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DocuSign Envelope ID:740736B3-DE1A-4F5F-9CB6-BCO2D2D381E5
<br /> SALES AGREEMENT
<br /> between Everett Public Library and QUMPUS, INC., d/b/a Better World Books
<br /> THIS SALES AGREEMENT (the "Agreement") is effective as of June 28, 2022 (the "Effective Date") between
<br /> Everett Public Library, a Non-profit Corporation, located at 2702 Hoyt Ave. Everett WA 98201 (hereinafter referred to
<br /> as"Seller")and Qumpus, Inc.,d/b/a Better World Books,a Georgia corporation,with a mailing address of 55740 Currant
<br /> Rd, Mishawaka, IN 46545 (hereinafter referred to as "BWB" and "Purchaser") (respectively as the "Party" and
<br /> collectively as the"Parties").
<br /> RECITALS
<br /> WHEREAS, BWB is engaged in the business of acquiring, collecting,transporting, and selling large volumes of
<br /> previously owned books and materials (hereinafter"Surplus Books,""books"or"materials"), and generating income for,
<br /> including but not limited to, libraries, colleges and universities, student groups, booksellers, and others, as well as for
<br /> literacy and education causes around the world;
<br /> WHEREAS, Seller owns books and materials that it wishes to sell, destroy, or give away that are in saleable
<br /> condition, as defined herein, and otherwise comply with the quality requirements that BWB may establish in its own
<br /> discretion and communicate to Seller from time to time(hereinafter"Surplus Books,""books"or"materials");
<br /> WHEREAS, Seller desires to sell Surplus Books to BWB and to receive revenues from BWB's sale of Surplus
<br /> Books subject to the terms and conditions set forth in this Agreement; and,
<br /> WHEREAS, BWB has agreed to pay Seller a portion of proceeds from the sale of Surplus Books that BWB
<br /> purchases from Seller subject to the terms and conditions set forth in this Agreement.
<br /> NOW,THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable
<br /> consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto promise and agree as
<br /> follows:
<br /> DEFINITIONS
<br /> ARC: BWB's Antiquarian, Rare and Collectibles department.
<br /> Content and Condition Requirements for Books and Materials: BWB does not accept books or materials which are
<br /> not in saleable condition, as defined herein and online at https://services.betterworldbooks.com/libraries/material-
<br /> guidelines/, including activity books and workbooks; annuals and yearbooks; audio cassettes, VHS tapes, LP records,
<br /> and computer software; books published by magazines (e.g., Reader's Digest Condensed or Time-Life
<br /> Books); Britannica and World Book Encyclopedia; case law and procedural law books; custom course packets; dated
<br /> reference material that is over five (5) years old); directories and telephone books; duplicate copies in excess of twenty
<br /> (20) copies per title; free copies, examination copies or advanced reading copies; incomplete DVD, Blu-ray Disc, or
<br /> Books on CD sets or DVDs, Blu-ray Discs, or Books on CDs missing either the case or original artwork; journals and
<br /> periodicals; microfilm and microfiche; newspapers and magazines; non-western script books; tax and government
<br /> documents or forms.
<br /> Literacy or Education Partner: An organization or public institution dedicated to providing or supporting literacy,
<br /> education and reading programs, or other charitable causes, with a proven operating history, shall be eligible to receive
<br /> proceeds from sales as set forth in Article III herein.
<br /> Marketplace Commission: Fees charged to sellers by online retailers for marketing and selling books.
<br /> Minimum Quantity Requirements and Shipping Specifications: In order to maintain the percent of Net Proceeds
<br /> payable to Seller, as outlined herein in Article III, Seller agrees to ship, on a per shipment basis, no fewer than one (1)
<br /> carton or more of Surplus Books using the Prescreen Process defined herein. Shipping cartons must be filled
<br /> to capacity or using a standard-sized shipping carton, measuring approximately 18 X 12 X 10 inches. If applicable, each
<br /> BWB Sales Agreement—US—LDR 2.8.19
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