Purchase Order Standard Terms and Conditions

All orders by McGraw Hill LLC ("Buyer") are subject to the terms set forth in this purchase order ("Order") and any attachments hereto.

If as of the date of this Order, a master or other agreement between Seller and Buyer is in effect ("Master Agreement"), this Order shall be governed by and is subject to the terms of that Master Agreement, and in the event of any inconsistency between this Order and the Master Agreement, the terms of the Master Agreement shall supersede any inconsistent terms in this Order. No modifications or changes to these terms and conditions will be binding upon Buyer unless made in writing and signed by Buyer's authorized representative. Notice is hereby given that any additional or different term proposed by Seller is objected to and hereby rejected.

Applicable Law

The agreement arising pursuant to this Order shall be interpreted, construed and enforced in accordance with the laws of the State of New York, without reference to its choice of law provisions, and the parties shall submit to the exclusive personal jurisdiction of the courts located in the State of New York, New York County.

Infringement

Seller will indemnify and hold harmless Buyer from and against any and all claims, demands and actions against Buyer, its subsidiaries and affiliates and their respective customers, for infringement or alleged infringement of any intellectual property, personal or other right of any third party by the goods or services furnished under this order, or any part or use thereof. If Seller includes in the materials covered by this Order any content owned by third parties, for which permission is required for use in, and/or publication of, the materials, Seller will obtain all such permissions at Seller's expense.

Price

If the price is not stated on this Order or included in the Master Agreement or corresponding Statement of Work, Seller agrees to invoice at lowest prevailing market price.

Quality

If applicable, Seller shall obtain from Buyer written approval of all off-specifications work. Materials are subject to Buyer's inspection and approval within a reasonable time after delivery. If specifications are not met, or Seller is otherwise unable to produce the deliverables and/or perform the services outlined in this Order, according to specifications and to Buyer's satisfaction, in addition to other remedies available to Buyer, and at Buyer's option, material may be returned at Seller's expense and risk for all damages incidental to the rejection, or Buyer may accept the work and reduce the entire payment due under this Order subject to negotiation. Payment shall not constitute an acceptance of the material nor impair Buyer's right to inspect or any of its remedies.

Quantities

The specific quantity ordered must be delivered in full and not be changed without Buyer's written consent.

Termination

In addition to any other rights available to Buyer, Buyer may terminate the Order, in whole or in part, for its convenience by notice to Seller at any time prior to shipment by Seller.

Shipment and Importation

Shipment or delivery of goods or items in acceptable form must be made within the time stated on this Order, failing which Buyer reserves the right to cancel all or any part of this Order, without obligation to Seller. If the products covered by this Order are imported from other countries, Seller will be responsible for all legal, administrative and regulatory requirements associated therewith and the payment of any applicable dues, taxes and fees.

Taxes

Seller agrees to pay any taxes imposed by law upon or on account of the material ordered or services provided hereunder unless otherwise agreed.

Transportation

Routing – As indicated on the face of this Order, F.O.B.- Unless otherwise specified, ship collect, F.O.B. origin; Prepaid Transportation (when specified) – Charges must be supported by a paid freight bill or equivalent; Cartage, Premium Transportation, Insurance- No charge allowed unless authorized by Buyer; Consolidation-Unless otherwise instructed, consolidate all daily shipments to one destination on one bill of lading.

Compliance with Laws and Regulations

Seller represents and warrants that (i) Seller will perform its obligations under this Order in accordance with any federal, state, local or other law, rule, regulation or statute of any kind applicable to Seller’s provision of, and Buyer’s use of, the goods or products covered by this Order, including but not limited to the laws and regulations set forth below (“Applicable Law”); (ii) neither the receipt of fees nor performance of its obligations under this Order is in any respect a violation of Applicable Law; and (iii) Seller will comply with Buyer’s Supplier Code of Business Ethics and Anti-Corruption Standards available at www.mheducation.com/suppliers.html. Seller shall perform hereunder in accordance with the applicable policies and procedures (including safety and security procedures) of Buyer as communicated in advance by Buyer (the “McGraw Hill Policies”).

Equal Employment Opportunity – The provisions of Executive Order 11246 (as amended) on Equal Employment Opportunity and the Rules and Regulations thereto and incorporated by reference and Seller represents that he will comply, unless exempted.

The Buyer shall abide by the requirements of 41 CFR 60–1.4(a), 60–300.5(a) and 60–741.5(a), as shall the Seller to the extent required by law. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.

Employment and Procurement programs – the following provisions are incorporated as they apply to performing work under government procurement contracts or otherwise apply to work or services performed under this Order: Utilization of Labor Surplus Area concerns (if in excess of $10,000) (FPR 1-1.806-3(a)); Labor Surplus Area Subcontracting Program (if in excess of $500,000)(FPR 1-1-805-3(b)); Affirmative Action for Handicapped Workers (if $2,500 or more) (41 CFR60-941.4); Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (if $10,000 or more) (41.CFR 60-250.4); Utilization of Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals (if in excess of $10,000) (46 Fed. Reg. 31028; Utilization of Women-Owned Business Concerns (if in excess of $10,000) (46 Fed. Reg. 31033; Women-Owned Business Concerns Subcontracting Program (if in excess of $500,000) (46 Fed. Reg. 31033).

Notice of Employee Rights – McGraw Hill is in compliance with Title 29 CFR 471, Appendix A, Subpart A.

Insurance

Seller shall obtain and maintain all insurance, where applicable including but not limited to business auto liability, professional liability, errors & omissions, and commercial general and umbrella liability of an amount as is consistent with Seller’s ordinary course of business. If Seller does not have required Workmen's Compensation or Employer's Disability Insurance, Seller agrees to indemnify Buyer against all damages sustained by Buyer resulting from Seller's failure to maintain such insurance.

Seller Labor on Premises

If this Order requires the performance of labor on Buyer's premises the Seller agrees to indemnify and protect Buyer against all liabilities, claims or demands for injuries or damages to person or property arising from the performance of this Order.

Warranty for Materials

In addition to compliance with all specifications concerning this Order, Seller expressly warrants that the goods and materials covered by this Order shall be free from liens, defects in material and workmanship under normal use and remain in good working order and shall be MERCHANTABLE. Such warranty shall survive delivery and acceptance.

Intellectual Property Rights/Warranty

If this Order is for the creation of content for Buyer or any provision of services, Seller grants and assigns to Buyer all intellectual property rights to the work performed or content developed hereunder, unless otherwise specified. If applicable, any materials created hereunder by the Seller for the Buyer are work made for hire, unless otherwise specified, provided that if any of such work created for Buyer may not, by operation of law, be a work made for hire, Seller hereby assigns to Buyer all ownership rights, including, without limitation, copyright to such work unless otherwise expressly agreed in writing between Buyer and Seller.

If this Order is for the creation of content for Buyer, the Seller warrants that the materials delivered hereunder will contain no material from other copyrighted works without the written permission of the owner of such copyrighted material. The Seller will obtain at Seller's sole expense and bear all cost for such permission and deliver them in writing to Buyer on or before delivery of the materials. The Seller warrants that the work does not and will not infringe upon any copyright, violate any proprietary rights, or contain any libelous, injurious or unlawful matter. In the event of claim, demand or suit against the Buyer by reason of any violation of proprietary right or copyright, or by reason of any libelous, unlawful or otherwise injurious material, contained in the materials delivered under this Order, the Buyer may take any action it deems appropriate for the resolution of such dispute, and unless and until such claim, demand, or suit has been favorably settled or withdrawn, the Buyer may withhold any sums due the Seller under this Order.

Payment

Unless otherwise agreed in writing, the payment terms of this Order are net 60 days after the later of receipt of Seller's valid invoice or receipt by Buyer of acceptable products, materials or services. All invoices against this Order need to be received by Buyer no later than thirty (30) days after the products, materials and/or services covered by this Order have been finalized or delivered. Failure to submit billing during this time period or failure to notify Buyer, in writing, about any overages, may reduce the amount paid by Buyer towards the materials and/or services covered by this Order. Buyer will be released from any obligation to pay Seller any amounts set forth in any invoices under this Order received by Buyer later than ninety (90) days after the materials and/or services covered by this Order have been finalized or delivered.  Any advance or up-front payment made by Buyer to Seller under this Order will be allocated and prorated equally to all the acceptable products, materials or service purchased hereunder, unless otherwise agreed.

Limitation of Liability

To the extent permitted by local law, in no event will Buyer be liable for any lost revenues, lost profits, incidental, indirect, consequential, special or punitive damages.

Confidential Information

All proprietary or confidential information in any way relating to or connected with the businesses of either party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) is confidential. The Receiving Party shall not disclose, directly or indirectly, in whole or in part, to any third party any of the Disclosing Party’s information or use this information for the Receiving Party’s own benefit except as necessary for the Receiving Party’s performance under this Order. Nothing in this Order prohibits the Receiving Party from using information which is already publicly known or which the Receiving Party may have independently been informed about or may have developed. The Receiving Party may disclose, distribute or disseminate the Disclosing Party’s information to any of its officers, directors, members, managers, partners, employees, agents or service providers (its “Representatives”) provided that the Receiving Party reasonably believes that those Representatives have a need to know and such Representatives are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall at all times remain responsible for any violations of this Order by any of its Representatives.

General

This Order does not create any actual or apparent agency, partnership or relationship of employer and employee between or among the parties. If Seller subcontracts or delegates any of its obligations to any third party, Seller remains responsible for all its obligations under this Order and for the acts and omissions of any subcontractor. Seller shall have written agreements with any subcontractors in a form acceptable to Buyer. Seller is prohibited from using Buyer’s name, trademarks and/or logos in any advertising, brochures, press release, or other promotional materials or in any other promotional manner without Buyer’s prior written consent. Seller shall not assign this Agreement.