University that all Suppliers representations and warranties in this Agreement are true, correct and accurate as of the Effective Date and will remain true, correct and accurate each date during the term of this Agreement. If, at any time, University determines that Supplier is in violation due any of the foregoing representations and warranties, University may consider Supplier in breach of this Agreement, and University will have no further obligation to Supplier, in addition to any other rights and remedies available under this Agreement or in law or in equity or otherwise.

G.INDEMNIFICATION AND INSURANCE

1. Indemnification. Supplier agrees to hold harmless and indemnify University, Universitys affiliates and their respective employees, officers, trustees, directors and agents from and against any and all claims, liabilities, obligations, damages, costs, expenses, fines, actions and/or suits (including without limitation reasonable attorneys fees, or upon the option of University, Supplier agrees to provide a defense to University), demands and causes of action (collectively, the Claims) of every kind and character related to or arising out of: (a) Suppliers or any Supplier Personnels performance of or breach of Suppliers obligations under this Agreement; (b) any act, error or omission of Supplier or any Supplier Personnel, including without limitation any act, error or omission of Supplier or any Supplier Personnel resulting in any personal injury or death of any person or the damage to or destruction of any property in connection with this Agreement; (c) the Products, including without limitation defective, unsafe or nonconforming Products supplied by Supplier; (d) the Services; (e) any alleged or actual infringement or violation by Supplier or any Supplier Personnel of any patent, copyright, trademark, trade secret, intellectual property or other right or proprietary interest of any other person or entity; or (f) Suppliers or any Supplier Personnels alleged or actual breach or violation of any representation or warranty in this Agreement or otherwise. This Section G(1) will survive the termination or expiration of this Agreement.

2.Insurance. Supplier agrees to procure and maintain during the term of this Agreement, at Suppliers own expense, and from an insurance company duly authorized to do business in Illinois and having a minimum A.M. Best rating of A-/VII, the below listed insurance coverage. Loyola University of Chicago will be named as an additional insured on the Automobile and General Liability policies. Upon execution of this Agreement and promptly following each policy renewal thereafter, Certificates of Insurance are to be sent/emailed/faxed to each of the following:

Loyola University of ChicagoLoyola University of Chicago

820 N. Michigan Avenue820 N. Michigan Avenue

Chicago, Illinois 60611Chicago, Illinois 60611

puchlsc@luc.eduRiskManagement@luc.edu

FAX: (312) 915-8788FAX: (312) 915-7003

Attn: Director of PurchasingAttn: Risk Manager

(a) Commercial General Liability Insurance with a limit of not less than $1 million per occurrence/$2 million aggregate, including bodily injury, property damage, products liability and completed operations.

(b) Automobile Liability Insurance with limits of not less than $1,000,000 bodily injury and property damage per occurrence. Coverage will include owned, non-owned and hired vehicles.

(c) Workers Compensation Insurance, if required by applicable law, at statutory limits to cover Suppliers employees, and Employers Liability Insurance in the minimum amount of $1 million per accident, $1 million per disease/each employee and $1 million per disease policy limit.

(d) Umbrella Liability Insurance with a minimum $5 million limit, covering the General Liability, Automobile Liability and Employers Liability Insurance policies.

(e) Professional Liability Insurance for errors and omissions with a minimum limit of $2 million per claim/$2 million aggregate.

H.TERM AND TERMINATION.

1.Term. The term of is Agreement commences on the Effective Date and, unless earlier terminated pursuant to this Agreement, expires on [__________________] (the Expiration Date). University will have the option of renewing this Agreement for additional one year periods. University agrees to give Supplier written notice of Universitys intent to renew no less than 30 days prior to, as applicable, the Expiration Date or the then-current expiration date of a renewal period, and if University elects to renew, the terms of said renewal will be specified in writing as a part of the written notice. If the agreement is not renewed, this Agreement will terminate on the Expiration Date or the then-current expiration date of a renewal period.

2. Termination for Any Reason. University may terminate this Agreement for any reason during the term of this Agreement by giving Supplier written notice no later than 60 days prior to the effective date of the termination.

3. Termination for Breach. Without limiting anything in this Agreement, if Supplier fails to perform any of Suppliers obligations pursuant to this Agreement or knowingly makes an erroneous certification or misrepresentation in any Request for Proposal process in connection with this Agreement, it will be deemed a breach of this Agreement, and University may immediately terminate this Agreement upon written notice to Supplier. Without limiting anything in this Agreement, in the event Supplier violates, breaches or fails to perform, or delays performance of, any of the terms or conditions of this Agreement, or Supplier anticipates any such violation, breach, failure or delay, Supplier agrees to immediately notify University upon becoming aware of it, and Supplier will be in breach of this Agreement in the event of any such violation, breach, failure or delay.

4. Termination for Insolvency. Without limiting anything in this Agreement, University may immediately terminate this Agreement upon written notice to Supplier in the event that Supplier becomes insolvent, makes a general assignment for the benefit of Suppliers creditors, suffers or permits the appointment of a receiver for Suppliers business or assets, becomes subject to or initiates a proceeding under any bankruptcy or insolvency law, rule, regulation, ordinance, code or legal requirement or has wound up or liquidated Suppliers business.

5. Termination and Payment. In the event of any termination by University pursuant to this Agreement (including without limitation this Section H): (a) University will not be liable to Supplier for any amount; (b) Supplier will be liable to University for any and all losses, damages and expenses (including without limitation costs of cover) sustained by reason of the termination; and (c) to the extent University has pre-paid any amounts under this Agreement, Supplier agrees to refund such pre-paid amounts to University upon such termination. Notwithstanding anything to the contrary herein, Supplier will not be paid for anything less than total performance by Supplier under this Agreement, as determined by University in Universitys sole discretion, regardless of the reason for the lack of total performance.

6. Post-Termination. Termination of this Agreement by University for any reason pursuant to this Section H will not affect the obligations of Supplier to University accrued prior to the effective date of termination. Upon termination of this Agreement for any reason, Supplier agrees to: (a) cease providing all Products and Services; (b) vacate all University premises, properties, campuses, facilities and locations and, except as otherwise provided herein, deliver such University premises, properties, campuses, facilities and locations to University in the same condition as such University premises, properties, campuses, facilities and locations s were upon execution of this Agreement, reasonable wear and tear excepted; (c) cease using and return to University (or, at Universitys request, destroy) all proprietary and confidential information (including without limitation such information covered by Section I of this Agreement) belonging to and or received from University and certify that such information is no longer being used and has been returned or destroyed, as applicable; (d) cooperate with University in the transition process to a new [__________________] and related products and services vendor; and (f) no longer use the name Loyola or the University Marks (herein defined) in any manner whatsoever. Supplier agrees that if Supplier does not comply with any of the foregoing provisions upon termination of this Agreement, University will be irreparably harmed and entitled to equitable and any other appropriate relief. This Section H(6) will survive the termination or expiration of this Agreement.

7.Force Majeure. Notwithstanding anything to the contrary herein, neither party will be considered in breach of this Agreement for any temporary delay in performance resulting in whole or in part from acts of God, natural disaster, labor disputes affecting third parties, severe weather conditions, interruption of utility services, acts of any unit of government or governmental agency or any other unforeseeable and unpreventable circumstances beyond the control of either party in the conduct of its business, so long as (a) it provides the other party with prompt notice of such delay and cause, (b) it resumes its performance as soon thereafter as is reasonably practicable, and (c) the obligations of both parties hereunder will be temporarily suspended for such period.

I.CONFIDENTIALITY. All knowledge and information which Supplier, Suppliers affiliates or any of their respective workers, personnel and employees (including without limitation management staff) (collectively, Supplier Staff and, together with any other workers, personnel, staff, employees, directors, trustees, officers, agents, consultants, subcontractors, affiliates of Supplier or Suppliers affiliates or any other individuals or entities with whom Supplier or Suppliers affiliates contract or who are otherwise acting on behalf of Supplier or whose acts Supplier may otherwise be liable for, including without limitation any independent contractors or independent consultants, the Supplier Personnel) may acquire from University, Universitys affiliates or their respective employees, officers, directors, trustees, subcontractors, agents or students, or as a result of Suppliers providing the Products or Services or Suppliers performance of Suppliers obligations under this Agreement or otherwise, regarding students, financial or operational information, any information relating to any Order or any other matters pertaining to University is regarded as proprietary and confidential information which is owned by University. Supplier agrees that such information will only be used by Supplier for purposes of the performance of Suppliers obligations under this Agreement and that such information will not be disclosed by Supplier or any Supplier Personnel to any other party directly or indirectly, during or subsequent to the term of this Agreement except as required by applicable law, rule, regulation, ordinance, code or legal requirement. Supplier also agrees to comply with the Family Educational Rights and Privacy Act of 1974, as amended. Supplier agrees to not infringe on the proprietary rights (including without limitation copyrights, patents, trademarks or trade secrets) of University or any third parties. No item furnished by University to Supplier pursuant to this Agreement, or tools, plans, designs, drawings or specifications or other descriptions for producing the same, which have been specifically designed for or by University, will be duplicated or used by Supplier. Upon termination or expiration of this Agreement, Supplier agrees to promptly return all confidential information to University, or make such other disposition thereof as may be directed or approved by University, as further described in Section H(6) of this Agreement. Supplier agrees that if Supplier violates this Section I, University will be irreparably harmed and entitled to equitable and any other appropriate relief. This Section I will survive the termination or expiration of this Agreement.

J.PERSONNEL.

1. Personnel. Supplier agrees to provide sufficient, professional and experienced Supplier Personnel to furnish and perform the Products and Services under this Agreement. Supplier agrees that, at all times, the Supplier Personnel furnishing or performing the Products or Services under this Agreement will do so in a safe, professional, proper, effective, workmanlike and dignified manner and will engender goodwill with all faculty, staff, students and visitors of University. Supplier has the ability to and agrees to keep in contact with supervisory Supplier Personnel who will respond to any problems, as needed. Operational liaisons between Supplier and University will be through the University Director of Purchasing or other designee of University, unless otherwise directed by University. Supplier agrees to provide notice to University of any Supplier Personnel changes involving any management-level Supplier Personnel who are specifically engaged or otherwise working with University pursuant to this Agreement.

2. Independent Contractor. All Supplier Personnel employed in connection with or otherwise involved with the Products, the Services and/or this Agreement will be deemed employees solely of Supplier and will not be deemed for any purposes whatsoever employees or agents of, acting for or on behalf of University. Supplier agrees to perform pursuant to this Agreement as an independent contractor and agrees to discharge all Suppliers liabilities as such. The parties agree that no legal relationship of any kind exists as a result of this Agreement, other than the covenants expressly contained herein. This Agreement will not constitute, create, give effect to or otherwise imply a joint venture, partnership or business organization of any kind. The parties to this Agreement are independent parties and the personnel of one party will not be deemed the personnel of the other. Each party will be solely responsible for payment of all compensation and employee benefits owed to each partys respective personnel, including without limitation payment of any taxes related to employment and workers compensation insurance. Supplier agrees to be responsible for Supplier Personnel. Supplier agrees to be solely responsible for, and indemnify and hold harmless University from, fees, salaries, payroll or any other taxes, unemployment insurance, workers compensation coverages or other benefits or charges relating to Supplier Personnel employed in connection with or otherwise involved with the Products, the Services and/or this Agreement. No acts performed or representations, whether oral or written, made by Supplier, with respect to third parties, will be binding on University. Supplier agrees to make all purchases in connection with this Agreement in Suppliers own name and will not attempt in any way to bind University in Suppliers contracts, agreements, engagements or other arrangements, whether written or oral. This Section J(2) will survive the termination or expiration of this Agreement.

3. Background Checks. Each year during the term of this Agreement, Supplier agrees to conduct background checks on any Supplier Personnel employed in connection with or otherwise involved with the Products, the Services and/or this Agreement. Such background checks must date back to at least seven years prior to the date of such background checks and include, at a minimum, a fingerprint check, a social security number trace to determine current and prior residences, criminal felony and misdemeanor checks at all residences, a federal criminal check and the National Sex Offender Registry check. Any Supplier Personnel who does not pass a background check contemplated by this Section J(3) will be prohibited from and/or immediately cease from being involved with the Products, the Services and/or this Agreement.

4. No Fraternization. Supplier Personnel employed in, providing Products and/or Services in connection with or otherwise involved with the Products, the Services and/or this Agreement are strictly prohibited from fraternizing, dating, becoming romantically involved with, having sexual relations with or otherwise entering into social relationships, whether in person, via social media, by cell phone or in any other medium or method of communication or interaction, with Universitys students, faculty, staff or guests. Supplier agrees to ensure that Supplier Personnel employed in, providing Products and/or Services in connection with or otherwise involved with the Products, the Services and/or this Agreement abide by this Section J(4). Any Supplier Personnel who breaches this Section J(4) will be prohibited from and/or immediately cease from being involved with the Products, the Services and/or this Agreement.

K.MISCELLANEOUS

1. Nonexclusive. This Agreement is not exclusive, and nothing contained in this Agreement will be construed or interpreted as prohibiting, limiting, impairing or restricting University from purchasing, leasing or otherwise obtaining: (a) any other similar or related products as the Products from any other party; or (b) any other similar or related services as the Services from any other party.

2. Performance Evaluation. On a quarterly basis, or as otherwise requested by University in Universitys sole discretion, Supplier agrees to meet with University for University to evaluate Suppliers performance pursuant to this Agreement.

3. Presence on University Premises. University agrees to permit Supplier Personnel reasonable access to Universitys facilities in connection with performance hereunder. Supplier agrees that all Supplier Personnel whose duties bring them upon any University premise, property, campus, facility or location will obey the policies, procedures, practices, protocols, rules and regulations that are established by University and will comply with the reasonable directions of University employees, officers, directors, trustees, subcontractors and agents. Supplier agrees to provide University with the names of all Supplier Personnel that may be present at any University premise, property, campus, facility or location pursuant to this Agreement, and University reserves the right to approve the presence of any Supplier Personnel at any University campus, property, location, facility or premise. Supplier agrees to be responsible for the acts of all Supplier Personnel while on any University premise, property, campus, facility or location. Accordingly, Supplier agrees to take all necessary precautions to prevent injury and/or loss to persons or property located on any University premise, property, campus, facility or location. Supplier agrees to be responsible for all damages to persons or property caused solely or partially by Supplier or any Supplier Personnel. Supplier agrees to promptly repair, to the specifications of University, any damage that Supplier or any Supplier Personnel may cause to any University premise, property, campus, facility or location or any University product, material or equipment, and on Suppliers failure to do so, University may repair such damage and Supplier agrees to reimburse University promptly for the cost of the repair. Supplier agrees that, in the event of an accident of any kind, Supplier agrees to immediately notify the appropriate University employees, officers, directors, trustees, subcontractors and agents and thereafter furnish a full written report of such accident, and Supplier agrees to perform pursuant to this Agreement without interfering in any way with the activities of Universitys faculty, students, staff or visitors.

4. Right of Audit. University, or Universitys authorized third party auditor, will have the right to inspect and copy such books, records and documents (in whatever medium they exist) as well as all accounting procedures and practices of Supplier and any Supplier Personnel to verify Suppliers performance and all prices/expenses submitted pursuant to this Agreement and will have the right to audit the compliance of billings and shipments by Supplier and anything else desired to be audited by University or Universitys authorized third party auditor. Supplier agrees to permit University employees, officers, directors, trustees, subcontractors and agents reasonable access to Suppliers facilities and books, records and documents in connection with such audits. All such books, records, documents and other items will be retained by Supplier for a minimum of three years after the delivery of the Products or Services, as applicable. If any variances occur, both parties will work to expedite their resolution. Any University credit requests to cure any documented variances will be issued or otherwise mutually settled within 30 days of variance discovery and written communication to Supplier.

5. University Initiatives. Supplier agrees to support, conform to, comply with and act in accordance with any applicable University initiatives proposed, conducted or operated by University from time to time or otherwise in effect from time to time, as determined by University in Universitys sole discretion, including without limitation initiatives relating to University sustainability and recycling (collectively, University Initiatives). Supplier agrees to implement any changes, adjustments or modifications in connection with the Products, Services, Suppliers operations or this Agreement to support, conform to, comply with and act in accordance with any University Initiatives, as directed by University.

6. Publicity. Supplier agrees not to use this Agreement as a part of any news release or commercial advertising without prior written approval of University. Supplier agrees to not use Universitys name in connection with Suppliers sales promotion or publicity without prior written approval from University.

7. No Intellectual Property Rights. Supplier recognizes Universitys ownership and title to Universitys names, logos, trademarks, service marks and trade names whether or not registered (collectively, the University Marks). Supplier agrees to not act to impair the rights of University in and to the University Marks. Supplier has no license or other rights to print, display or otherwise use, and will not acquire any rights in, the University Marks. Any unauthorized use or modification to the University Marks is expressly prohibited. Nothing in this Agreement will confer upon Supplier any right of ownership in the University Marks, and Supplier agrees to not represent or use the University Marks in a manner that suggests that such rights are conferred.

8. Other Property and Data Rights. All materials, tools, plans, designs, specifications, equipment and other property either furnished by University to Supplier or individually paid for by University will remain the property of University, but Supplier assumes the risks of, and will be responsible for, any loss thereof or damage thereto, until returned in good order to University. Such property will, at all times, be safely stored and properly maintained by Supplier. Supplier agrees to return such property to University or to any other person as University may direct, in the condition in which it was received, manufactured or procured by Supplier except for reasonable wear and tear and except to the extent that such property has been incorporated in any Products delivered or has been reasonably consumed in performance of Services under this Agreement. Unless otherwise agreed in writing, Supplier agrees: (a) that any computer program, software, documentation, copyrightable work, discoveries, inventions or improvements developed by Supplier resulting from any performance of Services or delivery of Products pursuant to this Agreement are the property of University; and (b) to assign all rights therein to University. Supplier further agrees to provide University with any assistance which University may require to obtain patents or copyright registrations, including without limitation the execution of any documents submitted by University.

9. Tax Exempt. University is an Illinois not-for-profit corporation and is organized for any and all charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended. University is therefore exempt from certain taxes, including Illinois state sales and use taxes. At all times, the parties will operate the arrangements contemplated by this Agreement in furtherance of Universitys exempt purposes and, in the event of a conflict between Universitys exempt purposes and any provision of this Agreement, Universitys exempt purposes will control. Notwithstanding any contrary provision of this Agreement, University reserves the right to take any action regarding the arrangements contemplated by this Agreement necessary to protect Universitys tax-exempt status, including without limitation termination of this Agreement.

10. Governing Law. This Agreement will be construed under and governed by the laws of the State of Illinois, Cook County. The parties consent to and agree to submit to the jurisdiction of any court (state or federal) sitting in Cook County, Illinois, for purposes of any lawsuit concerning this Agreement.

11. Compliance with Laws. Supplier agrees to comply in all respects with all applicable laws, rules, regulations, ordinances, codes and legal requirements governing or relating to this Agreement, the Products, the Services or the duties, obligations or business practices of Supplier. Supplier agrees to obtain any permits, certifications, licenses, accreditations, approvals and any other permissions (without material qualifications) necessary for or governing or relating to this Agreement, the Products, the Services or the duties, obligations or business practices of Supplier. Supplier agrees to not take any action in violation of any applicable law, rule, regulation or legal requirement that could result in liability being imposed on University. Supplier agrees to ensure that Supplier Personnel comply in all respects with this Agreement and with all applicable laws, rules, regulations, ordinances, codes and legal requirements governing or relating to this Agreement, the Products, the Services or the duties, obligations or business practices of Supplier.

12. No Requirements or Exclusive Dealing. This Agreement does not constitute a requirements or exclusive dealing type contract.

13. Non-Discrimination. Supplier agrees to not discriminate against any employee, applicant for employment or customer at any time because of race, color, sex, sexual orientation, age, religion, national origin, nondisqualifying handicap or disability, marital status or any other characteristic protected by applicable law, rules, regulation, ordinance, code or legal requirement.

14. No Substitutions; No Security Interest. No substitution of any Product or Service of any kind will be provided by Supplier without written approval of University. This Agreement does not in any way create any security interest in or in favor of either party.

15. No Implied Waiver. Any waiver of any particular provision of this Agreement, or breach thereof, does not imply waiver of such provision, or enforcement of such provision, or any other provision of this Agreement in the future. Without limiting the foregoing sentence, the failure or delay of University to require performance of any provision or to exercise any right or remedy will not be construed as a waiver of any such provision, right or remedy and will not affect Universitys right to enforce it at a later term and will not modify this Agreement.

16. Non-Exclusive Remedies. The rights and remedies of University set forth in this Agreement are not exclusive, are in addition to any other rights and remedies available to University in law or in equity or otherwise and may be exercised either concurrently or separately. The exercise of any one right or remedy will not be deemed an election of such right or remedy or preclude the exercise of any other right or remedy.

17. Severability. If any provision of this Agreement is held to be invalid or unenforceable, then that provision or portion notwithstanding, this Agreement will remain in full force and effect, and such provision or portion will be deemed omitted, and this Agreement will be construed as if such provision has not been contained herein.

18. Survival. Notwithstanding anything to the contrary in this Agreement, all provisions of this Agreement that contain continuing obligations or that by their nature should survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement.

19. Entire Agreement. This Agreement and the Exhibits pursuant to this Agreement collectively constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior negotiations, offers, proposals, communications, agreements and understandings of the parties, whether written, oral or implied, except any representations and warranties made by Supplier outside this Agreement and the Exhibits to University regarding the Products and Services, as contemplated by Section F(5) of this Agreement. The provisions of the Exhibits attached to this Agreement are incorporated herein by reference and are an integral part of this Agreement. To the extent the provisions of such Exhibits conflict with this Agreement, the provisions of this Agreement will take precedence. This Agreement will inure to the benefit of Supplier and University and to their successors and assigns. The rights of the parties to terminate, rescind or agree to any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

20. Amendments. All amendments to this Agreement will be in writing and executed by duly authorized representatives of Supplier and University.

21. Assignment and Subcontracting. Supplier agrees to not assign, pledge, transfer, hypothecate or subcontract this Agreement in whole or in part, without Universitys prior written consent. Any attempt to assign or subcontract this Agreement without Universitys consent will be null and void. To the extent applicable, Supplier agrees to include the language from any Conflict of Interest Form executed by Supplier in any Request for Proposal process in connection with this Agreement in all subcontract awards at any tier and require that all recipients of subcontract awards will certify and disclose accordingly. Supplier acknowledges that, notwithstanding the foregoing, Supplier alone will remain responsible for the performance of Suppliers obligations and duties pursuant to this Agreement, and no assignment, pledge, transfer, hypothecation or contract, even if consented to in writing by University, will release Supplier from Suppliers obligations and duties pursuant to this Agreement.

22. Construction and Effect. When a reference is made in this Agreement to a section, such reference will be to a section of, this Agreement, unless otherwise indicated. The section headings for this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words include, includes or including are used in this Agreement, they will be deemed to be followed by the words without limitation. The word or when used in this Agreement is not exclusive. The words hereof, herein and hereunder and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions set forth in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any statute defined or referred to herein or in any agreement or instrument that is referred to herein means such statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes, and any rules, regulations or guidelines issued or promulgated thereunder. References to a person are also to such persons permitted successors and assigns. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

23. Counterparts. This Agreement may be executed in two or more counterparts, each of which together will be deemed an original, but all of which together will constitute one and the same instrument.In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a .pdf or other format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf or other format data file signature page were an original thereof.

24. Notice. All notices relating to this Agreement will be in writing and will be (a) sent by facsimile; (b) delivered by messenger or overnight carrier; or (c) mailed by first class mail, certified mail or registered mail, to the other party at the address below, or such other address as may be given in writing: (1) notices to University: Loyola University of Chicago, 820 N. Michigan Avenue, Chicago, IL 60611, Attn: Director of Purchasing, Facsimile: (312) 915-8788, with a copy to: Loyola University of Chicago, Office of the General Counsel, 820 N. Michigan Avenue, Chicago, IL 60611, Attn: Vice President and General Counsel, (312) 915-6208; and (2) notices to Supplier: [__________],[__________], [__________], Attn: [__________], Facsimile: [__________]. Notices made pursuant to this Agreement by facsimile, overnight carrier, messenger or first class mail will be deemed to be effective upon receipt. Notices made pursuant to this Agreement by certified mail or registered mail will be deemed to be effective on the date indicated on the receipt for such mail.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

LOYOLA UNIVERSITY OF CHICAGO

By:

Name:

Title:

[_____________________________]

By:

Name:

Title:

2

Exhibit A

Contract Products and Pricing

See attached.

Exhibit B

Catalog

See attached.