BELL AND HOWELL TERMS AND CONDITIONS 1. APPLICABLE TAX. Applicable sales or use tax is not included in above prices, and will be added to invoice(s) unless proof of exempt status is received. 2. PAYMENT TERMS. a. Products: Customer agrees to pay the purchase price for the Products in accordance with the following schedule: (i) thirty-five percent (35%) of the purchase price upon signing this Agreement, (ii) thirty-five percent (35%) of the purchase price prior to shipment of the Products, and (iii) the remainder thirty (30) days after shipment of the Products. b. Professional Services: Customer agrees to pay the purchase price for the Professional Services in accordance with the fee schedule in the Statement of Work. In the absence of a Statement of Work or separate fee schedule, Customer shall be invoiced for the Professional Services on a monthly basis until completion thereof, with payment due within fifteen (15) days after the date of each such invoice. All monies collected for Product installation services are non-refundable. Applicable travel and out-of-pocket expenses are not included in the purchase price, and Customer shall reimburse BH for all such expenses incurred. c. Maintenance and Support Services: Customer agrees to pay the purchase price for the Maintenance and Support Services in advance of the annual period in which the services will be provided. These fees are an annual, recurring fee. d. Where permitted by applicable law, payments made by credit card will be subject to an additional two percent (2%) surcharge by BH, the amount of which does not exceed BH’s applicable costs for accepting such credit card payments. All purchases are subject to BH credit approval. 3. CANCELLATION. Customer acknowledges that it shall have no right to unilaterally cancel an order hereunder for its convenience. In the event Customer expresses to BH a desire to cancel an order, BH may in BH’s sole discretion agree to cancel such order, and Customer agrees to pay as a cancellation fee, not as a penalty, no less than thirty-five percent (35%) of the applicable purchase price for such order. BH may apply to this obligation any amounts received from Customer under this Agreement, including any deposit. 4. SECURITY INTEREST. Until payment in full of the purchase price and all other amounts due hereunder, BH reserves and Customer hereby grants to BH a purchase money security interest in the Product and all additions, replacements and substitutions thereto and the proceeds thereof to secure such payment. Customer agrees to execute promptly upon the request of BH any financing statements (but Customer also agrees that this Agreement may be filed as a financing statement), continuation statements and like documents, and to take any other action deemed necessary or desirable by BH in order to perfect and maintain BH’s security interest hereunder. Customer hereby appoints BH its attorney-in-fact to prepare, sign and file for Customer, in Customer’s name, any such documents. Customer shall keep the Product in good order and repair and fully insured against loss until the purchase price and all amounts due hereunder have been paid in full. 5. SHIPMENT. Delivery dates are approximate and are based, among other things, on Customer’s cooperation. While BH will endeavor to schedule delivery of the Product on the date requested by Customer; BH shall have no liability for failure to deliver the Product at any particular time. Product will be shipped to Customer F.O.B. Point of Origin. Title to the Product (except Software) shall pass to Customer on transfer to the carrier. All shipping, handling and other charges relating to shipments to Customer shall be the sole responsibility of Customer. Customer shall promptly reimburse BH for all such charges incurred by BH on behalf of Customer within thirty (30) days after receipt of invoice for such charges. Product Acceptance shall occur upon shipment. 6. SITE PREPARATION. Customer agrees to prepare the installation site in accordance with BH’s site preparation requirements. CUSTOMER IS RESPONSIBLE AT CUSTOMER’S SOLE EXPENSE FOR ALL SITE PREPARATION REQUIREMENTS, INCLUDING BUT NOT LIMITED TO APPLICABLE ZONING AND BUILDING APPROVALS, PERMITS AND LICENSES, AS WELL AS ALL UTILITIES AND WIRING TO THE PRODUCT, FOUNDATION AND FLOORING, BUILDING MODIFICATIONS, AND ACCESSIBILITY. BH reserves the right to inspect the site prior to shipment of the Product to ensure that the site complies with the site preparation requirements. In the event that (i) BH inspects the site and it is not ready for installation, or (ii) if the Product is delivered and the site is not ready for installation, BH may, in its sole discretion, delay delivery, the installation and/or other applicable dates until the site meets such requirements. 7. INSTALLATION. Within ten (10) business days of receiving notice from Customer that the Product has been delivered, BH shall provide the necessary personnel for installation of the Product. Standard installation, technical advice, and installation supervision shall be provided by BH during BH’s regular business hours. Customer is exclusively responsible for the ability of its personnel (including any agents or contractors) to comprehend any training and technical advice provided by BH, and to efficiently operate the Product. All expenses incurred by BH personnel other than customized installation costs and special rigging for access to Customer’s facility during installation and training shall be borne by BH. After delivery and upon completion of installation of the Product, BH shall certify to Customer that the Product has been properly installed and is ready to use. Technical assistance shall continue throughout the installation and training process described herein. 8. SOFTWARE. Any software, including documentation and improvements, updates or later versions thereof, embedded in the Product or otherwise listed separately in this Agreement (the “Software”) is the property of BH or a licensor of BH. BH grants Customer a non-exclusive, nontransferable right and license to use for Customer’s internal business the number of copies of the Software ordered by and shipped to Customer for use on one computer or the Product upon which it was delivered. To the extent license keys are used in conjunction with the Software, Customer’s use of the Software may only be on those machines of Customer for which a license key has been granted by BH. Customer may not make any copies of the Software, except for one (1) copy to be used solely for archival and backup purposes. Customer will not transfer, disclose, modify, reverse engineer or decode the Software. Customer will not export the Software in any form without BH’s consent and appropriate United States and foreign government licenses. For Software that is property of a licensor of BH, such Software shall, in addition to the foregoing, be subject to the applicable BH licensor’s standard end user license agreement, the terms of which are incorporated herein and available upon request. 9. PROFESSIONAL SERVICES. a. Statement of Work. Customer agrees that any Statement of Work to be executed in connection with services to be provided hereunder will be signed and returned to BH within fifteen (15) days of Customer’s receipt of such Statement of Work, and Customer’s failure to do so shall be deemed as Customer’s consent with the terms thereof. The terms of any such Statement of Work shall be incorporated by reference herein. b. Duties of Customer. In order to facilitate the provision of the services by BH, Customer shall have installed the hardware and software and have completed the preparatory work described herein and on any applicable Statement of Work. If applicable, Customer agrees to make its facilities available to BH for all services to be provided hereunder. Such resources will include reasonable assistance from Customer’s personnel, which will be provided at no charge to BH. If the services are to be performed at Customer’s site, Customer shall provide BH’s representatives with access to the site during the regular business hours and shall provide, at no cost to BH, suitable office space, including desks, chairs, telephone and computers to enable the representatives to perform the services. Customer agrees to perform any other responsibilities or obligations specified in the Statement of Work and this Agreement. c. Project Schedule. A project schedule may be developed by BH upon signing this Agreement or any applicable Statement of Work. This schedule will be based on availability of BH resources. If necessary, a project kickoff meeting or Discovery Workshop meeting will be scheduled and conducted. d. Changes in Scope. BH has based its estimate of time and price to complete the project based on the information contained herein and in any applicable Statement of Work. If the scope of the project, or the assumptions upon which the project is based, change during the course of the engagement, the changes shall be described in a written Change Order or Amendment to be signed by both parties. The Change Order or Amendment shall also set forth any changes to the delivery dates and/or price in light of the changed scope or assumptions. e. Delay. Notwithstanding anything to the contrary hereunder, if at the request of Customer and through no fault of BH: (i) Product installation is protracted or delayed beyond thirty (30) days from Customer’s receipt of the applicable Product, payment for the installation service shall be due in-full at such time, and (ii) to the extent such Product installation is protracted or delayed beyond ninety (90) days from Customer’s receipt of the applicable Product, or has remained idle for a ninety (90) day period, BH shall no longer be responsible for the installation services and any payment for such shall be forfeited by Customer. f. Services Acceptance. The services will have been deemed to have been accepted upon delivery thereof. 10. MAINTENANCE AND SUPPORT SERVICES. If annual Maintenance and Support Services are indicated on the front of this Agreement for the Software, the terms of such services will be indicated on a separate exhibit to this Agreement. The terms of any such exhibit shall be incorporated by reference herein. 11. LIMITED WARRANTY. a. Software. BH warrants to Customer that commencing upon shipment of the Software (or installation, to the extent BH has been contracted to install the Software), during the applicable period described in BH’s Product Warranty Schedule attached hereto as Exhibit A (the “Warranty Period”): (i) the Software will perform substantially in accordance with the functions described in the documentation provided by BH, and (ii) the media on which the Software is furnished will be free from defects in materials and workmanship under normal use. BH does not warrant that the Software will be error-free. Customer assumes responsibility for the installation of the Software, except to the extent BH has been contracted to perform such installation services. Customer further assumes responsibility for the use of the Software and the results obtained therefrom. Software errors which are discovered during the Warranty Period will be corrected on a reasonable efforts basis. b. Equipment. BH warrants to Customer that commencing upon installation, during the Warranty Period the Equipment will be free from defects in material and workmanship. BH will provide labor and parts to repair or replace any defects in the Equipment at no charge to Customer Monday through Friday, 8:30 am to 5:00 pm local time, excluding BH holidays. Parts replaced during the Warranty Period will become the property of BH. The Warranty Period assumes one shift of operation (40 hours per week). Multiple shifts of usage will result in a prorated reduction in the Warranty Period. c. Professional Services. BH will perform the services, as may be further described in a Statement of Work, in a professional and workmanlike manner. d. Exclusions. Warranty coverage does not include preventive maintenance services or any remedial services, including, but not limited to, any Resident services, not related to defects in material and workmanship. Further, BH is not responsible for any problem, including any problem which would otherwise be a breach of warranty, caused by failures resulting from any (i) changes made in the operating characteristics of computer hardware or operating systems after the release of the Software; (ii) interaction of the Software with software not furnished by BH; (iii) failure to follow BH’s installation, operation or maintenance instructions for the Product; (iv) modifications or alteration of the Product; (v) lack of maintenance of the Equipment, (vi) normal wear and tear of the Equipment, (vii) abuse, misuse, accidents, or negligent acts or omissions by Customer, Customer’s employees or agents, or by any third party; or (viii) acts of nature. e. Disclaimer. THE FOREGOING WARRANTIES APPLY TO THE ORIGINAL CUSTOMER ONLY AND ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REPAIR OR REPLACEMENT IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. 12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT: (i) BH IS NOT AN INSURER; (ii) THE PAYMENTS PROVIDED FOR HEREIN ARE BASED SOLELY ON THE VALUE OF THE PRODUCTS AND SERVICES PROVIDED; AND (iii) IN NO EVENT SHALL BH OR ITS SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, OR LOSS OF REVENUE OR PROFITS, OR LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER ARISING UNDER CONTRACT, TORT, STRICT LIABILITY, OR OTHER FORM OF ACTION, WHETHER OR NOT BH HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. AS A MATERIAL CONSIDERATION FOR BH ENTERING INTO THIS AGREEMENT, IN NO EVENT SHALL BH’S LIABILITY HEREUNDER EXCEED THE PURCHASE PRICE PAID BY CUSTOMER HEREUNDER FOR THE PRODUCT OR SERVICES GIVING RISE TO A CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. THE PROVISIONS OF THIS SECTION CONSTITUTE AN ALLOCATION OF RISK BETWEEN THE PARTIES AND THE PRICE CHARGED TO CUSTOMER IS BASED ON SUCH ALLOCATION OF RISK. 13. LEASING. Subject to Section 21, Customer may elect to lease the Product from a third party lessor (the “Lessor”) by assigning its rights under this Agreement to the Lessor. In such event, Customer hereby acknowledges that Customer shall remain primarily liable for the performance of all obligations set forth in this Agreement other than the payment of the purchase price of the Product for which Customer shall remain secondarily liable. In the event that Lessor fails to pay the purchase price pursuant to the terms and conditions set forth in this Agreement, Customer hereby agrees to pay the purchase price. BH is not obligated to exhaust remedies against Lessor before pursuing payment from Customer. In the event Customer has expressed an intent to lease but is not approved by an acceptable Lessor, BH may, at its sole option, either proceed with the Agreement with Customer being fully liable for the purchase price, or terminate the Agreement. 14. NONDISCLOSURE. The performance of this Agreement may result in the disclosure to each party of information not generally known by third parties and treated by the disclosing party as proprietary (“Confidential Information”). All Software, service manuals, system schematics and machine drawings that may be shipped with the Product are the Confidential Information and property of BH or its licensors. Neither party shall, without the written consent of the other party, divulge, communicate, or use, except as permitted by this Agreement, the Confidential Information of the other party that may be provided. 15. COORDINATION WITH 3RD PARTY VENDORS. BH understands and agrees that other persons and entities are, and in the future may be, involved in supporting Customer’s operations. BH understands and agrees that BH’s performance is, and may in the future be, involved in and related to the activities of such other entities, on Customer’s behalf. BH agrees that it will consult with such other persons or entities and coordinate its services and activities performed hereunder with those undertaken by Customer and such other persons or entities, to the extent necessary for the provision of appropriate, cost effective solutions. Customer agrees and acknowledges that BH shall in no event be liable for any additional costs, damages, delays, errors or other liabilities caused by or attributable to the services, actions or inaction of any such third parties engaged by Customer. Further, Customer acknowledges that BH shall not be responsible for any delays or failures in the performance of BH’s services hereunder, to the extent that such delays or failures are caused by the actions or inactions of any such third parties engaged by Customer. 16. INDEPENDENT CONTRACTORS. Each party will be and act as an independent contractor and not as an agent or partner of the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement. BH shall perform services as an independent contractor. Under no circumstances shall BH or any of its employees, agents or authorized representatives be construed to be an employee, agent or authorized representative of Customer, and neither BH nor any of its employees, agents or authorized representatives shall be entitled to participate in Customer’s profit sharing, pension, bonus or other plans for the benefit of Customer’s employees. 17. DEFAULT. Either party shall be in default under this Agreement if such party fails to perform any of its material obligations hereunder, including without limitation, the payment in full of the purchase price. The non-defaulting party shall be entitled to terminate this Agreement or suspend performance under this Agreement, including but not limited to termination or suspension of any Software license rights granted to Customer hereunder, if the default is not cured within thirty (30) days after the defaulting party receives written notice from the non-defaulting party of the default, provided that to the extent any such default is for Customer’s failure to pay any amount due hereunder when such amount shall become due, such cure period shall be five (5) days. Customer shall reimburse BH for additional costs incurred by BH in connection with efforts to collect amounts due from Customer under this Agreement. 18. GOVERNING LAW. This Agreement shall be governed by and subject to the internal laws (exclusive of the Conflicts of Law provisions) and decisions of the courts of the State of North Carolina. 19. ASSIGNMENT. Customer may not assign this Agreement or its obligations hereunder without the prior written consent of BH. 20. BINDING EFFECT. This Agreement shall become the binding obligation of Customer and Customer shall be obligated to purchase and pay for the Product and services upon signing by Customer. BH has the unconditional right to accept or reject this Agreement until the Agreement is countersigned by authorized BH personnel or BH begins work under this Agreement. 21. ENTIRE AGREEMENT. This Agreement represents the entire agreement of the parties, merging herein and superseding all prior negotiations and agreements between them as to such subject matter. Any and all terms, conditions and provisions contained in any purchase order, acknowledgment form or other communications that Customer uses with respect to the transactions contemplated by this Agreement, whether prior or subsequent to the date hereof, are agreed to be surplusage and without any force or effect. This Agreement may be modified or amended only by a subsequent written instrument signed by authorized representatives of the parties hereto expressly superseding the provisions hereof. Sections 3, 4, 13, 14, 15, 18, 19, 21 and 22 shall survive any termination or expiration of this Agreement. Exhibit A PRODUCT WARRANTY SCHEDULE CLICK AND COLLECT SOLUTION LABOR PARTS New Click and Collect Products 90 days 90 days New Quick Collect GL 90 days 90 days New Quick Collect Rx 90 days 90 days SOFTWARE LABOR PARTS Software 90 days 90 days Computing Hardware provided with Software Warranty period provided by the original equipment mfgr. NOTWITHSTANDING THE FOREGOING STATED WARRANTY PERIODS, USED EQUIPMENT IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE.