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Last modified
8/8/2024 12:24:55 PM
Creation date
4/11/2022 4:07:50 PM
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Contracts
Company Name
BAKER & TAYLOR LLC
Contract #
N-2022-095
Agency
Library
Expiration Date
2/25/2025
Insurance Exp Date
11/2/2024
Destruction Year
2029
Notes
For Insurance Exp. Date see Notice of Compliance
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12.5 On termination or expiry of this Agreement, you shall destroy any downloaded or printed extracts from <br />the website and completely purge any copies of the Software from all of your systems subject always <br />to you retaining your collection management audit trail, all to your satisfaction for which you seek <br />agreement from us. <br />12.6 In regards to multiyear agreements, if the subscription was terminated before the end of the period <br />set forth in this agreement, then the discount applied for previous periods would be payable. <br />13. Compliance with Laws <br />You will comply with all applicable laws and regulations in respect of your use of the Service including <br />but not limited to data protection and privacy laws and regulations. We reserve the right to remove <br />from our systems/records any material, content or data which we reasonably believe may lead to a <br />third party claim against us. You will fully and effectively indemnify us in relation to any negligent <br />breach of the terms by you of this Clause 13. <br />14. Data Protection and Privacy <br />By subscribing for the Service, you consent to our retention, use and disclosure of your details <br />(Your holdings metadata, item level details, i.e. title, author, barcodes #, etc.) solely for the <br />purposes of delivering the Service to you. You are responsible for advising your employees and <br />other users and your customers about how we use information provided to us, and for procuring any <br />necessary consents. <br />15. This Section is intentionally blank. <br />16. Availability <br />Whilstwe will use our commercial reasonable endeavours to ensure that the Service will be available <br />to you (subject to Clause 5), and that data will be held securely and appropriately backed up, no <br />warranties are given in this regard and we specifically do not represent or warrant that: <br />(a) the Service will be uninterrupted or error free and you acknowledge and agree that the <br />existence of such errors and/or the occurrence of interruptions shall not constitute a breach <br />of this Agreement; or <br />(b) defects out with our control in the Service will be corrected. <br />We are not responsible for being blocked by ISPs, firewalls, routers and/or software, devices or <br />equipment of a similar nature over which we have no control where this impacts on the provision of <br />the Service. <br />17. Passwords and Security <br />You shall be responsible for ensuring that any and all usemames and passwords provided to you <br />and/or your employees, agents or other authorised representatives forthe purposes of accessing the <br />Service are kept secure and disclosed only to your authorised representatives who have a need to <br />know such usernames and passwords. Without prejudice to the foregoing, you shall ensure that the <br />Service is not used by or on behalf of any person, other than you or any of your employees, agents <br />or other authorised representatives or Permitted Users, who are not authorised to do so. You are <br />entirely responsible for any and all activities that occur in accessing and using the Service using <br />passwords Issued to you or your Permitted Users. You shall immediately notify us of any unauthorised use <br />of the Service using your passwords or any other breach of security but to avoid any doubt, we are <br />not liable to you or anyone else for any loss or damage arising from your failure to comply with the <br />above. <br />18. Confidentiality <br />18.1 In the course of the performance of its obligations and exercise of its rights under this Agreement, the <br />Parties both agree that each may acquire information and/or proprietary materials from the other, <br />which information is not generally known in the relevant trade or industry of either party or third parties <br />with which either party conducts or may conduct business. As used in this Agreement, "Confidential <br />Information" means all non-public information disclosed by one party or its agents (the 'Disclosing <br />Party") to the other party (the "Receiving Party") that is designated as confidential or that, given the <br />nature of the information or the circumstances surrounding its disclosure, reasonably should be <br />considered as confidential. Confidential Information includes, but is not limited to, (1) non-public <br />
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