Terms and Conditions

1. Scope and Precedence - The following terms and conditions govern this Purchase Order (the "P.O.") under which Supplier agrees to sell and deliver such material, equipment, machinery and/or other goods which is/are the subject(s) of this P.O. ("Deliverables") to, and/or to provide and/or perform such services which are the subject of this P.O. ("Services" and, collectively with Deliverables, "Work") for, Pfizer Canada Inc. (hereinafter "Pfizer").


2. Acceptance - Supplier shall be bound by this P.O. upon the earlier of its acknowledgement hereof or the commencement of Work.


3. Delivery Time - Time is of the essence of this P.O. Supplier shall ensure that Work is delivered and performed no later than the delivery date and to the delivery point specified herein.


4. Price - If no price is stated herein, the Work shall be billed at the lower of the price last granted by Supplier to Pfizer or the prevailing market price. Unless otherwise stated herein, this P.O. price includes costs, packing, crating, marking, transportation, bracing and damage, fees or charges of any kind incurred by Supplier in relation to this P.O.


5. Taxes - Any prices stated on the face hereof shall be exclusive of the Goods and Services/Harmonized Sales Tax ("GST/HST") or any other provincial sales or similar taxes ("PST"). GST/HST, PST, if applicable, and customs duties and other like charges shall be shown as separate items on Supplier's invoice and the invoice shall bear Supplier's GST/HST registration number and PST registration number if applicable. Supplier is exclusively liable for, and shall pay before delinquency, all taxes, assessments, lienable claims, charges or other impositions imposed or levied on Supplier or Pfizer in respect of Deliverables or Services furnished hereunder and Supplier shall indemnify Pfizer against all liability or expense incurred due to Supplier's failure to do so.


6. Cash Discount - Any cash discount shall be calculated as of the date Work is delivered and/or performed and accepted by Pfizer.


7. Payments and Invoices - Invoices to Pfizer shall be in duplicate, each invoice containing a description of the Work provided and/or performed and a breakdown of all applicable fees, costs and expenses.


8. Packing, Shipping, Risk of Loss and Title to Deliverables - Deliverables must be shipped in accordance with Pfizer's instructions as well as all laws, corporate and industry standards respecting the safe and proper handling, packing, transportation, cartage, delivery, use or mode of employment of such Deliverables and, in the event of any conflict amongst any of them, the most stringent provisions shall apply. Title to and risk of loss to Deliverables shall only pass to Pfizer at the location for delivery specified by Pfizer, and upon inspection and acceptance of Deliverables within a reasonable time after receipt. Acceptance of title to and risk of loss by Pfizer shall not prejudice any rights Pfizer has hereunder or in law in respect of defective Deliverables, regardless of any receipt executed by Pfizer.


9. Curing Non-Conforming Work - Pfizer may reject any Work within a reasonable time following delivery or performance, as the case may be, if such Work does not conform with this P.O., the specifications communicated by Pfizer to Supplier or prevailing industry standards. Supplier shall promptly cure and return such cured Work to Pfizer at the cost to Supplier. Pfizer may request the immediate replacement of any person or subcontractor of Supplier, who in Pfizer's opinion, does not perform the Work satisfactorily.


10. Relationship with Pfizer - Supplier undertakes to perform the Work as an independent contractor and not as a partner or joint venturer of Pfizer.


11. Termination - Pfizer shall have the right to terminate this P.O. or cancel all or any part of the Work by giving Supplier five (5) days prior notice of its intent to so terminate or cancel. Pfizer shall have the right to terminate or cancel this P.O. immediately upon notice to Supplier at any time prior to acceptance by Supplier or in the event that (i) Supplier becomes bankrupt or insolvent, (ii) Supplier violates any of the terms of, or fails to perform any of their obligations under, this P.O., (iii) any of the Supplier's representations and warranties contained herein are inaccurate or untrue, or (iv) Supplier otherwise fails, in Pfizer's sole view, to satisfactorily perform the Work. If the performance of any of the obligations under this P.O. is prevented, restricted or interfered with by reason of any cause beyond the reasonable control of the affected Party, the affected Party shall, upon immediate notice to the other Party, be excused from such performance to the extent of such prevention, restriction or interference, provided that the Party so affected shall use its best efforts to resume performance hereunder with the utmost dispatch whenever such causes are removed. If such performance cannot be resumed within five (5) days after the date of notice by the affected Party, then Pfizer shall have the right to provide notice to Supplier that it is terminating this P.O. immediately. Upon notice by Pfizer of its intention to terminate this P.O., Supplier shall assemble and turn over forthwith and in an orderly fashion to an authorized representative of Pfizer all Confidential Information (as defined herein) and Deliverables completed at the time of such termination.


12. Change - Pfizer may change this P.O. at any time prior to acceptance by Supplier upon written notice to Supplier. After acceptance by Supplier, Pfizer may, by change request in writing, vary the Work to be performed. If any such variation causes an increase or decrease in the cost of the Work, the Parties shall negotiate in good faith an equitable adjustment to the price. Supplier shall not implement such variation, and Pfizer shall not be liable for any variation to the scope of Work or the price thereof, unless the Parties have agreed to the change notice in writing.


13. Publications and Presentations - Without Pfizer's written prior approval, Supplier shall not: (i) make any presentation, public announcement, or publication of any kind relating to any and all matters arising out of or in connection with this P.O., including this P.O. itself, or (ii) use in any matter whatsoever any trademarks, logos, service marks, trade names, corporate names, proprietary logos, indicia or other business identifiers of any sort of Pfizer.


14. Representations and Warranties - Supplier represents and warrants to Pfizer that: (a) All Deliverables supplied hereunder are free of any liens, encumbrances or claims and that Supplier has full right and authority to sell such Deliverables; (b) All Deliverables supplied hereunder are free from defects in material and workmanship and will be replaced by Supplier at its own costs for a period of six months following delivery of the last Deliverables to be supplied hereunder and are of merchantable quality, conform to the Pfizer's specifications and are suitable for Pfizer's intended uses and purposes; (c) All Services performed hereunder will be performed in a professional and workmanlike manner, in accordance with applicable industry standards; (d) No Work performed hereunder or the use or sale thereof shall infringe on any Intellectual Property Rights of any person; (e) Supplier shall assign to Pfizer all assignable warranties, including, without limitation, subsisting warranties relating to Deliverables, including warranties of dealers, manufacturers, Suppliers, suppliers, installers, subcontractors etc. If any such warranties are not assignable, Supplier shall take such action, at its own expense, as Pfizer may reasonably request to enforce any such warranties; and (f) Supplier has read, understands and covenants to comply with the Pfizer Anti-Bribery and Anti-Corruption Principles found below in Section 21 of this P.O.


15. Insurance and Indemnification - When performing any Work, Supplier must carry adequate insurance to cover both Supplier and Pfizer for: (i) professional liability, (ii) workers' compensation; (iii) general bodily and property damage liability; and (iv) automobile bodily and property damage liability. At the request of Pfizer, Supplier shall provide Pfizer with certificate of insurance attesting to the foregoing. Supplier's insurance policies shall include Pfizer, its directors, officers, employees, sellers, agents and affiliates as additional insured to the extent of Supplier's liabilities and indemnities hereunder. All rules and regulations applicable to employees of Pfizer in relation to behavior, conduct of Pfizer business and security shall be applicable to Supplier's employees, subcontractors and agents when at the premises of Pfizer and Pfizer reserves the right to disallow any person(s) admittance to its premises. Supplier shall indemnify, defend and hold harmless Pfizer and its affiliates, and their employees, directors, officers, agents and contractors, against and from any and all losses, claims, proceedings or investigations ("Claims"), including without limitation, attorney fees, amounts paid in settlement of such Claims, arising out of or in connection with a breach of this P.O. by Supplier and/or its officers, directors, employees, subcontractors and/or agents and/or for their negligence or willful misconduct except to the extent that any such Claim is due to the negligence or willful misconduct of Pfizer.


16. Limitation of Liability - Pfizer's liability to Supplier for negligence, breach of this P.O. or any other claim in damages and losses shall not exceed the total amount owed to Supplier by Pfizer under this P.O. at the time of the breach. In no event shall Pfizer be responsible for any indirect, special, consequential or incidental damages or losses including, but not limited to, lost profits, lost business revenue, lost opportunity or third party damages.


17. Confidentiality - Supplier will keep secret and confidential and not disclose to third parties, any information disclosed to Supplier by Pfizer, any information of a confidential nature disclosed by a third party to Supplier in its capacity as a Supplier to Pfizer (which, in addition to the confidentiality requirements hereunder will be kept confidential by Supplier in accordance with the terms of their disclosure by such third party), and any information developed by Supplier in the course of providing Deliverables or Services under this P.O. Supplier hereby acknowledges and agrees that information and material that it may have, and may continue to, come into contact with, in any form whatsoever, including, without limitation, oral, written, graphic, photographic, recorded, or digital, and includes, without limitation, information and material relating to the Work and Pfizer's business, business processes and methods of doing business (the "Confidential Information") and that this Confidential Information is being made available by Pfizer to Supplier solely for the purposes of performing the Work and for no other purpose. Where Confidential Information received by Supplier is not labelled confidential, Supplier agrees to treat it as such.
    
    Supplier hereby acknowledges that the confidential nature of the Confidential Information is vital to the commercial interests of Pfizer, that the Confidential Information is and shall remain the sole and exclusive property of Pfizer and that Supplier has and shall retain no right, title or interest in or to the Confidential Information. Supplier agrees at all times during the term of this P.O. and for ten (10) years thereafter: (i) to keep secret and not to use the Confidential Information, except for the specific purposes of performing the Work or as expressly authorized by Pfizer in writing, and to take all necessary measures and precautions in order to maintain the confidential, proprietary and secret nature of the Confidential Information; and (ii) to take all necessary precautions to ensure that its employees, officers, directors and agents shall maintain the secret and proprietary nature of the Confidential Information and shall not use the Confidential Information except as required in connection with the performance of the Work or as expressly authorized by Pfizer in writing.


18. Intellectual Property - Supplier will promptly disclose to Pfizer any and all ideas, discoveries, inventions, works, creations or know-how arising from the performance of the Work or based on or derived from all or part of the Confidential Information. Pfizer shall be the owner of and have exclusive right, title and interest in and to (a) all domestic or foreign patents and applications therefore and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (b) all inventions (whether patentable or not), invention disclosures, improvements, works, creations, proprietary information, know-how, technology, technical data, schematics, formulae, trade-marks, trade names, service marks, designs, integrated circuit topographies and all documentation relating to any of the foregoing, (c) all copyrights or copyright registrations and applications therefore, and all other rights corresponding thereto throughout the world, (d) all software and all proprietary rights in such software, including documentation and other material related thereto, and (e) all other intellectual or industrial property rights, design rights, confidential information, trade secrets and any other similar intellectual property rights protected by statutory provision or common or civil law in Canada or in any other foreign country ("Intellectual Property Rights") relating to the subject matter hereof, including, without limitation, all Work, whether in written, magnetic, electronic or any other form, which are provided by Pfizer to Supplier or which are conceived or developed by and/or reduced to practice by Supplier or any other person in or during the course of performing its obligations hereunder or any part thereof or otherwise in connection with this P.O. Supplier hereby waives and shall ensure that all of Supplier's personnel waive any and all moral, copyright or other intellectual or industrial property rights with respect thereto in favor of Pfizer, in those jurisdictions where such waiver is not prohibited at law, in any work created in relation to or arising from the performance of the Work. Supplier shall execute and shall cause its employees to execute any and all documents, including assignments, that may by law be required to effect Pfizer's ownership of same.


19. Remedies - Supplier acknowledges that any violation of the terms of this P.O. would result in damages to Pfizer, which could not be adequately compensated by monetary award alone. In the event of any violation by Supplier of the terms of this P.O., Pfizer shall be entitled as a matter of right to apply to a court of competent equitable jurisdiction for relief, waiver, restraining order, injunction, decree or other remedy as may be appropriate to ensure compliance of the Supplier with the terms of this P.O.


20. General Provisions - Subject to the existence of an executed written agreement between the Parties relating to the subject matter of this P.O., this P.O. constitutes the Parties' entire agreement relating to its subject matter, and supersedes and replaces all previous negotiations, representations and any other understanding between them relating to the same subject matter. Subject to Section 12 of this P.O., any modification and/or amendment to this P.O. must be in writing and executed by both Parties. Supplier shall not assign this P.O. or any of its rights or obligations hereunder without Pfizer's prior written consent, which consent may be withheld at Pfizer's sole discretion. This P.O. shall be governed by and interpreted in accordance with the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein. All disputes arising under this P.O. will be referred to the courts of the Province of Quebec, which will have jurisdiction, and each Party hereto irrevocably submits to the jurisdiction of such courts. If any term or provision of this P.O. or the application thereof shall be invalid or unenforceable, such term or provision shall be severed from this P.O. and the remainder of this P.O. shall be unaffected thereby and each remaining term or provision of this P.O. shall be valid and be enforced to the fullest extent permitted by law. No provision of this P.O. may be waived except in a written document signed by the Party granting such waiver. All references to monetary amounts in this P.O. shall be in Canadian currency. Il est convenu par le présent acte que les deux Parties demandent que ce contrat et tout avis, consentement, autorisation, communication et approbation soient rédigés en langue anglaise. It is hereby agreed that both Parties specifically require that this P.O. and any notices, consents, authorizations, communications and approvals be drawn up in the English language.


21. Compliance with FCPA -
    1. Representation and warranties - The Supplier hereby represents and warrants the following:
       1. The Supplier is licensed, registered or qualified under local law, regulations, policies and administrative requirements to do business and, to the extent required by applicable law, has obtained licences, consents, authorizations or completed such registrations or made such notifications as may be necessary or required by law to provide the good or services encompassed in this P.O. and providing such goods or services is not inconsistent with any other obligation of the Supplier.
       2. The Supplier has not and will not directly or indirectly offer or pay, or authorize such offer or payment, of any money or anything of value to improperly or corruptly seek to influence any Government Official (hereinafter defined) or any other person in order to gain an improper business advantage, and, has not accepted, and will not accept in the future, such a payment;
       3. All information provided by the Supplier during Pfizer’s pre-contractual due diligence, and should the Supplier be required by Pfizer to complete the Third Party Entity Due Diligence Questionnaire, all information provided by the Supplier in the Third Party Entity Due Diligence Questionnaire is complete, truthful and accurate; and
       4. The Supplier undertakes to update these Representations or Warranties if (during the performance of the Work), the Supplier or any of the employees or individuals who will be primarily responsible for performing under this P.O., or a familial relative of such an employee or individual (as familial relationship is defined in the Third Party Entity Due Diligence Questionnaire), becomes a Government Official or if a Government or a Government Official becomes the owner of the Supplier.
    2. Audit and Monitoring - The Supplier will allow Pfizer to take reasonable steps to ensure that any funds pursuant to this P.O. are properly used, including:
       1. providing periodic invoices, as applicable, stating, in detail, the Work performed;
       2. providing documentation of all expenses to obtain reimbursement and providing Pfizer with written notification in advance of any extraordinary expenditure, as applicable. Pfizer must authorize any extraordinary expenditure in writing before it may be incurred; and
       3. permitting, during the term of the P.O. and for three (3) years after final payment has been made in accordance with this P.O., Pfizer's internal and external auditors access to any relevant books, documents, papers, and records of the Supplier involving transactions related to this P.O.
       4. agreeing to complete and submit to Pfizer, the Third Party Entity, Consultant or Service Provider Compliance Certification (Form # 115 D) at the time of the execution of the P.O. and annually thereafter for the duration of the Work, in the event the Supplier will be interacting with the Government or Government Officials on Pfizer’s behalf.
    3. Termination - In addition to the other termination rights provided in this P.O., Pfizer may terminate this P.O. if the Supplier (i) breaches any of the above Representations and Warranties; or (ii) if Pfizer learns (a) that improper payments are being or have been made to Government Officials or any other person by the Supplier or those acting on behalf of the Supplier with respect to services performed on behalf of Pfizer or (b) that the Supplier or those acting on behalf of the Supplier with respect to services performed on behalf of Pfizer has accepted any payment, item, or benefit, regardless of value, as an improper inducement to award, obtain or retain business or otherwise gain or grant an improper business advantage from or to any other person or entity. Further, in the event of such termination, the Supplier shall not be entitled to any further payment, regardless of any activities undertaken or agreements with additional third parties entered into prior to termination and the Supplier shall be liable for damages or remedies as provided by law.
    
    
    4. Precedence - Notwithstanding anything to the contrary in the P.O., the Parties hereto agree that in the event of a conflict between any terms and conditions contained in this Section and those contained in the remainder of the P.O., the terms and conditions of this Section shall prevail.
22. Pfizer Anti-Bribery And Anti-Corruption Principles - Pfizer has a longstanding corporate policy that prohibits colleagues or anyone acting on our behalf from providing any payment or benefit to any person or entity in order to improperly influence a Government Official or to gain an unfair business advantage. Pfizer is committed to performing with integrity and acting ethically and legally in accordance with all applicable laws and regulations, including, but not limited to, anti-bribery and anti-corruption laws. We expect the same commitment from the consultants, agents, representatives or other companies and individuals acting on our behalf (“Business Associates”), as well as those acting on behalf of Business Associates, in connection with work for Pfizer.
    Bribery of Government Officials
    Most countries have laws that forbid making, offering or promising any payment or anything of value (directly or indirectly) to a Government Official when the payment is intended to influence an official act or decision to award or retain business.
    Pfizer Canada’s definition of a Government Official is:
    1. an officer or employee of, or an individual who acts in an official capacity on behalf of, or is affiliated with:
       1. an entity listed in Schedule FCPA1,
       2. any other Canadian federal, provincial, territorial or municipal government, agency, organization, commission, committee or foundation, or
       3. a Canadian political party, Canadian Crown corporation or public international organization, or
       4. a health care institution that receives public funding, or
       5. an institute of higher learning that receives public funding.
    2. a Canadian political party itself.

    “Government” is meant to include all levels and subdivisions of governments (i.e., local, regional, or national and administrative, legislative, or executive). Because this definition of Government Official is so broad, it is likely that Business Associates will interact with a Government Official in the ordinary course of their business on behalf of Pfizer. For example, doctors employed by government-owned hospitals would be considered Government Officials under Pfizer’s policies.

    The U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”) prohibits making, promising, or authorizing the making of a payment or providing anything of value to a non-U.S. Government Official to improperly or corruptly induce that official to make any governmental act or decision to assist a company in obtaining or retaining business, or to otherwise obtain an improper advantage. The FCPA also prohibits a company or person from using another company or individual to engage in any of the foregoing activities. As a U.S. company, Pfizer must comply with the FCPA and could be held liable as a result of acts committed anywhere in the world by a Business Associate.

    Anti-Bribery and Anti-Corruption Principles Governing Interactions with Governments and Government Officials
    Business Associates must communicate and abide by the following principles with regard to their interactions with governments and Government Officials:
    Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or authorize the making of a corrupt payment or provide anything of value to any Government Official to induce that Government Official to make any governmental act or decision to help Pfizer obtain or retain business. Business Associates, and those acting on their behalf in connection with work for Pfizer, may never make a payment to or offer a Government Official any item or benefit, regardless of value, as an improper inducement for such Government Official to approve, reimburse, prescribe, or purchase a Pfizer product, to influence the outcome of a clinical trial, or otherwise improperly to benefit Pfizer’s business activities.

    Business Associates, and those acting on their behalf in connection with work for Pfizer, need to understand whether local laws, regulations, or operating procedures (including requirements imposed by government entities such as government-owned hospitals or research institutions) impose any limits, restrictions, or disclosure requirements on compensation, financial support, donations, or gifts that may be provided to government officials. Business Associates and those acting on their behalf in connection with work for Pfizer, must take into account and comply with any applicable restrictions in conducting their Pfizer-related activities. If a Business Associate is uncertain as to the meaning or applicability of any identified limits, restrictions, or disclosure requirements with respect to interactions with Government Officials, that Business Associate should consult with his or her primary Pfizer contact before undertaking their activities.

    Business Associates, and those acting on their behalf in connection with work for Pfizer, are not permitted to offer facilitation payments. A “Facilitation Payment” is a nominal, unofficial payment to a Government Official for the purpose of securing or expediting the performance of a routine, non-discretionary governmental action. Examples of Facilitation Payments include payments to expedite the processing of licenses, permits or visas for which all paperwork is in order. In the event that a Business Associate, or someone acting on their behalf in connection with work for Pfizer, receives or becomes aware of a request or demand for a Facilitation Payment or bribe in connection with work for Pfizer, the Business Associate shall report such request or demand promptly to his or her primary Pfizer contact before taking any further action.

    Commercial Bribery
    Bribery and corruption can also occur in non-government, business to business relationships. Most countries have laws which prohibit offering, promising, giving, requesting, receiving, accepting, or agreeing to accept money or anything of value in exchange for an improper business advantage. Examples of prohibited conduct could include, but are not limited to, the provision of inappropriate gifts or hospitality, kickbacks, or investment opportunities offered to improperly induce the purchase of goods or services. Pfizer colleagues are not permitted to offer, give, solicit or accept bribes, and we expect our Business Associates, and those acting on their behalf in connection with work for Pfizer, to abide by the same principles.

    Anti-Bribery and Anti-Corruption Principles Governing Interactions with Private Parties and Pfizer Colleagues
    Business Associates must communicate and abide by the following principles with regard to their interactions with private parties and Pfizer colleagues:

    • Business Associates, and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly make, promise, or authorize the making of a corrupt payment or provide anything of value to any person to induce that person to provide an unlawful business advantage for Pfizer.
    • Business Associates and those acting on their behalf in connection with work for Pfizer, may not directly or indirectly, solicit, agree to accept, or receive a payment or anything of value as an improper inducement in connection with their business activities performed for Pfizer.
    • Pfizer colleagues are not permitted to receive gifts, services, perks, entertainment, or other items of more than token or nominal monetary value from Business Associates, and those acting on their behalf in connection with work for Pfizer. Moreover, gifts of nominal value are only permitted if they are received on an infrequent basis and only at appropriate occasions.

    Reporting Suspected or Actual Violations
    Business Associates, and those acting on their behalf in connection with work for Pfizer, are expected to raise concerns related to potential violations of these International Anti-Bribery and Anti-Corruption Principles or the law. Such reports can be made to a Business Associate’s primary point of contact at Pfizer, or if an Associate prefers, to Pfizer’s Compliance Group by e-mail at corporate.compliance@pfizer.com or by phone at 1-212-733-3026.

    Schedule FCPA1 - Government Bodies with which Pfizer Commonly Interacts

    Health Canada   Industry Canada   Privy Council Office   Prime Minister's Office   Foreign Affairs and International Trade   Patented Medicine Prices Review Board   Veterans Affairs Canada   National Defence   Finance Canada   Royal Canadian Mounted Police   Common Drug Review (CDR)   Canadian Agency for Drugs and Technologies in Health (CADTH)   Integrated Health Agencies (Atlantic Canada)

    Réseaux locaux de services de santé et de services sociaux (CSSS - successor to CLSCs) (Québec)   Groupes de médecine familiale (Québec)   Cliniques réseau (CR or CMA) (Québec)   Local Health Integration Network (Ontario)   Family Health Teams (Ontario)   Regional Health Authorities (Western Canada)   Canadian Food Inspection Agency   Veterinary Drugs Directorate   Aquaculture Canada

    Examples of Government Officials Include:

    •   Elected or appointed Government Officials;
    •   Public servants;
    •   Declared political candidates (whether for party nomination or election);
    •   HCPs who meet the criteria set forth in the definition of Government Official, e.g., HCPs employed by (a) the military, (b) the Correctional Service of Canada (prisons and penitentiaries), or (c) government operated or controlled hospitals or institutions (e.g., mental institutions, veterans affairs hospitals) and HCPs serving on government task forces or committees (e.g., Management of Severe Pain Advisory Committee of Experts, AIDS Advisory Committee, National Advisory Council on Aging, Medical Advisors Group);
    •   HCPs that are officers / directors of, employed by or affiliated with, any publicly funded health care institution (e.g. hospital, clinic etc.) or institute of higher learning (e.g. college, CEGEP, university etc.);
    •   Officers, employees or individuals who act in an official capacity on behalf of the United Nations, World Health Organization, World Trade Organization, International Joint Commission – United States and Canada, International Committee of the Red Cross, North American Development Bank, International Monetary Fund, International Criminal Police Organization (INTERPOL) and Inter-American Development Bank; and
    •   Officers, employees or individuals who act in an official capacity on behalf of the School Boards & Community Colleges.