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MASTER LICENSE, MAINTENANCE AND SERVICES AGREEMENT Dee-07-2005 10:23 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.002 MASTER LICENSE, MAINTENANCE AND SERVICES AGREEMENT F-339 This Master Software License Agreement (the "Agreement") is entered into as .ofth~ date set forth ~ the signa lure page hereof bt..'1:ween iLunun SoftW'd.rc Services, Inc. ("Licensor") and the licensee named below (Licensee" and collectively the "Parties"): I. Grant of License. (a) Scope. For purposes of this Agreement, ..Licensed Product" shall mean the products listed on Exhibit A, or any subsequent license order, and any modified, updated or enhanced versions of such products that Licensor may provide to Licensee pursuant to this Agreement. ~ubjc~ to the terms and conditions of the Agreement (Jocludlng Licensee's obligation to pay any fees hereunder), Licensor grants to Licensee a nOll-exclusiv~. non-transfera~le, perpetual and irrevocable (unless tennmated ~ndcr Sec~lon 13) license to use the Licensed Produc:t(s) In the Umt.cd States solely for Licensee's internal use 111 accordance WIth the Documentation provided by Licensor. TIle ""Documentation" shall include the Admin Guide and Uscr Guide, which describe in reasonable detail understandable by a programmer of general proficiency the. use and operation of the Licensed Product. At no tune shall Licensee be authorized to use more Seats than the number s~ forth on Exhibit A or a subsequent license order. "'Scats" shall mean the employees or cODSultants of Client whose electronic comn1unications are routed through the Licensed Product. Each such employee or consultant constitutes one "Seat." The Licensed Products shall be uscd only within the territory of the United States. TIle Licensed Product shall not be used in any scrvice bureau or time-sharing a.rrangements. (b) Other Restrictions. Licensee acknowledges that the Licensed Product and its structure. organization. and source code constitute valuable trade secrets of Licensor and its suppliers. Accordingly, Licensee agrees not to (a) modify, adc1.pt, alter, translatc, or create derivative works from the Licensed Product; (b) merge the Licensed Product with other software; (c) sublicense, lease, rent, loan, or otherwise transfer the Licensed Product to any third party; (d) reverse engineer, decompile, disassemble, or othenvise attempt to derive thc source code for the Licensed Product; or (e) otherwise use or copy the Licensed Product t.'XC<..l't as expressly allowed under Section 7. 2. Delivery, Installation, and Acceptance. Licensor will deli vcr the Licensed Product to Licensee upon execution of this Agreement. Unless otherwise set forth in a Statement of Work Licensee will be responsible for installing the Licensed' Product on its computers as permitted under this Agreement. The Licensed Product will. b~ deel~ed accepted upon delivery, subject to the warr.mhes In ScctJ.on 10. 3. Maintenance. (a) Scope of Coverage. Provided that Licensee has paid the annual Maintenance Fcc, Licensor shall use reasonable efforts to ensure that thc Licensed Product operates substantially in accordance with the specifications for the Licensed Product. Licensor will provide the maintenance services as set forth on the MaintcD..:lllcC Order, attached hereto as Exhibit B. As part of this service, Licensor shall provide Licensee with help desk support to Licensee's authorized representatives, and copies of bug fix~s and interim releases of thc Licensed Product that Licensor generally distributes free of charge as rnain~enance releases. Licensor's obligation to support the Licensed Product shall include only the current and immediate past version, i.e., at the l.X level. For example, if the current release is 1.1 Licensor will provide help desk support for releases numbered from l.OX - 1.1X. Licensor shall maintain the immediate past version for a period of twelve (12) months after general availability of the current versIOn. (b) Errors and A/arms. For purposes of this Agreement, an "Error" in the Licensed Product is one that prevents the Licensed Product from opemting substantially in accordance with the applicable specifications. A tlCritical Errorlt shall mean an Error in the Licensed Product that is subsequently verificd by Licensor as critically affecting system functionality or for which data is unavailable and/or back up and recovery operations are not ~orking. and for which an immediate system workaround IS reqUITed. A ....Severe Error" shall mcan an Error in the Licensed Product that is subsequently verified by Licensor as seriously affecting system functionality such that system and/or. data is exposed to potential loss or interruption and for Wh1Ch a neaT tenn workaround is required. A "Minor Error" shall mean an Error in the Licensed Product that does not disrupt critical systems and/or data and for which a system workarouod is required. Most installation questions would be considercd Minor Errors. An .'Enhancement" shall mean an Error in the Licensed Product in which system functionality is marginally affected and systems and/or data are not at risk (c) Trouble Reports, Response Times. Licensee shall supply Licensor with verifiable and reproducible evidence of Errors in accordance with the Licensor's ''Trouble MLA0605 Dee-07-2005 10:23 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.003 MASTER LICENS:E. MAINTENANCE AND SERVICES AGREEMENT F-339 Report" procedures. To the extent a Trouble Report identifies one or more Errors, Licensor shall "''1th the cooperation of Licensee commence diagnosis of the. Error in accordance with the Maintenance Order, attached hereto as Exhibit B. Once the cause of the Error is known, Licensor shall proceed diligently to provide a temporary fix or workaround to the Error at the earliest practicable time. Licensor shall thereafter provide a pcnnancnt correction as soon as practicable. (d) Licensees Responsibiliries. As a condition of Licensor's above rcspo\lsibilities under this Agreement, the Licensee shall ensure that: (i) the Licensed Product" any associated third party software and equipment is installed and operated according to applicable speci.fications; (ii) Licl;;nsee has installed all updates to the Licensed Product and associated third party software and. equipment recommended by Liccnsor and has maintained all environmental conditions according to applicable specifications and industry standards; (iil) Licensee has not introduced other equipment or software having an adverse impact on the Licensed Product; (iv) any specifications supplied to Licensor are accurate and complete; and (v) Licensee has made no ch<mges to the Licensed Product after the effective date of this Agreement, nor pennitted any changes to be made, other than by or with the express approval of Licensor or the applicable vendor. 4. Services. Licensor ,..-ill provide the Services set fonh on the Task Order, attached hereto as Exhibit C. or any subsequertt Task Order signed by both parties. 5. Term. Subject to timely payment of Fees (as defined below), the tenn of the license shall commence upon the date of delivery and shall continue unless and until terminated according to Section 13. TIle term of the lllo:.intenance shall be one year from the date of delivery and shall be automatically renewed for additional one year periods unless either party sends written notice of its intention not to renew alleast 30 days prior to the end of the current tenn. 6. Program Code & Documentation. The Licensed. Products shall be provided to Licensee and used sol~ly for intemal purposes and in machine-readable object code fannat. The Licensee shall be provided one (1) copy of the Docu menUlti on. TIle Documentation may be reproduced by Licensee solely for purposes of Licensee's authorized use oftha Licensed Products. 7. Permission to Copy the Licensed Product. Licensee may make such backup copies of the Licensed Product as are reasonably IlccessaJ)' and in keeping with Licensee's standard backup procedures. The original and any copies that Licensee makes of the Licensed Product and other materials, ill whole or in part, are Licensor's property and subject to the temlS of this Agreement. Licensee shall not permit any personnel to remove any proprietary legends or restrictive notices contained or included in any materials provided by Licensor under this Agreement, and Licensee shall not permit any persoIDlel to copy or modify any such materials except as specifically authorized hereunder. 8. Payment. (a) License Fees. Licensee will pay the License Fees set forth on the License Order upon delivery of the Licensed Product. (b) Maintenance Fee. Licensee will pay the Maintenance Fees with respect to the LicellSed Product in consideration for the "Maintenance Fee" set forth in the Maintenance Order annually in advance. The first year's Maintenance Fee will be due upon shipment of the Licensed Product. The Maintenance Fee shall be calculated based on the total number of seats licensed. The Maintenance Fee shall be calculated at a percentage of the list price of the Licensed Product less published volume discounts. The Maintenance Fee during renewal tenus wi 11 also be priced as a percentage of the list price of the Licensed Product less published volume discounts regardless of the Maintenance Fee paid during the initial maintenance period. Licensor may adjust the Maintenance Fee not more frequently than upon each renewal of the tenn. If Licensee increases the number of seats licensed during a tedn, the Maintenance Fee shall be recalculated to include the additional seats for the remaining period of the term; The Maintenance Fee is subject to surcharges at the rates set forth on the Maintenance Order. Licensor is not required to provide maintenance support that is subject to surcharges as listed on the Maintenance Order, and Licensee shall only be responsible for the surcharge if such support is provided. Licensee personnel calling to request support shaU be deemed to have authority to request support and to incur the applicable surcharges. "Non- standard Install" means any installation that Licensee has requested as non-standard in discussions with Licensor, (c) Services Fees. All services rendered hereunder shall be invoiced as specified on the Task Order (the "Services Fees"). The Servicl;;s Fcc, Maintenance Fcc and License Fee shall collectively be refcrred to as the "Fees". (d) Travel Costs. Except as otherwise set forth, prices quoted do not include and Licensee shall reimburse Licensor for its reasonable, documented costs of travel (coach air farc, cab fare, lodging, auto rental or local mileage, per diem, etc.). (e) Invoices & Payment. Licensee shall pay the License 2 :...ILACJ6()~ Dee-07-2005 10:24 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.004/012 F-339 MASTER LICENSE. MAINTENANCE AND SERVICES AGREEMENT Fees and the first year's Maintenance Fcc upon delivery of the Licensed Product. Thereafter, the Maintenance Fees will be due annually in advance. Any applicable surcharge and/or out-of-pocket costs authorized under the tenllS of this Agreement shall be invoiced on a monthly basis. Licensee shall pay such fees, the Services Fcc, or any additional Maintenance Fec duc to an increase in scats licensoo, within thirty (30) days after date of invoice. In any proceeding to collect amounts due in which Licensor prevails, Licensor is entitled to tbe costs of collection (including reasonable auomeys' fees and expenses). Any overdue amounts shall bear interest at the rate of one percent (I %) per month until paid. Prices quoted do not include and Licensee shall pay, indemnify and hold Licensor hamuess from all sales/use, gross receipts, value-added, GST, personal property or other tax (including interest and penalties imposed thereon and excluding any taxes assessed solely on Licensor's net income) on the transactions contemplated herein. 9. Proprietary Rights and Confidentiality. (a) Proprietary Rights. The Licensed Product and any bug fixr;;s, corrections and enhancements, if any (including all functional and technical designs, programs, modules, code, algorithms, flowcharts, data diagrams, documentation and the like), created by Licensor after the effective date of this Agreement on behalf of Licensee and in the course of rendering software maintenance services herewlder, arc owned or licensed by Licensor and are protected by United States copyright laws and intemational trealy provisions. Licensee acknowledges that the Licensed Product, its enhancements and modifications, major and minor releases and all supporting documentation constitute valuable proprietary property of Licensor or its suppliers and that all tide aild ownership rights in the Licensed Product and related materials remain exclusively with Licensor or its suppliers. Licensor or its licensors reserve all rights with respect to the Licensed Product, its enhancements and modifications, m'\ior and minor releases and all supporting documentation under all laws of the United States of America and other jurisdictions designated for the protection of proprietary information, including, but not limited to, trade secrets, copyrights, trademarks, service marks, and patents. Licensee expressly aclmowledges and agrees that none of the wor}< developed by Licensor under a Task Order or Maintenance Order shall be deemed to constitute "work made for hire" under the Federal copyright laws (17 U.S.c. Sec_ 101) and, alternatively, Licensee hereby irrevocably assigns all ownership or otber rights it might have in such work to Licensor. Licensee is granted with respect to any such work a paid-up, nonexclusive, nontransferable license in object code form. Licensee is authorized to make and use the same number of copies authorized under the license from Licensor for tile Licensed Product. (b) Acknowledgement. Licensee acknowledges that certain items related to the Licensed Product, including any Documentatio"" object or source code, designs, know-how, specifications, translations, compilations, partial copies and derivative works, as well as Licensor's business infonnation, this Agreement (including Schedules), all tagging (including without limitation highlighting, bolding, italicizing, or bracketing) of words or phrases that arc or may be violative of SEe regulations on e-mail messages routed through the Assentor@ software, as well as tagged versions of such e-mail messages and summaries or lists of words or phrases tagged by the Assentor software; sales and marketing research., materials, plans, accounting and financial infonnation, personnel information and the like, contain confidential and proprietary infonuation belonging exclusively to Licensor or third parties ("Confidential Information"). Confidential Information does not include: (i) information already known or independently developed by the Licensee outside the scope of this relationship by personnel not having access to any Confidential Information~ (ii) information in the public dom..-un through no wrongful act of the Licensee or a third party, or (iii) infonnation received by the Licensee from a third party who was free to disclose it. (c) Covenant. With respect to the Confidential Information, and except as expressly authorized herein, the Licensee agrees tbat during the Term and at all times afterwards it shall not use, commercialize or disclose such Confidential Informati.on to any person or entity, except to its own employees, consultants, subcontractors or agents having a "need to know" (and who themselves are bound by similar nondisclosure restrictions), and to such other recipients as the Licensor may approve in writing; provided that all such recipients shall have first executed a confidentiality agreement in a form acceptable to Licensor. Neither the Licensee nor any recipient shall: (i) alter or remove from any Licensed Product or associated Documentation any proprietary, copyright, trademark or trade secret legend, or (ii) attempt to decompile, disassemble or reverse engineer the Licensed Product or other Confidential Information. Any information derived in violation of such coven.:lIlt shall automatically be deemed Confidential Information owned exclusively by Licensor. The Licensee and its personnel shall use at least the same degree of care in safeguarding the Confidential Information as Licensee uses in safeguarding its own confidential information. but in no event shall less tban due diligence and care be exercised. Upon termination, Licensee shall rel'1.1ffi or certify the deStrUction of all Confidential Information in its possession 3 MI,A()(,()5 Dsc-07-2005 10:24 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.005/012 F-339 MASTER LICENSE, MAINTENANCE AND SERVICES AGREEMENT or control, and cease all further use thereof (d) Injunctive Relief Licensee acknowledges that violation of the provisions of this Section would cause irreparable harm to Licensor not adequately compensable by monetary damages. In addition to other relief, Licensee agrees that injunctive relief, without any requirement for posting bond, shall be available to prevent any actual or threatened violation of such provisions. 10. Warranties. (a) Limited Performance WarranTy. For a period of thirty (30) days after shipme.nt of the Licensed Product to Licensee (the "Software Warranty Period"), Licensor warrants that the Licensed Product, when used as pcnnitted under this Agreement and in accordance with the instructions in the Documentation (includi.ng use on a computer hardware and operating system platform supported by Licensor), will operate substantially as described in the Documentation. Licensor does not warrant the Licensee's use of the Licensed Product will be error-free or unintenupted. Licensor will, at its own expense and as its sole obligation and Licensee's exclusive remedy for any breach of this warranty, use commercially reasonable efforts to correct any reproducible error in the Licensed Product reported to Licensor by Licensee in writing during the Software Warranty Period or, if Licensor determines that it is unable to correct the error, Licensor will refund to Licensee all LicE::I1se Fees actually paid, in which case this Agreement and Licensee's right to use the Licensed Product will be terminated. Any such error correction provided to Licenscc will nOt extend the original Software Warranty Period. (b) Warranty Disclaimer. mE EXPRESS WARRANTIES IN THIS SECTION 10 ARE IN LIEU OF ALL OTIffiR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE LICENSED SOfTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTIIER THAN THE EXPRESS WARRANTIES IN TIllS AGREEMENT AND TIM T NO WARRANTIES ARE MADE BY ANY OF LICENSOR'S SUPPLlERS. II. Limitation of Liabilities. The parties acknowledge that the following provisions have been negotiated by them ~nd reflect a fair allocation of risk: . LICENSOR SHALL NOT BE LIABLE FOR ANY AMOUNT EXCEEDING THE TOTAL PORTION OF THE LICENSE FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR TIllRD PARTIES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF NOTIFIED IN AnV ANCE OF SUCH POSSffiILITY) ARISING our OF OR PERTAINING TO THE SUBJECT MATIER OF nus AGREEMENT. IN ADDITION. LICENSEE DISCLAIMS ALL LIABILITY OF ANY KIND OF LICENSOR'S SUPPLIERS. 12. Notices. Notices sent to either party shall be in writing and shall become effective when delivered in person or transmitted by telecopier ("fax") machine (with machine confirmation report), one (l) day after being sent by overnight courier, or five (5) days after being sent by first class mail postage prepaid to the addresses stated above, or as modified by wrinen notice. 13. Termination. Either party may. in addition to other available legal or equitable remedies, terminate this Agreement or any license granted hereunder jf the other party breaches any material provision hereof and fails within thirty (30) days after receipt of notice of breach to correct such default or to commence corrective action re.:1SonabIy acceptable to the aggrieved party and proceed with due diligence to completion. Either party shall be in default hereof if it is decJaredinsolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in Bankruptcy is filed with respect to the party and is not dismissed within thirty (30) days. Tennination of this Agreement or any licenses granted hereunder shall have no effect on the parties' rights or obligations which expressly or implicitly survive termination. 14. Disputes and Choice of Law. Except for certain injunctive judicial relief authorize;;d under Section 9 which may be brought at any time, the parries agree that all disputes between them shall first be submitted to the parties' respective contracts adm..inistrators and if not resolved, shaH then be submitted for infonnal resolution to their respective chief operating officers for a period of thirty (30) days. Any remaining dispute shall be submincd to a panel of three (3) arbitrators, having ~xperiel1ce in rhe field of software licensing law. All procoedings shaH be conducred in accordance with the Commercial Arbitration Rules of the American Arbitration Association and held in the jllJ'isdi~tjon ofthe party agajnst whom the arbi[rm:ion j~ -l I\J L:\060;\ Dee-07-2005 10:24 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.006/012 F-339 MASTER LICENSE, MAINTENANCE A~D SERVICES AG.REEMENT initiated. The award of the arbitrators shall include a written explanation of their decision, shall be limited to remedies otherwise available in court and shall be binding upon the parties and enforceable in any coun of compercot jurisdiction. TIDS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WIlli THE LAWS OF VIRGINIA WIn-roUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 15. Independent Contrador Status. Eadl party, and its affiliates, employees and representatives, are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. 16. Audit. Licensor or its representatives may conduct an on-site audit with reasonable notice to Licensce during regtl.lar business hours, no more than twice a. year, of Licensee's compliance with the use restrictions in the License. If any such audit shows that Licensee has exceeded the number of authorized E-Mail Users., without limitation of Licensor's other remedies, Licensee shall pay Licensor's theO-<.1urrent License Fees for the increased total number of E-MaiJ Users identified in such audit. If any such audit shows that Licensee has exceeded the number of authorized E-Mail Users by more than five percent (5%), Licensee shall also pay the reasonable cost of such audit. In addition, upon reasonable request, Licensee agrer.."'S promptly to (1) make available to Licensor all rt;levant records reasonably necessary to verify compliance with this Agreement; and (2) to run any scripts Licensor requests in order to verify compliance with this Agreement. 17. Compliance with Laws. The partics and their affiliates, officers, directors, employees, agents and representatives shall comply with all applicable govemmentallaws and regulations relating to the provision or use of the Licensed Products. Licensee bas or shall obtain in a timely manner all neccssary or appropriate licenses, permits or other governmental authorizations or approvals; and shall indenmify and hold Licensor harmless from., and bear all expense of, complying with all foreign or domestic laws, re!,'1.dations or requirements pertaining to the importation, exportation, or use of the technology to be provided hereundl..'T. 18. Indemnification. Licensor will defend at its own expense any action against Licensee brought by a third party to the extent that the action is based upon a claim that the Licensed Product infringes any U.S. copyrights or misappropriates any trade secrets recogni2ed as such under the Unifonn Trade Secret law. Licensor will pay those costS and damages tinally awarded against Licensee in any such action that are specifically attributable to such claim or those costs and damages agreed to in a monetary settlement of such action. The foregoing obligations are conditioned on Licensee notifying Licensor promptly in writing of such action, Licensee giving Licensor sole control of the defense thereof and any related settlement negotiations, and Licensee cooperating and, at Licensor's request and e"-'Pense, assisting in such defense. If the Licensed Product becomes, or in Licensor's opinion is likely to become, the subject of an infringement claim, Licensor may, at its option and expense, either (a) procure for Licensce the right to continue using the Licensed Product:" (b) replace or modify the Licensed Product so that it becomes non-infringing, or (c) accept return of the Licensed Product and give Licensee a pro-rated refund for the License Fees paid by Licensee based on a five year straight line amortization schedule. Notwithstanding the foregoing, Licensor will have no obligation under this Section 18 Or otherwise with respect to any infringement claim based upon (i) any use ofthe Licensed Product not in accordance with this Agreemcnt or for purposes not intended by Licensor, (ii) any use of the Licensed Product in combination with other products, equipment, software, or data not supplied or recommended by Licensor, (iii) any use of any release of the Licensed Product other than the most current release made available to Licensee, or (iv) any modification of the Licensed Product by any person other than Liccnsor. This Section 18 states Licensor's entire liability and Licensee's sole and exclusive remedy for infringement claims and actions. 19. Non-solidtation_ During the Term and for a period of one (1) year thereafter, Licensee agrees not to hire, solicit., or anempt to solicit, the services of allY employee or subcontractor of Licensor without the prior wrinen consent of Licensor. 20. Insurance. Each party shall maintain adequate insurance protection covering its respective activities hereunder, including coverage for statutory worker's compensation, comprehensive general liability for bodily injury and tangible property damage, as well as adequate coveragc for vehicles. 21. Export. Licensee will comply with all applicable export and import control laws and regulations in its use of the Licensed Product and, in particular, Licensee will not export or re-export the Licensed Product without all s Mr .A0605 12- 7-05;11 :16AM. InTO technology ;9562.4740 MASTER LICENSE. MAINTENANCE AND SERVICES AGREEMENT required United States and foreign government licenses. Licensee will defend, indemnify, and hold harmless Licensor from and against any violation of such laws or regulations by Licensee or any of its agents, officers, directors, or employees. 22. Miscellaneous. (a) This Agreement and the accompanying attachments it specifically references constituJc the entire agreement between the parties with respect to the subject matter of this Agreement, and supersede all other communications, whether written or oral; (b) This Agreement may be modified or amended oply by a writing signed by both parties; (c) Purchase orticrs or similar ordering documents issued by Licensee shall be for ordering purposes only, and any temlS and conditions they contain shall be superseded by this Agreement; (d) Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by Licensee without Licensor's prior written consent and any attempt to the contrary shall be void; (e) Licensor reserves all rights not specifically granted herein; (f) Neither party shall be liable for delays caused by events beyond its reasonable control; (g) Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically confonned to the minimum requirements of law and all other provisions shall remain in full force and effect; (h) Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions; and (i) Headings are for reference purposes only and have no substantive effect. In Witness Whereof. the parties have executed this Qgreement as of the date setforth below. ILUMIN SOFTWARE SERVICES, INC. B~___ Name: Dttv,.,l ('1/ .SO.. Title: $\/ P Date: \ 2/ ISJ2.0()~ Address for Notice: 1881 Campus Commons Drive Suite 400 Reston., VA 20] 9l A TTN: Jocelyn Starzak, General Counsel Fax: 703.481.8672 LICENSEE: City of Cleanvater By: Name: Title: Date: Address for Notice; A"ITN: Fax: " '# !-.~. ," '.1 se6 ~ ~ MLA060~ Dee-07-2005 10:25 From-PUBLIC COMMUNICATIONS City Of Clearwater 112 South Osceola Avenue Clearwater, FL 33756 CITY OF CLEARWATER, FLORIDA By: ~B.~-;o: William B. Home II City Manager Attest: ", . -- . >~ . ~----<.;- - -. ..... - - -.- . . . ia:E. Goudeau. Jer-k p~- - 727-562-4696 T-666 P.00S/012 F-339 Approved as to form: Leslie Dougall- ide Assistant City Attorney Dee-07-Z005 10:25 From-PUBLIC COMMUNICATIONS 727-562-4696 T-666 P.009/012 F-339 EXHIBIT A - SOFTWARE LICENSE ORDER Augost 24, 2005 Effecl.ivc Date ":'1~' -i': ~~ ).:'i""~l~'::~, ~~~ ~""~r' iLumin Software Services,lne. 1881 Campus Commons Drive, Suite 400 RcStoD, VA 20191 License Order # ", '. .,'.' . " ,'.. .1, Ch~ll[ Contl1e!": Silmon Mm7.ol:1 Phone Number: 727 562-J.669 Payment: II. Jnvoic..'S sbal11>e sent to Client'!; address, Ann: b. Payment shall be due I\I:t 30 llays fTom receipt of invoice. c. Payment slwl be sc:nllO tJle following address: iLumm Software Sl..TVices. Inc. 1881 Campus Commons Drive, Suite 40n Rcslon. VA 20191 Client (Licensee): Ci(" of Clcarw;ller LICENSE SCHEDULE Licensed Product Number of Licensed E-Mail Users License Fee ; ASSENTOR~il Mailbox Manager for Exchange . ASSENTORCll) Discovety . 1,500 1,500 $13,200 $ 28,600 ... . rI . . .I' Note: This pricing is valid if the Master License, Maintenance & Service Agreement is executed & received by ~ iLumin ODor before September 30,2005. : Special Conditions: The above pricing is contingent on Client's agreement to be a reference (including on-site, . if applicable) for other customers and the press upon reasonable request by iLumin. . Client's Initials iLumin"s Initials_ Dee-07-2005 10:25 From-PUBLIC COMMUNICATIONS 727-562-4696 T-SSS P.Ol0/012 F-339 ~..'\.J.uUJ.J. J.) ~'-'.a.'.a. 'l'~ J."~..1."lI..I.Ll~~"lI~L v~nA , .~ 7; t :,::i ~.~.. ~~;' ":,7 .:.... :~'" iLumin Software Services, Inc. r August 24, 2005 I 1881 C.unPUll Commons Drive. Suite 400 Order # Effective: Date Reston. VA 20191 Client (Licensee) City of Clearwater Paymellt a. Invoices slwll be sent to Client"$ address, Ann: b. Payment shall be due net 30 ooys from rCl:eipl of invoice. c. Payment :ihall be :;c..-nl to the following address: . iLumin SllfiwllTC ScrviCl..'S, Inc. 1881 Cumpus Commons Drive, Sujte 40l) R~1on, VA 20191 Client Contact: .$h~9.n Marzola Phone Number. 727562-4669 SCHEDULE OF MAINTENANCE SERVICl:s . PRJCES FOR MAINTENANCE SERVICES: ., Maintensnce l.evel~ Silver '. ASSENTOR01l M:Wbox Maollger for Enhsnge .; Number of Seats Licensed: 1.500 . Annual Maintenance Fee: $.5,87.5.00 : ASSENTOR~ Discovery ;: Number or Seat..; Licensed; ;. Annual Maintenance Fee: j ] ,500 $4,100.00 Main1.enance Term will begin upon shipmc:nl. of the software. A lir.;able SUrchllf cs for IIllIi.ntenance su art: · PrOvl r:I~d (lutside ofNolUlaJ Business HolU1l ~1 Clialt's req ueS[ IIJld iLumin lIgreement · Not related to an Error in the Covered Software · Related to an Q'Tur in third-pl:lI1.y softwMe · For Covered Saftwnre insUllled tIS a Non~SL:mdard JJlst.EllI (d,:[wl..-d as an inst,l.I!ation requc.:stcd by Client to be non-!\tandard) · Pcr[orml..'<l at CliCllt's site · Additional en ineerin' services for chan es hI Client's UTchilccture after inSlCllllltion Ifpcrfonncd at iLwnin's site: Ifpa[onncd at Client'$ $ite: · Minimum of 8 hOllrs cllOlfged., plll$ tnwcl c"P'--nses. Weekdays . Developer: $2501hr · · Su onEn 'n~r. S2S01hc Weekendslholidays · . Developer: $3501hr · · Su art En 'io..-a: S3.5olhr. HELP DESK AND TROUBLE REPORT PROCEDURE The ASSENTOR~ Software Help Desk provides suppon for problems associated with the ASSENTOR Software in accord.:lIlce uith Sectjon J of 1h~ Terms ,md Conditions. Suppon shall be provided by telephone and a web site. Tile ASSENTOR Software Help Dcsk acts . as a single point of contact for questions and working with Clients 10 hack aad repon a problem's status. TIle Help Desk suppan services include: · Help Desk support will be available: Mondc1.Y through Friday, 8:00AM - 8:00PM EST, except holidays. · Help Desk support will DOl be available on the following holidays: New Year's Day, Martin Luther King Jr. Dny, President's .- Day. Memorial Day, Independence Day, L.-1bor Day, lllanksgiving D~ly, Friday after 1l1aJlksgiving, Christmas Evc and Christm.IS .Day. When (l hoJida)' faJJs on a weekend. iLumin sball observe rhe holiday on UtC preceding Friday or following. Monday, and support sball not be availabJe on such day_ · Use of Web problcm repon forms, phone, voicemail, or email to request support. o .TIle ASSENTOR Software Web site, which contains periodie oownJoadablc system Upda\C5, F AQs. a problem repon form ,lnd general infonnation about ASSENTOR Software. Client's Initials iLumin's Initials Dac-07-2005 10:25 From-PUBLIC COMMUNICATIONS EX.HJ IU T .IS 727-562-4696 T-666 P.Ol1/012 F-339 ~U.r .I. "" ~ .l.1'U"1.I..l." .L.A.:J.J. ...~... '-'.LI "-'...."-ILoo"~.......... . ~ Order # I August 24, 2005 Effective Date I;. " '~',' '. ," . ._- ~ ......."'.--..:... ........ . ~ ~.\" ~~,\~~ ~ ~!!! ~ ~ ~ -::: - '. '..;.' ..." ,.. ,- ...- ~ - ':.;;, ,,: :'.~. .~. 1 7.~:' 7'-: ':.: :. .~~ I; iLwnin Software Services, IDe. l 18Rl Campus Commons Drive, Suite 400 Reston, VA 20191 CLient Contact Sharon M'!l"zola Phone Number: 727 562-4669 Payment: a. Invoices shall be senllo Client's addres.<:, Ann: b. Payment shun be due net 30 days lrolR reccipl or iIlvoice. c. Payment shull be sent to the lollowing address: iLumin Software Services, Inc. 188 I Campus Commons Drive, Suitt: 400 R~stoll, VA 20191 Client (Lj~nsee) City of Clearwarer , , ~ SCHEDULE OF MAINTENANCE SERVICES . ~. " ': The Help Desk will accept calls from one of the Client's two designated individuals: a primary point of conmct and a 5econd.'uy I point of contact when the primary person is not available. TI1C Clienl designates tIle following prim.ll:Y and secondary points of conlaCllO :: iLumin and may change them from time to time. PrimaIy: , Secondary: These designees should be knowledgeable about the ASSENTOR Software and OlC . Clienl's internal systems and operations, such thaL tllcy can make a reasonable determination thal a problem is caused by the ASSENTOR ~ Softw31'e prior to phlcing a call 10 tlle Help Desk The Help Desk is not to be used as a genercll technical problem solving resource. ; Designees should have achninisttator rights to the Client's Assentor software. TIle Client's systcm adminisualor would probably be an ; appropriate individu.al. ': TARGET RESPONSE TIMES ~ To the e:\1rml a Trouble Report identifies one or more ElTors, iLwnin shall, with the cooperation of Client, begin diagnosis and error :i correction efforts and provide status updates as set forth below. . Critical Error: 2 business hours; da\1y Upd.1tcs (Monday through Friday) . Severe Error; 8 hours; daily updates (Monday lhfOugll Friday) . Minor Error: 8 business hours; weekly updates . Enhancement; 8 business hours; monthly updates .. " r e ~ CLIENT OBLlGA TlONS t : iLumin' s support obligations arc conditioned on Client providing the following: . MlUntainillg software at current release or current minus one release . Providing documentation on software issues., inclucling, wirhoUl limitation. error messages, dumps, and logs . Identifying resourCeS 10 work Ul connection with iLumin support engineer to recreate and resolve Client issues . Maintaining on sl.aff at all limes allcast two employees who have a1\.Cltded iLumin's admin lI'aining and ,ue certified on the Licensed Products. In tlte event lhaL ClienL fails 10 meet this condition, iLumin will require Oient LO purchase iLumin' s remole administrdtion ;. Client's Initials iLumin's lnitiaIs Dee-07-2005 10:26 From-PUBLIC COMMUNICATIONS r.~ ~..., ~J ~'.1 ~ ~. \ iLumin Software Senrice~ Ioe. 1881 Campus Commons Dri,,'e, Suite 400 Reston. Virginia 20191 727-562-4696 .I.:...()...I. .......LU. .L I T-66S P.012/012 F-339 ~ - O.lj..l.'\,. V .1.'-'.1:. V.I.'-L'.J.:.r.n. 1 August 24, 2005 J Order # Date Client (Licensee, Payment: 3. Invoices shall be sent 10 CIi..:nl' s address. Ann; b. Payment shall be due net 30 days trom receipt ofinvoi~. c. Paym<:nl shall be scnllo the following address: iL\Lmin Sofl.wur..: &.-rvic"::l. 1m;. 1881 Campus Commons Drive, Suite 40U ReSloIl, VA 20191 CifY of ClemWcller Cljent COllt:I':\: Sharon M;lI7..ola Phone Nllluber: 7'7 562...j.(.(i9 STATEMENT OF WORK Pro-Installation Technical Planning (Client participation & Document Completion required) . Installation schedule planning Verification of hardware/software selection Discussion of Client's e-mail arcbi1cctwc, SMTP gateway product configuration, domains used. frrewall configuration Design of configuzation changes needed to integrate ASSENTOR*' Software into the appropriate location in the Client's mail S}'stcm Discussion of DNS MX records, incoming, oUlgoing. and internal SMTP mail flow Verification of facilities/network requirements on site ii' .' . . . . . Services deliverabJes include the following; · Document the Assentor product configurntion faT Client' s proj eet. · Compliance trelining materials for Assenlor@ AdminislIalion and Discovery roles. · I day of trnining for Assentor@ Administration and Diseo\'e[J' KEY ASSUMYfIONS TIus Statement of Work (SOW) is based on Ille kC)' asswnpfions below. 1. The iLumin consullant will have e~...peltise ill installation and configuration of the purchased iLumin product set which may include: . iLumin Asscntor@ Archive andlor Compliance · iLumin Assentor@ Discover')' . iLucnin Asscntor@ Archive · iLumin Assentor@ 1M Link · iLumin Asscntor@ Media Driver (i.c. EMC Ccntera. NetApp SnapJock. Q"'slar, etc) . iLumin Mail Exponcr · iLumin Assentor@,) Mailbox Manager for Notes or Exchange 2. iLu.rn.in will provide adequate resources to accomplish the tasks and ddiverables outlined In tllis Slalcmcnl of Work. .'). MaJlagement and scheduling of any work effon will be the responsibiJiry of iLumin 4. iLumin will install Assentor@components 5. IT Admin Training will immediately folJow 6. Assemor~) configurcnion settings will be set at the time of insUlll 7. Assentorql) Discovcry Trnining win follow within 7 days of installation (tnd iLmnm will condUCl one training session for all USers at one sile only S. Client will follow iLwnin's recommended hardware and software recommendations for its Assentor(l!) system 9. ClJent will pro"idc all necessary Project related docwnenlalion priono tJle deployment engagement J O. Client will send the completcd questionnaire and topology diagram prior to deployment. Estimated COSI [or Production Installation: ) days on-site installation. R4tleS are: $2.000 per day for weekday. plus expenses, and $3.000 per day for weekend day. plus e:'l.-pcnscs. Each additional clay wiU be billed at the rate of $2,()(JO per day for weekday. plus expenses and $3.000 per day for weekend plus e~..penses. Client win only be billed for actwl dclYs oll-site. Client's Initials iLumin's Initials Brir,ging Information to Light iLumin Software Services, Inc. 1881 Campus Commons Drive, Suite 400 Reston, Virginia 20191 EXHIBIT C - SERViCE ORDER I I August 24, 2005 I Order # Date . iLumln@ Client (Licensee) Payment: a. Invoices shall be sent to Client's address, Allo: . b. Payment shall be due net 30 days from receipt of invoice. c. Payment shall be sent to the following address: iLumin Software Services, Inc. \88\ Campus Commons Drive, Suite 400 Reston, VA 2019\ City of Clearwater Client Contact: Sharon Marzola Phone Number: STATEMENT OF WORK Discovery/Compliance Upgrade Training: Business Track/Product Training (Customer to select method) . Webex sessions @ $250 per hour for up to 7 teleconference participants. Each additional pat1icipate wil\ be billed at the rate of$50.00 per hour. Minimum one hour will be billed. iLumin will only bill in one hour increments. . Onsite training is billed at $2,500/day plus expenses. Subject to availability of the trainer. CLIENT'S CHOICE FOR TRAINING: Technical Track/System Administrator Training . Systems Administrator Training (September Session) at iLumin headquarters, Reston, Va. @ $2,500 per attendee. Client's Initials iLumin's Initials <:.-t ./;,( .,.. I '. "0"" '..