Follett-funded scholarships, handling fees associated with non-return of rental textbooks, pass-through income and merchandise sales at less than a 20% margin.

Commission on General Merchandise Sales

12% of all General Merchandise Commissionable Sales

• "General Merchandise Commissionable Sales" are defined as all collected revenue (in compliance with generally accepted accounting principles) for all general merchandise products generated through the Store or the Store website, less course related supplies associated with a Course-by-Course or Campus-Wide Access program, voids, refunds, sales tax, campus debit card fees, discounted sales to authorized School faculty, staff, departments and others as may be mutually agreed to under this Agreement, associated Follett-funded scholarships, pass-through income and merchandise sales at less than a 20% margin.
• a.Campus-Wide Access. Access revenue is specifically excluded from the definition of "Commissionable Sales" in this Agreement. Follett will not pay commission on the Access Program.

10.2 Follett's willingness to enter into an agreement under the terms offered within is based on the financial information provided by the University. If for any reason any material or detrimental deviation from the University's reported financial information (including but not limited to annual sales) as compared to the first year's financial performance occurs Follett would expect to renegotiate appropriate modifications to the proposed terms.

10.3 If in any contract year the annual gross sales of the Store shall materially decline more than five percent (5%) from the reported sales of $1,158,954.61 within the RFP #25-06 section 20.1 as a result of declining enrollment, public legislation, other conflicting campus contracts, material changes in school policies, school mascot, school colors or the business model of the industry, such as digital books, sales directly from the publisher, or other reasons outside of Follett's control, the School and Follett agree to negotiate in good faith an appropriate adjustment in the commission and guarantee payment and capital allocated to renovations and one-time payments to the school as set forth in this agreement.

10.4 Follett will keep complete and accurate records of all Store transactions in accordance with industry accounting practices and will provide a statement of Store gross revenue to University monthly for the preceding period. Follett will preserve records of Store operations for three years from the transaction date, and will make those records necessary to measuring contract compliance available for review, audit and verification by University at the Store upon request on reasonable advance notice during ordinary business hours other than during Store "rush" periods.

10.5 Follett shall pay the commission calculated in accordance with Section 10.1 quarterly, twenty days after the end of the quarter. Any other payment required to be made by Follett to University under this Agreement shall be made within thirty days of receipt of invoice. Follett will process commission payments by sending ACH transfers (Direct Deposit) in lieu of paper checks.

On the day the ACH payment is made, the University's designated recipient will receive an email informing the University thereof. A csv file (that can be opened in Excel) will be attached