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HomeMy WebLinkAboutTHE PEOPLE BUSINESS INC - CONTRACT - AGREEMENT MISC - THE PEOPLE BUSINESS INCGW License Agreement March 31, 2014 Page 1 of 4 GroupsWork!™ License Agreement The City of Fort Collins This Agreement is entered into by and between The People Business, Inc. a Colorado corporation ("The People Business, Inc. ") with its principal place of business at 1625 Lakeshore Drive, Fort Collins, Colorado 80525, and The City of Fort Collins, a municipal corporation (“City”) with its principal place of business at 415 N. Mason Street, Fort Collins, CO 80521. RECITALS Whereas, the City desires to continue to provide training to its collaborative, team-based organization and has determined that it can best do so by training teams of employees to increase their skills in communication, cooperation, problem solving, decision-making and conflict resolution; and Whereas, The People Business, Inc. is the owner of certain proprietary intellectual property described as follows: the copyrighted GroupsWorkl™ Participant Manuals for team training participants; copyrighted GroupsWorkl ™ Trainer Manuals; copyrighted GroupsWorkl TM Trainer Kits; GroupsWorkl™To Go and certain trade secrets consisting of the team training methods and delivery systems created by The People Business, Inc. and known to its agents, employees and licensees, which intellectual property shall be collectively referred to herein as the "Licensed Products"; and Whereas, the City desires to obtain a license, and The People Business, Inc. desires to grant a license, under the terms set forth below, for the nontransferable, nonexclusive use by the City of the Licensed Products. AGREEMENT The parties hereto mutually agree, in exchange for the mutual promises and consideration provided below, as follows: 1. Certification of Trainers Johnna Bavoso, President of The People Business, Inc., has previously provided training to the City’s trainers to certify them to teach the GroupsWorkl™ team training programand certified them to provide GroupsWorkl TM training, without supervision, using the GroupsWorkl team training program under the terms of this Agreement. 2. License Subject to all of the terms and conditions hereof, The People Business, Inc. hereby agrees to and does grant to the City a nontransferable, nonexclusive right to use the Licensed Products (the “License”), which License is terminable as stated herein, and which License the City hereby accepts. 3. Use and Term of License The Licensed Products may be used by the City. The initial term of this Agreement shall be one (1) year beginning June 1, 2014, and ending May 31, 2015, unless terminated sooner as provided herein. In addition, at the sole option of the City, this Agreement may be extended for additional one-year periods not to exceed two (2) additional one-year DocuSign Envelope ID: E48CF824-C809-4560-903B-23CCB709FA5F GW License Agreement March 31, 2014 Page 2 of 4 periods. This license only authorizes the City to train City employees to be trainers and not any other persons. This Agreement shall not be interpreted to grant to the City any rights to any of the intellectual property of The People Business, Inc., except as expressly provided in this Agreement. The City may not assign or sub-license its rights or responsibilities under this Agreement to any person or entity, in whole or in part, without the prior written consent of The People Business, Inc. 4. Price and Payment The following are the costs/fees for the initial term of this Agreement: Trainer Certification Fee $400/each Trainer Manual $100/each Trainer's Portfolio $500/each Workbook $15/each Bandanas $2/each DiSC Buttons $2/each Graduation Certificates $1/each GW To Gol $5/each License Fee $15/employee* *In order to allow the GW materials to be received electronically there will be a $15 License Fee per employee for either the workbook or individual module materials. This License Fee will be determined based on the number of employees using GW program materials per month and paid accordingly. The costs and fees for any renewed term of this Agreement must be mutually agreed upon by the parties. 5. Termination of Agreement This Agreement may be terminated by the City at any time and without cause upon giving thirty (30)days prior written notice to The People Business, Inc. 6. Licensed Products Ownership The People Business, Inc. represents that it is the owner of the Licensed Products and that it has the right to grant this License for the use of the Licensed Products. The People Business, Inc. does not own the DiSC system that is contained in the GroupsWork! TM participant's manual, but The People Business, Inc. has the right to sell the DiSC to the City. 7. Cooperation Both The People Business, Inc. and the City acknowledge and agree that they will fully and mutually cooperate with each other in good faith to implement this Agreement, including but not limited to the signing of any other documents reasonably necessary to do so. 8. Confidentiality Each party agrees not to disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures of either party, or any other confidential, financial or business information of the other party that it learns during the course of its performance of this Agreement, without the prior written consent of such other party. The City of Fort Collins shall not permit the copying of any of The People Business, Inc. materials without advance written permission. These obligations shall survive the termination of this Agreement. Notwithstanding the foregoing, The People DocuSign Envelope ID: E48CF824-C809-4560-903B-23CCB709FA5F GW License Agreement March 31, 2014 Page 3 of 4 Business, Inc. acknowledges that the City and its records are subject to the provisions of the Colorado Open Records Act, C.R.S. Section 24-72-200.1, et. seq., (the “Act”). Therefore, The People Business, Inc. agrees that the City’s obligations under this paragraph shall be subject to the provisions of the Act in the event the City receives a request under the Act for the inspection or a copy of any of the Licensed Products. If the City believes it is legally required by the Act to allow the inspection requested, the City agrees to notify The People Business, Inc. at least two (2) business days prior to allowing the inspection in order to permit The People Business, Inc. to propose appropriate redactions or to seek judicial action to prevent the inspection. The City shall not be considered in default under this paragraph as the result of any disclosure, inspection or providing copies of the Licenses Products to the extent required to do so under the Act. 9. Indemnity and Insurance. The People Business, Inc. shall indemnify, hold harmless and defend the City from and against any and all claims, including reasonable legal fees and expenses, based upon any infringement of any copyright or trademark by the Licensed Products. The City agrees to notify The People Business, Inc. of any such claim promptly in writing to allow The People Business, Inc. to participate in the judicial proceedings. The City agrees to cooperate in good faith with The People Business, Inc. during such proceedings. The People Business, Inc. shall defend and settle at its own costs all proceedings arising out of the foregoing. 10. General a. This Agreement contains the complete understanding and agreement of the parties and supersedes and merges any prior understandings or agreements. b. This Agreement may not be modified except in writing signed by both parties. c. This Agreement and performance under it shall be governed by the laws of the State of Colorado. Venue for any action to enforce or interpret this Agreement shall only be in the District Court for Larimer County, Colorado. The parties also acknowledge and agree that the City’s obligation under this Agreement may be subject to certain limitations under federal law, the Colorado Constitution, and the City’s Charter and Code. Therefore, the City’s performance of its obligations under this Agreement shall be subject to and in accordance with such limitations, including, without limitation, the requirement in Article X, Section 20 of the Colorado Constitution and City Charter Section 11-6 that any multiple fiscal debt or financial obligation of the City herein shall be subject to annual appropriation. d. The People Business, Inc. and The City of Fort Collins hereby agree on behalf of themselves and any persons claiming by or through them that the sole location and venue for any litigation that may arise hereunder will be an appropriate federal or state court located within the State of Colorado. e. In the event either party shall incur attorney fees or costs in enforcing any term or provision of this Agreement, the prevailing party shall be entitled to recover, in addition to such other damages or relief to which said party is entitled, such reasonable attorney fees and costs. f. Unless otherwise specified herein, all notices and other communications required or permitted under this Agreement shall be given by hand delivery or by registered or certified mail, postage prepaid, addressed to the parties as set forth in the introductory paragraph of this Agreement, or at such different address as may be given by such notice to the other party. DocuSign Envelope ID: E48CF824-C809-4560-903B-23CCB709FA5F GW License Agreement March 31, 2014 Page 4 of 4 g. The terms of this Agreement may be enforced by injunctive relief. h. This Agreement shall be effective immediately upon its being signed by authorized representatives of both parties. IN WITNESS WHEREOF, The People Business, Inc. and the City have executed this Agreement as of the most recent date written below. THE CITY OF FORT COLLINS By: _________________________ Gerry Paul Director of Purchasing & Risk Management ATTEST: ________________________ City Clerk APPROVED AS TO FORM: _________________________ Senior Assistant City Attorney THE PEOPLE BUSINESS, INC. a Colorado Corporation By: Date: __________________________ DocuSign Envelope ID: E48CF824-C809-4560-903B-23CCB709FA5F 5/22/2014 5/23/2014