Appendix ‘C’ Extension AgreementLicence Extension Agreement ‘This LICENCE EXTENSION AGREEMENT is between ACCESS COPYRIGHT, THE CANADIAN COPYRIGHT LICENSING AGENCY (“Access Copyright”) located at 800-1 Yonge Street, Toronto, Ontario, (MSE TES, and (Ghe “Institution”) located at WHEREAS: A. Access Copyright and the Institution entered into a Blanket reprogrephy licence agreement (ibe “Baisting Agreement”), which terminates on August 31, 2010. B, Access Copyright filed the Access Copyright Post-Secondary Educational Institution Tariff, 2011- 2013 (the “Proposed Tariff?) with the Copyright Board of Canada (the “Copyright Board”) on March 30,2010, ‘which once certified will permit the Institution to make reproductions of copyright-protected works. C.—The Institution and Access Copyright wish to extend the Existing Agreement until December 31, 2010. For good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: L Extension of Existing Agreement. The parties hereby agree to extend the term of the Existing Agreement fiom September 1, 2010 to December 31, 2010, For gester certainty, the amount payable during the period September 1,2010 to December 31,2010 pursuant to clause 14a) ofthe Existing Agreement shall be the FTE mnutipled by S113, 2. Acknowledgement, The parties acknowledge and agree that: (i) the Existing Agreement as extended by this agreement to December 31, 2010 is merely to ensure that there will be no contractual void from September 1, 2010 until December 31, 2010; and (i) this Agreement contain interim measures and is not a reflection or admission of the value or volume of uses that may become licensed under the Tariff 3. Governing Law. This Agreement and its construction will be governed by the laws of the Province of Ontario and the laws of Canada applicable herein. 4, Effectiveness; Date, This agreement will become effective when both parties have signed it. The date this agreement is signed by the second party to sign it (as indicated by the date associated with that party’s signature) will be deemed to be the date ofthis agreement. 5. ntire Agreement. the entire agreement between the parties related to the subject matter hereof, “There are no other terms or conditions other than as set out herein including any express or implied terms. The terms and conditions contained in this Agreement supersede all prior oral or written understandings betwoen the parties, and will constitute the entire agreement between them, concerning the subject matter of this Agreement, There are ‘no other term or conditions, whether express or implied, other than as set out herein, This Agreement may only be ‘amended by a writing signed by both partes,IN WITNESS WHEREOF the undersigned, on behalf of and authorized by Access Copyright and the Tnsttution, have executed this Licence Extension Agreement. ACCESS COPYRIGHT, THE CANADIAN COPYRIGHT LICENSING Date: 24 fro Name: “Bevan ONN ECO Tile: “DigectoR , Buswess Deverermen: ‘THE INSTITUTION Date: By: Title:Appendix ‘D’ Proprietary College Licenceaccess ©. PROPRIETARY COLLEGE LICENCE ‘Tee cman Cone enn gee ‘This Agreement (the *Licence*) is made between: ‘The Canadian Copyright Licensing Agency incorporated pursuant to the laws of Canada (oferred to as “Access Copyright”) wand - having its principal office in (the Institution") sof the Effective Date (defined below), BACKGROUND: 1. Access Copyright is a reproduction tights organization established by copyright owners to ‘administer rights in thee polished work, 2. The Institution is an educational institution established forthe purpose of education, research and. higher leering, 3. The Institution desires to secure the right to reproduce copyright works for the purposes of education, research and higher leaming which reproductions would be outside the scope of fair dealing under the Copyright Act R.S.C, 1985 ¢.C-42, as amended. Jn consideration ofthe mutual covenants herein contained, the partes agree as follows: 1. DEFINITIONS In this Agreement: Alternate Format Copy means an audio, Braille, large print (by a reprographic process), or machine readable reproduction of all or part of a Published Work produced for a person who is blind, visually impaired or unable to view normal print because of a disability CCoursepack means bound or otherwise packaged or assembled Copies of Licensed Works from more than cone publication. Claim means a writen statement or demand in which itis alleged thatthe Licensee has inftinged copyright in any Licensed Work, including any document commencing legal proceedings. Copy means a vsvlly pereivabereprodsction made by any ofthe following processes: © _anycopying by reprographic process which includes facsimile reproduction by photocopying and xerography, Gi) duplicating from a stencil; copying onto microform (including microfilm and microfiche); Gv) for the sole purpose of making presentations by overhead, slide or LCD projection, digital copying, copying by transcription by hand or drawing (including tracing) onto acetate or other media; (W) for the sole purpose of making paper copies, cessing without adaptation, and ping or word Proprietary College Licence Page 1 of 10'. reproduction by # machine or device that makes Electronic Files, subject to clauses 2.1 to 2.3, of this Agreement; and (i) facsimile wansmissi Effective Date means te first day ofthe month in which this Agreement is counter-signed by Access Copyright. -Flectronic Fite means each ile in digital format crested asa result of making Copies pursuant to clause 2 ofthis Agreement Exclusions List means the Published Works listed in Schedule A to this Agreement that are not included in the Repertoire ‘FTE means any fulltime equivalent student for the academic year covered by the licence as reported to ‘Access Copyright by the Institution. Library Worker means any individal including any profesional ibasian, Staden, Professor, volunteer or assistant working in alibrary which forms part of ois associated with the Licensee. Licensee means the Insitution and each employee of the Instittion, Student, Professor, Library Worker, ‘olunteer and al other persons authorized or represented by the Institution forthe purpose ofthis ‘Agreement, including each person and body listed in Schedule B to this Agreement. Licensed Work means Published Work in the Repertoire ‘Page means a page ofa Licensed Work. Professor means each professor, researcher, nstctor, demonstrator, eaching or research assistant, Jectureror other person who provides insuuction 1o Students and who is employed or under contact with the Licensee. Published Work means a literary, dramatic, atsic or musical work of which copies have been issued 10 the public withthe consent or acquiescence ofthe copyright owner in a publication such asa book, fli, ‘magazin, joumal, newspaper or other periodical. Repertoire means those Published Works published in Canada by any author or publisher, estate of an suthoror publisher or other person with interests in copyright works who hus licensed reprographie and ‘ther reproduction rights in Published Works to Access Copyright or Published Works published in or outside of Canade by other copyright owners where an agreement between Access Copyright and another Reproduction Rights Orgenization authorises Access Copyright 0 represen such other copyright owners. Reproduction Rights Organization means an entity that cartes on the business of collective administration of reproduction rights ina repertoire of Published Works on behalf of copyright ower. including a “collective society" as defined in the Copyright Act R.S.C. 1985 €.C-42, as amended Sale includes any instance where any fee is levied in consideration for Copies disuibuted to Students, Professors or administrative staff ofthe Institation. ‘Student means cach person enrolled in an educational, culturel or recreational etvity including distance edacation ora correspondence course taking place on the premises of, or being administered or operated by, the Intution, ‘Textbook means a book produced primarily for the educational market, and which may include one or more ofthe following: any ofthe following words in its ttle: Introduction to; Fundamentals of ; Essentials of; or (i) reference to an edition, such as 3rd Edition; or ‘and transmission by VideoTelecom. Gi) pedagogical features, such as exercises, question sets, cases, boxed items, or chapter learning. objectives; or Gv) _ an accompanying learning aid such as a study guide, lab manual, eacher guide or solutions sets. Proprietary College Licence Page 20f 10‘Unless the coniext ofthis Agreement requires otherwise, the singular number shall include the plural and vice versa, 2, THE LICENCES Access Copyright hereby grants to the Licensee the following non-exclusive righ, subject tothe terms and conditions of this Agreement: 2a 22 23 (@) to make Copies of Licensed Works for use by Students, Professors and administrative staff of the Licensee subject to the additional terms and conditions set forth in Schedule C to this Agreement, (b) t0 make Coursepacks, whether or not for sale ro and for use by Students, Professors and, administrative staff of the Licensee, and for distribution to students enrolled in distance education, and to make Copies of Licensed Works for sale to and for use by Students, Professors and administrative staf ofthe Licensee, and for distribution to students enrolled in distance education, subject to the additional terms and conditions set forth in Schedule D to this ‘Agreement. (©) to make a single Copy of all or a part of any rare or fragile copy of a Licensed Work held by a library which forms part of or is associated wit the Institution or any entity listed in Schedule B {for the purpose of preventing deterioration of such copy and for use by Students, Professors, and ‘administrative staf ofthe Instittion, (©) to make a single Copy of not more than 20% of a Licensed Work to replace any damaged or ‘missing pages of a work in the collection of a library which forms part of or is associated with the Licensee. (©) to make Altemate Format Copies of Licensed Works for use by Students, Professors and administrative staff of the Licensee who require Altemate Format Copies and those involved in assisting such persons, subject to the additional terms and conditions set forth in Schedule E t0 this Agreement Input or output of Licensed Works (without adaptation) into or from an Electronic File by computer ‘or word processor shal only be permitted under this Agreement in amounts authorized and according to all other terms and conditions ofthis Agreement for the purpose of producing paper Copies. Paper Copies shall be produced immediately after the Electronic File has been created and the Electronic File shall be promptly destroyed and in any event no later than the expiry of this, Agreement, ‘Nothing in this Agreement authorizes the dissemination or distribution of an Blectronic File in any clectronic form in any way whatsoever, including but not limited to, on disk or over a computer network. (@) Copies made under this Agreement must be faithful and accurate reproductions of the Licensed. ‘Work and must not alter, manipulate, annotate, include comments, edit, amend or rearrange the content or appearance of all or part ofthe Licensed Work in any way. Novwithstanding the foregoing, annotations or comments concerning a Page may be made on an accompanying page in accordance withthe terms ofthis Agreement. (b) Nowwithstanding sub-section 2.3(a), for Copies made: under clause 2.1 ofthis Agreement any of the following activities are permissible provided ‘that the moral ight of integrity held by the author of the Licensed Work is not infringed: (A) rotating the image orientation of the Licensed Work from landscape to portrait, or vice ‘®) copying only a portion of a Page, provided that the copyright atribution as required by Schedule D, clause 9 ofthis Agreement includes a credit to both the author and publisher ofthe portion copied, as well as to the author and publisher of the Page from ‘which the portion was copied; Proprietary College Licence Page 30f 10Gi) under clause 2.1 of this Agreement but only forthe specific purpose of producing Alternate Format Copies under clause 2(e) of this Agreement, making an Electronic File may involve any of the following activities, provided that the moral right of integrity held by the author of the Licensed Work is not infringed: (A) rotating the image orientation of the Licensed Work from landscape to portrait, or vice {B) copying only a portion of a Page, provided thatthe copyright attribution as required by ‘Schedule D, clause 9 ofthis Agreement includes a credit to both the author and. publisher ofthe portion copied, as well as tothe author and publisher ofthe Page from ‘which the portion was copied; or (C) increasing or decreasing the font size of the Licensed Work to a reasonable degree, provided thatthe fon itself is not changed. 3, This Agreement does not cover: (@) works listed on the Exclusions List; (©) unpublished works; (©) all works published by Her Majesty in Right of Canada or any Province or any Territory other than the Province of Quebec or works for which Her Majesty the Queen in right of Canada or any Province of Territory other than the Province of Quebec holds copyright (@ works for which the Licensee has first sought permission to make the Copies from the person who has the right to grant that permission, regardless of whether or on what terms that permission is granted, unless that person advises the Licensee that it has authorized Access Copyright (ora collective with which Access Copyright has ¢ reciprocal agreement) to grant ‘permissions on its behalf; (© originals of artistic works; (photographic negatives or other transparencies (positives) mounted or unmounted; and (&) publications containing a notice which expressly prohibits reproduction under the authorization (of a licence from a Reproduction Rights Organization; lished workbooks, work cards, assignment sheets, tests, examination papers, and any other Prblshed Works imended tobe "consumable (instruction manuals including teachers’ guides; (put )_ publications containing commercially valuable proprietary information, such as newsleters, ‘with restricted circulation or that indicate use is restricted to fee-paying clientele; (0) print music published for use by choirs, orchestras, bands, similar groups and individoal performers whether religious, instructional, professional or recreational; (teers to the editor and advertisements in newspapers, magazines or periodicals; and (mm) business cases which are available for purchase. If the Licensee seeks to obtain permission to make Copies of works from a person referred to in clause 3(4) of this Agreement, such Copies shall not be made or reported pursuant to this Agreement. 4, Semi-anaually from the commencement ofthis Agreement, that is, no later than February 1 and ‘September 1 of each year during the term of this Agreement, Access Copyright may add Published ‘Works to, or delete Published Works from, the Exclusions List by issuing to the Institution a notice of ‘change tothe Exclusions List, which notice shall specify such addition or deletion, Such additions or deletions shall take effect 60 days from the date of giving of such notice of change or such other reasonable period of time as the circumstances dictate. In addition tothe foregoing, Access Copyright will use reasonable efforts to advise the Institution of any additions to the Exclusions List that have been notified to Access Copyright since the previous February 1 or September 1. Any such additions Proprietary College Licence Page dof 10shall only take effect under this Agreement if such additions are included in a notice of change issued pursuant to this clause, 5. ‘The Licensee shall not copy onto acetate or any similar transpasent material or for mounting as a slide ‘any work of a fine art if a slide of the work is available on the Canadian market within a reasonable time frame and for a reasonable price and that may be located with reasonable effort. 6. ‘The Licensee shall only make Copies pursuant to clause 2 of this Agreement for the purpose of education or recreation associated with the Institution, including professional, research, archival and ‘administrative activities, For greater certainty, the parties agree that no Copies may be made pursuant to this Agreement for use in association with partisan political activities, endorsement, or advertising ‘of a product, service, cause or institution where the nature of the material to be copied and the proposed use would prejudice the author's honour or reputation, GENERAL OBLIGATIONS OF THE INSTITUTION 7. ‘The Institution shall not sell Copies made pursuant to this Agreement except for Copies made pursuant to clause 2(b) and 2(e) ofthis Agreement, which may only be sold for an amount which does not exceed the east of making such Copies, an amount to cover royalties payable to Access Copyright in respect of making such Copies, and administrative overhead costs 8. The Institution shall use reasonable efforts to inform Professors, Students, Library Workers, and its administrative employees of the general terms of this Agreement with respect to the making or use of. Copies, the purposes for which copying is authorized, the restrictions on sale of Copies and, where appropriate, record keeping, to facilitate and encourage compliance with such terms. 9. Ifor when the Institution distributes or disseminates to Library Workers, Professors, Students and all ‘other persons authorized or represented by the Institution information that refers to Access Copyright by its corporate name "The Canadian Copyright Licensing Agency” or its trade-mark “CANCOPY" oF “Access Copyrighi*, or both, for the purpose of providing information onthe making or ordering of CCopies under this Agreement, te Insitation shall give to Access Copyright notice pursuant this Clause in advance of such distribution, which notice shall enclose ¢ copy of such meteral, .o enable ‘Access Copyright to have a reasonable opportunity to comment on the materia if it so chooses. If ‘Access Copyright fails to notify the Institution of any cbjection that it may have with respect tothe ‘material within 10 days of receipt of such notice, Access Copyright shall be deemed to have agreed 10 the form and content of the material and the use of the material fo the purposes specified in clause 8 of this Agreement. 9.1 The Institution shall affix Access Copyright posters giving information about the terms and conditions of copying permitted under this Agreement within the immediate vicinity of each machine or device used for making Copies ina place and manner that is readily visible and legible to persons using such machine or device. Posters shall be provided to the Institution by Access Copyright and at Access Copyright’s cost. RECORDKEEPING 10, Subject the provisions af claus 11 ofthis Agreement, the Instttion shal no: be obliged to establish or maintain any records with respect to Copies made pursuant to the right granted under clase 2) ofthis Agreement 10.1 Any records thatthe Insintion sal be obliged to maintain and provide under clauses 1 to 12 ofthis ‘Agreement shall be maintained in electronic form, Inthe event hat the Istition i unable to maintain such records electronic form or Aceess Copyright isuable to accessor process sch ecorda in he elecroni form adopted bythe Isttion he pres shal negotiate a matualy acceptable alternative fom of record keeping. 11. The Tasition sal establish and mainin records ofall microfonns including microiches and rlerofins, and Akemate Format Copes rade bythe Licensee pursuant to hs Agreement which records shall specify, foreach of uch reproductions made, tel, publisher, aothororahors (where known), the ISBN/ISSN number (where known), material onto which such reproductions were Propsitary College Licence Page Sof 10‘made, the total number and page numbers of the Pages reproduced, and, where reasonably available, the total mamber of Pages in the publication from which the Copies are directly made, The Institution shall submit, together with each payment made under clause 15 of this Agreement, copies of such records 10 Access Copyright covering the period for which such payment is being made, 12, The Insitution shal establish and maintain recon of ll Copies made by the Licensee pursuant to clause 2(b) of this Agreement which records shall specify, for each of such Copies made, the title, Publisher, author or authors (where known), the ISBN/ISSN number (where known), material onto. such Copies were made and the total number and page numbers of the Pages reproduce, and, where reasonably avilable, the total_ number of Pages inthe publication from which the Copies ae recy made. In addition, the Institution shall establish and mata records ofthe total number of| ‘Copies made bythe Licensee. The Inaition shall submit, together with each payment made under clause 15 ofthis Agreement, copies of such records to Access Copyright covering the period for which such payments being mace, PAYMENT 13. For the rights granted pursuant to this Agreement the Institution shall pay to Access Copyright the ‘amounts provided for in Schedule F to this Agreement. ‘The total FTE for the Insiution forthe initial term ofthis Agreement 14. The parties acknowledge that the payment under clause | of Schedule F to this Agreement for Copying ‘done pursuant to Clause 2(a) ofthis Agreement does not represent a pre-estimate ofthe quantity of ‘Copies made or their value and that the Institution is not obliged to make any payment in respect of the making of any extra Copies made in order to establish and maintain the records referred to in clauses 11 wo 12 ofthis Agreement. 15, (a), The Institution shall remit to Access Copyright the amount payable under Clause 1 of Schedule F to this Agreement within thiny (30) days ofthe date of execution of this Agreement for its frst year Inthe event that this Agreement is automatically renewed in accordance with clause 27 of ‘his Agreement, the Institution shall remit to Access Copyright the amount payable pursuant to Cause 1 of Schedule F to this Agreement within thirty (30) days of January 1* of each subsequent yea, (b) The Institution shall remit to Access Copyright within sixty (60) days of June 30 and December 31 of each year during the term of this Agreement the amount payable for the previous calendar period calculated pursuant to clauses 2 to 6 of Schedule F to this Agreement. (©) Together with each payment made purssant to clause 156) ofthis Agreement, incloding the fst, ‘the Institution shall submit to Access Copyright a detailed statement in such form agreed upon between Access Copyright and the Insiuion showing the dta upon which such payment is based, 16. (@) Inthe event that this Agreement is automaticelly renewed in accordance with clause 27 of this Agreement, the Institution shall notify Access Copyright ofthe number of its FTE students by no later than November 30 of each year during the term of this Agreement; () Should an Institution fail to provide notice ofits FTE to Access Copyright by the time itis required to provide payment as set out in clause 15 herein, Access Copyright shall be entitled to receive the amount payable pursuant to clause I of Schedule Fto this Agreement and clause 15, ‘herein on the date such payments are due based on the Institution's FTE for the preceding year. In the event thatthe Institution's FTE is greater than the FTE upon which payments were based in accordance with this clause 16, Access Copyright shall be entitled to the difference plus interest in respect ofthe difference as provided for in clause 17, 17, Late payments shall be subject to interest charges from the due date, calculated ata rate equal to the prime rate of the Bank of Nova Scotia (as it exists on January | of the year in which the payment was due) plus one (1) per cent per annum, compounded monthly Proprictry Cllege Licence Page 6 of 1018. The Institution shall pay to Access Copyright as may be required by law any sums in respect of any applicable taxes levied on the Institution by government in respect of the copying, calculated at the rate ‘of taxation then in force. Auprr 19. To verify the accuracy of payments made pursuant to Schedule F to this Agreement, Access Copyright shall have the right, not more than once within each calendar year, at any reasonable time during ‘business hours and upon twenty-one (21) days writen notice tothe Institution, to inspeet and audit the ‘sccounts and records ofthe Institution relating to the number of Copies made pursuant to this ‘Agreement and the calculation ofthe payments due under this Agreement (“Audit”). An Ault shall be ‘conducted by an independent chartered accountant (or accountant of similar standing) approved in ‘writing by the Institution, which approval shall not be unreasonably withheld. Subject to clause 21 hereof, the costs of an Audit shall be borne by Access Copyright. 20, Access Copyright shall not use information obtained from an Audit for any commercial purposes. 21 In the event that an Audit reveals an error between the amount paid by the Institution pursuant to thi “Agreement and the amount actually due in respect of the audited period, any such error shall, if an ‘underpayment by the Institution, be paid within tity (30) days of receipt of notice of such error from Access Copyright. If an Audit reveals an error of more than ten (10%) of the amount owed for the ‘audited period, then the Institution shall reimburse Access Copyright forthe costs ofthe Audit, In the ‘event that an Aucit reveals an error between the amount paid by the Institution pursuant to this ‘Agreement and the amount actually due in respect ofthe audited period, any such error shall, if an ‘overpayment by the Institution, be reimbursed within thirty (30) days of notice of such overpayment by the Institution INDEMNIFICATION 22. Access Copyright shall indemnify and save the Licensee harmless from any costs, expenses and damages relating to any Claim against the Licensee whatsoever and howsoever arising from the exercise of rights under this Agreement, with the exception of any claim based on an alleged infringement of moral rights or by Access Copyright, provided that: (the Institution shall have furnished to Access Copyright notice of any such Claim within ten (10) days of receipt of actual notice by the individual nominated by the Institution forthe purpose of receiving notice pursuant to clause 36 of this Agreement or within (ten) 10 days from the date of service on the Institution of any document commencing legal proceedings in respect to any such Claim (provided thatthe obligation to indemnify shall not be negated to the extent that Access Copyright is not prejudiced by the provision of notice outside such ten (10) day period); and () the Licensee shall not have been in breach of the terms of this Agreement with respect to the ‘making or use of any Copies upon which such Claim is based. For certainty, a breach of the terms of this Agreement by a Professor, Student or member of the Institution's administrative staff shall not deprive the Institution ofthe benefit ofthis indemnity, provided thatthe Claim for which indemnification is sought is notin respect of such breach. 23, I Access Copyright is obliged to indemnify the Institution pursuant to clause 22 of this Agreement in respect of the making or use of any Copies by any Professor, Student or member of its administrative staff otherwise than in accordance with the terms of copying set out herein, atthe request of Access Copyright, the Institution shall cooperate with Access Copyright in plrsuing any claim for ‘compensation in respect ofthe making or use of such Copies that Access Copyright or the Institution ‘may have against the Professor or Student or member of its administrative staff, 24, Access Copyright shall assume the responsibility for the conduct of any legal proceedings arising from ‘any Claim made against the Licensee for which Access Copyright has an obligation to indemnify. ‘The Institution shall ensure that no admission or offer of payment or indemnity shall be made or given on its behalf or on behalf of Access Copyright without Access Copyrights prior written consent, and at the request of Access Copyright, shall use reasonable efforts to advise an alleged infringer not to make any admission or offer of payment or indemnity without Access Copyright’ prior written consent. Proprstry College Licence Page 7 of 10Should the Institution setle any Claim without such consent, the Institution shall be deemed to have waived its right to be indemnified hereunder. Access Copyright will notify the Licensee of the details ‘of any Claim settled under the terms ofthis clause, within 30 days of settlement. 25, ‘The Institution shall cooperate in the disposition of any Claim in such ways as Access Copyright may reasonably require ‘TERM, RENEGOTIATION AND TERMINATION 26. This agreement is for a one (1) year term to commence on Janvary 1 and to expire on December 31 on the year that itis executed subject to renewal in accordance withthe provision of clause 27 of this ‘Agreement, 27. ‘This Agreement shall be automatically renewed for subsequent one (1) year periods on the same terms ‘and conditions unless, at least three (3) months prior to the expiry of the intial term or any subsequent renewal period, one party notifies the other that it wishes to review the terms ofthis Agreement, Upon the giving of such notice this Agreement will terminate at the end of the applicable period unless renewed on such terms and conditions as the partes may agree upon or as the Copyright Board may establish. The rights and obligations set out in clauses 22 through 25 inclusive survive termination for Copies made prior to termination. 28. Lf Parliament passes new legislation which inthe reasonable opinion of either party substantially ‘changes the legal conditions relevant tothe rights granted under this Agreement, either Access Copyright or the Institution may give the other notice of intent to renegotiate the affected terms of this Agreement. In the event that the Institution and Access Copyright are unable to agree on amendments to this Agreement, the party which gave notice of intent to renegotiate shall have the right to terminate this Agreement by giving the other party notice of termination, which shall take effect sixty (60) days. following such notice of termination or 6 months following the giving of the notice of intent to renegotiate, whichever i later. 29, Atany time following receipt of a notice of change with respect to the Exclusions List referred to in Clause 4 of this Agreement that would, inthe reasonable opinion of the Institution, materially adversely affect what may be copied hereunder, and before the change contained in such notice shall have taken effect, the Institution may give Access Copyright notice of intent to renegotiate the affected terms of this Agreement, On receipt of such notice, Access Copyright shall enter into negotiations with the Institution with respect to proposed amendments to this Agreement. 30, Ifthe Institution shall bein breach of any of its material obligations hereunder, Access Copyright may give writen notice to the Institution of such breach, and ifthe Institution does not eure such breach within 30 days ofthe giving of such notice, or if the breach is one which requires more than 30 days to remedy and the remedy shall not have commenced within such period and shall not have thereafter been diligently pursued, Access Copyright shall be entitled to give notice of termination to the Institution. 31. If the Institution has complied with its obligations contained in clause 8 of this Agreement, the breach ‘of «term or condition governing the making of Copies by Licensee shall be deemed not to be @ breach of this Agreement by the Institution, ‘MISCELLANEOUS 32, Ifthe partes have a dispute concerning the application or interpretation of his Agreement, no paty shall apply tothe Copyright Board forthe resolution of such dispute or commence legal proceedings relating to such dispute until after 30 days from the giving of notice specifying such dispute tothe other party. Within 30 days after the giving of such notice each party shall enter into negotiations with the other to amicably resolve such dispute by agreement. 33. This Agreement may not be assigned by either party without the prior written consent ofthe other pany. The Institution may sub-contract the rights granted to it pursuant to this Agreement to a third party, but only for purposes of making Copies authorized pursuant to clause 2 of this Agreement for Proprstary College Licence Page 8 of 10the Institation and not forthe purposes of offering for sale or distributing such Copies by the third party to any other person. 34. Any termination under this Agreement shall not affect Access Copyrights right to receive any payments for Copies that have not been paid for, including a pro rata payment in respect to the payment under clause 1 of Schedule F to this Agreement. 35. In the event of such termination prior tothe expiry of this Agreement, the Institution agrees to ‘promptly circulate a memo to all Professors, Library Workers and administrative staff including the ‘persons and bodies listed in Schedule B, to remove all posters with respect to the making or use of ‘Copies under this Agreement with Access Copyright and to post a notice in all photocopying areas to advise users that this Agreement has terminated. 36. Subject to 36.1 and 36.2 of this Agreement, any notice required or permitted by the terms of this ‘Agreement shall be in writing, and shall be properly given if personally delivered, if transmitted by facsimile, if e-mailed or if sen by pre-paid registered mail: (@) Inthe case of Access Copyright to: One Yonge Street Suite 800 Toronto, Ontario MSE 1ES Tel: (800) 893-577 Fox: (416) 868-1621 E-mail: postsee@accesscopyright.ca ‘Atm: Executive Director © In the case of the Institution to: Te: d, Fax: E-mail: Ant: ‘The partes to this Agreement shall by notice advise promptly of any changes tothe notice recipient information set out in sub-sections (a) and (b) of this clause. 36.LAny notice required or permitted under clauses 22, 24, 27, 28, 30, 31 and 33 of this Agreement shall be in writing, and shall be given by pre-paid registered mail, 36.2Notices shall be deemed to have been duly given when personally served upoa the individual identified in clause 36 ofthis Agreement, and if sent by facsimile or by e-mail, to have been given on the second business day following the facsimile or e-mail transmission, and if mailed, to have been given on the fifth business day following the day on which it was registered ina post office. 37. This Agreement constitutes the entire agreement and understanding of the parties and the parties acknowledge that there are no other representations or other terms and conditions of any kind except as provided for in this Agreement. Funher, the parties acknowledge that this Agreement supersedes any ‘and all prior understandings or agreements regarding the subject matter ofthis Agreement. No variation to, or assignment of, this Agreement is effective unless itis in writing and signed by the parties. A signature by facsimile shall be considered an original for the purposes of this Agreement. Proprietary College Licence Page 90f 1038, This Agreement shall be governed and construed in accordance with the laws ofthe province of ‘Ontario and the federal laws of Canada applicable therein and the parties hereby submit to the Jurisdiction of the courts of the province of Ontario. IN WITNESS WHEREOF the parties hereto have signed this Agreement as ofthe date first set forth above. ‘THE CANADIAN COPYRIGHT LICENSING AGENCY By: Tue: ‘THE INSTITUTION By: Tide: Proprstary College Licence Page 10of 10Appendix ‘E’ Interim Offer to AUCCaccess© “The Canadian Copyright Lcrsing Agency ‘Acesa Copyoht ‘enge Set Sut 80 Teron, Omari SE TES F, ategea eat Tr 13006995777 saceeeeopyghtcn Dear Licensee, ‘As you are aware, your institution's licence with Access Copyright will expire on August 31, 2010. Further to your recent correspondence from the Association of Universities and Colleges of Canada (AUC), enclosed is a copy of the Licence Extension Agreement approved by the AUCC for your signature. Once signed, the enclosed agreement will extend your current Access Copyright licence to December 31, 2010. If you choose not to extend your institution's licence, you will no longer be licensed to photocopy or make coursepacks of the works in Access Copyright's repertoire without direct ‘authorization from the rightsholder as of September 1, 2010. If you are In agreement with the terms of the Licence Extension Agreement, please: (1) insert your institution's name and address in the first paragraph of the agreement; (2) have an authorized representative from your institution sign and date the agreement; (3) insert the signatory’s name and title under the signature on the second page of the agreement; (4) complete the enclosed 2010 FTE Request Form; and (5) return the completed agreement and FTE Request Form by email to fullreporting@accesscopvright.ca or fax to 416-868-1621 prior to Monday, July 12, 2010. The Proposed Access Copyright Tariff ‘Access Copyright has filed a proposed tariff with the Copyright Board of Canada to caver the reproduction of published works in post-secondary educational institutions starting January 1, 2011. For ‘a copy of the tariff, please visit the Copyright Board of Canada website at htto://www.cb- ‘cda.ec.ca/tariffs-tarifs/proposed-proposes/2010/2009-06-11-1.pdf. For additional information on the proposed tariff, please visit our website at htto://www.accesscopyright.ca/default.aspx?id=310 January 1, 2014 until the Date of Certification of the Tariff Recognizing that the tariff process may take several years, we believe that it would be beneficial to reach an agreement that will help to ensure that your institution and Access Copyright will continue to ‘operate efficiently and seamlessly throughout the tariff process. We understand that the AUCC has not endorsed any agreement that addresses the postJanuary 1 period. However, for your consideration, enclosed is an Interim Agreement (similar to the Licence Extension Agreement) which extends theaccess ©. The Canadian Copyright Licensing Agency ecw Cooriiht ge See “Teron, Grave MSE 1S Prange 1620 F aigess a2 ‘Te t008935777 vm acesscopyrightee reporting and payment obligations under your current Licence, and which provides for an adjustment of payments once the tariff is certified. you are in agreement with the terms of the Interim Agreement, please: (1) insert your institution's name in the first paragraph of the agreement; (2) have an authorized representative of your institution sign and date the agreement; (3) insert the signatory’s name and title under the signature on the second page of the agreement; and (4) return the completed agreement by email to fullreporting@accesscopvright.ca or fax to 416- 868-1621 prior to Frida July 30,2010, ‘We trust you will find the enclosed satisfactory. .If you have any questions or concerns, please contact, Jennifer Lamantia, Manage,r Licensing Development Education at 416-868-1620 or 1-800-893-5777, ext. 342 or by e-mail to jamantia@accesscopvright.ca . Yours truly, Brian O'Donnell Director, Business and International Development ce, Steve Will, Association of Universities and Colleges of Canada Encl (3). (1) Licence Extention Agreement (2) FTERequest Form (2) Interim agreementAppendix ‘F” Interim Offer to ACCCaccess© ‘Tha Canodion Copyright Liearang Agency sewn “rons Snare MSE 125 Fase 8 1620 pirtretred top ev85777 vinacconceyeghtcs Dear Licensee, ‘Thank you for completing and returning your Institution's Licence Extension Agreement. ‘The Proposed Access Copyright Tariff Access Copyright has filed a proposed tariff with the Copyright Board of Canada to cover the ‘reproduction of published works in post-secondary educational institutions starting January 1, 2011. For ‘a copy of the tariff, please visit the Copyright Board of Canada website at http://www.cb- ‘sda.gc.ca/tariffs-tarifs/proposed-proposes/2010/2009-06-11-L.pdf. For additional information on the proposed tariff, please visit our website at http://www. accesscopyright.ca/defaulta January 4, 2011 until the Date of Certification of the Tariff Recognizing that the tariff process may take several years, we believe that it would be beneficial to reach an agreement that will help to ensure that your institution and Access Copyright will continue to operate efficiently and seamlessty throughout the tariff process. We understand that the Association of Canadian Community Colleges has not endorsed any agreement that addresses the post-January 1 period. . However, for your consideration, enclosed is an Interim Agreement (similar to the Licence Extension Agreement) which extends the reporting and payment obligations under your current Licence, and which provides for an adjustment of payments once the tariffis certified. If you are in agreement with the terms of the Interim Agreement, please: ier ert your institution's name in the first paragraph of the agreement; (2) have an authorized representative of your institution sign and date the agreement; (3) insert the signatory’s name and title under the signature on the second page of the agreement; and (4) return the completed agreement by email to fullreporting@accesscopyright.ca or fax to 416- 868-1621 prior to Monday, August 30, 2010.access ©. The Canaan Copyright cerning Apsnsy pease “ores, Ontario MSE TES Pea aa 1600, Fr aieeee isa teooen a7 vwomeaccesconytghcs ‘We trast you will find the enclosed satisfactory. If you have any questions or concerns, please contact Jennifer Lamantia, Manager, Licensing Development Education at 416-868-1620 or 1-800-893-5777, ext. 342 or by e-mail to lamantia@accesscopyright.ca . Yours truly, Brian O'Donnell Director, Business and International Development cc. Mich&le Clarke, Association of Canadian Community Colleges nals (2). (2) Interim AgreementAppendix ‘G’ Formal Notice to AUCCaccess ©. ‘The Canasin Copyright Licensing Agency seomCeori Teron, Oraio MSE TES Praise 1620 F Soase 162) {re 1000 89 6777 vomeaccesscopyighes Dear Licensee, ‘Thank you for completing and returning your institution's Licence Extension Agreement. Further to our letter of June 30, 2010, we have not yet received a completed Interim Agreement for the ost-January 1, 2012 period from your institution. Access Copyright wishes to reach an agreement with ‘your institution for this time period. However, if your institution does not return the executed Interim ‘Agreement, Access Copyright may be forced to bring an application to the Copyright Board of Canada for an interim decision pursuant to section 66.51 of the Copyright Act. you intend to sign the Interim Agreement, please return the completed agreement by email to fullreporting@accesscopyright.ca or fax to 416-868-1621 by no later than Monday, August 30, 2010. Hf you have any questions or concerns, please contact Jennifer Lamantia, Manager, Licensing Development Education at 416-868-1620 or 1-800-893-5777, ext. 342 or by e-mail to Yours truly, 19 O'Donnel Director, Business and International Development cc. Steve Wills, Association of Universities and Colleges of CanadaAppendix ‘H’ Formal Notice to ACCCh access ©. ‘The Canadtan Copyright Licensing Agency ‘Access Copyright 1 Yonge Street, Suite 600 Toronto, Ontario MSE 15 wun secesscopvriahtca, Dear Licensee, ‘Thank you for completing and returning your Institution’s Licence Extension Agreement, Further to our letter of August 9, 2010, we have not yet received a completed Interim Agreement for the post-January 1, 2012 period from your institution. Access Copyright wishes to reach an agreement with Your institution for this time period. However, if your institution does not return the executed Interim ‘Agreement, Access Copyright may be forced to bring an application to the Copyright Board of Canada for an interim decision pursuant to section 66.51 of the Copyright Act. Ifyou intend to sign the Interim Agreement, please return the completed agreement by email to fullreporting@acc right.ca or fax to 416-868-1621 by no later than Monday, September 13, 2010, Ifyou have any questions or concerns, please contact Jennifer Lamantia, Manager, Licensing Development Education at 416-868-1620 or 1-800-893-5777, ext. 342 or by e-mail to llamantia@accesscopyright.ca - a 7 y Zoe Director, Business and International Development Yours truly, cc. Michdle Clarke, Association of Canadian Community CollegesAppendix ‘I’ Notice to the Proprietary Collegesaccess ©. ‘The Canaaian Copytight Licensing Ageney ‘September 9, 2010 Dear Licerisee, Historically, Access Copyright and the Association of University and Colleges of Canada (AUC) have Negotiated licences for the post-secondary sector. In response to Access Copyright’s interest in negotiating another licence, the AUCC informed Access Copyright that they were not interested in a dialogue regarding a new licence for 2011 ~ 2013. Consequently, on March 30, 2010, Access Copyright filed a proposed tariff with the Copyright Board of Canada to cover the reproduction of published works in post-secondary educational institutions starting January 1, 2011. ‘As such, the current term of your Proprietary College Licence with Access Copyright (the “Licence”) Is set to expire on December 31, 2010. Section 27 of your licence states: This Agreement shall be automatically renewed for subsequent one (1) year periods on the same terms and conditions unles, at least three (3) months prior to the expiry ofthe intial term or any subsequent renewat period, one party notifies the other that it wishes to review the terms ofthis Agreement. Upon the giving ‘of such notice this Agreement wil terminate at the end of the applicable period unless renewed on such ‘terms and conditions as the parties may agree upon or asthe Copyright Board may establish. The rights and obligations set out in clauses 22 through 25 inclusive survive termination for Copies made prior to term In accordance with section 27 of the Licence, Access Copyright hereby gives notice that it wishes to review the terms of the Licence. Recognizing that the tariff process may take several years, it would be beneficial to reach an agreement that will help to ensure that your institution and Access Copyright will continue to operate efficiently and seamlessly throughout the tariff process. For your consideration, enclosed is an Interim ‘Agreement, which extends the reporting and payment obligations under your current Licence, and provides for an adjustment of payments once the tariffs certified. Ifyou agree with the terms of the Interim Agreement, plea! (2) Insert your institution’s name in the first paragraph of the agreement; (2) Have an authorized representative of your institution sign and date the agreement; (3) Insert the signatory’s name and title under the signature on the second page of the agreement; and (4) Return the completed agreement by email to fullreporting@accesscopyright.ca or fax to 416-868-1621 prior to Friday, September 17, 2010. Access Coppice (One Yonge Stet, Suit 800, Toont, Ona MSE IES Fes 8a 1420 + F416368 1621 © TF: 1 800 8735777 ‘accenicopysightes‘The tariff covers institutions like yours that were previously covered under the Proprietary College Ucence. For additional information on the proposed tariff and for a copy of the tariff, please visit our ‘website at www.accessconyright.ca/postsectariff. ‘We trust you will find the enclosed satisfactory. if you have any questions or concerns, please contact, Jennifer Lamantia, Manager, Education Licensing at 416-868-1620 or 1-800-893-5777, ext. 342 or by e- ‘mailto lamantia@accesscopvright.ca Yours truly, Brian O'Donnell Director, Business and International Development Ends). (2) FTE Request Form (2). Interim AgreementAppendix ‘J’ Formal Notice to Proprietary Collegesaccess © “The Cancion Copyright Licensing Agency September 21, 2010 Dear Licensee, Further to our letter of September 9, 2010, we have not yet received a completed Interim Agreement for the post-January 1, 2011 period from your institution. Access Copyright wishes to reach an ‘agreement with your institution for this time period. However, if your institution does not return the executed Interim Agreement, Access Copyright may be forced to bring an application to the Copyright Board of Canada for an interim decision pursuant to section 66.51 of the Copyright Act. IF you intend to sign the Interim Agreement, please return the completed agreement by email to ting @accesscopyright.ca or fax to 416-868-1621 by no later than Wednesday, September 29, 2010. Htyou have any questions or concerns, please contact Jennifer Lamantia, Manager, Licensing Development Education at 416-868-1620 or 1-800-893-5777, ext. 342 or by e-mail to lamantiay Yours truly, Lg Brian O'Donnell Director, Business and International Development Acca Copyright (re Yonge Street, Suite 800, Toronto, Ona MSE IES» Freie 68 1620 + F4¥6AG8 1620 + TH: 3 Bon avE S777 ‘mmaccesscopyrighes