HomeMy WebLinkAboutContract 25729 TM
*09 EBMS Software License Agreement
Page 1 of 4
UNGERBOECK CITY SECRETARY A5�9Of
SYSTEMS,INC. CONTRACT NO.
This Software License Agreement between Ungerboeck Systems, Inc. (USI)and City of Fort Worth/Public Events
Department, Fort Worth. Texas (CLIENT), sets forth the terms and conditions under which USI will license to
CLIENT the use of software products(SOFTWARE)including:
a) the computer programs identified in Schedule A(in object code only unless source code is specifically listed)and
associated documentation,and
b) any revised and corrected versions(UPDATES)and enhanced and improved versions(UPGRADES)of programs
and documentation which USI makes available hereunder.
1. OWNERSHIP: CLIENT acknowledges that the SOFTWARE is the sole property of USI or its licensors, and the
CLIENT shall gain no right,title or interest in the SOFTWARE by virtue of this Agreement other than the non-
exclusive right of use granted herein.
2. LICENSE: In consideration of CLIENT's payment of the license fee specked in Schedule A and any maintenance
and support fees payable hereunder, USI grants to CLIENT a perpetual, non-transferable license on a computer
network for up to thirty-two(32) concurrent users of the SOFTWARE.
3. MAINTENANCE AND SUPPORT: (This item modified per Addendum attached)During the first ninety days after
installation, USI shall provide to CLIENT at no additional charge:
a) telephone support during the hours of 6:00 a.m.to 10:00 p.m. C.S.T. Monday through Friday except on holidays
observed by USI. Emergency beeper service available 24 hours per day, 7 days per week.
b) electronic customer support services, however, excluding the cost of long-distance communications charges,and
c) such UPDATES and UPGRADES as are generally released by USI to all customers holding a current
Maintenance and Support Agreement.
The SOFTWARE installation date is the date on which the SOFTWARE is first loaded on the licensed Computer.
After ninety days CLIENT shall be entitled to oontinue maintenance and support services upon payment to USI of an
annual maintenance fee of fifteen percent(15%)of the list license fee then charged to new customers for the then
current version of the products identified in Schedule A
This agreement does NOT include any licenses,training, installation, maintenance and ongoing support of integrated
third-party products(including Microsoft Windows, SQL Server, Sybase SQL, InfoMaker, Drafix CAD, Asymmetrix
ToolBook,Wordperfect, Microsoft Word, etc.)unless specifically defined in the Agreement
If CLIENT allows maintenance to lapse, it may thereafter renew maintenance by paying USI the then current
maintenance fees plus a reinstatement fee equal to the omitted maintenance fees plus compound interest of fifteen
(15)percent per annum.
3.1 Any SOFTWARE modifications or enhancements performed by USI specifically on behalf of the CLIENT,
whether paid for by CLIENT or not remain the property of USI and may at USI sole discretion be incorporated into or
withheld from the software generally made available to USI's other clients.
4. SERVICES EXCLUDED: This agreement covers only the right to use the SOFTWARE. Any related services
(including installation,training, implementation assistance, custom programming,and integration of updates and
upgrades)may be procured by separate contract with USI.
5. CONFIDENTIALITY: (This item modified per Addendum attached)CLIENT acknowledges that the information
contained in the SOFTWARE is confidential and contains trade secrets and proprietary data belonging to USI or
USI's licensor(s). Therefore, CLIENT shall implement all reasonable measures necessary to safeguard USI's
ownership and confidentiality of the SOFTWARE, including without limitation
Americas 87 Hubble Rd,St Charles,M0 63304,USA Tel (800)400-4052 Fax (636)537-3720 E-mail marketing @ungerboeck com Website er oe r com
Asia-Pac Bay 16,Locomobve Workshop,Australian Techrwlogy Park,Eveleigh,NSW 1430,Australia Tel 612 9209 4870 Fax.61 2 9209 4871 E{nail.a I� YA�ck j J
Europe Devron IS Ltd.,Nova Building Herschel Street,Slough SL1 1XS,UK Tel 44(0)1753-701 014 Fax 44(0)1753-701 001 E-mail rodger @devron.net W66 t Wn i!rto . N
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EBMS Software License Agreement (contra)
Page 2 of 4
a) to allow its employees and third parties access to the SOFTWARE only to the extent necessary to permit the
performance of their services to CLIENT and to require that they agree to comply with the provisions of this Section 5,
b) not to permit the removal or alteration of any copyright or confidentiality labels or notices contained in the
SOFTWARE,
c) not to disassemble or reverse engineer the SOFTWARE,
d) and not to duplicate or reproduce the SOFTWARE, except that CLIENT may make reasonable backup copies for
backup and recovery purposes.
6. WARRANTY: (This item modfed per Addendum attached)USI warrants to CLIENT for twelve(12)months from
the date of software installation that the SOFTWARE shall function substantially in accordance with the related user
documentation provided by USI.
USI's sole obligation in respect of a breach of the foregoing warranty shall be to modify or replace the SOFTWARE
so as to correct the defective performance.
USI also warrants that it does not nor does its licensor(s)violate any US copyrights or patents.
CLIENT shall give USI prompt written notice of any claims by third parties under the foregoing warranties. USI shall
have sole control and bear the entire cost of the defense of any infringement claim and any negotiations for the
settlement thereof.
Neither of the foregoing warranties shall apply in the event that any alleged infringement or defect derives from a
combination of the SOFTWARE with any program, equipment or device not supplied or recommended by USI in the
case of a modification or customization of the SOFTWARE by or on behalf of CLIENT,or in the event of CLIENT's
failure to install promptly any updates or upgrades provided by USI under this agreement.
7. DISCLAIMER OF OTHER WARRANTIES: Except as provided in Section 6,all warranties, conditions,
representations and guarantees whether expressed or implied, are hereby excluded, superseded and disclaimed.
8. REMEDY LIMITATIONS: (This item modified per Addendum attached)In no event shall USI be liable for any
consequential, indirect or special damages, except only in the case of personal injury where and to the extent
applicable law imposes such liability.
USI's liability for damages shall in any event be limited to the aggregate license and maintenance fees received by
USI from CLIENT under this agreement.
9. ESCROW: (This item modified per Addendum attached)Upon CLIENT's request, USI will issue source code of
EBMS software to a software escrow agent selected by CLIENT and approved by USI. This source code may be
updated up to twice per year at CLIENT's request. All cost of the escrow arrangement must be borne by CLIENT.
The source code may be used by CLIENT only if USI discontinues the ongoing support of software. In that event,
CLIENT may acquire a perpetual, non-exclusive license by paying to USI an amount equal to 25%of the initial
license fees set out in Schedule A of the Software License Agreement to use the source code for the purpose of
maintaining, supporting and modifying the software for its internal uses only.
10. TERMINATION: USI shall have the right to terminate this agreement for cause upon thirty(30)calendar days
written notice if CLIENT breaches any of its obligations under this agreement. CLIENT shall have the above thirty
(30)days to cure the breach to the satisfaction of this Agreement. Otherwise, CLIENT shall, upon the effective date
of such notice or upon ceasing to use the SOFTWARE,whichever is earlier, immediately purge all SOFTWARE from
the licensed computer and all other computer systems, storage media and other files, return to USI any copies of the
SOFTWARE,and certify to USI in writing that it has complied with the foregoing obligations and has not provided
total or partial copies of the SOFTWARE to any third party.
Americas 87 Hubble Rd.,St Charles,MO 63304,USA Tel (800)400-4051 Fax (636)537-3720 E-mail marketing @ungerboeck.com Website i anw erlrpolaio :,irii''r
Asia-Pac Bay 16,Locomotive Workshop,Australian Technology Park,Eveleigh,NSW 1430,Australia Tel 612 9209 4870 Fax 612 9209 4871 E-mail as 6I�I4eY�oaCklbul�+
Europe Devron IS Ltd.,Nova Building Herschel Street,Slough SL1 1XS,UK Tel: 44(0)1753-701 014 Fax 44(0)1753-701 001 E-mail rodger @devronnet We
EBMS Software License Agreement (cont�a)
Page 3 of 4
The expiration or termination of this agreement for any reason shall not extinguish or diminish CLIENT's obligation
under Section 5 to maintain the confidentiality of the SOFTWARE, which obligation is continuing and shall survive
termination of this agreement.
11. ASSIGNMENT.- This agreement is personal to CLIENT and neither this agreement nor any of CLIENT's rights or
duties hereunder shall be assigned, sutAicensed, sold or otherwise transferred by CLIENT, including to any
successor-in-interest to CLIENT's rights in the Licensed Computer,without USI's prior written consent,which shall
not be unreasonably withheld.
12. GOVERNING LAW: (This item modified per Addendum attached)This agreement shall be governed by and
interpreted in accordance with the laws of the state of Missouri.
13. PAYMENT: CLIENT shall pay the license fee specified in Schedule A in accordance with the payment terms in
Schedule B.
14. EFFECTIVE DATE: This agreement shall be in effect on the date that it is signed by an officer of USI after it has
first been duly signed by an authorized representative of CLIENT.
15. TRAVEL EXPENSES: (This item modified per Addendum attached) All reasonable travel related expenses
including air fare, hotel, meals,taxi,telephone, etc. incurred by USI on the behalf of CLIENT shall be reimbursed by
CLIENT within ten(10)days after USI submits a written statement of actual expenses incurred. Travel expenses
specifically include USI's time spent traveling during normal business hours.
16. ADVERTISEMENT: CLIENT authorizes USI to reference CLIENT's name and business association in published
advertisement and public discussions as appropriate. USI agrees not to divulge CLIENT's proprietary information,
trade secrets, or related data.
17. MISCELLANEOUS: (This item modified perAddendum attached)Neither CLIENT nor USI shall disclose the
terms and conditions of this agreement to third parties, (except CLIENT's auditors or third parties whose review is
mandated by law)without prior written authorization from the other party.
All notices or writings required to be given pursuant hereto shall be deemed given,when
actually delivered to an officer of the receiving party.
In the event that a court of competent jurisdiction holds that a particular provision or requirement of the agreement is
in violation of any applicable law, each such provision or requirement shall be enforced only to the extent is not in
violation of such law or is not otherwise unenforceable, and all other provisions and requirements of this agreement
shall remain in full force and effect.
No amendment to this agreement or waiver of any rights hereunder shall be effective unless in writing and signed by
the party against whom enforcement is sought.
This agreement contains the entire agreement and understanding of the parties as to the subject matter hereof and
merges and supersedes all prior discussions and agreements with respect thereto.
,T�°.;
Americas 87 Hubble Rd,St Charles,MO 63304,USA Tel (8001400-4052 Fax (636)537-3720 E-mail marketing @ungerboeck com Website www ungerboeck com
Asia-Pac Bay 16,Locomotive Workshop,Australian Technology Park,Eveleigh,NSW 1430,Australia Tel 612 9209 4870 Fax 612 9209 4871 E-mail asiapacihc @ungerboeck com
Europe Devron IS Ltd,Nova Building Herschel Street,Slough SL 1 1 XS,UK Tel 44(0)1153-701 014 Fax: 44(0)1753-701 001 E-mail rodger @devron.nel Website www devron.net is«s-
EBMS Software License Agreement (cont'a)
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SCHEDULE A: Software Modules, Initial License Fees and First Annual Maintenance Fees for up to 32
Concurrent Users.
Accounts Receivable 5,700
Contract Administration 5,500
Event Accounting&Analysis 7,100
Event Management&Coordination 15,200
Event Sales&Marketing 8,000
Facility Booking 7,100
Facility Maintenance 7,100
InfoMaker Query&Reporting(1st Developer) 1,500
Integrated Imaging 7,100
Inventory Management 5,700
System Access Manager(required) 4.400
List Value(for maintenance purposes) 74.400
System Pack Price 42,900
SCHEDULE B: Payment Terms
50%of license fee upon execution of this license agreement. ($21,450)
50%of license fee within 10 days of software installation date. ($21,450)
100%of prepaid services pack upon execution of this agreement or prior to any services rendered. ($30,000)
First Annual Maintenance&Support fee is due 90(ninety)days after software installation date. ($11,160)
Additional Consulting and Training,as well as related expenses, invoiced as incurred.
CLIENT agrees that it has read this agreement, understands it,and agrees to be bound by it. Further, CLIENT and
USI agree that this agreement is the complete statement of terms and conditions of the license granted hereunder to
CLIENT.
CLI N USI: i
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uthorized Signature Authorized Signature
on; K1°- �a pm m pk_ Dieter K. Uncerboeck
Typed or Printed Name Typed or Printed Name
1-lS� SfctY ft (� (Lt�I r I�LICc President
Title I r rI(�
Title IISUJ'�U/n GRNO)LD
Date Date
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Addendum to
UNGERSOECK Software License Agreement
SYSTEMS,INC.
Page 1 of 2
This Addendum dated shall attach to the Software License Agreement dated
between Ungerboeck Systems, Inc. (USI)and City of Fort Worth/Public
Events Department, Fort Worth, Texas (CLIENT). All other terms and conditions apply.
ttem 3 MAINTENANCE AND SUPPORT:
Add Modification prior to 3.1:
CLIENT has the right to terminate annual maintenance and support agreement Any prepaid fees will be forfeited.
The termination of this annual maintenance shall not extinguish or diminish CLIENTS obligation under Section 5 of
the Software License Agreement to maintain the confidentiality of the SOFTWARE, which obligation is continuing and
shall survive.
ttem 5 CONFIDENTIALITY:
First sentence shall be modified:
CLIENT acknowledges that the information contained in the SOFTWARE is confidential and contains trade secrets
and proprietary data belonging to USI or USI's licensor(s). Therefore, subject to applicable law, CLIENT shall
implement all reasonable measures necessary to safeguard USI's ownership and confidentiality of the SOFTWARE,
including without limitation:
Item 6,WARRANTY:
Entire section to be replaced:
USI warrants to CLIENT for twelve(12)months from the date of software installation that the SOFTWARE shall
function substantially in accordance with the related user documentation provided by USI.
USI's sole obligation in respect of a breach of the foregoing warranty shall be to immediately modify or replace
critically effected SOFTWARE so as to correct the defective performance.
USI also warrants that it does not, nor does its licensors)violate any US copyrights or patents.
CLIENT shall give USI prompt written notice of any claims by third parties under the foregoing warranties. USI shall
have sole control and bear the entire cost of the defense of any infringement claim and any negotiations for the
settlement thereof, and any damages that CLIENT may accrue on account of such action.
Neither of the foregoing warranties shall apply in the event that any alleged infringement or defect is directly caused
by a combination of the SOFTWARE with any program, equipment or device not supplied or recommended by USI in
the case of a modification or customization of the SOFTWARE by or on behalf of CLIENT, or in the event of
CLIENTS failure to install promptly any updates or upgrades provided by USI under this agreement.
Item 8, REMEDY LIMITATIONS:
Second paragraph shall be modified:
Except for direct damages(i)based on a violation of any US copyrights or patents or(ii)for personal injury, including
death, or property damages caused by the negligent acts or omissions or international misconduct of USI,its officers,
agents, servants, employees, contractors or subcontractors, USI's liability for damages shall in any event be limited to
the aggregate license and maintenance fees received by USI from CLIENT under this agreement_
Americas 87 Hubble Rd,St Charles,MO 63304,USA Tel (800)400-4052 Fax.(636)537-3720 E-mail markebrg @ungerboeck.com Website wwr�.unglxo
Asia-Pac Bay 16,Locomotive Workshop,Australian Technology Park,Eveleigh,NSW 1430,Australia Tel 612 9209 4870 Fax 612 9209 4871 Email asi c aksgrn
Europe:Devron IS Ltd.Nova Buldina Herschel Street.Slouah SL1 1 XS.UN Td: 44(011753-701 014 Fax 441011753-701 001 E-mail mclaer®devron.net Wf bsite';'#? rpn,oeC '
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Addendum to
UNCERSOECK Software License Agreement
SYSTEMS,INC.
Page 2 of 2
Item 9. ESCROW:
First paragraph shall be modified:
Upon CLIENT's request, USI will issue source code of EBMS software and all supporting documentation to a
software escrow agent selected by CLIENT and approved by USI. This source code may be updated at CLIENT's
request in conjunction with USI's formal major release schedule. Currently, software releases are scheduled two
times per year. All cost of the escrow arrangement must be borne by CLIENT.
Item 12. GOVERNING LAW:
Entire section shall be modified:
This agreement shall be governed by and interpreted in accordance with the laws of the state of Texas. Venue for
any action arising under the terms and conditions of this agreement shall in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas, Fort Worth Division.
Item 15. TRAVEL EXPENSES:
Entire section shall be modified:
Subsequent to CLIENTs written request for travel, all reasonable travel related expenses including air fare, hotel,
meals,tab,telephone, etc. incurred by USI on the behalf of CLIENT shall be reimbursed by CLIENT within ten (10)
days after USI submits a written statement of actual expenses incurred.Travel expenses specifically include USI's
time spent traveling during normal business hours. Expenses will be mutually agreed upon between CLIENT and
USI.
Item 17. MISCELLANEOUS
First paragraph regarding disclosure of terms and conditions shall be deleted in its entirety due to Open Records Act.
All notices or amend nts hereunder shall not be effective unless in writing and signed by both parties.
F r LIENT
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Auth " ed Signature Authorized Signature
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Date Date
APHOVED AS TO FORM AND LEGALITY: ATTESTE
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Americas 87 Hubble Rd,St Charles,MO 63304,USA TO (800)400-4052 Fax (636)537-3720 E-mail markebng @ungerboeck coin Website www ungerboeck com
Asia-Pac Bay 16,Locomotive Workshop,Australian Technology Park,Eveleigh,NSW 1430,Australia Tel 612 9209 4870 Fax 612 9209 4871 E-mail asiapacific @ungerboeck corn
Eurooe Devron IS Ltd..Nova Buildina Herschel Street.Slouah SL1 1XS UK Tel. 44 101 1753-701 014 Fax 441011753"701 001 E-mail rodaer®devron net Website www.devron.net _s