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HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 91569171 BETA TEST LICENSE AGREEMENT FOR NUMBERED BETA SITES THIS BETA TEST LICENSE AGREEMENT FOR NUMBERED BETA SITES (the “Agreement”) is entered into this day of November 2, 2015, between Career Solutions Group, ("Software Provider") having its principal offices at 430 Stover Street, Fort Collins, CO 80524 and the City of Fort Collins. Colorado, a home rule municipality (the "Beta Test Licensee") having its principal offices at 300 Laporte Ave, Fort Collins, CO 80522 and is for Beta Site Number1under this Agreement. WHEREAS, Software Provider desires to develop and provide for beta testing certain copyrighted software described in Exhibit A to this Agreement, currently being developed and including any revisions, changes, documentation, and related material provided from time to time (the “Prototype Software”); WHEREAS, Beta Test Licensee desires the use of the Prototype Software for beta testing when the Prototype Software is so developed, recognizing that the development of the Prototype Software is not yet complete; NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties expressly agree as follows: 1. Prototype Basis: It is understood that the Prototype Software to be provided represents a product being considered by Software Provider for development. Although the Prototype Software may be tested to some degree in-house by Software Provider, the Beta Test Licensee accepts the risk that it may not be fully or adequately functional, that it may contain errors, that documentation may be nonexistent or incomplete, and such other risks as are incidental to a product for which development is not yet complete. Software Provider will provide reasonable technical support consistent with beta testing standards, but provides no assurance that any specific errors or nonconformities in the Prototype Software will be corrected. Although Software Provider believes that the Prototype Software will have sufficient demand to justify its commercial production and therefore intends to complete development, including resolving issues raised during beta testing as commercially reasonable, it may choose not to do so. The Beta Test Licensee therefore accepts the Prototype Software with no expectation of final development. It is understood that development of the Prototype Software may not be complete as of the date of this Agreement, and that the Prototype Software will be provided to the Beta Test Licensee when ready for beta testing in the sole judgment and discretion of the Software Provider (the “Beta Test Stage”). The Software Provider shall create and deliver a pre-Beta Test Stage training and second training session at the initiation of the Beta Test Stage anticipated in Jan. 2016. 2. License: As of the commencement of the Beta Test Stage, Software Provider grants to Beta Test Licensee a personal, non-exclusive, and non-transferable license without the right to sublicense to use the Prototype Software and any documentation provided only as follows: a) to use the Prototype Software and any associated documentation by employees of Beta Test Licensee only; b) to use the Prototype Software and any associated documentation for the human resources purposes of Beta Test Licensee only; c) to copy the Prototype Software and any associated documentation only as reasonably necessary for archival and backup purposes. Except as otherwise may be provided for herein, Beta Test Licensee agrees not to 2 4. Term: The term of this Agreement shall begin as of the date of this Agreement and shall end two years following the commencement of the Beta Test Stage. In the event the Beta Test Licensee fails to abide by any term of this Agreement and Beta Test Licensee fails to remedy such default within 30 days of written notice, Software Provider may terminate this Agreement at its sole option. In the event of any termination, the Beta Test Licensee agrees to return all materials embodying and related to the Prototype Software and any documentation. 5. Upgrade: In the event Software Provider develops a final product from the Prototype Software during the term of this Agreement, such final product may be substituted for the Prototype Software at the sole option of the Software Provider, with all other terms and conditions of this Agreement remaining the same. 6. Reporting: Beta Test Licensee agrees to periodically or upon request report any errors or failures of the software to perform as specified or expected and may make suggestions concerning the development of the Prototype Software, the implementation of such suggestions to be at the sole option of Software Provider. 7. Warranty: The Prototype Software is offered with NO EXPRESS OR IMPLIED WARRANTY WHATSOEVER. THE PROTOTYPE SOFTWARE IS OFFERED AS IS WITH ALL FAULTS. In no case shall Software Provider be liable for any special, incidental, consequential, indirect, or other similar damages based on the Prototype Software, even if Software Developer has been informed of the possibility thereof. The Beta Test Licensee agrees that such limitations as to warranty are reasonable and therefore accepts such risks. Notwithstanding anything else herein, in no case shall liability of Software Provider under this Agreement or otherwise be greater than the amount of the sums paid under this Agreement from Beta Test Licensee to Software Provider. 8. Non-disclosure: by Beta Test Licensee: The Beta Test Licensee agrees that the Prototype Software and certain documentation marked “Confidential” constitute confidential information and trade secrets of Software Provider. Accordingly, the Beta Test Licensee agrees to take all reasonable steps to maintain and hold confidential such information and trade secrets and to use such information only for the benefit of Software Provider. It is understood that such information shall include all information considered by Software Provider to provide it a competitive advantage to the extent it cannot be clearly established that such information is currently utilized by any of Software Provider's competitors. As an example, but without limitation, such information shall include the future anticipated functions of the Prototype Software, trademarks used, and the software itself. Notwithstanding any non-disclosure agreement, the parties acknowledge that the City is subject to the Colorado Open Records Act (C.R.S. 24-72-101 through 24-72-112) (“CORA”). Thus, this Agreement and other Software Provider documentation and information provided to the City hereunder may be subject to public disclosure without liability to the City. 9. Non-disclosure by Service Provider: The Service 3 SOFTWARE PROVIDER: BETA TEST LICENSEE By: By: Print Name: Katy Piotrowski Print Name: Gerry Paul Title: Owner Title: Director of Purchasing DocuSign Envelope ID: F9F04789-5B47-4CD8-9CF7-0079DACC89EE 4 EXHIBIT A Learning Management System modules and components having functionality including one or more of the following: a. User profile setup, accessed through secure cloud portal with custom branding; b. Assessment of users’ career status, resulting in individualized development plans; c. Reporting of employees’ career satisfaction within the employer’s organization (such as ongoing engagement survey), and status of each employee’s tool use; d. Assessment of users’ strengths, interests, career options, career vision and values; e. User result auto-population of next-phase career modules to create a comprehensive career plan; f. Module engagement and rewards to develop motivational career goals; g. Career counselor coaching via video support; h. Step-by-step guidance to identify and document career accomplishments for use in performance and career conversations; i. Auto-generated, customized agendas for career conversations with managers; j. Auto-populated, customized interview preparation and resume documents to support presentation of career goals and skill sets for internal opportunities; k. 2 nd -phase integration with major talent management systems (such as Cornerstone, Oracle, Skillsoft, or the like). DocuSign Envelope ID: F9F04789-5B47-4CD8-9CF7-0079DACC89EE Provider agrees that Beta Test Licensee’s staff data including but not limited to names, job titles, employee numbers, test results, etc. constitute confidential information of Beta Test Licensee. Accordingly, the Service Provider agrees to take all reasonable steps to maintain and hold confidential such information and to use such information only for the benefit of Beta Test Licensee. 10. Ownership of Developments: In the event the Beta Test Licensee conceives, suggests, or provides any concepts or aspects that may become the subject of proprietary protection in any manner, whether by patent, trademark, or copyright or other laws and that are relative to the Prototype Software or are useful to the Software Provider in its current or future endeavors, such are intended to be owned by and are hereby assigned exclusively to the Software Provider. 11. General Conditions: This Agreement is a final expression of the parties’ intent and constitutes the entire understanding of the parties with respect to the Prototype Software and shall not be modified except in a writing signed by all parties. The validity and interpretation of this Agreement shall be governed by Colorado law except as to copyright and other proprietary matters which may be preempted by United States laws and international treaties. The Beta Test Licensee consents to exclusive jurisdiction in either state or federal courts in Colorado or both as appropriate. No decision or failure by either party to enforce or fail to enforce any rights and remedies available to it shall be construed a waiver of any such right or remedy and pursuit of any state or federal causes shall not be deemed an election of remedies. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provisions shall be modified so as to make it valid and enforceable. Each party shall comply with all applicable laws and regulations related to its activities under to this Agreement. DocuSign Envelope ID: F9F04789-5B47-4CD8-9CF7-0079DACC89EE copy, modify, make derivative works of, reverse engineer, or remove or alter any trademark, logo, copyright, or other proprietary notice, symbol, legend, or the like of the Prototype Software or any documentation provided. 3. Payment: Upon completion of the pre-Beta Test Stage training and receipt of a correct invoice, Beta Test Licensee shall pay Net 30 days the following sum to Software Provider: For Beta Site Number 1: $21,250 For Beta Site Number 2: $22,500 For Beta Site Number 3: $23,750 For Beta Site Number 4 or higher: $25,000 DocuSign Envelope ID: F9F04789-5B47-4CD8-9CF7-0079DACC89EE