Indigo Vendor Information

General Terms & Conditions

GENERAL PROVISIONS

Vendor Representation: Vendor represents and warrants that, for all product; it has secured all necessary intellectual property rights and that it has the right to sell the product to Indigo for ultimate sale to consumers. Indemnification: Both parties indemnify the other party against any proceeding or action brought by a third party relating to the acts or omissions of the other party, its employees or agents, and for any losses, damages, liabilities, costs and reasonable expenses arising from such acts or omissions. Both parties further agree to promptly notify the other party of any claim, demand, proceeding, suit or potential liability of which that party becomes aware which may give rise to such a right of defence or indemnification, to assist the other party as applicable in its own defence, and agrees to keep all information of such claim confidential.

Confidentiality: Vendor recognizes and acknowledges that it has and will have access to certain written, verbal and observable proprietary and confidential information, ideas and trade secrets of Indigo and its affiliates and related parties ("Confidential Information"). Vendor agrees it will not use or disclose, directly or indirectly, any of the Confidential Information or copy or duplicate in any manner any document containing Confidential Information for any personal use or the use of any third party, during and after the termination of this Agreement without the written consent of Indigo, except Confidential Information disclosed by the Vendor as follows: (a) to its directors, officers, or employees of Vendor who have a need to know in their performance of this Agreement; (b) Vendor can demonstrate was known by it prior to disclosure; (c) is now or subsequently lawfully becomes part of the public domain other than through a breach of this Agreement; (d) was disclosed to Vendor by a third party whom the Vendor reasonably believes has the right to disclose it; and (e) is ordered by a court or government authority to be disclosed by the Vendor.

Publicity: The parties shall jointly plan and co-ordinate any public notices, press releases, and any other publicity concerning the transactions contemplated by this Agreement and no party shall act in this regard without the prior approval of the other. Notwithstanding the foregoing, Indigo does agree to allow Vendor to use its name and industry in alphabetical customer listings, provided no additional information or other detail is given about Indigo without Indigo’s written approval.

Governing Law, Entire Agreement, Amendments: This Agreement is governed by the laws of, and any dispute, resolution, or proceeding with respect to this Agreement will take place in, the Province of Ontario. The terms and provisions contained herein constitute the entire agreement between the parties and supersede all previous oral and written communications. No amendment of this Agreement shall be valid unless made in writing and executed by both parties. Any manual/handwritten changes to this Agreement must be initialed by both parties to be valid.

Notice: Any notice required to be given under this Agreement must be in writing and sent by confirmed facsimile or email transmission or mailed or couriered to the respective number/address set forth in this Agreement and will be deemed to be received when delivered.

Facsimile Signature: Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of any party to this Agreement shall constitute a valid and binding execution and delivery of this Agreement by any such party. Such facsimile copies shall constitute enforceable original documents.

Rights Change: The Vendor must notify Indigo of changes to rights 90 days in advance of the intended change. The Vendor is liable to ensure that returns move with the rights change.

BookNet Indigo Peer to Peer Data Access: Access to Indigo peer-to-peer data provided by Booknet Canada requires completion of this contract agreement, the vendor certified as Onix & Booknet Silver/Gold and to be Cross-Dock enabled.

Both parties acknowledge their agreement to, and are bound by the terms and conditions of this Agreement.