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SOFTWARE LICENSE AGREEMENTEasy Vote SOFTWARE LICENSE AGREEMENT THIS AGREEMENT, ("Agreement") is made and entered into on the day December of , 2020 ("Effective Date"), by and between EasyVote Solutions Inc ("EasyVote") and City of Clearwater, Florida ( "Licensee"). Each of EasyVote and Licensee are hereinafter referred to as a "Party" or collectively as the "Parties". NOW, THEREFORE, in consideration of the Parties' mutual rights and responsibilities, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 1. LICENSED SOFTWARE 1.1. EasyVote hereby grants to Licensee, subject to the terms of this Agreement and the payment of any fees required by this Agreement, a non-exclusive right and license to access, execute, install, load, host, store, and make available for use by an unlimited number of candidates and political committees ("End Users") the Licensed Software (as defined herein) for the purpose of managing voting procedures and operations within the City of Clearwater, Florida (the "Jurisdiction"). The Licensed Software is a cloud -based electronic fling solution, which should bring efficiency and transparency to the administration, reporting, and public viewing of campaign disclosure reports. 1.2. Licensee may not (a) sell, rent, or sub -license the Licensed Software, (b) use the Licensed Software in the operation of a service bureau or time-sharing arrangement, or otherwise redistribute the Licensed Software to any other person or entity, (c) remove or alter any copyright or trademark notices on the Licensed Software or the user manuals, training materials, and other documentation or materials provided by EasyVote to Licensee related to the Licensed Software ("Documentation"), (d) use, maintain, store, copy or access the Licensed Software for the benefit of any jurisdiction or voting precinct other than the Jurisdiction, or (e) reverse engineer, decompile, or disassemble the executable form of the Licensed Software. 1.3. All right, title, and interest in and to the EasyVote Materials (hereinafter defined) is and shall be solely owned by EasyVote. For purposes of this Agreement, "EasyVote Materials" consists of (i) the Licensed Software, the source materials for the Licensed Software and all algorithms, architecture, documentation, know-how, methods, procedures, processes, trade secrets, and workflow; (ii) the Documentation; (iii) all intellectual property of EasyVote acquired, created, or otherwise owned by EasyVote throughout the world; and (iv) any derivative works, improvements, enhancements, or extensions of any of the foregoing. 1.4. EasyVote will provide online, email or telephonic support to Licensee for the Licensed Software as set forth in EasyVote's Documentation from time to time. Such support is at no additional charge and EasyVote makes no warranties or promises regarding such support. 2. COMPENSATION 2.1. COMPENSATION. For the initial term, Licensee will pay EasyVote an annual amount not to exceed two thousand five hundred dollars ($2,500) within thirty (30) days after Licensee's receipt of an invoice from EasyVote. If Licensee chooses to renew this Agreement, the Page 1 of 7 Easy Vote annual fee for the renewal term shall not exceed two thousand five hundred dollars ($2,500). An additional one time fee of $250 will be charged for an initial web install of the software. 2.2. LATE PAYMENTS. Amounts due under this Agreement are due within thirty (30) days of the Licensee's receipt of an invoice from EasyVote. Amounts not paid when due will bear interest at the rate of 1.5% per month (or the highest rate of interest permitted by law, whichever is lower). If any check provided by Licensee is dishonored for "insufficient funds" Licensee will pay EasyVote a fee of $35. 3. TERM AND TERMINATION 3.1. TERM The initial term of this Agreement shall be one (1) year commencing on the Effective Date ("Term"). Within sixty (60) days prior to expiration of the then -current Term, EasyVote shall send to Licensee an invoice for the annual fee for the subsequent year with notice of any changes to the annual fee. Subject to timely payment of the annual fee by Licensee in accordance with this Agreement, Licensee will continue to have a license to the Licensed Software in accordance with the terms and conditions set forth in this Agreement for annual periods until this Agreement is terminated. If, at the end of any Term, Licensee shall choose not to renew this Agreement, this Agreement shall be terminated at the end of such Term. References in this Agreement to "Term" shall include the initial term of this Agreement and all renewal terms. 3.2. TERMINATION. Neither Party may terminate this Agreement except in one of the following ways: i. Termination for Cause. Either Party may terminate this Agreement immediately if the other Party: a. voluntarily files a petition for bankruptcy or is the subject of an involuntary petition for bankruptcy that is not stayed or dismissed within thirty (30) days after fling; b. makes an assignment for the benefit of creditors; c. has a receiver imposed or appointed over all or substantially all of its assets, which appointment is not stayed or dismissed within thirty (30) days; d. assigns or transfers, either voluntarily or by operation of law, any or all of its rights or obligations under this Agreement without having obtained the prior written consent of the other Party; or e. breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days' written notice thereof from the non -breaching Party. ii. Termination Not for Cause. Either Party may terminate this Agreement if the other Party is not in breach of this Agreement by providing the other Party with written notice thereof at least sixty (60) days before the effective date of termination. 3.3. EFFECT OF TERMINATION. Upon termination of this Agreement for any cause or reason whatsoever, neither Party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 1.2, 1.3 and 2 through 7 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the Page 2 of 7 Easy �ote Parties shall each remain liable to the other for any indebtedness or other liability arising under this Agreement. 4. CONFIDENTIALITY AND NON -DISCLOSURE 4.1. Each Party (as applicable, the "Recipient") agrees to keep confidential, not disclose to any third party, publish, or disseminate any Confidential Information (as defined below) it receives from the other Party (as applicable, the "Discloser") to anyone other than those of such Recipient's employees and subcontractors with a need to know, or as may be required by legal process or applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, "Laws") including but not limited to Chapter 119, Florida Statutes, and the court decisions construing the same. Each Party agrees to accept the other Party's Confidential Information for the sole purpose of carrying out such Recipient's authorized activities under this Agreement. Each Party agrees not to make copies of the other Party's Confidential Information except to the extent permitted pursuant to this Agreement. Each Party agrees not to use the Confidential Information of the other Party for its own or any third party's benefit without the prior written approval of an authorized representative of the Discloser in each instance. "Confidential Information" means, with respect to the Discloser, any confidential and propriety information or data that is either (i) reduced to writing and marked with the legend "confidential" or "proprietary" or (ii) if communicated orally or stored electronically, is identified at the time of disclosure as being "confidential" or "proprietary" and summarized and confirmed in writing as such by the Discloser within ten (10) days of the disclosure. 4.2. Confidential Information shall not include information that (i) is or becomes publicly available by other than a breach of this Agreement; (ii) the Recipient can demonstrate to have had rightfully in its possession prior to disclosure by the Discloser; (iii) becomes known to or comes into possession of the Recipient from a third party that the Recipient reasonably believes is lawfully in the possession of such information and has a right to disclose it; or (iv) is developed by the Recipient independently of any disclosures previously made by the Discloser to the Recipient. In the event a Recipient is required to disclose the Discloser's Confidential Information in accordance with applicable Laws or by an order of a court of competent jurisdiction, administrative agency or governmental body, the Recipient must give reasonable notice to the Discloser of such order to enable the Discloser to make a reasonable effort to obtain a protective order or other confidential treatment for the Confidential Information. Such notice shall be provided prior to disclosure unless otherwise required by court order or applicable Laws. EasyVote acknowledges that, in the event of a public records request, Licensee may be limited in the amount of notice that it may be able to provide EasyVote prior to disclosure of records and agrees that the City of Clearwater City Attorney shall have the sole and absolute discretion to determine when public records must be released in order to comply with Chapter 119, Florida Statutes, and the court decisions construing same. By designating information as Confidential Information, EasyVote agrees to indemnify and hold harmless Licensee and Licensee's officers, employees, agents, elected and appointed officials and volunteers, for any award to a plaintiff for damages, costs and reasonable attorney's fees incurred by Licensee by reason of any legal action challenging EasyVote's claim. For purposes of this paragraph, notice may be given by facsimile Page 3 of 7 Easy �ote provided that notice is also sent by overnight courier the same day (or the next day on which overnight courier service is available.) 4.3. Each Party shall carry out its respective obligations using the same degree of care that it uses in protecting its own Confidential Information, but at least a reasonable degree of care. 4.4. EasyVote shall require as a condition of any subcontract that the subcontractor expressly acknowledges and agrees to be bound by similar confidentiality and nondisclosure obligations in favor of the Discloser. 4.5. Subject to applicable Laws, upon the expiration or termination of this Agreement, the Recipient shall return to the Discloser or certify in writing that it has destroyed or deleted all Confidential Information. 5. INSURANCE; LIABILITY 5.1. INSURANCE. EasyVote will purchase and maintain insurance as required by applicable Laws or the City of Clearwater Risk Management Department. 5.2. LIMITATION OF LIABILITY. Except as otherwise set forth in this Agreement, notwithstanding the foreseeability of any damages or losses, neither Party shall be liable to the other Party for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use in connection with this Agreement or any action or inaction relating hereto. 5.3. NO LICENSEE RESPONSIBILITY OR LIABILITY. Licensee, its officers, employees, agents, elected and appointed officials and volunteers, shall not be responsible or liable for any claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages, whether or not a lawsuit is filed, related to or arising out of (i) any End User's use of the Licensed Software or (ii) an allegation that the Licensed Software or any Documentation infringes a presently existing United States patent, copyright, trademark, trade secret, or other intellectual property right. 6. LIMITED WARRANTY 6.1. LIMITED WARRANTY. EasyVote represents and warrants that the Licensed Software will substantially conform to the published specifications for the Licensed Software as provided in the Documentation for ninety (90) days after the Effective Date. Licensee's sole and exclusive remedy, and EasyVote's sole obligation, for breach of the foregoing warranties shall be for EasyVote, at its option, to correct, repair or replace the copy of the Licensed Software. 6.2. WARRANTY EXCLUSIONS. The warranties provided in this Section will not apply to (i) Licensed Software that is modified by Licensee or its employees or agents (other than a modification authorized or approved by EasyVote), (ii) Licensed Software that is damaged after acceptance by Licensee by any cause other than a failure that results from a breach of warranty by EasyVote, or (iii) any failure of the Licensed Software to be compatible with any other systems or operating environment. 6.3. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, EASYVOTE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, Page 4 of 7 Easy Vote EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, INCLUDING, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND EASYVOTE HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD -PARTY SOFTWARE PROVIDED TO LICENSEE IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. EASYVOTE DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR - FREE. EASYVOTE CANNOT GUARANTEE THE INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EASYVOTE WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ANY LICENSEE SYSTEM. 7. GENERAL 7.1. AMENDMENT. The Agreement may only be amended, supplemented, modified, or canceled by a written instrument signed by both Parties. 7.2. ASSIGNMENT. Neither Licensee nor EasyVote may assign, sublet, or transfer any rights under or interest (including, but without limitation, monies that are due or may become due) under the Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated by applicable Laws. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 7.3. CONTROLLING LAW. This Agreement will be governed, interpreted, and construed in accordance with the laws of the State of Florida. Venue for any action arising out of or related to this Agreement brought in state court shall be in Pinellas County, Clearwater Division. Venue for any action arising out of or related to this Agreement brought in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in Clearwater or Pinellas County, in which case the action shall be brought in that division. The Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 7.4. ENTIRE AGREEMENT. The Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous written or oral understandings or agreements pertaining to the subject matter of this Agreement. 7.5. FORCE MAJEURE. Neither Party will be deemed to be in breach of this Agreement, or be entitled to damages or credits pursuant to this Agreement, for any failure or delay in performance caused by reasons beyond its control, which may include but are not limited to an act of God, war, civil disturbance, court order, labor dispute, failures or fluctuations in power, heat, interne, light, air conditioning or telecommunications equipment. Both Parties will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 90 days, either Party may cancel unperformed services upon written notice. This Section does not Page 5 of 7 Easy �ote excuse either Party's obligation to take reasonable steps to follow its normal disaster recovery procedures or obligation to pay for services rendered. 7.6. INDEPENDENT ENTITITES. The Parties are independent entities. Neither Party nor any consultant of either Party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose, and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other, solely as a result of anything contained in this Agreement. 7.7. NOTICES. Any notice required under the Agreement shall be made in writing, addressed to the appropriate party at its address, as indicated below, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. EasyVote EasyVote Solutions 6400 Head Rd. Wilmington NC 28409 Licensee City of Clearwater, Florida One Clearwater Tower, 6th Floor 600 Cleveland St Clearwater FL 33756 7.8. SEVERABILITY. Any provision or part of the Agreement held to be void or unenforceable under any Laws shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon the Parties, who agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 7.9. SUCCESSORS AND ASSIGNS. Licensee and EasyVote together with their respective partners, successors, executors, administrators and legal representatives are hereby bound to the other Party to the Agreement and to the partners, successors, executors, administrators and legal representatives (and said assigns) of such other Party, in respect of all covenants, agreements and obligations of the Agreement. 7.10. THIRD PARTY OBLIGATION. Nothing contained herein shall create any obligation or contractual relationship with any third party and there are no third party beneficiaries of this Agreement. 7.11. WAIVER. Non -enforcement of any provision by either Party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of the Agreement. 7.12. NON -APPROPRIATION. The obligations of Licensee as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential city services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the Licensee shall not be prohibited from pledging any legally Page 6 of 7 Easy �ote available non -ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of Licensee pursuant to this Agreement. 7.13. COMPLIANCE WITH LAWS. Notwithstanding those features and functions of the Licensed Software under the purview and control of Licensee, EasyVote shall comply, and shall keep the Licensed Software compliant, with all applicable Laws, including but not limited to Florida's Campaign Financing Law (i.e. Chapter 106, Florida Statutes) and Florida laws regarding public records (e.g. Chapter 119, Florida Statutes, and specifically Chapter 119.0701(2)(a) -(d)). In the event EasyVote receives a public records request pursuant to Chapter 119, Florida Statutes, EasyVote shall immediately notify the City of Clearwater City Clerk in writing. EasyVote shall obtain written approval from the City Clerk prior to releasing or disclosing public records and shall comply with the instructions of the City Clerk and all City policies and procedures regarding public records. IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the day and date first above written. EASYVOTE SOLUTIONS INC: By: e .oit h- Z7 Print: Charles Davis Title: CFO CITY OF CLEARWATER, FLORIDA By: �dYt.l2.2lc 1.,1-C. Print: 14:�c�r'rt Page 7 of 7