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EXHIBIT 10.22
ACADEMIC SYSTEMS FULFILLMENT AGREEMENT - VERSION 1.0
PARTIES:
This Agreement is made and entered into between Academic Systems Corporation, a
California corporation, whose address is ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Academic Systems"), and FGI Print Management, a Illinois
corporation, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("FGI").
FGI includes FGI Print Management whose headquarters are located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ("FGI Print Management"). FGI also has
marketing and distribution centers (the "FGI Distribution Centers") located in
Fremont, California (Western Region), Denver, Colorado (Rocky Mountain Region),
Topeka, Kansas (central 1), Hays, Kansas (Central Region 11), and Norcross,
Georgia (Southern Region).
TERM:
The term of this agreement is one (1) year from the date of execution by both
parties. This Agreement renews automatically for an additional one (1) year term
on the anniversary date of the existing Agreement. Either party may terminate
this Agreement with or without cause by providing sixty (60) days written notice
to the address above. Upon termination or expiration, FGI shall promptly ship
(at Academic Systems' cost) to locations designated by Academic Systems all
Academic Systems' materials under the possession or control of FGI.
GENERAL FULFILLMENT COMMITMENT:
FGI will administer and distribute printed material under the guidelines set
forth in this Agreement and as mutually agreed upon from time to time between
Academic Systems and FGI. FGI shall hold merchandise in any of its FGI
Distribution Centers for the purpose of shipping to Academic Systems and drop
shipping to Academic Systems' designated customer locations across the United
States and International in the most economical and expeditious manner possible.
STORAGE AND FREIGHT:
FGI agrees to store all merchandise in the package quantities mutually agreed
and designated as minimum release quantities or package quantities deemed
feasible by Academic Systems. FGI agrees to pre-pay all shipping and carrier
charges of this merchandise and ▇▇▇▇ Academic System at the most economical
rates available. Storage will be charged at $7.00 per pallet per month.
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RELEASES TO SHIP:
For purposes of this Agreement, a "Release" means a purchase order or other
authorization or instruction from Academic Systems to effectuate a specific
shipment of merchandise under this Agreement. Releases may be phoned in, faxed
or entered on the on-line order entry system. FGI agrees to a standard shipment
time of 24 hours from receipt of Release. FGI will be responsible for insurance
liability for all warehoused materials while stored in a designated FGI
facility. FGI will furnish Academic Systems with a copy of all insurance
policies.
ONLINE ORDER ENTRY AND REPORTING SYSTEM:
FGI has in place a computer system which will link to locations designated by
Academic Systems (the "FGI Data System"). FGI agrees to provide Academic
Systems with a minimum of the following on-line information via the FGI Data
System:
1. Item identification - all items will be entered by FGI into the FGI
Data Systems in accordance with part numbers created by Academic Systems.
2. Stock Status - information on each item will be accessible by
Academic Systems 24 hours a day, 365 days per year to attain "real time" stock
availability status, on hand quantities, Release quantities (that day), net
stock availability, and on order (if this particular item is currently in a
restocking situation, information will be shown under stock status).
3. Product History - the Academic Systems immediate past 12 months of
Release history (by Academic Systems product number) will be displayed under
product history. Product history will include for each Release: the number of
cartons or shipping units released. Academic Systems' purchase order or Release
number, and method of shipment (UPS, NDA, FED EX, etc.).
4. Item Comment Maintenance - Academic Systems can send "product e-mail"
conveying any special information for each product in the FGI Data System,
e.g., re-order now, change copy, destroy balance of material, etc.
5. Order Entry - by simply entering the pre-assigned product number in
the order entry program. Academic Systems can Release any item for
distribution. This order information is printed out at FGI and distributed
within 24 hours. Cut off time for same day shipping is 2:00 p.m. Central time.
Same day shipping will incur a rush charge. Several types of order
acknowledgment systems are available for Academic Systems to choose from.
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6. Item Pricing - all prices are accessible either under "contract prices"
loaded into the system or under an estimate program, identified by product,
utilizing a "quick quote" program designed specifically for Academic Systems.
7. Open orders - all orders in production will be displayed showing
Academic Systems' purchase order or Release number, order date, and quantity
ordered.
8. Order History - every Release made during the past 12 months can be
instantly accessed. Information includes full display of corresponding invoice
information.
9. Reports - standard reports will be sent to Academic Systems weekly,
biweekly, monthly, or by special request. Since all software used is custom and
designed specifically for FGI customer reports, displayed information can be
developed by product, "ship to", or department of Academic Systems' choice,
customized reports or downloads will be available upon request, at no
additional charge.
10. Reordering - Academic Systems and FGI will jointly determine reorder
or safety levels for each item in inventory. The inventory system will (daily)
print out when these reorder or safety levels are reached, whereupon Academic
Systems will be notified prior to production to determine copy changes,
deletions etc.
The foregoing reports and online services will be provided at no additional
charge to Academic Systems. If Academic Systems requests in writing any custom
computer reports, screens or any other computer related tasks, FGI will
undertake such tasks at an hourly rate of $125.00, payable net 30 days from
invoice.
Excess and Obsolete Material:
The parties shall negotiate in good faith and document a system for disposing
of excess or obsolete inventories (the "Scrap Material"). The Scrap Materials
document shall be attached hereto as Appendix 2.
Service and Freight Charges:
During the initial one (1) year term of this Agreement, the charges for FGI's
services under this Agreement shall be as set forth on Appendix 1 attached
hereto and by this reference incorporated herein. FGI will prepay freight and
insurance. FGI terms are net 30 days, with the exception of freight, which shall
be net 7 days. Should any portion of an invoice be disputed, Academic Systems
agrees to pay the undisputed portion according to its terms and Academic
Systems will notify FGI promptly of the dispute. Both parties agree to use
their best efforts to resolve the disputed portion of the invoice within thirty
(30) days of learning of the dispute. FGI warrants and guarantees that the
prices extended to Academic Systems under this
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Agreement are as favorable as the best pricing offered to any other FGI
customer for like services in like quantities.
Quarterly and Annual Business Reviews:
Academic Systems and FGI will meet quarterly to review the current business
relationship, service levels, effectiveness of the program, suggestions for
improvement, and any other issue in the spirit to optimize the relationship for
mutual benefit. Annual reviews will include discussions of potential price
increases or decreases for labor only (people working on Academic Systems work)
not to exceed 5% annually.
Service Performance Levels:
In the event of any major service failure by either party, the specific failure
will be documented in writing. The party committing the failure will
acknowledge and rectify any service failure by taking appropriate remedial or
recovery actions. Resolution of the service failure will be signed off by both
parties.
Bankruptcy:
If either party shall be adjudicated a bankrupt, institute voluntary
proceedings for bankruptcy or reorganization, make an assignment for the
benefit of its creditors, apply for or consent to the appointment of a receiver
for it or its property, or admit in writing its inability to pay its debits as
they become due, the other party may terminate the Agreement without prior
notice. Any such termination will not relieve either party from any accrued
obligations thereunder.
Assignment:
Neither party to this Agreement will assign any right(s) thereunder without the
prior written consent of the other party, except that FGI may assign payments
due to FGI to any affiliated company without consent. Subject to this consent,
this Agreement will inure to the benefit of and will bind the successors and
assigns of the parties hereto.
Insurance:
FGI will carry sufficient insurance as is customary in the industry for the
services performed and provide copies of the same and obtain reasonable
endorsements naming Academic Systems as an additional insured, as requested
from Academic Systems from time to time.
Governing Law:
This Agreement will be governed by the laws of the State of California.
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Academic Systems and FGI acknowledges having read this Agreement and agrees to
be bound by its terms. This Agreement between Academic Systems and FGI governs
with respect to the subject matter hereof and supersedes all previous
contemporaneous written and oral agreements and communications relating to the
subject matter hereof.
In witness thereof, the parties here to have signed this Agreement by their
authorized representatives
Academic Systems Corporation FGI Print Management
By: [ILLEGIBLE] By: [ILLEGIBLE]
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Date: 6/12/98 Date: 6/12/98
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Appendix 1
SCHEDULE OF CHARGES
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A) $5.00 per release* for 1-5 line items.
B) $15.00 per release* for 6 line items and above.
C) Charges for fulfillment/distribution:
1. Touch on pre-assembly $ .06 per unit
2. Touch on custom kit $ .07 per unit
3. Touch at order pick $ .07 per unit
4. Shrinkwrap books $ .30 per set
5. Label product (includes print & touch) $ .10 per label
6. Cost for P.O.D.s $1.50 per
7. Order Cost - Rush 2 times regular order costs
8. Cost for RMAs 1.5 times regular order costs
9. Re-inventory components $ .10 per unit
10. Shipping cartons $ .10 per unit (estimate)
11. Receipt of materials not purchased $ .50 per carton
through FGI
Note: charge includes the following:
a. Verifying quantity received
b. Entering receipts into system
c. Assigning storage locations
d. Physically placing into storage
e. Any necessary re-stocking
f. Storage space costs
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