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Nashua
Public
Library

October 7, 2019

To: Finance Committee
From: Jennifer McCormack, Director
RE: Integrated Library System replacement contract

The Nashua Public Library has been using Sirsi-Dynix’ Symphony and Enterprise products for our
Integrated Library System since 2011. in order to better serve our customers and provide improved
access to our online and print resources the library has solicited bids for a new system which includes ILS
enhancements that have been developed since we implemented Symphony nearly 9 years ago. Among
these enhancements are the ability to check out digital materials within our online catalog, a mobile
circulation module that we can use at our many community engagement events and the ability for
customers to pay their overdue fines online with a credit or debit card.

With this goal in mind the library released an RFP on May 20, 2019 and we received proposals
from 6 vendors on or before the deadline of 6/20/2019. These were evaluated over the next several
weeks using a process which is detailed in the attached memo to the Board of Library Trustees. Based on
the results of this selection process the Library Board of Trustees voted to approve the selection of Sirsi-
Dynix at their regular meeting on September 3, 2019.

lam recommending that the contract be awarded to Sirsi-Dynix in the amount of $73,710;
$4,360 of which are one-time setup costs. This purchase will be paid for with the library’s Hardware
Maintenance account (79.1.770 54414), Technology operations account (79.1.770 54428) and some
funds held in escrow from the FY2019 appropriated budget. Implementation of the new features will

begin upon signing of the new contract and are expected to be completed by the end of February, 2020.

Sincerely, Oe

ennifer McCormack, Director

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

Nashua
Library

July 27, 2019

TO: Board of Trustees
FROM: Jennifer McCormack, Director
RE: ILS selection

The RFP for our new ILS was released on 5/20/2019; it was posted on the city’s website
and sent directly to 5 vendors. We received proposals from 6 vendors on or before the
deadline of 6/20/2019 and these were evaluated over the next several weeks using the
following process:

First round: Jenn and | evaluated hosting capabilities (Security, disaster recovery,
capacity) and the strength of the migration and implementation plans. 3 proposals
were eliminated from consideration during this phase.

Second round: A team of 7 senior staff (including the Director and Assistant Director)
observed full day in-person demos of each proposed software solution. Each of these
demos was scored using the attached grid and staff also submitted written comments
and final recommendation to the Director. An additional vendor was eliminated during
this phase, leaving only Innovative (iii) and Sirsi under consideration. Innovative received
higher scores higher than Sirsi which was expected since we are a current Sirsi customer
and they didn’t do in-depth demonstrations of the modules that we are already using.
Overall the team was split fairly evenly regarding which system was recommended at
the conclusion of this evaluation phase. .

Third round: The Director and Assistant Director called references for Innovative. For
this piece we chose 2 NH librarians that we know well, one of whom was suggested by
Innovative and one who was not. Asummary of our notes from these conversations is
attached: both of these conversations gave us concern about the level of support
provided by Innovative. Additionally we learned the Innovative is in the process of

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

phasing out some of the components they proposed and replacing them with new
products: something they did not mention in their bid or during the demo.

Final round: | did a pricing comparison of the 2 proposed systems. This was a fairly
challenging exercise since the packages they are proposing don’t exactly match, but you
can see the summary of my comparison on the attached report which includes a
summary of the package each vendor proposed. Although Innovative costs may be
lower annually their proposal includes a significant cost for migrating our records to the
new system.

After this very thorough evaluation of the proposals we received | am recommending
that the Board vote to award the contract for our new ILS to Sirsi-Dynix. Upon Board
approval we will spend the next few weeks negotiating final terms of the contract to
incorporate features not included in their original proposal like their new mobile app
and eResource central which will allow us to integrate eBooks and eAudio directly into
the catalog. | anticipate bringing this purchase to the Finance Committee later in August
or to their first meeting in September.

Concurrently with this evaluation process we hosted a survey of our customers to find
out what features of our catalog they most value and what new features they would like
to see. Although this data didn’t have an impact on our selection it will be very useful as

we move forward with improving and enhancing our current catalog.

Sincerely,

Jennifer McCormack, Director

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

PLACE OF PERFORMANCE

The work described above shall be performed at Humane Society for Greater Nashua Corporation,
24 Ferry Road, Nashua, NH 03064 or in Humane Society approved foster families or facilities.

TIME PERIOD

The Contractor agrees to commence work on July 1, 2022 and complete all functions required in a
timely, professional and competent manner. This Agreement will expire on June 30, 2023.

TERMINATION CLAUSES
The City or Contractor can terminate this Agreement, with a 90-day written notice. The City will pay
the Contractor a prorated amount for all services performed up to that date. The City is entitled to all
contract-related notes, drafts and documents produced by the Contractor up to that date.

PAYMENT FOR SERVICES

The Contractor will be paid as follows:

The Contractor will be paid in monthly increments of $8,256.75. Payment will be made through the
City payment system. Total contract amount for program expenses cannot exceed $99,081.00.

REPORTING

The City shall not supervise or directly control the work of the Contractor. The City does reserve
the right to inspect the work being performed. The Contractor shall have the ultimate authority to
determine the hours of work, the length of workdays, the means and methods of performance of
the work, and the City shall not interfere in this regard.

The designated City Representative for this Agreement is the Director of Public Health and
Community Services. All notices, project materials, requests by Contractor, invoice forms,
monthly reports, and any other communication about the contract, shall be addressed or be
delivered to the City Representative.

The City of Nashua’s Health Officer and Animal Control Officer both have Statutory Authority
over the Impoundment and Quarantine activities within the City of Nashua. By signing this
Agreement, the Contractor agrees to abide by the Statutory Authority granted the Health Officer
and the Animal Control Officer under NH RSA 436 and 466, as well as by the Nashua Revised
Ordinances, Chapter 93, Animals,

All concerns regarding this Agreement and the Scope of Services described within this Agreement
shall first be directed to the Division of Public Health and Community Services Director. The
Director shall bring forward any concerns to the appropriate City department or City Official.

The Contractor shall submit by e-mail, an electronic copy of the required Impoundment &
Quarantine Monthly Report to the Division of Public Health and Community Services Director.

s@B" Public
Library

October 18, 2019

Pricing Summary for ILS contract: Sirsi Dynix

Current active products (details on pp 9&10) $58,850

Quote # 102576 Enhanced Symphony features (pp 11&12) $45,010

Long term agreement discount (p12) ($45,010)
Quote #102598: EResource connections (p 22) $7,980
Quote #102599: Text messaging, Platinum services (p 30} $6,880
Total price for contract $73,710

2 Court Street | Nashua, NH 03060 | 603.589.4600 | www.nashualibrary.org

File: Nashua Public Library

GC# 352967

MASTER AGREEMENT
BETWEEN
NASHUA PUBLIC LIBRARY
AND SIRSIDYNIX

1. PURPOSE AND SCOPE

1.1 Parties and Effective Date. This Master Agreement (the “Master
Agreement) is entered into between Sirsi Corporation dba SirsiDynix
(‘SirsiDynix’) and the customer identified in the signature block below
(‘Customer’), with effect on the date of the last signature below ("Effective
Date”).

1.2 Purpose. This Master Agreement establishes the general terms and
conditions to which the parties have agreed with respect to the provision of
Products by SirsiDynix to Customer. Additional! terms for the purchase of a
specific Product are set forth in the Quate(s). By signing below, the parties
acknowledge receipt of and agree to be bound by the terms and conditions
of this Master Agreement and the Quote(s) for Products purchased by
Customer. All pre-printed or standard terms of any Customer purchase order
or other business processing document shall have no effect.

4.3 Incorporation of Quotes. “Quote” means the document(s), regardless
of actual name, executed by the parties which is incorporated by reference
into the terms of this Master Agreement, and describes order-specific
information, such as description of Product ordered, License Metrics, fees,
statements of work, exhibits and milestones. At any time after execution of
the Master Agreement and the initial Quote, Customer may purchase
additional Products or otherwise expand the scope of existing licenses or
Subscriptions granted under a Quote, upon SirsiDynix receipt and
acceptance of a new Quote specifying the foregoing.

4.4 Incorporation of EULAs, Customer's use of any Third Party Products
licensed hereunder or incorporated in the Products may be subject to, and
Customer shall sign and comply with, any applicable EULAs.

1.5 Order of Precedence. To the extent any terms and conditions of this
Master Agreement conflict with the terms and conditions of a Quote, the
terms and conditions of the Master Agreement shall control, except where
ihe Quote expressly states the intent to supersede a specific portion of the
Master Agreement. To the extent any terms and conditions of this Master
Agreement conflict with the terms and conditions of an EULA, the terms and
conditions of the EULA shall control.

2. PRODUCTS USE RIGHTS; TITLE

2.1 Generally. Customers purchase of Products under this Master
Agreement may include from time-to-time Software, Subscriptions,
Services, and/or Hardware. The following provisions under this Section 2
apply if relevant to the type of Product purchased pursuant to a Quote.

2.2.1 Software License. Subject to the terms and conditions of this Master
Agreement including without limitation the restrictions set forlh in Section
2.7 and Section 2.9 and timely payment of the applicable fees, SirsiDynix
hereby grants to Customer a limited, non-exclusive, and non-transferable
license to (i) install, run and use the Software identified in the Quote in the
Operating Environment solely for Internal Business Purposes, and (ii) use
the Documentation in connection with such use of the Software. Customer
may not make copies of the Software except a reasonable number of
machine-readable copies solely for internal backup or archival purposes. All
intellectual Property rights notices must be reproduced and included on
such copies. Customer shall maintain accurate and up-to-date records of
the number and location of all copies of the Software and inform SirsiDynix
in writing of such upon request. 2.2.2 Unless otherwise set forth in a Quote,
the Software shail not be simultaneously loaded and operated on more than
one hardware platform, except temporarily during the process of platform

Customer Initial and Date:

migration. 2.2.3 Customer shall use the Third Party Products solely in
conjunction with the SirsiDynix Software and Customer shall have no
broader rights with respect to the Third Party Products than it has to the
SirsiDynix Software. SirsiDynix may add and/or substitute functionally
equivalent products for any third party items in the event of product
unavailability, end-of-life, or changes to software requirements.

2.3.1 Subscriptions. For Subscriptions purchased by Customer, and
subject to the terms and conditions of this Master Agreement including
without limitation the restrictions set forth in Sections 2.7 and 2.9 and timely
payment of the applicable fees, SirsiDynix grants to Customer the right ta
access and use the Subscription identified in the Quote solely for Internal
Business Purposes and to use the Documentation in connection with such
access and use for the Term. SirsiDynix shall use commercially reasonable
efforts to make the Subscription Services available 24x7, except for
scheduled downtime events, or emergency downtime events, or [nternet
service provider failures or delays. SirsiDynix will use commercially
reasonable efforts to perform scheduled downtime events outside of normal
business hours. Customer acknowledges that the Subscription Services
may be subject to limitations, delays, and other prablems inherent in the use
of the Internet and electronic communications. SirsiDynix is not responsible
for any delays, delivery failures, or other damage resulting from such
problems. 2.3.2 Customer is solely responsible for obtaining and
maintaining at its own expense, all equipment that may be needed to access
Subscriptions, including without limitation, Internet connections. Customer
understands that Subscription communications may traverse an
unencrypted public Internet connection and that use of the Intemet provides
the opportunity for unauthorized third parties to illegally gain access ta
Customer Data. Accordingly, SirsiDynix does not guaranty the privacy,
security or authenticity of any information transmitted over or stored in any
system connected to the Intemet. Customer shall not encrypt Subscription
traffic except as may be available through the SirsiDynix VPN solution. 2.3.3
Customer is responsible for maintaining the confidentiality of atl passwords
and for ensuring that each password is used only by the authorized user.
Customer is responsible for all activities that occur under Customer's
account. Customer agrees to immediately notify SirsiDynix of any
unauthorized use of Customer's account or any other breach of security
known to Customer. SirsiDynix shall have no liability for any loss or damage
arising fram Customer's failure ta comply with these requirements. 2.3.4
Customer shall be solely responsible for the accuracy, quality, integrity and
legality of Customer Data and of the means by which it acquired Customer
Oata. Customer acknowledges and agrees that SirsiDynix does not monitor
or police the cantent of communicatians or data of Custamer or its users
transmitted through the Subscriptions, and that SirsiDynix shall not be
responsible for the content of any such communications or transmissions.
Customer shall use the Subscriptions exclusively for authorized and legal
purposes, consistent with all applicable laws and regulations. Customer
agrees not to post or upload any content or data which (a) is libelous,
defamatory, obscene, pornagraphic, abusive, harassing or threatening; (b)
contains viruses or other contaminating or destructive features; (c) violates
the rights of athers, such as data which infringes on any intellectual property
rights or violates any right of privacy or publicity; (d) constitutes sensitive
personal information such as social security numbers, credit card
information, ar drivers license numbers; or (e) otherwise violates any
applicable law. Customer further agrees not to interfere or disrupt networks
connected to the Subscriptions, not to interfere with another customer's use

Confidential

Page 1 of 7

& SirsiDynix”

File: Nashua Public Library

and enjoyment of similar services and to comply with alt regulations, policies
and procedures of networks connected to the Subscriptions. SirsiDynix may
remove any violating content posted or transmitted on or through the
Subscriptions, without notice to Customer. SirsiDynix may suspend or
terminate any user’s access to the Subscriptions upon notice in the event
that SirsiDynix reasonably determines that such user has violated these
terms and conditions. 2.3.5 The provision of third party Subscriptions is
subject fo availability from third party providers and SirsiDynix shall have no
liability should such Subscription become unavailable for any reason or is
no longer available under reasonable commercial terms. 2.3.6 In the event
that Customer is locally hosting Subscription Software, SirsiDynix hereby
grants to Customer, subject to the tenns and conditions of this Master
Agreement including without limitation the restrictions set forth in Section
2.7 and Section 2.9 and timely payment of the applicable fees, a limited,
non-exclusive, non-transferable grant of use to locally install and use the
Subscription Software solely for Customer's intemal business purposes.
The grant of use for Subscription Software is not a license and remains in
effect only while Customer is timely paying its Subscription fees to
SirsiDynix. If Customer fails to timely pay Subscription fees, Customer must
immediately discontinue use of and certify to SirsiDynix the removal of
Subscription Software.

2.4.1 Services. Services are described in the Quote. SirsiDynix shall be
responsible for securing, managing, scheduling, coordinating and
supervising SirsiDynix personnel, including its subcontractors, in performing
any Services. Any change to the scope of Services must be in writing signed
by both parties. Once executed by both parties, a change shall become a
part of the Quote. 2.4.2 Customer acknowledges and agrees that SirsiDynix
performance is dependent upon the timely and effective satisfaction of
Customer's responsibilities hereunder and timely decisions and approvals
of Customer in connection with the Services. SirsiDynix shall be entitled to
rely on all decisions and approvals of Customer. Customer's data must be
provided to SirsiDynix in a format reasonably approved by SirsiDynix or
additional charges will apply. Customer shall be responsible for providing
secured access to Customer's systems to SirsiDynix. SirsiDynix atone shail
decide whether such access is sufficient for the performance of Services.

2.5. Software Maintenance. 2.5.1 Subject to Customer's timely payment of
applicable fees, SirsiDynix will provide during the Term Maintenance
services for the Software in accordance with the maintenance plan indicated
in the Quote, provided however that with respect to Third Party Products,
SirsiDynix's obligation to offer Maintenance is limited to using commercially
reasonable efforts to obtain Maintenance from the third party owner of such
Software. All licenses in Customer's possession must be supported under
the same maintenance plan. 2.5.2 Updates are provided if and when
available, and SirsiDynix is under no obligation to develop any future
programs or functionality. 2.5.3 SirsiDynix is under no obligation to provide
Maintenance with respect fo: (i) a Product that has been altered or modified
by anyone other than SirsiDynix or its licensors; (ii) a release for which
Maintenance has been discontinued; (iii) a Product used other than in
accordance with the Documentation ar other than on the Operating
Environment; (iv) discrepancies that do not significantly impair or affect the
operation of the Product; or (v) any systems or programs not supplied by
SirsiDynix. 2.5.4 For the avoidance of doubt, Updates provided under
Maintenance services are subsequent minor or maintenance releases to the
standard Products, excluding custom development or customizations
whether such customizations are performed by SirsiDynix or by Customer
or a third party. SirsiDynix reserves the right to charge Client for any
reintegration work required to make customizations compatible with future
releases. 2.5.5 If ordered, Maintenance must be ordered for all Software and
all associated License Metrics licensed by Customer. Customer may not
purchase or renew Maintenance for a subset of its licenses only. 2.5.6 If an
Error was corrected or is not present in a more current release of the
Product, SirsiDynix shali have no obligation to correct such Errors in prior
releases of the Software. 2.5.7 Fees for Maintenance Services do not
include implementation, training and other Professional Services. 2.5.8 It is
Customer's responsibility to ensure that all appropriate users receive initial
training services sufficient to enable Customer to effectively use the
Software. Failure to do so could result in additional Maintenance fees if

GC# 352967

service requests are deemed excessive as a result of insufficient training, at
SirsiDynix’s discretion.2.5.9 jn the event Customer does not renew
Maintenance and subsequently desires to reinstate Maintenance, a
reinstatement fee shall be assessed equal to 120% of the aggregate
Maintenance fee that would have been payable during the period of lapse.
2.5.10 For Software licenses and Subscription Software, Customer is solely
responsible for the installation of Updates and agrees to (i) meet the Update
standard set forth in the SirsiDynix Support Policies referenced in the
definition of Maintenance and (ii) maintain the Operating Environment. With
respect to Subscriptions, SirsiDynix is responsible for the implementation of
Updates and shall no longer provide access to any previous release upon
the date SirsiDynix migrates to a new Update for production use in
SirsiDynix’s hosted environment.

2.6.1 Hardware and Hardware Maintenance. Title to the Hardware
identified in the Quote, if any, shall pass to Customer on SirsiDynix's
placement of the Hardware with a common carrer or licensed trucker, which
shall constitute delivery to Customer. Thereafter Customer will be
responsible for risks of loss or damage, except for loss or damage caused
by SirsiDynix in the process of installation. 2.6.2 SirsiDynix does not provide
support for Hardware unless Customer purchases any available
maintenance associated with such Hardware. Such Hardware maintenance
may be provided through a third party and is subject to that third party's
standard terms, conditions and warranties, if any.

2.7 License Metrics. Customer may not use the Products in excess
of the License Metrics specified in the Quote. Additional License Metrics and
associated Maintenance must be purchased at the pricing in effect at the
time the additional License Metrics are added in the event actual usage
exceeds the licensed quantity, prorated for the remainder of the then-current
Term. The additional License Metrics purchased shall terminate on the
same date as the pre-existing Products. Prices are based on License
Metrics purchased and not actual usage. The number of License Metrics
provided in the initial Quote is a minimum amount that Customer has
committed to for the Term and there shall be no fee adjustments or refunds
for any decreases in usage.

2.8 Reservation of Rights. All rights not expressly granted in the
Master Agreement are reserved by SirsiDynix and its third party providers.
Customer acknowledges that: {i) all Software is licensed and not sold and
all Subscriptions and Content are subscribed to and not sold; (ii) Customer
acquires only the right to use the Protected Materials. SirsiDynix and its third
party providers retain sole and exclusive ownership and all rights, title, and
interest in, including Intellectual Property embodied or associated with, the
Protected Materials and all copies and derivative works thereof (whether
developed by SirsiDynix, Customer or a third party); and (iii) the Protected
Materials, including the source and object codes, logic and structure,
constitute valuable trade secrets of SirsiDynix and its third party providers.
Customer agrees to secure and protect the Products consistent with the
maintenance of SirsiDynix’s and its third party providers’ rights in the
Products, as set forth in this Master Agreement.

2.9 Restrictions. Uniess specifically permitted or licensed by
SirsiDynix, Customer shall not itself, or through any affiliate, employee,
consultant, contractor, agent or other third party: (i) sell, resell, distribute,
host, lease, rent, license or sublicense, in whole or in part, the Protected
Materials; (ii) decipher, decompile, disassemble, reverse assemble, modify,
translate, reverse engineer or otherwise attempt to derive source code,
algorithms, tags, specifications, architecture, structure or other elements of
the Protected Materials, including the license keys, in whole or in part, for
competitive purposes or otherwise; (iii) allow access to, provide, divulge or
make available the Protected Materials to any user other than Customer's
employees and independent contractors who have a need to such access
and who shall be bound by a nondisclosure agreement with provisions that
are at least as restrictive as the terms of this Master Agreement {except the
Customer may grant access to public access catalogs to library users, other
libraries, and third party entities); (iv) write or develop any derivative works
based upon the Protected Materials; (v) modify, adapt, translate or
otherwise make any changes to the Protected Materials or any part thereof;
{vi) use the Protected Materials to provide processing services to third

Customer Initial and Date:

Page 2 of 7

. Confidential .

File: Nashua Public Library

parties, or otherwise use the same on a ‘service bureau’ basis; (vii) disclose
or publish, without SirsiDynix's prior written consent, performance or
capacity statistics or the results of any benchmark test performed an the
Protected Materials; or (viii) otherwise use or copy the Protected Materials
except as expressly permitted herein.

2.10 Customer Data. SirsiDynix disclaims ownership of any and all
Customer Data, all bibliographic, authority, item, fine, patron, and other data
loaded to, created and/or entered into Customer's database or supplied to
SirsiDynix by Customer. Notwithstanding Customers ownership of
Customer Data, at the end of the Term SirsiDynix shall only be obligated to
provide to Customer extractable Customer Data at no additional charge in a
supported MARC and/or ASCII delimited format. SirsiDynix shall have the
right to aggregate and retain non-personally identifiable data.

2.11. License Grant by Customer. Customer grants to SirsiDynix a non-
exclusive, royalty-free license, to use equipment, software, Customer Data
or other material of Customer solely for the purpose of performing
SirsiDynix’s obligations under the Master Agreement.

2.12 Enforcement. Customer shall (ij) ensure that all users of the
Products comply with the terms and conditions of the Master Agreement, (ii)
promptly notify SirsiDynix of any actual or suspected violation thereof and
(iii) cooperate with SirsiDynix with respect to investigation and enforcement
of the Master Agreement.

3. FINANCIAL TERMS

3.1.1 Fees and Payment Terms. The Customer shall pay the amounts
set forth in the Quote. Subject to the provisions of the Quote, SirsiDynix may
annually increase the fees of Subscription, Subscription Software and/or
Maintenance upon 30 days written notice in advance. Invoices become past
due 30 days after the invoice date. Interest accrues on past due balances at
the higher of 474% per month or the highest rate allowed by law. If Customer
fails to make payments of any amount due under the Master Agreement,
SirsiDynix will be entitled to suspend its performance upon ten (10) days
written notice to Customer. 3.1.2 Unless expressly provided otherwise,
amounts paid or payable for Software, Subscriptions, Subscription Software
and Hardware are not contingent upon the performance of any Services.

3.2 Taxes, Customer agrees to pay any sales tax arising out of the
Master Agreement, other than those based on SirsiDynix’s net income. If
Customer is tax-exempt, Customer agrees to send SirsiDynix a copy of its
tax-exempt certificate upon execution of the Master Agreement. Customer
agrees to indemnify SirsiDynix from any liability or expense incurred by
SirsiDynix as a result of Customer's failure or delay in paying such sales tax
due.

3.3 No Contingencies. Customer agrees that its purchases hereunder are
neither contingent on the delivery of any future functionality or features nor
dependent on any oral or written comments made by SirsiDynix regarding
future functionality or features.

4. CONFIDENTIALITY

4.1 Non-Disclosure. Each party will protect the other party’s
Confidential Information fram unauthorized dissemination and use the same
degree of care that each such party uses to protect its own confidential
information, but in no event less than a reasonable amount of care. Neither
party will use Confidential Information of the other party for purposes other
than those necessary to directly further the purposes of the Master
Agreement. Neither party will disclose to third parties Confidential
Information without prior written consent of the other party.

4.2 Exceptions. Information shall not be considered Confidential
Information to the extent, but only to the extent, that the receiving party can
establish that such information (i) is or becomes generally known ar
available to the public through no fault of the receiving party; (ii) was in the
receiving party's possession before receipt from the disclosing party; (iit) is
lawfully obtained from a third party who has ihe right to make such
disclosure on a non-confidential basis; (iv) has been independently
developed by one party without reference to any Confidential Information of
the other, (v) is information aggregated by SirsiDynix that no longer contains
any personally identifiable information; or (vi) is required to be disclosed by

Customer Initial and Date:

GC# 352967

law provided the receiving party has promptly notified the disclosing party of
such requirement and allowed the disclosing party a reasonable time to
oppose such requirement. The parties acknowledge that Customer may be
subject to freedom of information legislation and further acknowledges that
such legisiatian may take precedence over the confidentiality provisions of
this section as they apply to Customer.

5. PRIVACY

Customer represents and warrants that before providing personally
identifiable information to SirsiDynix or its agents, it will comply with any laws
applicable to the disclosure of personally identifiable information, including
providing notices to or obtaining permission from third parties to allow
sharing of their personally identifiable information with SirsiDynix under the
Master Agreement. Customer will indemnify SirsiDynix for any breach of this
representation and warranty. No personally identifiable information will be
disseminated by SirsiDynix to any third parties, except as consented to by
Customer or required by law.

6. INDEMNIFICATION

6.1.1 By SirsiDynix. SirsiDynix will defend or settle, at its option and
expense, any action, suit or proceeding brought against Customer that the
SirsiDynix Software (excluding Content and Third Party Products) infringe a
third party's USA patent, registered copyright, or registered trademark
(‘Claim’). SirsiDynix will indemnify Customer against all damages and costs
finally awarded which are attributable exclusively to such Claim, provided
that Customer: (i) promptly gives written notice of the claim to SirsiDynix; (ii)
gives SirsiDynix sole contral of the defense and settlement of the Claim; (iii)
provides SirsiDynix, at SirsiDynix’s expense, with all available information
and assistance relating to the Claim and coaperates with SirsiDynix and its
counsel; (iv) does not compromise or settle such Claim; and (v) is not in
material breach of any agreement with SirsiDynix. 6.1.2 SirsiDynix has no
obligation to the extent any Claim results from: (i) Customer having modified
the SirsiDynix Software or used a release other than the most current
unaltered release of the SirsiDynix Software, if such an infringement would
have been avoided by the use of such current unaltered release, (ii) Third
Party Products and/or Content, or (iti) the combination, operation or use of
the SirsiDynix Software with software or data not provided by SirsiDynix.
6.1.3 Ifitis adjudicated that the use of the SirsiDynix Software in accordance
with the Master Agreement infringes any USA patent, registered copyright,
or registered trademark, SirsiDynix shail, at its option: (i) procure for
Customer the right to continue using the infringing SirsiDynix Software; (ii)
replace or modify the same so it becomes non-infringing; or (iii) Customer
will be entitled to an equitable adjustment in the fees paid for the affected
SirsiDynix Software. THIS SECTION STATES SIRSIDYNIX’S ENTIRE
OBLIGATION TO CUSTOMER AND CUSTOMER'S SOLE REMEDY FOR
ANY CLAIM OF INFRINGEMENT.

6.2 By Customer. To the extent allowed by law, Customer shail defend
or settle, at its option and expense, any action, suit or proceeding brought
against SirsiDynix by a third party arising out of or in connection with: (i) any
claim that Customer Data infringes on the intellectual property rights of a
third party; (ii) any claim by a Customer user or (iii) any claim that Customer
or a Customer's user is using the Product in a manner that violates the
provisions of the Master Agreement. Customer's obligations under this
section are contingent upon: (a) SirsiDynix providing Customer with prompt
written notice of such claim; (b) SirsiDynix providing reasonable cagperation
to Customer, at Customer's expense, in the defense and settlement of such
claim; and (c) Customer having sole authority to defend or settle such claim.

7. WARRANTIES; REMEDIES; DISCLAIMERS

7.1 SirsiDynix Software. SirsiDynix warrants that, far a period of 90 days
from the Go Live Date, the SirsiDynix Software, as updated by SirsiDynix
and used in accordance with the Documentation and in the Operating
Environment, will operate in all material respects in conformity with the
Documentation.

if SirsiDynix Software does not perform as warranted, SirsiDynix shall use
commercially reasonable efforts to correct Errors. As Customer's exclusive
remedy for any claim under this warranty, Customer shall promptly notify

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SirsiDynix in writing of its claim. Provided that such claim is reasonably
determined by SirsiDynix to be SirsiDynix’s responsibility, SirsiDynix shall,
within ninety (90) days of its receipt of Customer's written notice; (i) correct
such Error; (ii) provide Customer with a plan reasonably acceptable to
Customer for correcting the Error; or (iii} if neither (i) nor (ii) can be
accomplished with reasonable commercial efforts from SirsiDynix, then
SirsiDynix or Customer may terminate the affected SirsiDynix Software
license and Customer will be entitled to an equitable adjustment in the fees
paid for ihe affected SirsiDynix Software at SirsiDynix's discretion. The
preceding warranty cure shall constitute SirsiDynix’s entire liability and
Customer's exclusive remedy for cure of the warranty set forth herein.

7.2 SirsiDynix Subscriptions. SirsiDynix warrants that Subscriptions, as
used in accordance with the Documentation, will operate in all material
respects in conformity with the Documentation.

7.3 Exclusions. SirsiDynix is not responsible for any claimed breach of any
warranty caused by: (i) modifications made to the SirsiDynix Software by
anyone other than SirsiDynix; (ii) the combination, operation or use of the
SirsiDynix Software with any items that are not part of the Operating
Environment; (iii) Customer's failure to use any new or corrected releases
of the SirsiDynix Software made available by SirsiDynix; (iv) SirsiDynix's
adherence fo Customer's specifications or instructions; or (v) Customer
deviating from the operating procedures described in the Documentation.

7.4 Third Party Products. SirsiDynix warrants that it is an authorized
distributor of the Third Party Product and that with the execution of this
Master Agreement and the applicable EULA, Customer will have the right to
use such Product in accordance with the terms and conditions of the terms
of this Master Agreement and the applicable EULA. SIRSIDYNIX MAKES
NO OTHER WARRANTY WITH RESPECT TO ANY THIRD PARTY
PRODUCTS. CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH
THIRD PARTY PRODUCTS SHALL BE PURSUANT TO THE ORIGINAL
LICENSOR’S WARRANTY, IF ANY, TO SIRSIDYNIX, TO THE EXTENT
PERMITTED BY THE ORIGINAL LICENSOR. THIRD PARTY PRODUCTS
ARE MADE AVAILABLE BY SIRSIDYNIX ON AN “AS IS, AS AVAILABLE"
BASIS.

7.5 Hardware. SirsiDynix warrants that it is an authorized distributor of the
Hardware. Hardware warranties shall be govemed by the manufacturer's
warranty. SIRSIDYNIX MAKES NO WARRANTIES OF ANY KIND WITH
RESPECT TO HARDWARE OR HARDWARE MAINTENANCE.
CUSTOMER'S SOLE REMEDY WITH RESPECT TO SUCH HARDWARE
OR HARDWARE MAINTENANCE SHALL BE PURSUANT TO THE
MANUFACTURER’S WARRANTY, IF ANY.

7.6 Disclaimers. THE WARRANTIES SET FORTH IN THIS MASTER
AGREEMENT ARE IN LIEU OF, AND SIRSIDYNIX, ITS LICENSORS AND
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, (i)
ANY WARRANTY THAT ANY PRODUCT IS ERROR-FREE OR WILL
OPERATE WITHOUT INTERRUPTION OR THAT ALL ERRORS WILL BE
CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT OR THIRD
PARTY PRODUCTS WILL BE ACCURATE, RELIABLE AND ERROR-
FREE AND (iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM
STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF TRADE. NO ADVICE, STATEMENT OR INFORMATION
GIVEN BY SIRSIDYNIX, ITS AFFILIATES, CONTRACTORS OR
EMPLOYEES SHALL CREATE OR CHANGE ANY WARRANTY
PROVIDED HEREIN. CUSTOMER ACKNOWLEDGES THAT USE OF OR
CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR
UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY
PRECAUTIONS AND ILLEGALLY GAIN ACCESS TO THE SERVICES
AND CUSTOMER DATA AND THAT NO FORM OF ENCRYPTION IS
FOOL PROOF. ACCORDINGLY, SIRSIDYNIX CANNOT AND DOES NOT
GUARANTEE THE PRIVACY, SECURITY OR AUTHENTICITY OF ANY
INFORMATION SO TRANSMITTED OVER OR STORED IN ANY SYSTEM
CONNECTED TO THE INTERNET.

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8. EXCLUSION AND LIMITATION OF LIABILITY

8.4 TO THE FULLEST EXTENT PERMITTED BY LAW, SIRSIDYNIX'S
TOTAL LIABILITY (INCLUDING ATTORNEYS FEES AWARDED UNDER
THE MASTER AGREEMENT) TO CUSTOMER FOR ANY CLAIM BY
CUSTOMER OR ANY THIRO PARTIES UNDER THE MASTER
AGREEMENT, EXCLUDING LIABILITY PURSUANT TO SECTION 6
(Indemnification), WILL BE LIMITED TO THE FEES PAID BY CUSTOMER
DURING THE PREVIOUS 12 MONTHS FOR THE PRODUCT WHICH IS
THE SUBJECT MATTER OF THE CLAIM.

8.2 IN NO EVENT WILL SIRSIDYNIX BE LIABLE TO CUSTOMER FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY PUNITIVE,
TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, STAFF TIME,
GOODWILL, USE, DATA, OR OTHER ECONOMIC ADVANTAGE),
WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
OR OTHERWISE, WHETHER OR NOT SIRSIDYNIX HAS PREVIOUSLY
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

83 NO CLAIM ARISING OUT OF THE MASTER AGREEMENT,
REGARDLESS OF FORM, MAY BE BROUGHT BY CUSTOMER MORE
THAN TWO YEARS AFTER THE CAUSE OF ACTION ARISES.

9. TERM AND TERMINATION

9.1 Term of Master Agreement. Subject to Section 10.12 below, the
term of this Master Agreement shail commence on the Effective Date and
shall continue in full force and effect until the expiration or termination of all
Quotes, unless otherwise terminated earlier as provided hereunder.

9.2 Product and Services Term. The respective initial term of Software
Maintenance, Hardware Maintenance, Subscriptions, and Subscription
Software as applicable, is specified in the Quate (“tnitial Term’). The Initial
Term and any renewal term shall automatically renew for the same length
as the Initial Term unless either party gives written natice 60 days prior to
the end of any previous Term of its intention to terminate the Subscription
or Maintenance service. The Initial Term and renewal terms are referred to
as the “Term”.

9.3.1 Termination. Either party may terminate the Master Agreement
immediately upon written notice if the other party commits a non-remediabie
material breach of the Master Agreement, or if the other party fails to cure
any remediable material breach or provide a written plan of cure acceptable
to the non-breaching party within 30 days of being notified in writing of such
breach. Where the non-breaching party has a right to terminate the Master
Agreement, the non-breaching party may at its discretion terminate the
Master Agreement or the applicable Quote. Quotes that are not terminated
shall continue in full force and effect under the terms of this Master
Agreement 9.3.2 Following termination of the Master Agreement, Custamer
agrees to certify that it has returned or destroyed ail copies of the applicable
Product and Confidential Information and acknowledges that its rights to use
the same are relinquished.

9.4. Suspension. SirsiDynix will be entitled ta suspend any or all
performance upon 10 days written notice to Customer in the event Customer
is in breach of the Master Agreement. Further, SirsiDynix may suspend
Customer's use of and access to all or a partion of the Subscriptians if, and
so long as, in SirsiDynix's sole judgment, there is a security risk created by
Customer that may interfere with the proper continued pravision of services
or the operation of SirsiDynix’s netwark ar systems. SirsiDynix may impose
an additional charge to reinstate service following such suspension.

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10. GENERAL PROVISIONS

10.1 Force Majeure. The parties will exercise every reasonable effort to
meet their respective obligations hereunder but shall not be liable for delays
resulting from force majeure or other causes beyond their reasonable
control, including but not limited to power outages or failure of third party
service providers. This provision does not relieve Customer of its obligation
to make payments then owing.

10.2. Assignment. SirsiDynix may assign the Master Agreement and all
of its rights and obligations herein without Customer's approval to its parent
company or other affiliated company, to a successor by operation of law, or
by reason of the sale or transfer of all or substantially all of its stock or assets
to another entity. Neither party may otherwise assign or transfer the Master
Agreement without the prior written consent of the other party, which shall
not be unreasonably withheld. Notwithstanding the above, SirsiDynix may
fulfill its obligations hereunder through its affiliated companies.

10.3 Cooperation. Customer agrees to provide cooperation, which
means assistance, information, equipment, data, a suitable work
environment, timely access, and resources reasonably necessary to enable
SirsiDynix to perform any and all installation, implementation, and services
required to fulfill its obligations hereunder including but not limited to
ensuring SirsiDynix has remote access. Failure to grant such cooperation
shall allow SirsiDynix to deem the Product purchased by Customer to be
fully accepted and delivered. In the event any delay in implementing
Products is caused by Customer resulting in SirsiDynix incurring additional
expenses, the Customer shall pay to SirsiDynix the amount of such
additional expenses.

10.4 Delegation. SirsiDynix may subcontract or delegate any work under
any Quote to any third party without Customers prior written consent,
provided however that SirsiDynix shall remain responsible for the
performance of any such subcontractors.

10.5 Notice of U.S. Government Restricted Rights. lf the Customer
hereunder is the U.S. Government, or if the Software is acquired hereunder
on behalf of the US Government with U.S. Government federal funding,
notice is hereby given that the Software is commercial computer software
and documentation developed exclusively at private expense and is
furnished as follows: “U.S. GOVERNMENT RESTRICTED RIGHTS.
Software delivered subject to the FAR 52.227-19. All use, duplication and
disclosure of the Software by or on behalf of the U.S. Government shall be
subject to this Master Agreement and the restrictions contained in
subsection {c) of FAR 52.227-18, Commercial Computer Software -
Restricted Rights (June 1987)”.

10.6 Export. Customer shall comply fully with all relevant export laws and
regulations of the United States to ensure that the Software is not exported,
directly or indirectly, in violation of United States law.

10.7 Non-solicitation. During the term of this Master Agreement and for
a period of one year following its termination, neither party will solicit for
employment directly or through other parties, without the other party's
written permission, any individual employed by the other party, provided
however that the hiring of individuals responding to general public marketing
and recruiting advertisements and events shall not be a violation of this
provision; only active, targeted solicitation is prohibited.

10.8 Compliance. During the term of this Master Agreement and for a
period of one year following its termination, SirsiDynix shail have the right to
verify Customer's full compliance with the terms and requirements of the
Master Agreement. If such verification process reveals any noncampliance
by Customer, Customer shall reimburse SirsiDynix for the reasonable costs
and expenses of such verification process incurred by SirsiDynix {including
but not limited to reasonable attomeys’ fees) , and Customer shall promptly
cure any such noncompliance; provided, however, that the obligations under
this section do not constitute a waiver of SirsiDynix’s termination rights and
do not affect SirsiDynix’s right fo payment for Products and interest fees
related to usage in excess of the License Metrics.

10.9 Notices. Any notice required or permitted to be sent under the
Master Agreement shall be delivered by hand, by overnight courier, by email

Customer Initial and Date:

GC# 352967

to SirsiDynix at legal@sirsidynix.com, or by email to Customer at any current
Customer email address routinely used by SirsiDynix, or by registered mail,
return receipt requested, to the address of the parties set forth in the Master
Agreement or to such other address of the parties designated in writing in
accordance with this subsection,

10.10 Relationship. The Master Agreement is not intended to create a
partnership, franchise, joint venture, agency, or a fiduciary or employment
relationship. Neither party may bind the other party or act in a manner which
expresses or implies a relationship other than that of independent
contractor.

10.11 Invalidity. If any provision of the Master Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired.

10.12 Survival. The following provisions will survive any termination or
expiration of the Master Agreement: sections 1, 2.7, 2.8, 2.10, 2.12, 3, 4, 5,
6, 7, 8, 9, and 10.

10.13 No Waiver. Any waiver of the provisions of the Master Agreement
or of a party's rights or remedies under the Master Agreement must be in
writing to be effective. Any such waiver shall constitute a waiver only with
respect to the specific matter described in such writing and shall in no way
impair the rights of the party granting such waiver in any other respect or at
any other time. The waiver by either of the parties hereto of a breach or of a
default under any of the provisions of the Master Agreement shall not be
construed as a waiver of any other breach or default of a similar nature, or
as a waiver of any of such provisions, rights or privileges hereunder. The
rights and remedies herein provided are cumulative and none is exclusive
of any other, or of any rights or remedies that any party may otherwise have
at law or in equity. Failure, neglect, or delay by a party ta enforce the
provisions of the Master Agreement or its rights or remedies at any time,
shall not be construed and shall not be deemed to be a waiver of such
party’s rights under the Master Agreement and shall nat in any way affect
the validity of the whole or any part of the Master Agreement or prejudice
such party’s right to take subsequent action.

16.14 Entire Agreement. The Master Agreement constitutes the parties’
entire agreement relating to its subject matter. It cancels and supersedes all
prior or contemporaneous ora! or written cammunications, requests far
proposals, proposals, conditions, representations, and warranties, or other
communication between the parties relating to its subject matter as weil as
any prior contractual agreements between the parties. Notwithstanding the
precedence of this Master Agreement, any existing Customer License
Metrics shail continue unless new License Metrics are identified in a Quote.
No modification to the Master Agreement will be binding unless in writing
and signed by an authorized representative of each party.

10.15 Third Party Beneficiaries. All rights and benefits afforded to
SirsiDynix under the Master Agreement shall apply equally to the owner of
the Third Party Products with respect to the Third Party Products, and such
third party is an intended third party beneficiary of the Master Agreement,
with respect to the Third Party Products.

10.16 Governing Law and Venue. The Master Agreement shall be
govemed by and construed in accordance with the laws of the State of New
Hampshire without giving effect to its principles of conflict of laws. Any claim,
action, cause of action, or complaint in law or inequity arising out of this
contract, an alleged breach thereof, the work performed or contracted to be
performed thereunder, or in any way referable to this contract or said work
shall be brought in the Hillsborough {New Hampshire) County Superior
Court Southern Judicial District or in the New Hampshire 9th Circuit Court
in Nashua, New Hampshire and not elsewhere. In addition, the Customer
hereby waives any objection the customer may have based upon lack of
personal jurisdiction, improper venue and/or “forum non conveniens”.

10.17 Application of Laws. The parties agree that this cantract is not a
contract for the sale of goods; therefore, the Master Agreement shall not be
governed by any codification of Article 2 or 2A of the Uniform Commercial
Code, or any codification of the Uniform Computer information Technology
Act (“UCITA”), or any references to the United National Convention on
Contracts for the International Sale of Gaads.

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& SirsiDynix”