The League agrees to act as fiscal agent for participating community colleges. Ellucian has agreed to indemnify, defend and hold League harmless from and against any and all liability, claims, losses and damages for death, or bodily injury, or damage to tangible physical property, to the extent proximately caused by the negligent acts or omissions of Ellucian. Ellucian’s obligations under this indemnification are expressly conditioned on the following: (i) League must promptly notify Ellucian of any such claim; (ii) as such, College/District must promptly notify both the League and Ellucian of any such claims.
For each Subscription Order, the League shall collect the amount due from College/District and submit payment to the vendor. College/District is responsible for the prompt and complete payment for all invoices when received. Procedures for delinquent invoices include a 5% penalty fee and suspension of access to the database(s) when payment is 90 days past the date of issuance on the invoice.
Either party has the right to cancel this Agreement at any time. Cancellation shall not entitle College/District to any refund of fees paid in advance on their behalf. Any dispute arising under the terms of this Agreement which is not resolved within a reasonable period of time by authorized representatives of the Community College League and College/District shall be brought to the attention of the Chief Executive Officer (or designated representative) of the League and the District Chancellor (or designee) of College/District for joint resolution.