KRONOS SALES - SOFTWARE LICENSE AND SERVICES AGREEMENT�
�� KRONOS�
Quote#: 262163 - 3
Expires: 31-DEC-2011
Prepared By: Adams, Ray A
Bill To: Attn:SABRINA CHUTE
CITY OF CLEARWATER
100 SOUTH MYRTLE AVE
CLEARWATER
FL 33756
United States
Solution ID: 6103438
Payment Terms: N30
Currency: USD
Customer PO Number:
ORDER FORM
Order Type: Standard US
Date: 09-NOV-2011
Page: 1 /2
Ship To: Attn:SABRINA CHUTE
CITY OF CLEARWATER
100 SOUTH MYRTLE AVE
CLEARWATER
FL 33756
United States
Contact: SABRINA CHUTE
Email: SABRINA.CHUTE@MYCLEARWATER.COM
FOB: Shipping Point
Ship Method:
Freight Term: Prepay & Add
Order Notes:
The extended warranty value for the 6 months of free Gold software maintenance is $2,882.33.
The extended warranty value for the 6 months of free Depot Exchange hardware maintenance is $3,847.50.
Your Kronos solution includes:
SOFTWARE
;KFORCE TIMEKEEPER V6
;KFORCE MANAGER V6
SW KIT.NEXT GENERATION USER INTERFACE V6.2
'Includes applicable software media
EQUIPMENT
KRONOS INTOUCH 9000,STANDARD,B/C
NORTH AMERICA POWER KIT FOR MOUNT OVER OUTLET, INTOUCH STD
TOUCH ID OPTION,INTOUCH
BATfERY BACKUP,INTOUCH
SUPPORT SERVICES
SUPPORT SERVICE
IDED SOFTWARE WARRANTY
� EXCHANGE SUPPORT SERVICE
IDED HARDWARE WARRANTY
'Support values listed above are total for all applicable products in each section of this Order Form
350
1
Total Price
19
19
19
19
Total
6 MON
6 MON
6 MON
6 MON
Total Price
$26,203.00
$37,567.
$0.
$12,540.
$2,090.
$52,197.
$3,847
Kronos j Time &Attendance • Scheduling • Absence Management • HR & Payroil • Hiring • �aborAnalytics
Kronos Incorporated 297 Bilierica Road Chelmsford, MA 01824 (800) 225-1561 (978) 250-9800 www.kronos.com
�; KRONOS�
Quote#: 262163 - 3
PROFESSIONAL SERVICES / EDUCATIONAL SERVICES
ONLINE REMOTE TEAM
ILL-AS-YOU-GO INSTRUCTOR LEAD TRAINING
QUOTE SUMMARY
48 Hours
Project Manager 8 Hours
Application Consultant 24 Hours
Technical Consultant 16 Hours
4900 Points
Page: 2/2
$185.00
$185.00
$185.00
$0.60
Total Price
$11
CITY OF CLE RWATER
Signature: ~ - ���
Name: William B. Horne Il
Title: City Manager
Kronos Incorporated
Signa
NamE
Title:
Effective Date: ,i � Cei'����1 /� ��D I� Effeci
Invoice amount will reflect deposit received. All professional services are billed as delivered with a payment term of Net Upon Receipt. Unless othenvise
indicated above, this order is subject to the attached terms and conditions which the customer acknowledges have been read. THIS ORDER /S SUBJECT
TO APPLICABLE TAXES. THE TAX AMOUNT SHOWN ON THIS ORDER IS ONLY AN ESTIMATE. THE ACTUAL TAX AMOUNT TO BE PAID BY
CUSTOMER WILL BE SHOWN ON CUSTOMER'S INVOICE. The JBossO Enterprise Middleware components embedded in the Software are subject to the
End User License Agreement found at http://www.redhat. com/licenses/jboss eula.html.Shipping and handling charges will be reflected on the final invoice.
Approved as to form:
. �� �
Leslie Dougall-Si es
Assistant City Attorney
Attest:
Rosemarie Call
City Clerk
Kronos � Time & Attendance • Scheduling • Absence Management • HR & Payroll • Hiring • Labor Analytics
Kronos Incorporated 297 Billerica Road Chelmsford, MA 01824 (840) 225-1561 (978} 250-9800 www.kronos.com
Kronoslncorporated
297 Bilierica Road
Chelmsfqrd, MA 01824
Phone: (978)250-9800
KRONOS SALES, SOFTWARE LICENSE AND SERVICES AGREEMENT Rev KR-02281 L t
Page: I / 5
Customer and Kronos agree that the te�ms and conditions set forth in this Agreement shall apply to all Kronos Equipment, Software, Professional and Educational Services,
Support, and such other Kronos offerings, as specified on an order form (an "Order Form") signed by the parties which expressly references this Agreement (or is signed
contemporaneously hereto).
Kronos and Customer hereby agree that the terms and conditions of this Agreement apply to any Order Form executed by Kronos and Customer which expressly
references this Agreement (including any Order Forrn signed contemporaneously with this Agreement regardless of the appearance of any express reference to this
Agreement). Either party may discontinue use of this Agreement for future orders upon thirty (30) days prior written notice to the other party, provided however that any
Order Form signed by the parties prior to the effective date of such notice shall remain in effect unless otherwise specifically terminated in accordance with the terms of
this Agreement. Kronos may require additional terms and conditions for the sale or license of pmducts or services not contemplated by this Agreement (including without
limitation those that may be related to intemational services) provided that no such additional terms and conditions shall be binding upon Customer without Customer's
prior written consent. Notwithstanding, Kronos will not be obligated to accept or approve an order for any products or services for which such additional terms and
conditions are required. All orders are subject to the appmval of Kronos' corporate office in Chelmsford, Massachusetts. This Agreement and the Order Form shall
supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items
ordered.
l. PAYMENT AND DEL[VERY
Unless othenvise set forth in this Agreement, payment terms are indicated on the Order Form or other contemporaneous ordering document containing procluct-specific
payment terms signed by the parties. Delivery terms are as stated on the Order Form ("Delivery"). Kronos will invoice Customer for products upon Delivery. Unless
otherwise set forth on the Order Form, Professional and Educational Services are provided on a time and materials basis, invoiced monthly as rendered. Customer agrees
to pay all applicable taxes levied or based on the products, services or other charges hereunder, including state and local sales and excise taxes, and any taxes or amount in
lieu thereof paid or payable by Kronos, exclusive of taxes based on net income. Customer agrees to pay a late charge of one percent ( I%) per month, (but not in excess of
the rate allowed by law), on any overdue amounts not the subject of a good faith dispute. If full payment is not made within 90 days of final payment due date, Customer is
responsible for all expenses, including legal fees, incurred by Kronos far collection.
2. GENERAL L[CENSE TERMS
Kronos owns or has the right to license the Software. The Software and Software documentation are confidential and may not be disclosed to a third party without Kronos'
written consent. The Software contains proprietary trade secret technology. Unauthorized use and copying of such Software is prohibited by law, including United States
and foreign copyright law. The price Customer pays for a copy of the Software constitutes a license fee that entitles Customer to use the Software as set forth below. Kronos
grants to Customer a non-exclusive, nontransferable, perpetual (except as provided herein) license to use the Software. This license may be terminated by Kronos by
written notice to Customer upon any material breach of this Agreement by Customer which remains uncured for a period of thirty (30) days after such written notice from
Kronos. Upon such tennination of this license by Kronos, Customer wil] have no further right to use the Software and will retum the Software media to Kronos and destroy all
copies of the Software (and related documentation) in Customer's possession or control. This license is subject to all of the tenns of this Agreement.
3. FEE BASED LIMITATIONS
Customer recognizes and agrees that the license to use the Software is limited, based upon the amount of the license fee paid by Customer. Limitations, which are set forth
on the Order Form, may include the number of employees, simultaneous or active usets, Software product modules, Software features, computer model and serial number
and partition, and/or the number of telephone lines or tenninals to which the Software is pennitted to be connected. Customer agrees to: i) use the Software only for the
number of employees, simultaneous or active users, computer model, pa�tition and serial number, and/or terminals peimitted by the applicable license fee; ii) use only the
product modules and/or features pennitted by the applicable license fees; and iii) use the Software only in support of Customer's own business. Customer agrees not to
increase the number of employees, simultaneous or active users, partitions, tenninals, products modules, features, or to upg�ade the model, as applicable, unless and until
Customer pays the applicable fee for such increase/upgrade. Customer may not relicense or sublicense the Software to, or otherwise permit use of the Software (including
timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Software without the
express prior written consent of Kronos.
4. OBJECT CODE ONLY
Customer may use the computer programs included in the Software (the "Programs") in object code fonn only, and shall not revetse compile, disassemble or otherwise convert
the Programs into uncompiled or unassembled code. The Programs include components owned by third parties. Such third paity components are deemed to be Software
subject to this Agreement. Customer shall not use any of the Programs (or the data models therein) except solely as part of and in connection with the Software and as
described in the published documentation for such Software. Customer shall indemnify and hold hannless Kronos for all damages or liability caused by Customer's
failure to comply with the foregoing restriction.
5. PERMITTED COPIES
Customer may copy the Programs as reasonably necessary to load and execute the Programs and for backup and disaster recovery and testing purposes only, except for
additiona] copies of the Teletime Software and the Kronos iSeries (which must be licensed separately). All copies of the Programs or any part thereof, whether in printed or
machine readable fonn and whether on storage media or otherwise, are subject to all the tenns of this license, and all copies of the Programs or any part of the Programs shall
include the copyright and proprietary rights notices contained in the Programs as delivered to the Customer.
6. UPDATES
In the event that Kronos supplies Service Packs, Point Releases and Major Releases (including legislative updates if available) of the Software (collectively refetred to as
"Updates"), such Updates shall be part of the Software and the provisions of this license shall apply to such Updates and to the Software as modified thereby.
7. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is
installed from export to ceRain countries and certain organizations and individuals, and agrees to comply with such laws. Customer agrees to comply with all applicable
laws of all of the countries in which the Equipment and Software may be used by Customer and shall indemnify Kronos for any noncompliance which results in damages
or liability for Kronos. Customer's obligations hereunder shall survive the termination or expiration of this Agreement. Customer must obtain Kronos' prior written
consent before exporting the Software.
8. FIRMWARE
Customer may not download tirmware updates for the Kronos Equipment unless Customer is maintaining such Equipment under a support plan with Kronos. lf Customer is
not maintaining the Equipment under a support plan with Kronos, Kronos shall have the right to verify Customer's Kronos Equipment to determine if Customer has
downloaded any firmware to which Customer is not entitled. If Customer has downloaded finnware for the Kronos Equipment to which Customer is not entitled,
Kronoslncorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Customer shall be responsible to pay Kronos for such updated finnware in accordance with Kronos' then-current support policies.
Page: 2 / 5
9. TRAINING POINTS
Training Points which are purchased by Customer may be redeemed for an equivalent value of instructor-led training sessions offered by Kronos. Available insttuctor-led
sessions are listed at http://customer.Kronos.com and each session has the Training Points value indicated. Training Points may be redeemed at any time within 12 months of
the date of the applicable Order Form, at which time they shall expire. Training Points may not be exchanged for other Kronos products and/or services. Kronos will
invoice Customer for the Training Points identified in the Order Form upon execution of such Order Form with payment due upon the payment terms indicated in such
Order Form.
10. ACCEPTANCE
For Customer's initial purchase of each Equipment and Software product Kronos shall provide an acceptance test period (the "Test Period") that commences upon
Installation. Installation shall be defined as: a.) the Equipment, if any, is mounted; b.) the Software is installed on Customer's server(s); and c.) implementation [eam
training, if any, is complete. During the Test Period, Customer shall determine whether the Equipment and Software meet the Kronos published electronic documentation,
("Specifications").
The Test Period shall be for 30 days. If Customer has not given Kronos a written deficiency statement specifying how the Equipment or Software fails to meet the
Specifications ("Deficiency Statement") within the Test Period, the Equipment and Software shall be deemed accepted. [f Customer provides a Deficiency Statement within
the Test Period, Kronos shall have 30 days to correct the deficiency, and Customer shall have an additional 30 days to evaluate the Equipment and Software. If the
Equipment or Software does not meet the Specifications at the end of the second 30 day period, either Customer or Kronos may terminate this Agreement. Upon any such
termination, Customer shall return all Equipment and Software (and related documentation) to Kronos, and Kronos shall refund any monies paid by Customer to Kronos
for the returned Equipment and Software. Neither party shall then have any further liability to the other for the products that were the subject of the Acceptance Test.
ll. LIMITED WARRANTY
Kronos warrants that all Kronos Equipment and Software media shall be free from defects in materials and workmanship, for a period of ninety (90) days from Delivery. In the
event of a breach of this warranty, Customer's exclusive remedy shall be Kronos' repair or replacement of the deficient Equipment and/or Software media, at Kronos'
option, provided that Customer's use, installation and maintenance thereof have conformed to the Specifications. This warranty is extended to Customer only and shall not
apply to any Equipment (or parts thereo� or Software media in the event of:
(a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including modification or replacement of any Kronos components on any
boards supplied with the Equipment), unusual physical or electrical stress or causes other than nonnal and intended use;
(b) failure of Customer to provide and maintain a suitable installation environment, as specified in the Specifications; or
(c) malfunctions resulting from the use of badges or supplies not approved by Kronos.
When using and applying the infonnation generated by Kronos products, Customer is responsible for ensuring that Customer complies with the applicable requirements of
federal and state law. If Customer is licensing Workforce Payroll Sofrware or Workforce Absence Management Sofrware: (i) Customer is solely responsible for the
content and accuracy of all reports and documents prepared in whole or in part by using such Software, (ii) using such Software does not release Customer of any
professional obligation conceming the preparation and review of such reports and documents, (iii) Customer does not rely upon Kronos, Best Software, Inc. or such
Software for any advice or guidance regarding compliance with federal and state laws or the appropriate tax treatment of items reflected on such reports or documents, and
(iv) Customer will review any calculations made by using such Software and satisfy itself that those calculations are coirect.
12. INDEMNIFICATION
Kronos agrees to indemnity Customer and to hold it ha�mless ti•om and against any and all claims, costs, fees and expenses (including reasonable legal fees) relating to
actual or alleged infringement of United States or Canadian patents or copyrights asserted against Customer by virtue of Customer's use of the Software as delivered and
�naintained by Kronos, provided that: i) Kronos is given prompt written notice of any such claim and has sole control over the investigation, preparation, defense and
settlement of such claim; and, ii) Customer reasonably cooperates with Kronos in connection with the foregoing and provides Kronos with all infonnation in Customer's
possession related to such claim and any further assistance as reasonably requested by Kronos. Kronos will have no obligation to indemnify Customer to the extent any
such claim is based on the use of the Software with sofrware or equipment not supplied by Kronos. Should any or all oY the Software as delivered and maintained by
Kronos become, or in Kronos' reasonable opinion be likely to become, the subject of any such claim, Kronos may at its option: i) procure for Customer the right to
continue to use the affected Software as contemplated hereunder; ii) replace or modify the affected Software to make its use non-infringing; or iii) should such options not
be available at reasonable expense, tenninate this Agreement with respect to the affected Software upon thirty (30) days piior wiitten notice to Customer. In such event of
tet7nination, Cusromer shall be entitled to a pro-rata refund of all fees paid to Kronos for the affected Software, which refund shall be calculated using a five year straight-
line depreciation commencing with the date of the relevant Order. Additionally, Kronos agrees to be liable for tangible property damage or personal injmy caused solely
by the negligence or willful misconduct of its employees.
13. PROFFESSIONAL AND EDUCATIONAL SERVICES
(a) TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all reasonable and necessary travel incurred by Kronos in the perfonnance of any professional and/or educational services,
provided that such travel complies with the then cm-rent Kronos Travel and Expense Policies. Customer further agrees to pay any travel expenses such as airfare, lodging,
meals and local transportation, plus an administrative fee of ten percent (10%) of the amount of such travel expenses, incurred by Kronos to deliver purchased professional
services and/or educational services in accordance with the Kronos Travel and Expense Policies. Customer will be billed by Kronos for such tiavel expenses and payment
thereof shall be due net 30.
(b) ENGAGEMENTS
Unless othenvise indicated on the Order Fonn, Professional and Educational Services ("Professional Services") shall be provided on a time and material basis at the rates
set forth in the Order Fonn. If a dollar limit is stated in the Order Form or any associated statement of work ("SOW"), the limit shall be deemed an estimate for
Customer's budgeting and Kronos' resource scheduling purposes. After the dollar limit is expended, Kronos will continue to provide Professional Services on a time and
materials basis, if a Change Order or Schedule of Services for continuation of the Professional Services is signed by the parties.
(c) WARRANTY
Kronos warrants that alI professional and educational services perfonned under this Agreement shall be performed in a professional and competent manner. In the event that
Kronos breaches this warranty, and Customer so notifies Kronos within 30 days of receipt of invoice for the applicable services, the Customer's sole remedy and Kronos'
Kronoslncorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Page: 3 / 5
exclusive liability shall be to re-perform the services which were deficient in a manner so as to confonn to the foregoing warranty, at no additional cost to Customer.
(d) KRONOS PROFESSIONALEDUCATIONAL SERVICES POLICIES
Kronos' then-cu�rent ProfessionaUEducational Services Policies shall apply to all Professional and/or Educational Services purchased under the applicable SOW and may be
accessed at: httn•/lwww kronos com/Sup�wrdProfessionalServicesEngagementPolicies.htm ("Professional Services Policies°). In the event of a conflict between the
Professional Services Policies and this Agreement, the terms of this Agreement shall prevail.
14. SOFI'WARE SUPPORT SERVICES
(a) SUPPORT OPTIONS
Customer may select from the following Software support purchase options: Gold (or Gold Plus) and Platinum (or Platinum Plus) support ("Service Type"), each
providing different service coverage periods and/or service offerings, as specified herein ("Service Offerings") and in the Kronos Support Service Policies (defined below).
Customer must purchase the same Service Type for all of the Software specified on the Order Form, (however, if Customer is purehasing support services for Visionware
Software, Customer may only purchase Gold Service Type for the Visionware Software). All Updates shall be provided via remote access. Customer may purchase
support services for Equipment in accordance with the terms and conditions of Kronos' standard Equipment Support Services Agreement a copy of which is available
upon request and is located at: http://www.kronos.com/Le�quipmentSupportAgr.aspx .
(b) EXTENDED SUPPORT PROGRAM (DELL SERVERS)
Customers pu�hasing the Extended Support Program (as indicated on the Order Form) for their Dell servers purchased from Kronos shall receive a specialized, bundled
set of Kronos Support Services. Because of the specialized nature of these services, the terms and conditions located at
httn://www.kronos.com/Le a�pplementalTerms.asnx shall supersede the provisions of this Agreement for the Extended Support Program.
(c) TERM OF SOFTWARE SUPPORT
Unless otherwise indicated on the Order Form, support service shall commence on the Software Delivery date and shall continue for an initial term of one (1) year.
Support service shall automatically renew for additional one year terms on the anniversary date of its commencement date, unless either party notifies the other in writing sixty
(60) days prior to that anniversary renewal date. After the one year initial term of this Agreement, the Service Offerings provided and the Service Coverage period are
subject to change by Kronos with sixty (60) days advance written notice to Customer. For the initial two (2) renewal years the annual support fee, for the same products
and service type, will not increase by more than 4% over the prior year's annual support fee.
(d) GOLD SERVICE OFFER[NGS
Customer shall be entitled to receive:
(i) Updates for the Software (not including any Software for which Kronos charges a separate license fee), provided that Customer's operating system and equipment
meet minimum system configuration requirements, as reasonably detennined by Kronos. If Customer requests Kronos to install such Updates or to provide retraining,
Customer agrees to pay Kronos for such installation or retraining at Kronos' then-cu�rent time and materials rate.
(ii) Telephone and/or electronic access to the Kronos Global Support Center for the logging of requests for service during the Service Coverage Period. The Service
Coverage Period for the Gold Service Otlering is 8:00 a.m. to 8:00 p.m., local time, Monday through Friday, excluding Kronos holidays.
(iii) Web-based support including access to Software documentation, FAQ's, access to Kronos knowledge base, Customer forums, and e-case management. Such
offerings are subject to modification by Kronos. Cutrent offerings can be found at http://www.kronos.co�n/services/support-services.aspx .
(iv) Web-based remote diagnostic technical assistance which may be utilized by Kronos to resolve Software functional problems and user problems dwing the Service
Coverage Period.
(v) Access to specialized content as and when made available by Kronos such as technical advisories, learning quick tips, brown bag semina�s, technical insider tips,
SHRM e-Learning, HR Payroll Answertorce and service case studies.
(e) PLATINUM AND PLUS SERVICE OFFERWGS:
Platinum: In addition to the Service Offerings specitied for the Gold Seivice Offering above, the Service Coverage Period for the Platinum Se�vice Offering is 24 hours a
day, seven days a week, 365 days a year.
Plus option: In addition to the Service Otferings specitied for the Gold Service Offering above, custome�s pw�chasing the Plus option shall receive the services of a
dedicated, but not exclusive, Kronos Technical Account Manager ("TAM") for one production instance of the Software. Customers purchasing the Gold-Plus option shall
designate up to one primary and one secondary backup technical contacts ("Technical Contacts") to be the sole contacts with the TAM, while customers purchasing the
Platinwn-Plus option shall designate up to two primary and three secondary backup Technical Contacts. Upon request, Customer may designate additional and/or backup
Technical Contacts. Customer is required to place all primary Technical Contacts through Kronos product training for the Software covered under this Agreement at
Customer's expense.
Customers purchasing the Platimm�-Plus option shall also receive a one day per year visit to be performed at the Customer location where the Software is installed. During
this onsite visit, Kronos shall work with Customer to identify ways to help Customer increase functionality or maxiinize utilization of the Software in Customer's specific
environment. Customer must be utilizing the then-cun-ent version of the Software. Travel and expenses are not included and shall be paid by Customer.
(t) PAYMENT
Customer shall pay annual support charges for the initial tenn in accordance with the payment tenns on the Order Form and for any renewal tenn upon receipt of invoice.
Customer shall pay additional support charges, if any, and time and material charges upon receipt of invoice.
(g) ADD[TION OF SOFTWARE
Additiona) Software purchased by Customer during [he initial or any renewal term shall be added to this Agreement at the same support option as the then current Software
support coverage in place under these terms. Customer agrees to pay the charges for such addition, and any such addition shall be automatically renewed as provided in these
terms.
(h) RESPONSIBILITIES OF CUSTOMER
Customer agrees (i) to provide Kronos personnel with full, free and safe access to Software for putposes of support, including use of Kronos' standard remote access
Kronoslncorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
Page: 4 / 5
technology, if required; (ii) to maintain and operate the Software in an environment and according to procedures which conform to the Specifications; and (iii) not to allow
support of the Software by anyone other than Kronos without prior written authorization from Kronos. Failure to utilize Kronos' remote access technology may delay
Kronos' response and/or resolution to Customer's reported Software problem. If Customer requires the use of a specific remote access technology not specified by Kronos,
then Customer must puc�hase the Plus option to receive support and provide Kronos personnel with full, free and safe access to the remote access hardware and/or
software.
(i) DEFAULT
Customer shall have the right to terminate Kronos support services in the event that Kronos is in breach of the support services warranty set forth below and such breach is
not cured within fifteen (15) days after written notice specifying the nature of the breach. In the event of such termination, Kronos shall refund to Customer on a pro-rata
basis those pre-paid annual support fees associated with the unused portion of the support term. Kronos reserves the right to ternvnate or suspend support service in the event
the Customer is in default under this Agreement with Kronos and such default is not corrected within fifteen (15) days after written notice. In addition, the support services will
terminate and all charges due hereunder will become immediately due and payable in the event that Customer ceases to do business as a going concern or has its assets
assigned by law.
(j) WARRANTY
Kronos warrants that all support services shall be performed in a professional and competent manner.
(k) KRONOS SUPPORT SERVICE POLICIES
Kronos' then-current Support Services Policies shall apply to all Support Services purchased and may be accessed at:
http://www.kronos.com/Support/SupportServicesPolicies.htm ("Support Policies°). ln the event of a conflict between the Support Policies and Uvs Agreement, the terms of
this Agreement shall prevail.
I5. KNOWLEDGEPASS EDUCATION SUBSCRIPTION:
The parties hereby agree that the following terms shall apply to Customer's purchase of the Kronos KnowledgePass Education Subscription only, if specified on the Order
Form:
(a) Scope: The KnowledgePass Education Subscription is available to customers who are licensing Kronos' Warkforce Central and iSeries Timekeeper Software products
and who are maintaining such products under a support plan with Kronos. The KnowledgePass Education Subscriprion provides access via the internet to certain educational
offerings provided by Kronos (the "KnowledgePass ContenY'), including:
• Product and upgrade infonnation for project teams and end users
• Hands-on interactive instruction on common tasks
• Self-paced tutorials cove�ing a range of topics
• Job aids
• Knowledge assessment and reporting tools to measure progress
• Webinars
(b) Tenn of Subscription: The KnowledgePass Education Subscription shall �un co-tenninously with Custo�ner's Software Support, and shall renew for additional one (1) year
tenns provided Customer renews its KnowledgePass Education Subscription as provided below.
(c) Payment: Customer shall pay the annual subscription charge for the initial tenn of the KnowledgePass Education Subsc�iption in accordance with the payment terms on
the Order Form. Kronos will send Customer a renewal invoice for renewal of the KnowledgePass Education Subscription at least forty five (45) days prior to expiration of the
then current tenn. KnowledgePass Education Subscription shall renew for an additional one (1) year tenn if Customer pays such invoice before the end of the initial temi or
any renewal term.
(d) Limitations: Customer recognizes and agrees that the KnowledgePass Content is copyrighted by Kronos. Customer is pennitted to make copies of the KnowledgePass
Content provided in *pdf fonn solely far Customer's internal use and may not disclose such KnowledgePass Content to any third party other than Customer's employees.
Customer �nay not edit, modify, revise, ainend, change, alter, customize or vary the KnowledgePass Content without the written consent of Kronos, provided that
Customer may download and modify contents of Training Kits solely for Customer's internal use.
(e) Tiain-the-Trainer Program (TT"i'): Certification under the Tiain-the-Trainer Prog�am is valid only for the point release of the Software for which the'I"I"I� Program is
taken, and covers only the Customer employee who completes the TTT Program.
16. CONFIDENTIAL INFORMAT[ON
"Confidential Infonnation" is defined as infonnation that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the
disclosing party; and ii) identified as "confidential" at the ti�ne of disclosm�e, or would be reasonably obvious to the receiving party to constitute confidential infonnation
because of legends or other markings, by the circumstances of disclosure or the nature of the infonnation itsel£ Additionally, the terms, conditions and pricing contained in
this Agreement and the Order Fonn, the Software (and Software documentation), and the Specifications shall be deemed to be Kronos' Confidential Infonnation. Each
party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care,
which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the
parent company ar the wholly owned subsidiaries of the receiving party who have a need to know) the other party's Confidential [nfonnation, or use it for any purpose not
explicitly set forth herein, without the prior written consent of the other party. The obligation of confidentiality shall survive for three (3) years after the dis �re of such
Confidentiallnfoimation. Th2 pI'OV1S10riS Of th1S Paragraph shall be SUb] 2Ct to the
Florida Public Records Act.
This Agreement imposes no obligation upon either party with respect to the other party's Confidential Information which the receiving party can est �sh y legally
sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is
generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without
an obligation with respect to confidentiality; (d) is independendy developed by the receiving party without use of the disclosing party's confidential information, which can
be shown by tangible evidence; or (e) was required to be disclosed by applicable law; provided that the receiving party notifies the disclosing party of such requirement prior [o
disclosure, and provided further that the receiving party makes diligent efforts to limit disclosure.
17. MARKETING ACTNITIES
Customer agrees that Kronos may use Customer's name as part of Kronos' published customer lists. Upon Kronos' request, Customer will participate in mutually
beneticial marketing and public relations activities with Kronos. All content shall be subject to the prior review and approval of Customer, such approva) not to be
Kronoslncorporated
297 Billerica Road
Chelmsford, MA 01824
Phone: (978)250-9800
unreasonably withheld.
18. L[MITATION OF LIABILITY
Page: 5 / 5
CUSTOMER'S EXCLUSIVE REMEDIES AND KRONOS' SOLE LIABILITY FOR ANY KRONOS BREACH OF THIS AGREEMENT ARE EXPRESSLY STATED
HEREIN. EXCEPT AS PROVIDED IN THIS AGREEMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
EXCEPT FOR KRONOS' INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL KRONOS' OR ITS PARENTS',
SUBSIDIARIES', AFFILIATES', OR THIRD PARTY LICENSOR'S LIABILITY TO A CUSTOMER, HOWSOEVER CAUSED, EXCEED THE VALUE OF THE
ORDER WHICH G[VES RISE TO THE CLAIM, AND IN NO EVENT WILL KRONOS OR ITS PARENTS, SUBS[DIARIES AFFILIATES OR THIRD PARTY
LICENSORS BE LIABLE FOR LOST PROFITS, LOST DATA OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS
AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR THE EXISTENCE, FURNISHING, FUNCTIONING OR
CUSTOMER'S SPECIFIC USE OF, OR INABILITY TO SO USE, ANY EQUIPMENT, SOFTWARE OR SERVICES PROVIDED FOR IN THIS AGREEMENT.
19. GENERAL Florida� I��i�.�-
(a) This Agreement shall be governed by M�s'ic7$� t'fs P�d�. '1`�he parties waive the application of the United Nations Commission on International Trade Law and United
Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.
(b) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected
provisions to remain in full force and effect.
(c) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kmnos and any purported assignment, without such
consent, shall be void.
(d) Neither party shall be liable for failures or delays in performance due to causes beyond its reasonable control, including war, strikes, lockouts, fire, flood, stottn or
other acts of God. Both parties agree to use their best efforts to minimize the effects of such failures or delays.
(e) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the
billing address on the Order Form.
(� No action, regardless of form, may be brought by either party more than two (2) years after the cause of action has arisen.
(g) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement.
(h) The parties agree that if this Agreement is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement.
(i) This Agreement and any information expressly inco�porated herein (including infonnation contained in any referenced URL), together with the applicable Order Form,
constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations,
or other communications between the parties relating to the subject matter of this Agreement. This Agreement may be amended only in writing signed by authorized
representatives of both parties. Customer undeistands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general
product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products ot product
enhancements other than those contained on the Order Fonn. Customer has not relied on the availability of any future vetsion of the Software or Equipment identified on an
Order Form, nor any other future product in executing this Agreement.
(j) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subpaiagraph (c) (1) (ii) of the Rights in Technical Data and
Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restiicted Rights clause at FAR 52227-19, as
applicable. Manufacturer/distributor is Kronos Incorporated, 297 Billerica Road, Chelmsford, MA.
DATED:
CUSTOMER:
BY:
NAME:
illiam B. Horne II
T'T'-E: City Manager
ACCEPTED BY: KRONOS INC.
�Y: MARY LAV01E
' "�11TIALS:
�;;1_E: OM SPE I i
,,-�
Approved as to form:
L i
Leslie K. Dougall es
Assistant City Attor ey
Attest:
Rosemarie Call
City Clerk
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