w7 - virginia tech · if the answer to any of the. above ,is "r.iq" ; ... v i rginia po...

26
WE?VlR'11NIA VU TECH. Procurement 300 TtirnerStreet NW '·. ;«·_ ,; ;;·,. ',):¥i <l · 1 ' ,;· ,:.tt l-:;.;-, f)<S '.'. > ,,, · .Ji North End Center, Ste2100 ', · s B.lacksoii, 1 (Virginia 24,061 P: (549) 23 t,6μ1 F; (549) 431-9628 ,.:· W'!Viiq1,Jocii1~id1i~l1i.i.Jt,ei:iiF', ::,_,,, ·, .. ., ';', :i•.J"' :: :' TO:'. ·. {aacf Brown' . FR~~.: 911pt:3, ~- -,~ .• , <,= " ' -~ DATE:'March 7, 2018 · ~,: ,,.:1 ,, '·;:' SUBJECT: Virginia Tech Contract: TS-03M O Option for RenewaUl/umb~r: .• through July.31, 2019 ,,, ·, • '• ,- ,><.,,._;,J'.'~~:;,, '''.'1:·:. ·~ ;,''lv,'''; .. ,i ,'" --:, ·c, ,, ' .'._1· .~ !,:\rt:.;: :~t •_.t, t:·_·: ; 1' • . . s '. ••• ' ' The contract·~ith Elsevie.r lnformat1on,,sy,st~m~ Gmlth,for:El5~viE1r fiybscrjp!ipn Agr~em~nt,for,R~a<S)ls l'xpires July.31, 20,18.TSince·the. contract contains a prbvisiohJcirienewal;'please complete,theJollowing:and return It to mefo1aiJ;~oif~'.9~~3jby'ivJ~.rc:h21,'20{B,t,' ·: :··':.:·; 1 . ?:;: ''.,.':, .. :····· .. ·' .... ,. , ..... ' . . , , , · · · , · · · • ·· · · ' .. 1 ' · · Ye~ '- N~ ; 1. Do you re~ewal o;,~i~~~~~r~?I? ,_'_· ... · ~~-- ···· ... ·. :: .. ... · 2. Has the quality ofthe merchanqise qr service been satisfac\ory? 0 ··, · 3. 'Ha~e dell~eri~~ be;~ rr\~de o'n time? ' ' ",. ,,. " ·/,' v , -·--·.--•. 4. J(the ~ontract fequires service by \he'v.;ndorJ,~sthe sei~ice" \' been ~~Jisf~qti;,ryi:'.;::·, ': '·k!.:.i.,,: .. _:, ·>"< -,- .;:_,.:';,;;1-)r:·>~., :. ·'''/ ·d--_ .. _ y ,' _,,'_,~(• ' ' j, •'/ '''. 1 ,• ·:.;·., A. < .,,, ·--:, ... :<- C If the answer to any of the. above ,is "r.iQ" ;,ple?~e !l?<Rl.~ir\,:? , 5. ·: .• 6. '.I I -~~.·c· Esti~~;ed a~n~al Expen~itur~/R~~~~~~ ag~;~s)'.hlf:~of!ff;t_f~r!f~[:·~~ ~-· a. Curr~nt P~ri~d . ' Augu;t 1, 2a'i:,;,.:J~1§'ai,26'ia':' : )'$ :\. : .,fo dat~, •'· : ,: . ,, ' ~- R!')newal Period. Augus,t1,2p1a,.-,July,:,1'.2Q~~r: ,: ~'-~ 4:'.37£'.?, L~ "' ' . ·, ;. t-:::.~; -~:::;_,,,;·:· }i'":.-;;.··,.·'\'.t::··:-·--e',:;:,· 1-·':.;,},'.>-i.\\- .. \' "•.,, :, , List belo':'I' any ltell!s ,or ,serylc!)s' cyrrently bejng pur~fcased,. \n .!his gener'i'J-categoty, wh/ch _y9u feel should be added to or deleted frqm, the,reference,d.contra~t;· ln~l,ude a descrlptlon.and'an estlmate'ch al'lnual;purchase quantity.tor eac~iit,e,nj,or;se~ryl,ce: .: .;· ;u:J :,, ' ' . . Contract Administrator Name: __ Ladd Bro;;,,;, ___ '--'"--"-'--"-:..:...===~---'~-"" Submitted by: RG/ss ~7;p:~· Narne .. :: W7 . ·~ ~·at.··,:·-:; ._ ' '.. ' , • ! _;;,;,.,,. . ,,. Title VIRGINIA· POLYTECl{NlC ,rNS'l'ITUTE ANO'.<S-i:,•crfl .. UNlVERSiTY An e(fua'I oppOr.tun:ity,- afflnn'trtlv_e fictJon i.nst'/tJJti01i I

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WE?VlR'11NIA VU TECH.

Procurement 300 TtirnerStreet NW

'·. ;«·_ ,; ;;·,. ',):¥i <l ·1 '

,;· ~ ,:.tt l-:;.;-, f)<S '.'. >

,,, · .Ji North End Center, Ste2100 ', · s B.lacksoii,1(Virginia 24,061

P: (549) 23 t,6µ1 F; (549) 431-9628 ,.:· W'!Viiq1,Jocii1~id1i~l1i.i.Jt,ei:iiF', ::,_,,, ·, .. ., ';', :i•.J"' :: :'

TO:'. ·. {aacf Brown' .

FR~~.: ~~9~( 911pt:3, ~--,~ .• , <,= -· " ' -~

DATE:'March 7, 2018 · ~,: ,,.:1 ,, • '·;:'

SUBJECT: Virginia Tech Contract: TS-03M O Option for RenewaUl/umb~r: .• ~ through July.31, 2019 ,,, ·, • '• ,- ,><.,,._;,J'.'~~:;,, '''.'1:·:. ·~ ;,''lv,'''; .. ,i ,'"

• --:, ·c, ,, ' .'._1· .~ !,:\rt:.;: :~t •_.t, t:·_·: ; 1' • . . s '. ••• ' '· '

The contract·~ith Elsevie.r lnformat1on,,sy,st~m~ Gmlth,for:El5~viE1r fiybscrjp!ipn Agr~em~nt,for,R~a<S)ls l'xpires July.31, 20,18.TSince·the. contract contains a prbvisiohJcirienewal;'please complete,theJollowing:and return It to mefo1aiJ;~oif~'.9~~3jby'ivJ~.rc:h21,'20{B,t,' ·: :··':.:·;1. ?:;: ''.,.':, .. :····· .. ·' .... ,. , ..... ' ,· .

. • , , , · · · , · · · • ·· · · ' • .. 1 ' · · Ye~ '-N~ ; 1. Do you ~~?mm~~~ re~ewal o;,~i~~~~~r~?I? ,_'_· ... · ~~--···· ... ·. :: .. , · ...

· 2. Has the quality ofthe merchanqise qr service been satisfac\ory? 0 ··, ·

3. 'Ha~e dell~eri~~ be;~ rr\~de o'n time? ' ' • ",. ,,. " ·/,' v ,

-·--·.--•. 4. J(the ~ontract fequires service by \he'v.;ndorJ,~sthe sei~ice" \'

been ~~Jisf~qti;,ryi:'.;::·, ': '·k!.:.i.,,: ~ .. _:, ·>"< -,- .;:_,.:';,;;1-)r:·>~., :. ·'''/ ·d--_ .. _

y ,' _,,'_,~(• ' ' j, •'/ '''. 1,• ·:.;·., A. < .,,, ·--:, ... :<- C

If the answer to any of the. above ,is "r.iQ" ;,ple?~e !l?<Rl.~ir\,:? ,

5. ·: .•

6.

'.I I -~~.·c·

Esti~~;ed a~n~al Expen~itur~/R~~~~~~ ag~;~s)'.hlf:~of!ff;t_f~r!f~[:·~~ ~-·

a. Curr~nt P~ri~d . ' Augu;t 1, 2a'i:,;,.:J~1§'ai,26'ia':' : )'$ :\. : .,fo dat~, •'· : ,: . ,, ' ~- R!')newal Period. Augus,t1,2p1a,.-,July,:,1'.2Q~~r: ,: ~'-~ 4:'.37£'.?, L~

"' ' . ·, ;. t-:::.~; -~:::;_,,,;·:· }i'":.-;;.··,.·'\'.t::··:-·--e',:;:,· 1-·':.;,},'.>-i.\\- .. \' "•.,, :, , List belo':'I' any ltell!s ,or ,serylc!)s' cyrrently bejng pur~fcased,. \n .!his gener'i'J-categoty, wh/ch _y9u feel should be added to or deleted frqm, the,reference,d.contra~t;· ln~l,ude a descrlptlon.and'an estlmate'ch al'lnual;purchase quantity.tor eac~iit,e,nj,or;se~ryl,ce: .: .;· ;u:J :,, ' ' . .

Contract Administrator Name: __ Ladd Bro;;,,;, ___ '--'"--"-'--"-:..:...===~---'~-""

Submitted by:

RG/ss

~7;p:~· Narne .. ::

W7 . ·~ ~·at.··,:·-:; • ._ ' '.. ' , • ! _;;,;,.,,. . ,,.

Title

VIRGINIA· POLYTECl{NlC ,rNS'l'ITUTE ANO'.<S-i:,•crfl .. UNlVERSiTY An e(fua'I oppOr.tun:ity,- afflnn'trtlv_e fictJon i.nst'/tJJti01i

I

!IJVirginiaTech I Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 WWW.procurement. vt. edu

MEMORANDUM

TO:

FROM:

DATE:

SUBJECT:

Ladd Brown

Roger Gupta ~~ February 15, 2017

Virginia Tech Contract #TS-031-10 Option for Renewal Number 8 through July 31, 2018

The contract with Elsevier Information Systems Gmbh for Elsevier Subscription Agreement for Reaxys expires July 31, 2017. Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by March 1, 2017.

1.

2.

3.

4.

Do you recommend renewal of this contract?

Has the quality of the merchandise or service been satisfactory?

Have deliveries been made on time?

If the contract requires service by the vendor, has the service been satisfactory?

If the answer to any of the above is "NO", please explain.

5. Estimated annual Expenditure/Revenue against this contract for if known:

./ -- --

/ -- --

a. CwTent Period

b. Renewal Period

August l,2016-July31,2017 $ ~ ~I~ August l,2017-July31,2018 ~£?7a7CT{;;>

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Contract Administrator Name: -----------------

Submitted by: ~7 ~:S:~ viN LV \-LV/1.cp Name Department

\i!O, ~ k& Title

RG/ss c: F.M. Pro

'-------------------------- Invent the Future

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An equal opportunity, affirmative action Institution

3 ·I·/ (p A u.., -ru 1< ~ne-w ()...J \

!llVirginiaTech I -fo c o...no~ e.r '/ ~o...r .

Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

MEMORANDUM February 19, 2016

TO: Ladd Brown

FROM: Roger Gupta~ SUBJECT: Virgi nia Tech Contract #TS-031-10

Option for Renewal Number 7 through July 31, 2017

The contract with Elsevier Information Systems Gmbh for Elsevier Subscription Agreement for Reaxys expires July 31, 2016. Since the contract contai ns a provision for renewal, please complete the fo llowing and return it to me (mail code 0333) by March 1, 2016.

1.

2.

3.

4.

Do you recommend renewal of this contract?

Has the quality of the merchandise or service been sati sfacto ry?

Have deliveries been made on time?

If the contract requires service by the vendor, has the service been sati sfactory?

If the answer to any of the above is "NO" , please explain.

5. Estimated annual Expenditure/Revenue aga inst thi s contract for if known :

a. Curren t Period August 1, 2015 - July 3 1, 2016

b. Renewal Period August 1, 2016 - Ju ly 31, 2017

Ye/ No

/ -- --

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated ann ual purchase quantity fo r each item or service:

Contract Administrator ame: ~~~~~~~~~~~~~~~~~

Submitted by: l:Aoz~ L,/t l---.l L \/ ~/

RG/kjb c: F.M. Pro

Name Department

b:b?~ kc? ;zq ~ · 7tp Title Date

V I RGINIA PO LYTEC HNI C INST I TUTE AND STATE UNIV ERSITY

An equal opportunity, affirmative action institution

Contract Administrator Responsibilities Notify Procurement Department if Contract Administrator Changes

Contract Administrator -----"La~d=d~B=r~o~w~n"'--------------T~S=-~0=3=1~-1=0=-----Print Name Contract Number

MUST BE SIGNED AND RETURNED TO PROCUREMENT

This note is being sent to outline the Do 'sand Don 'ts of contract administration. You have been named as the Contract Administrator in the attached contract(s). Contract administration involves ongoing activities that should be performed after a contract has been awarded to ensure that the Contractor and Virginia Tech are meeting the requirements of the contract.

The Contract Administrator is responsible for ensuring that all contract prov1s1ons are being followed. The Administrator assures quality, documents nonperformance if any, facilitates problem resolutio n, and coordinates actions with Procurement Department (contract renewals, contract amendments, and contract terminations) and lega l staff when necessa ry. This includes:

• Monitoring the contractor' s performance and interfacing with the contractor's representati ves

• Formally meeting on a periodic basis with the contractor to review performance

• Verifying that invoices are consistent with contract terms

• Maintaining appropriate records, including docu mentation of any non-confo rmance or other issues that may

have occurred wi th the contractor and resolution as a result thereof, including any significant events during

the contract term

• Contacting Procurement Department fo r any issues, complaints, or disputes that cannot be resolved at the

department level

• Working with Procurement Department to determine if contract should be renewed (if applicable)

• Avoiding conflicts of interest and maintai ning appropriate standards of conduct

• Coordinating with other uni versity units who are users of the contract

• Documenting receipt of revenue and rebates (if applicable)

• Contacting Procurement fo r any contract contact information changes, with either VT or Contractor.

Some of these duties may be delegated to others in your organization. For example, inspection of contractor invoices may take place in your business office. You need to be knowledgeable of the delegated process such as who is doing what and do they have the information necessary to accomplish their responsibilities.

All contracts require that any change to the terms of the contract be made in writi ng and be accepted by both the contractor and Virginia Tech before the change is bindi ng. Contract Administrators are not empowered lo make changes to the terms of the contract. For example, you are not authorized to change the price or add add itional services. If there is a need to add or delete services, changes should be communicated to the Procurement Officer, who will prepare a written contract modification. The same applies for renewing contracts for additional time periods.

Thank yo u for your effo rts to ensure thi s contract meets the needs of the Virginia Tech. If yo u have any questions, contact the Procurement Officer assigned to this contract.

Thank yo u,

1-4177 Contract Administrator Signature

01/01/2016

VIRG I NIA POL YTEC HNI C INST ITUT E AND STATE UNIVER SI TY

An equa l opportun ity , affirmative acti on institu tion

lllVirginiaTech I Procurement Department (MC 0333) North End Center, Suite 2100, Virginia Tech 300 Turner Street NW Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement.vt.edu

MEMORANDUM February 18, 2015

TO: Ladd Brown

FROM: Roger Gupta

SUBJECT: Virginia Tech Contract # TS-031-10 Option for Renewal Number 6 through July 31 , 2016

The contract with Elsevier Information Systems GmbH for Elsevier Subscription Agreement for Reaxys, Crossfire, Gmelin expires July 31 , 2015. Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by March 12, 2015.

1.

2.

3.

4 .

Do you recommend renewal of this contract?

Has the quality of the merchandise or service been satisfactory?

Have deliveries been made on time?

If the contract requires service by the vendor, has the service been satisfactory?

If the answer to any of the above is "NO" , please explain.

Y~No

~ -- - -

~

5. Estimated annual expenditure against this contract for:

a. Current Period August 1, 2014 - July31 , 2015 $~ l7 l~-~--b. Renewal Period August 1, 2015 - July 31 , 2016 $ 7 e ~P't::/

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Contract Administrator Name: ~~~~~~~~~~~~~~~~~

Submitted by: l:Ata'7 '~ k1N lV L-\.i~

RG/jv c: F.M. Pro

Name Department

174-: ~ l!;Z Date

V I RGINIA POLYTECHNIC INST I TUTE AND STATE UN I VERSITY

An equal opportunity , affirmative ac tion institution

3-)D-}~

II Virginia Tech

R £. >-1-~ vJ A l P•ocu<eme~e~~c~!j~AJL North End Center, Suite 2100, V1rgin1a T h 300 Turner Street NW Blacksburg , Virginia 24061 540/231-6221 Fax: 540/231-9628 www.procurement.vt. edu

MEMORANDUM

TO:

FROM:

SUBJECT:

Ladd Brown

Roger Gupta ; .r-

Virginia Tech Contract #TS-031-10 Option for Renewal Number 5 through July 31 , 2015

March 3, 2014

The contract with Elsevier Information Systems GmbH for Elsevier Subscription Agreement for Reaxys, Crossfire, Gmelin expires July 31 , 2014. Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by March 14, 2014 .

1.

2.

3.

4.

Do you recommend renewal of this contract?

Has the quality of the merchandise or service been satisfactory?

Have deliveries been made on time?

If the contract requires service by the vendor, has the service been satisfactory?

If the answer to any of the above is "NO" , please explain.

Yes No V--_

~

5. Estimated annual expenditure against this contract for:

a. Current Period

b. Renewal Period

August 1, 2013 - July 31, 2014 ~

August l , 2014 - July31,2015 ~~O

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Contract Administrator Name: ________________ _

Submitted by: LAt2t2 ~ t.Ai'--1 \ V H0e=?

RG/jv c: F.M. Pro

Name Department

Z~L± Date

Invent the Future

VIRGINIA POLYTEC HN IC INSTITUTE AN D STATE UNIVERSITY

An equal opportun i ty , affirmative ac tion insti tution

L flVirginiaTech I

J-/ 3-/3 fiU.TO R~iLv(j·f:} ~ Pu•chas;ng Departmef.>\((_ -J\i-tilh\ sJ{ 'f AJ( 270 Southgate Center (0333) Blacksburg, Virginia 24061 540/231-6221 Fax: 540/231-9628 www.purch.vt.edu

MEMORANDUM February 5, 2013

TO: Ladd Brown

FROM: Roger Gupta ·~ \-- ~

SUBJECT: Virginia Tech Contract #TS-031-1 0 Option for Renewal Number 4 through July 31 , 2014

The contract with Elsevier Information Systems GmbH for Elsevier Subscription Agreement for Reaxys, Crossfire, Gmelin expires July 31 , 2013. Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by March 1, 2013.

1. Do you recommend renewal of this contract?

2. Has the quality of the merchandise or service been satisfactory?

3. Have deliveries been made on time?

4. If the contract requires service by the vendor, has the service been satisfactory?

If the answer to any of the above is "NO", please explain.

5. Estimated annual expenditure against this contract for:

a. Current Period

b. Renewal Period

Yy No

\/" --

/

~

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Submitted by:

RG/jv c: F.M. Pro

VIRG I N I A POLYTECHNIC INSTITUTE AND STATE UNIVERS ITY

An equal opportunity , affirma tive action insti tution

llJVirginiaTech I

MEMORANDUM

TO: Ladd Brown

FROM: Roger Gupta l\r--SUBJECT: Virginia Tech Contract #TS-031-10

Purchasing Department 270 Southgate Center (0333) Blacksburg , Virginia 24061 540/231-6221 Fax: 540/231-9628 www.purch.vt.edu

Option for Renewal Number 3 through July 31 , 2013

/tyrn R~·wtt-~ RfL ftwJHJdL JA~ 1

February 16, 2012

The contract with Elsevier Information Systems GmbH for Elsevier Subscription Agreement for Reaxys, Crossfire, Gmelin expires July 31 , 2012. Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by March 7, 2012.

1. Do you recommend renewal of this contract?

2. Has the quality of the merchandise or service been satisfactory?

3. Have deliveries been made on time?

4.

5.

If the contract requires service by the vendor, has the service been satisfactory?

If the answer to any of the above is "NO", please explain.

Estimated annual expenditure against this contract for: '\ '

a. Current Period August 1, 2011- July 31, 2012 $__,_ ... ___ _ ,.

b. Renewal Period August 1, 2012-July3 1 2013 $ ____ _

Yes No \,

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Submitted by:

RG/jv c: F.M. Pro

Dote ~

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY

An equal opportunity, affirmative action institution

Contract Administrator Responsibilities

PLEASE RETAIN FOR YOUR RECORDS.

This note is being sent to outline the Do 's and Don 'ts of contract administration. You have been named as the Contract Administrator in the attached contract(s). Contract administration involves ongoing activities that should be performed after a contract has been awarded to ensure that the Contractor and Virginia Tech are meeting the requirements of the contract.

The Contract Administrator is responsible for ensuring that all contract provisions are being followed. The Administrator assures quality; documents nonperformance if any, facilitates problem resolution, and coordinates actions with Purchasing (contract renewals, contract amendments, and contract terminations) and legal staff when necessary. This includes:

• Monitoring the contractor' s performance and interfacing with the contractor 's representatives

• Formally meeting on a periodic basis with the contractor to review performance

• Verifying that invoices are consistent with contract terms

• Maintaining appropriate records, including documentation of any non-conformance or other issues that may have occurred with the contractor and resolution as a result thereof, including any significant events during the contract term

• Contacting Purchasing for any issues, complaints, or disputes that cannot be resolved at the department level

• Working with Purchasing to determine if contract should be renewed (if applicable)

• A voiding conflicts of interest and maintaining appropriate standards of conduct

• Coordinating with other university units who are users of the contract

• Documenting receipt of revenue and rebates (if applicable)

Some of these duties may be delegated to others in your organization. For example, inspection of contractor invoices may take place in your business office. You need to be knowledgeable of the delegated process such as who is doing what and do they have the information necessary to accomplish their responsibilities.

All contracts require that any change to the terms of the contract be made in writing and be accepted by both the contractor and Virginia Tech before the change is binding. Contract Administrators are not empowered to make changes to the terms of the contract. For example, you are not authorized to change the price or add additional services. If there is a need to add or delete services, changes should be communicated to the Procurement Officer, who will prepare a written contract modification. The same applies for renewing contracts for additional time periods.

Thank you for your efforts to ensure this contract meets the needs of the Virginia Tech. If you have any questions, contact the Procurement Officer assigned to this contract.

Thank you,

~ Roger Gupta, VCO 1-4177

VIRG INIA POLYTECHNIC INSTITUTE AND STATE UNIVERS I TY

An equal opportunit y , affirmative a c tion institut i on

!IJVirginiaTech I

MEMORANDUM

TO: Ladd Brown

FROM: Roger Gupta \(L \../--SUBJECT: Virginia Tech Contract #TS-031-10

·d- - ?- ":).- / I

Purchasing Department 270 Southgate Center (0333) Blacksburg , Virginia 24061 540/231-6221 Fax: 540/231-9628 www.purch.vt.edu

Option for Renewal Number 2 through July 31 , 2012

February 4, 2011

Py The contract with Elsevier Information Systems GmbH for Elsevier Subscription Agreement for Reaxys, Crossfire, Gmelin expires July 31 , 2011 . Since the contract contains a provision for renewal, please complete the following and return it to me (mail code 0333) by February 24, 2011.

I. Do you recommend renewal of this contract?

2. Has the quality of the merchandise or service been satisfactory?

3. Have deliveries been made on time?

4.

5.

If the contract requires service by the vendor, has the service been satisfactory?

lfthe answer to any of the above is "NO", please explain.

Estimated annual expenditure against this contract for:

a. Current Period August 1, 2010 - July 3 I, 2011

b. Renewal Period

f i it . .. ' .... ,

6. List below any items or services currently being purchased, in this general category, which you feel should be added to or deleted from the referenced contract. Include a description and an estimated annual purchase quantity for each item or service:

Submitted by:

RG/jv F.M. Pro

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY An eq uai opportuni ty , affirmative a ct ion institution

Vanhoozier, Joe Ann

From: Sent: To: Cc· Subject:

Sonya,

Gupta, Roger Friday, March 05, 201 O 3:32 PM Lucas, Sonya Vanhoozier, Joe Ann TS-031-10

The subject contract is an auto-renewal and there will not be any correspondence with the vendor. Please extend this one for another year.

Thanks for your help.

Roger K. Gupta VCO Buyer Senior Purchasing Department 270 Southgate Center Virginia Tech P: 540-231-4177 F: 540-231-9628 www.purchasing.vt.edu [email protected]

1

October 30, 2014

Roger Gupta Virginia Tech Procurement North End Center, Suite 2100 300 Turner Street NW Blacksburg, VA 24061

RE: Elsevier Reaxys Subscription Agreement 1-6584601631

Dear Mr. Gupta,

UPS Tracking No: 1ZAOX22l0297241178

On behalf of your Account Manager, Sarah Buchala, I am returning a fully executed original of the above-referenced agreement amendment for Virginia Polytechnic Institute & State University. Thank you for the opportunity to provide this service to your organization. Please do not hesitate to contact, Sarah Buchala or me directly if you have any questions. You may also contact our help desk at: 1 (888) 615-4500.

Best regards,

Eric Williams E-Sales Support Coordinator Elsevier 1360 Park Avenue So. l New York, NY 10010 Phone: (212) 633-3196 e.williams. [email protected]

cc: Kelechi Okere at [email protected] Sarah Buchala at [email protected]

ELSEVIER SUBSCRIPTION AGREEMENT

No 1-6584601631 CRM \a.1.0 20/07

This agreement ("Agreement") is entered into as of 2 May 2014 by and between Virginia Polytechnic Institute and State University, Blacksburg, VA 24061, USA (the "Subscriber"), and Elsevier B.V., Radarweg 29, 1043 NX Amsterdam, The Netherlands ("Elsevier").

The parties hereto agree as follows:

SECTION 1. SUBSCRIPTION.

1.1 Subscribed Products. Elsevier hereby grants to the Subscriber the non-exclusive, non-transferable right to access and use the products and services identified in Schedule I ("Subscribed Products") and provide the Subscribed Products to its Authorized Users (as defined herein) subject to the terms and conditions of this Agreement.

1.2 Authorized Users/Sites. Authorized Users are the full-time and part-time students, faculty, staff and researchers of the Subscriber and individuals who arc independent contractors or are employed by independent contractors of the Subscriber affiliated with the Subscriber's locations listed on Schedule 2 (the "Sites") and individuals using computer terminals within the library facilities at the Sites permitted by the Subscriber to access the Subscribed Products for purposes of personal research, education or other non-corporate use ("On-Site Users") .

1.3 Authorized Uses. Each Authorized User may:

• access, search, browse and view the Subscribed Products;

• print, download and store a reasonable portion of individual items from the Subscribed Products for the exclusive use of such Authorized User; and

• incorporate links to the Subscribed Products on the Subscriber's intranet and internet websites and in electronic coursepacks, reserves and course management systems and instructor websites, provided that the appearance of such links and/or statements accompanying such links will be changed as reasonably requested by Elsevier.

1.4 Restrictions on Use of Subscribed Products. Except as expressly stated in this Agreement or otherwise permitted in writing by Elsevier, the Subscriber and its Authorized Users may not:

• abridge, modify, translate or create any derivative work based on the Subscribed Products, except to the extent necessary to make them perceptible on a computer screen to Authorized Users;

• remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Products;

• use any robots, spiders, crawlers or other automated downloading programs, algorithms or devices to continuously and automatically search, scrape, extract, deep link, index or disrupt the working of the Subscribed Products;

• substantially or systematically reproduce, retain or red istribute the Subscribed Products; or

• post individual items from the Subscribed Products on social networking sites.

Authorized Users who are individuals who are independent contractors or are employed by independent contractors may use the Subscribed Products only for the purposes of the contracted research work for the Subscriber.

1.5 Intellectual Property Ownership . The Subscriber acknowledges that all right, title and interest in and to the Subscribed Products remain with Elsevier and its suppliers, except as expressly set forth in this Agreement, and that the unauthorized redistribution of the Subscribed Products could materially and irreparably harm Elsevier and its suppliers.

SECTION 2. ELSEVIER PERFORMANCE OBLIGATIONS.

2.1 Access to Subscribed Products . Elsevier will make the Subscribed Products accessible to the Subscriber and its Authorized Users from the internet address set forth on Schedule I or as may be otherwise set forth herein.

2.2 Quality of Service . Elsevier will use reasonable efforts to provide the Subscribed Products with a quality of service consistent with industry standards, specifically, to provide continuou service with an average of 98% up-time per year. with the 2% down-time including scheduled maintenance and repairs performed at a time to minimize inconvenience to the Subscriber and ils Authorized Users, and to restore service as soon as possible in the event of an interruption or suspension of service.

2.3 Withdrawal o/Comenr. Elsevier reserves the right to withdraw from the Subscribed Products content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, harmful, false or infringing.

2.4 Usage Data Reports. Elsevier will make usage data reports on the Subscriber's usage activity accessible online on a monthly basis to the librarians/administrators employed by the Subscriber for internal use only. Such reports may be accessed by vendors or other third parties retained by the Subscriber only with the express written permission of Elsevier and for the purpose of usage analysis of the Subscriber.

SECTION 3. SUBSCRIBER PERFORMANCE OBLIGATIONS.

3.1 Authentication. Access to the Subscribed Products will be authenticated by the use of Internet Protocol ("IP") address( es) and/or usernames and passwords and/or a delegated authentication mechanism requiring at least two different credentials, as identified on Schedule 2. Distribution of usernames, passwords, credentials or otherwise providing remote access to the Subscribed Products by Authorized Users who are On-Site Users is not permitted.

3.2 Protection from Unauthorized Access and Use. The Subscriber will use reasonable efforts to:

• limit access to and use of the Subscribed Products to Authorized Users and notify all Authorized Users of the usage restrictions set forth in this Agreement and that they must comply with such restrictions;

• issue any passwords or credentials used to access the Subscribed Products only to Authorized Users, not divulge any passwords or credentials to any third party, and notify all Authorized Users not to divulge any passwords or credentials to any third party; and

2

• promptly upon becoming aware of any unauthorized use of the Subscribed Products, inform Elsevier and take appropriate steps to end such activity and to prevent any recurrence.

In the event of any unauthorized use of the Subscribed Products, Elsevier may suspend the access and/or require that the Subscriber suspend the access from where the unauthorized use occurred upon notrce to the Subscriber. The Subscriber will not be liable for unauthorized use of the Subscribed Products by any Authorized Users provided that the unauthorized use did not result from the Subscriber's own negligence or willful misconduct and that the Subscriber did not permit such unauthorized use to continue after having actual notice thereof.

SECTION 4. FEES AND PAYMENT TERMS.

The Subscriber will pay to Elsevier the fees set forth in Schedule l (the "Fees") within thirty (30) days of date of invoice for the Fees due for first year of the term and, thereafter, no later than 15 July for the Fees due for the following year of the term.

SECTION 5. TERM.

5.1 Term. The term of this Agreement will commence on 0 l August 2014 and continue until 3 I July 2017 .

5.2 Renewal. This Agreement will be automatically renewed for successive one-year terms, subject to appropriate adjustments to Schedule I, unless either party gives notice to the other no later than ninety (90) days prior to the end of the then current term that it does not intend to renew.

SECTION 6. ELSEVIER WARRANTIES AND INDEMNITIES.

6.1 Warranties. Elsevier warrants that use of the Subscribed Products in accordance with the terms and conditions herein will not infringe the intellectual property rights of any third party.

6.2 Indemnities. Elsevier will indemnify, defend and hold harmless the Subscriber and its Authorized Users from and against any loss, damage, costs, liability and expenses (including reasonable attorneys' fees) arising from or out of any third-party action or claim that use of the Subscribed Products in accordance with the terms and conditions herein infringes the intellectual property rights of such third party. If any such action or claim is made, the Subscriber will promptly notify and reasonably cooperate with Elsevier. This indemnity obligation will survive the termination of this Agreement.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES ST A TED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIBED PRODUCTS ARE PROVIDED "AS IS" AND ELSEVIER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WlTH REGARD TO THE SUBSCRIBED PRODUCTS AND ANY OTHER DATA, DOCUMENTATION OR MATERfALS PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO A Y ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND A Y fMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FfTNESS FOR A PARTICULAR PURPOSE.

6.4 Limitation of Liability. Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event will Elsevier or its suppliers be liable for any indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of data, business interruption or loss of profits, arising

J

out of or in connection with this Agreement, or will the liability of Elsevier and its suppliers to the Subscriber exceed a sum equal to the Fees paid by the Subscriber hereunder during the twelve (12) month period immediately preceding the date on which the claim arose, even if Elsevier or any supplier has been advised of the possibility of such liability or damages.

SECTION 7. GENERAL.

7. L Force Majeure. Neither party ' s delay or failure to perform any provision of this Agreement as a result of circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, power failures , telecommunications or Internet failures or damage to or destruction of any network facilities or servers) will be deemed a breach of this Agreement.

7.2 Severability. The invalidity or unenforceability of any provis ion of this Agreement will not affect any other provisions of this Agreement.

7.3 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties and replaces and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein .

7.4 Modification. o modification, amendment or waiver of any provision of this Agreement will be valid unless in writing

and signed by the parties.

7 .5 Assignment. The Subscriber will not assign, transfer or license any of its rights or obligations under this Agreement unless it obtains the prior written consent of Elsevier, which consent will not unreasonably be withheld.

7 .6 Privacy. Elsevier will not, without the prior written consent of the Subscriber, transfer any personal information of any Authorized Users to any non-affiliated third party or use it for any purpose other than as described in this Agreement and in the online privacy policy for the relevant online service.

7.7 Notices . All notices given pursuant to this Agreement will be in writing and delivered to the party to whom such notice is directed at the address specified below or the electronic mail address as such party will have designated by notice hereunder.

Ifto Elsevier: Elsevier 8. V. c/o Regional Sales Office, Elsevier !nc., 360 Park Avenue South, New York, NY 10010-1710, USA.

If to the Subscriber: Virginia Polytechnic Institute and State University, Univ Libs 0434, 560 Drillfield Dr, Blacksburg, VA 24061, USA.

7 .8 Confidentiality. The Subscriber and its employees, officers, directors and agents will maintain as confidential and not disclose to any non-affiliated third party without Elsevier's prior written consent or except as required by law the financial tenns and commercial conditions of this Agreement.

7 .9 Execution. This Agreement and any amendment thereto may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective to the same extent as original signatures.

4

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY (Subscriber)

~ ~. A J _ (\._ (I . LO .~ ~\~)1f Name: ~~ 1c Iv

Title: -~;'lo.J.<. 't\ -ij\9u,, ~

ELSEVIER B.V. (Elsevier)

No. 1-6584601631

obal Sales & Customer Marketing, Science & Technology

5

ELSEVIER SUBSCRIPTION AGREEMENT Schedule 1

Subscribed Products/Access/Fees

VIRGINIA POLYTECHNIC INSTITUTE AND STATE UNIVERSITY No. 1-6584601631

Subscribed Products - publisher Access 08/01/ 2014 08/01/2015 08/01/2016

Reaxys® - Reed Elsevier Properties S.A. - ··--· ·--- ··-- . .

TOTAL FEES

6

07/31/2015 07/31/2016 07/31/2017

USD -+- USO

~?9,F_LQO , . $12_~~~9 .09 . -~6_9.Jl71.~Q I _$72,_§}0.Q_O

USD

$]_6,~6-~.QO $76.261.00 -- . -~ --·

ELSEVIER SUBSCRIPTION AGREEMENT Schedule 2

Sites/Authentication/Contacts

Subscriber: Virginia Polytechnic Institute

Sites:

Virginia Polytechnic Institute and State University, Blacksburg, VA 24061-0002, USA

Please see page 7 A

--·-- -----~~

Estimated total number of Authorized Users: 33 ,000

#Auth. Users:

1,000

Estimated total number of relevant Authorized Users for : l ,000

Authentication:

128.173.* 208.22. l 30. * 198.82.* 38.68.224-243. * 208.22.128-159. * 38.68.251-254. * 208.16. 73 . * 198.69.172.* 206.105.198.*

For the avoidance of doubt, other institutions and organizations that reside or do business at the above locations (including without limitation companies that are owned wholly or in part by, or affiliated with, the Subscriber) are not Sites, unless expressly stated above.

The Subscriber will promptly notify Elsevier of any material changes in the number of relevant Authorized Users, which changes may result in Elsevier terminating the Agreement at the end of the year for which the Fees were paid unless the parties are able to agree to appropriate fee adjustments for any subsequent years of the term, and may add, withdraw or substitute authentication mechanisms upon mutual agreement of the parties in writing.

Primary Contact Name: Title: Name/Address (if different from Section 7.7): E-mail: Phone:

Billing Contact ame:

Title: ame/ Address (if different from Section 7. 7):

E-mail: Phone :

Ladd Brown Head of Acquisitions

[email protected] 540-231-6736

Ladd Brown Head of Acquisitions Virginia Polytechnic Institute, Newman Library, Mail Code 0434, P.O. Box 9000 l, Blacksburg, VA 24062-9001 [email protected] 540-23 1-6736

The Subscriber will promptly notify Elsevier of any changes to any of the contact information above.

7

r. -----~···-·----·-·· -·-

fll V1' l"ig1' n1' arr.ech University Libraries lQJJ J.. .1. ~ Jean Russell Quible Department of Technical Services

--· Virginia Tech Department and URL: Main Campus http: //vt.edu

Virginia Tech Richmond Center http:/fwww.richmond.vt.edu/

Virginia Tech Northern Virgin ia Center

Newman Library 0434 560 Drillfield Drive

Blacksburg, Virginia 24061-0001 J(540) 231-6736 ;!.. (540) 231-3694

- -~IP Ran ___ e_s_: ___ ,! ___ C_ID_R_ N-'-ot_a_ti-'-on-'-': _ _,

I ~~~ · ~;3 .*.* 128.173.0.0116 198.82.*.* 198.82.0.0/16

208.16.73.* 206.105.198.*

38.68.240-243. *

, ________ _J 208.16.73.0/24 206.105.198.0/24

' 38 .68.240.0/22

I ._· h_tt_o_=_11_ww_ w_._nv_c_.vt_ .e_d_u_1 ________ -1--- _ ... _ -------1----- - ----1 I Virginia Agricu ltura l Experiment Stations 208 .22.128-159 .* 208.22.128 .0/ 19

Agricultural Research and Extension Centers http://www.vaes.vt.edu/arecs/

Virginia Tech Hampton Roads Center http://www.hrc.vt.edu/

Marion duPont Scott Equine Medical Center http://www.vetmed.vt.edu/emc/

11 Occoquan Watershed Monitoring Laboratory -

http://www.owml.vt.edu/

Center for Publ ic Adm inistration and Pol icy (CPAP) http: //www.cpap.vt.edu/

208.22.130.*

38.68.252.*

38.68.253.*

38.68.251. *

- -------- ,. ---------+---~~----Washington-Alexandria Center for Architecture (WAAC) http:/fwww.waac.vt.edu/

Virginia Tech Roanoke Center http: //www.vtrc.vt.edu/

Virginia Tech Research Center - Arlington http: //www. ncr. vt.edu/Arli ngton/

Proxy Server:

38.68.251.* 38.68.254.*

-198.69.172.*

38 .68.224-239. *

128.173.127.127

i 208 .22.130.0/24

-- - ·- . -38.68.252.0/24

38.68.253.0/24

38 .68.251.0/ 24 -I

38.68.251.0/24 38.68.254.0/24

198.69.172.0/24

38.68.224.0/ 20

: Pro~-~L s~_'1!_1g_: ________ _ Adm inistrative Contact:

- - - ---i-'h-'-tt""p-"-s'""'-:/'""'/l -'-"og"'-'-i.n...;_;,.ezproxy.lib.vt.edu:244H/login?..9_url.:=_ Technical Contact:

Ladd Brown, Acquisitions [email protected] )(540) 231-6736 - (540) 231-3694

Beth Lancaster, Library Systems [email protected] :l(540) 231-4041 .-< (540) 231-3694

I https://comouting.vt.edu/content/ip-addresses-virginia-tech#vtip [URL current as of Sept 2013)

--- -- ··-----·-· ---- Invent tf1e Future

VIRGIN I A POLYTEC H NIC INSTITUT E AND STATE UN I VERS I TY An eaual aooartun itv. affirmative action ins t i t ution

7A

Contract No. L-2009/08/02

ELSEVIER SUBSCRIPTION AGREEMENT

This agreement ("Agreement") is entered into as of 01 August 2009 by and between Virginia Polytechnic Institute and State University, ewman Library [Mail Code 0434], PO Box 90001 Blacksburg, Virginia VA 24062-9001 USA (the "Subscriber"), and Elsevier Information Systems GmbH, Theodor-Heuss-Allee 108, 60486 Frankfurt, Germany ("Elsevier").

The parties hereto agree as follows:

SECTION 1. SUBSCRIPTION.

1.1 Subscribed Products. Elsevier hereby grants to the Subscriber the non-exclusive, non-transferable right to access and use the products and services identified on Schedule 1 ("Subscribed Products") and provide the Subscribed Products to its Authorized Users (as defined herein) subject to the terms and conditions of this Agreement.

1.2 Authorized Users/Sites. Authorized Users are the full-time and part-time students , faculty, staff, researchers, and independent contractors of the Subscriber affiliated with the Subscriber' s locations listed on Schedule 2 (the "Sites") and individuals using computer terminals within the library facilities at the Sites permitted by the Subscriber to access the Subscribed Products.

1.3 Authorized Uses. The Subscriber and its Authorized Users may:

1.3.1 access, search, browse and view the Subscribed Products;

1.3.2 print and download a reasonable portion of the Subscribed Products; and

1.3.3 incorporate links to the Subscribed Products on the Subscriber' s intranet and internet websites, provided that the appearance of such links and/or statements accompanying such links shall be changed as reasonably requested by Elsevier.

1.4 Restrictions on Use of Subscribed Products. Except as may be expressly permitted in this Agreement, the Subscriber and its Authorized Users may not:

1.4.1 abridge, modify, translate or create any derivative work based on the Subscribed Products without the prior written permission of Elsevier, except to the extent necessary to make them perceptible on a computer screen to Authorized Users;

1.4.2 remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Products; or

1.4.3 substantially or systematically reproduce, reta in or redistribute the Subscribed Products.

1.5 Intellectual Property Ownership. The Subscriber acknowledges that all right, title and interest in and to the Subscribed Products remain with Elsevier and its suppliers, except as expressly set forth in this Agreement, and that the unauthorized redistribution of the Subscribed Products could materially harm Elsevier and its suppliers .

SECTION 2. ELSEVIER PERFORMANCE OBLIGATIONS.

2. 1 Access to Subscribed Products. Elsevier shall deliver the Subscribed Products to the Subscriber and/or make the Subscribed Products accessible to the Subscriber and its Authorized Users as set forth on Schedule 1.

2.2 Quality of Service. Elsevier shall use reasonable efforts to provide the Subscribed Products with a quality of service consistent with industry standards, specifically, to provide continuous service with an average of98% up-time per year, with the 2% down-time including scheduled maintenance and repairs performed at a time to minimize inconvenience to the Subscriber and its Authorized Users, and to restore service as soon as possible in the event of an interruption or suspension of service.

2.3 Withdrawal of Content. Elsevier reserves the right to withdraw from the Subscribed Products content that it no longer retains the right to provide or that it has reasonable grounds to believe is unlawful, harmful, false or infringing.

SECTION 3. SUBSCRIBER PERFORMANCE OBLIGATIONS.

3.1 Authorized Access. Access to the Subscribed Products shall be authenticated by the use of Internet Protocol ("IP") address( es) indicated by the Subscriber on Schedule 2 and/or usemames and passwords and/or a delegated authentication mechanism, identified on Schedule 2, requiring at least two different credentials.

3.2 Protection from Unauthorized Access and Use. The Subscriber shall use reasonable efforts to :

3.2. l ensure that access to and use of the Subscribed Products is limited to Authorized Users and that all Authorized Users are notified of and comply with the usage restrictions set forth in this Agreement;

3.2.2 ensure that any passwords or credentials used to access the Subscribed Products are issued only to Authorized Users and that neither the Subscriber nor its Authorized Users divulge any passwords or credentials to any third party; and

3.2.3 immediately upon becoming aware of any unauthorized use of the Subscribed Products, inform Elsevier and take appropriate steps to ensure that such activity ceases and to prevent any recurrence.

ln the event of any unauthorized use of the Subscribed Products, Elsevier may suspend the access and/or require that the Subscriber suspend the access from where the unauthorized use occurred upon notice to the Subscriber. The Subscriber shall not be liable for unauthorized use of the Subscribed Products by any Authorized Users provided that the Subscriber did not intentionally assist in or encourage such unauthorized use or permit such unauthorized use to continue after having actual notice thereof.

SECTION 4. FEES AND PAYMENT TERMS.

The Subscriber shall pay to Elsevier the fees set forth in Schedule 1 (the "Fees") within thirty (30) days of receipt of invoice. The Fees shall be exclusive of any sales, use, value added, withholding or similar tax and the Subscriber shall be liable for any such taxes in addition to the Fees.

2

SECTION 5. TERM.

5.1 Term. The term of this Agreement shall commence on 01 August 2009 and continue until 31 July 2010.

5.2 Renewal. This Agreement will be automatically renewed for successive one-year terms, subject to appropriate adjustments to Schedule 1, unless either party gives noti ce to the other no later than ninety (90) days prior to the end of the then current term that it does not intend to renew.

SECTION 6. ELSEVIER WARRANTIES AND INDEMNITIES.

6.1 Warranties. Elsevier warrants that use of the Subscribed Products in accordance with the terms and conditions herein will not infringe the intellectual property rights of any third party.

6.2 Indemnities. Elsevier shall indemnify, defend and hold harmless the Subscriber and its Authorized Users from and against any loss, damage, costs, liability and expenses (including reasonable attorneys ' fees) arising from or out of any third-party action or claim that use of the Subscribed Products in accordance with the terms and conditions herein infringes the intellectual property rights of such third party. If any such action or claim is made, the Subscriber will promptly notify and cooperate with Elsevier. This indemnity obligation shall survive the termination ofthi Agreement.

6.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ELSEVIER AND ITS SUPPLIERS PROVIDE THE SUBSCRIBED PRODUCTS "AS IS" A D MAKE NO REPRESENTATION OR W ARRA TY AND EXPRESSLY DISCLAlM ANY LIABILITY FOR ANY CLAlM ARISING FROM OR OUT OF THE SUBSCRIBED PRODUCTS, INCLUDING BUT OT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CO TAINED THEREIN, A D ANY IMPLIED OR EXPRESS W ARRA TY AS TO MERCHANT ABILITY OR FIT ESS FOR A PARTICULAR PURPOSE.

6.4 Limitation of Liability. Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event shall Elsevier or its suppliers be liable for any indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of data, business interruption or loss of profits, arising out of or in connection with this Agreement, or shall the liabili ty of Elsevier and its suppliers to the Subscriber exceed a sum equal to the Fees paid by the Subscriber hereunder, even if Elsevier or any supplier has been advised of the possibility of such liability or damages.

SECTION 7. GENERAL.

7.1 Force Majeure. either party 's delay or failure to perform any prov1s1on of this Agreement as a result of

circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, governmental restrictions, power failures , telecommunications or Internet failures or damage to or destruction of any network facilities or servers) shall be deemed a breach of this Agreement.

7 .2 Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions of this Agreement.

3

7.3 Entire Agreement. This Agreement contains the entire understanding and agreement of the parties and merges and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein.

7.4 Modification . o modification or waiver of any provision of this Agreement shall be valid unless in writing and

signed by the parties.

7.5 Assignment. The Subscriber shall not assign, transfer or license any of its rights or obligations under this Agreement unless it obtains the prior written consent of Elsevier, which consent shall not unreasonably be withheld.

7.6 Privacy. Elsevier shall not, without the prior written consent of the Subscriber, transfer any personal information of any Authorized Users to any non-affiliated third party or use it for any purpose other than as described in this Agreement and in the online privacy policy for the relevant online service.

7.7 Notices. All notices given pursuant to this Agreement shall be in writing and delivered to the party to whom such notice is directed at the address specified above or the facsimile number or electronic mail address as such party shall have designated by notice hereunder.

7.8 Execution. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written.

VIRGINIA P YTECHNIC INSTITUTE AND STATE UNIVERSITY

'~LO u rT/L Date:

Title: 1/1 &illftNl..~ A\~J11..l /}11&*'r,

ELSEVIER INFORMATION SYSTEMS GMBH (Elsevier)

Nome Mic£!.t Title: Financial Controller Europe

Name: Ken Langton Title: Manager,

Date: 2 2./. lo

Contract Management & Licensing Contract No. L-2009/08/02

4

ELSEVIER SUBSCRIPTION AGREEMENT Schedule 1

Subscribed Products/ Access/Fees

Subscriber : Virginia Polytechnic Institute and State University

Contract o. L-2009/08/02

Subscribed Products 01 Aug 2009- 31 Jul 2010 Fees (USD):

Reaxys $54,253 .00 CrossFire Abstracts+ Gmelin via Minerva (at no farther char~e until 31Jan2010 thereafter product will be retired) TOTAL FEES $54,253.00

Reaxys Additional Terms and Conditions Upon execution of this Agreement, Elsevier shall make available to the Subscriber the applicable access information and any related machine readable materials, updates , error corrections, user manuals and other relevant documentation necessary to access and use Reaxys via the World Wide Web at https://www.reaxys.com.

Other Additional Terms and Conditions:

1. The Subscriber desires to enter into a new (this) Agreement for the products specified herein. The Addendum "A" to the Minerva Master License Agreement dated 22 July 1998, previously entered into between the Subscriber and Elsevier (formerly MDL Information systems GmbH) is hereby terminated as of 31 January 2010 and superseded in its entirety by this Agreement which shall constitute the entire agreement between the parties. The parties further agree to waive any notice periods that may be in effect for such termination.

2. Should the Subscribed Products become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right, Elsevier shall have the option to either (i) modify the Subscribed Products to render them non-infringing while maintaining substantial equivalence, (ii) procure a license which permits the Subscriber at no additional cost to continue to use the Subscribed Products, or (iii) terminate the Agreement and refund to the Subscriber a portion of the Fees paid for the Subscribed Products, prorated to the end of the then­current annual term.

3. Unless enforcement is prohibited by applicable law, the Subscriber and its Authorized Users shall not modify, decompile or reverse engineer the Software.

4. The Subscriber agrees to comply strictly with all relevant export control laws and regulations and acknowledges its responsibility to obtain licenses to export, re-export, or import as may be required.

5. For the purpose of clarity the parties agree that the sections concerning Indemnification and Governing Law and Venue as contained in Elsevier' s On-Line Reaxys Terms and Conditions on the Reaxys website at https://www. reax ys.com shall not apply to the Subscriber under this Agreement, however may apply to the Subscriber's end-users (Authorized Users).

5

ELSEVIER SUBSCRJPTION AGREEMENT Schedule 2

Sites/IP Addresses/Contacts

Subscriber: Virginia Polytechnic Institute and State University

Sites: # Auth. Users:

Virginia Polytechnic lnstitute and State University, Newman 1000 Library [Mail Code 0434], PO Box 9000 1 Blacksburg, Virginia VA 24062-9001 USA

Estimated total number of Authorized Users at all Sites: 1000

Contract No. L-2009/08/02

IP Address(es):

128.173.0-239. * 128.173.240.0-64

128.173.240.115-255 128.173.241-255 .*

198.82.0-195. * 198.82.196.0-5

198.82.198-255 .* 208.16.73 .* 208.22. 18. * 208.29.54. *

208.22.128-159. * 208.22.130.*

8. 15.252.* 128.1 73.127.10

The Subscriber shall promptly notify Elsevier of any material changes in the number of its Authorized Users, which changes may result in termination at the end of the year for which the Fees were paid unless the parties are able to agree to appropriate fee adjustments for any subsequent years of the term, and may substitute LP addresses upon mutual agreement of the parties in writing.

Shipping Contact Name: Title: Name/Address (if different from Section 7.7): E-mail : Phone: Fax:

Billing Contact Name: Title:

ame/Address (if different from Section 7.7) : E-mail: Phone: Fax:

Technical Contact Name: Title: Name/ Address (if different from Section 7. 7):

E-mail : Phone: Fax:

Ladd Brown

[email protected] (540) 231-6736

Ladd Brown

[email protected] (540) 231-6736

Beth Lancaster

'-t~lVS:f2Sl1'( ~lfS.S University Libraries, Virginia Polytechnic Institute and State University,..:;t0:2 l:foivet!ity City Bl od", Blacksburg, VA, USA [email protected] (540) 231-4041

The Subscriber shall promptly notify Elsevier of any changes to any of the contact information above.

6