HomeMy WebLinkAboutContract 46630 CITY SECRETARY
CONTRACT NO.
FORTWORTH.
April 15,2015
Ann Heidger
Account Manager,Thomson C9mpuMark
22 Thomson Place-30`f3
Boston,MA 02210
via electronic mall: ann.heidger@thomsonreuters.com
g: Compumark.us@thomsonmuters.corrt
Re: Fort Worth Police Patch—U.S.Design Search Order
Dear Ms.Heidger,
This letter sets forth the agreement between The City of Fort Worth, Texas (the "City') and
Thomson CompuMark whereby in accordance with the attached exhibits,the City hereby places
an order for the purchase of the U.S. Design Search at the quoted price of$615.00 (further
described in the attached Exhibit A) for the attached design, entitled Fort Worth Police Patch
(Exhibit B), which the City intends to file for Federal Trademark protection under class 045—
police and civil protection services.
Pursuant to the City's negotiations with you,to the extent permitted by law,the City agrees to all
provisions of the attached Thomson CompuMark General Terms and Conditions(v3.2)(US Law
English Language) with the omission of provisions 6.1.2 and 6.2 and the amendment of
provision 12.10 to reflect a choice of Texas law(Exhibit Q. Exhibits A,B,and C are attached
hereto and incorporated into this letter agreement.
Please note that as a municipality, the City is a tax-exempt organization, and therefore no taxes
should be incurred or assessed as part of this transaction.
Please address any invoice for payment to:
M City of Fort Worth
M AM:Tracey McVay,City Attorney's Office
< 1000 Throckmorton Street
vm Fort Worth,TX 76102
n Tel:817-392-7600
Fax:817-392-8359 OFFICIAL RECORD
IND CITY SECRETARY
FT.WORTH,TX
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth * 1000 Throckmorton Street*Fort Worth,Taxes 76102
817-392-7600*Fax 817-392-8359
Please confirm receipt and acceptance of this order by countersignature of an authorized
representative of Thomson CompuMark below and returning the signed document to the fax
listed above.
If you have any questions or concerns regarding this order, please contact Maleshia Farmer,
Senior Assistant City Attorney via telephone at 817-392-7887,via fax at 817-392-8359,or via e-
mail at Maleshia.Farmer@fortworthtexas.gov
City of Fort Worth Thomson Compumark:
By: ~� By: � --
Fernando Costa Name:
Assistant City Manager Title: Ya
Date: 1".rAf r— Date: Q1x2 -
Approved as to Form and Legality: Attest: VoRi
�i
B By:
s
Maleshia er Mary J. v a o�
Senior Assistant City Attorney City Sedretary
Vg 8
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NO M&C REQUIRED
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
OFFICE OF THE C1TY ATTORNEY
The City of Fort Worth * 1000 Throcknwrton Street*Fort Worth,Tem 76102
817-392-7600*Fax 817-392-8359
U.S. DESIGN SEARCH Exhibit"A"
Determine the availability of your design trademark or logo In the U.S.We search your design,trademark or logo against
visually similar marks In our database of USPTO design mark applications and registrations.Our proprietary,enhanced design
coding enables our analysts to deliver more precise,accurate and relevant Image results.
Features
Our U.S.Design Search provides the comprehensive Information you need to:
•Avoid Infringement of existing trademarks/logos
•Support trademark litigation by identifying design marks that advance your client's position
•Assess whether your mark Is clear for use and/or registration i
•Assess the strength of a design mark for acquisition or licensing purposes !I
Using our own proprietary database of U.S.Federal(USPTO)design trademark applications and registrations,we cite Identical
and closely similar design trademarks,In the goods and services classes you specify.
We go beyond the USPTO coding process and add supplemental design code categories to Identify the most relevant results.
Our designs database Is updated daily for the most-up-to-date results.Our experienced analysts review your search results to
select the most relevant citations,saving you time.
Pricing
Class 3 Dar Next Day Some Day 4 Hour
...................................................................................................................................................................................
One class $615 $985 $1,335 $1,630
�jK ....................-.................._�85..................�,3�................�/885................5��..............
Two
..Three classes......................................51.135................�;745..................�435...............�/0�.............
..4-9 classes..........................................51,325...............$2,050.................5845...,...........53,525....................
(related class/Industry)
..10-20 classes.....................................1640..............$2,510...............$3,370...,..........$4,250...........,.
(related class/Industry)
.• ........................................... ............... .............. ............. ..,.....
All classes52,03553,075 $4,250 $5,485
....
•If U.S.Futl Search and U.S.Design Search are ordered simultaneousty than a 10%discount WE be applkd.
WEB COMMON LAW DESIGN SEARCH
Locates Identical and confusingly similar logos and designs on the web.Our Web Common Law Design Search provides
In-depth coverage of Image search engines and other web sources to deliver the relevant results you need to assess
potential conflicts.
Pricing
.Ptoduce...................... ..
.........................BID"................ NWD" Sun Day....... 4!:!0'x.............. OFFICIAL RECORD
. . ...... ..... ......
web common Law $450 $630 $910 $1,175 CITY SECRETARY
Design Search
FT. WORTH, TX
Visit us online trademarks.thomsonreuters.com
Emalt-•compumarLus0homsonreuters.com
Phone:(800)692-8833 8 SEARCHING-FULL SEARCH
Exhlblt"B"
Fort Worth Police Patch
Description:The mark consists of a badge containing two concentric shields interlocking with a stylized
star.The outer shield contains the word"POLICE"and the inner shield contains the words"FORT
WORTH TEXAS." A stylized steer lies at the center of the badge.
Class of Use:045—police and civil protection services
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
OFFICE OF THE CITY ATTORNEY
The City of Fort Worth *1000 Throckmorton Street*Fort Worth,Texas 76102
817-392-7600*Fax 817-392-8359
1p
THOMSON REUTERS
Exhibit"C"
INTELLECTUAL PROPERTY 6 SCIENCE
THOMSON COMPUMARK TERMS AND CONDITIONS(v&2)(US law English Language)
1 DEFINITIONS AND INTERPRETATION 'End Dab'means the End Date specified In the Cover Sheat;
1.1 In this Agreement, the Wowing capUked terms have the 'End User•means an autlwrbed and user of the Products
fallowing meanings: and Service within the scope of on license specified In tie
'ANlllab'means In relation to any Party,any Pam that fiom Cover Shoot
time to time,directly or Indirectly Controls,In Controlled by,or 'Fees'means the fees payable by Client as set out In the
Is under common Control with that Party,or that Is a successor oppli able Cover Sheat or, where specified In the Cover
(i Wing,wiMwut Mritsticrr,by charge of aero,dissolution. Sirest,the Transactional Pi as at out In time them current
merger,consolidation reorganization,sob or other deposition) Product Guide;
to any such Person or Its business and @seat and In relation 'Intellectual
to TR Iricludear Thomson Roulars llactual ProRights manna all patent Copyright
or entitles that tam pure to time Msec the Pearn comPsny or design fit. database daft trademarks, service marks,
paced oompaNes of cry of tin Thomson Reuters group Of trade secret,rights In know-how acrd Confidential IrNomatlorh,
companies(each a'Thomem Reuters Parent CompW and knege rights,moral rights or similar personal rights and any
M to respective direct or Indirect subsidiaries of any other kmbAectual property rights (mMW*W registered or
Thomson Reuters Parent Company; unregistered)and ani applications for the same,anywhere In
the-add;
'Authorized Afflilat'means any Affiliate of Client listed in •inillai Tam' means the Initial lerrmn for On prevision of a
by applicable Cover ctset and Services
c s and Own agreeme t Product or Service,ti ad cut In the applicable Cover Sheaf,
by Client m use Product and Services under the Agreement why etaA start ad and on the dates spedied In hiss Cover
'Agreement' means @ase Tem and Corditions together Shoot
with the applicable Cover Shoot' *Login Details'"won the unktus user name and password
"Calms" means all damages, claims, suit, actions, used by any End lbw to access a Product or Santos es
Judgments and cost and expenses whatsoever. Including requksd by Thomson CompulAork b validate access and
reasonable legal fess and costs abkg cut of any other details concerting access to the Product or Service and
prooesdrgs,clalmt,dlsputes or actions(whother threatened Its login process. Login Details shall to considered Thomson
or cornmencedr; CormquuMark'a Comiderhtiai Intoeneticn;
'Cllene means to Person Identilled as the Client In the Cover "Party'means a party to the Agreement
Sheet and any successor In Interest to such Paso►(Including, "Person": nears any corporation, company, Jolt venture,
without lknfiaft% by charge of rams, dlsscihrdon, .
eonsoiklatlon reorganization,sat or other depoaMlon); group, limited Nabli ty company. govermmardol may.
unirmPnnbd association.Inst,association or other entity or
'Client Information*.means any trademark,gooddsevkes, Individual;
Property. We or similar Irformetion provided by Client
oormection with any order for Products Services; b 'Produce means product provided by Thomson CcffwMek
Including but rat limited to.the onikhe products provided via
'ConfFdeMid Information' means m ON idormatlon of a the SERION ad SAEGIS pladorms (ag. SAEGIS Cullom
confidential nature concerning the Mads secrets or business Search).Bns y Online,Domain Management System as well
dealings, pricing, plena, procedures, products, services or as any documentation and any Content provided In comerticn
strategies of a Party,Its ARNbtes and third parties to wtom with any Product or Service,details of which we Included In
that Party owes a duty of confidence; M any docrrrent or the applicable Comm Sheet adfor, where indlooted In the
Information designated as ooMdeilsl;and(IN)any information Cover Sheet,In the Product Guide;
which by Its nature the recipient aught reasonably to conclude
Is conlIderdlal Ir fomnstion, In of cases whether ahaypted or 'Product Guider means the annual puWbatlon of Thomson
not and Includnp al copies of the above on any media; CompuM a Products and Services,as amended Mom tine
to lime by notice an the VVetx b(also referred to In same
'Conbne means the trademark, copyright, danain creme MWd:dm as the Rate Guide, TWO Guide or the Rats,
wWw company name ad army rebid datathat Is oontalned Products,Services Guider;
will*%or provided alongside,a Product or Service; 'Renewal Term' means tie fbad renewal tern for the
'Control' and Its derivatives means the ultimate power to provision of any Product or Service beyond the Initial Tem,
dreot or cause the direction of the management or policies of which shall be twelve(12)merle urieas otherwiseset out on
an entity,whether t rauplh On ownership of voting semskles, On Cover Sheet for that Product or Service;
by contract or otherwise; 'Servbas'mean services
provided by Thornton CarmmpuMak
"Counsel"mews an attorney,lawyer.law Mn or Mademadc Indudng, but not Milled to, saeahig, search and waldm
Counsel We min by Thomson CompuMerk in a Jurisdiction of servi)es,M use searches.I f M- II, of legal owvk m4 reports.
Interest to Client document retrieval services and o y maintenance. support,
'Cover Sheet' neons a Dover sheet ander carikrrhetlon tmkmkg or cormA noy services,details of which are Included
In the applicable Cover Sheat andfor,where Wooled In the
online order farm or such other document executed or Cover Sheet,In the Product Guide;
otherwise agreed to by Client (whether In writing or
electronically) whidh details Products and Services to be 'Subscription Datbssar means any Thomson Compu Mark
supplied by Thomson ComptrMaric to dont and Inoapotabs database to which Client subscribes as eel out In the Cover
these Terms end Condtsons by relle- ce Sheat
'Effective Deb'mars On dale on which the Cover Sheet Is 'Tema'mews,In relation to a Product or Service, the Initial
approved by On Client Tenn bpeter with any Rermwel Tem(s);
IP lit Science-Thomson Comp<ulilark Genarai Tarry and Cord lme(v&2)(US Law English Language)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
'Thomson CompuMark' or "M means the Thomson 3.4 Witihout p*WIcs to its other rights and r•emedles,either Party
Reuters entity so Identified In the Cover Sheet; may terminale the Agreement with immediate affect by written
"Trade Controls Lowe sears the export controls and notice b the other Party (without the need to sand a prior
economic sanctions laws of any Jurisdiction,including those of withouformalt
demand teller, wfih m prior Court authorization end
the United Stabs of Amerka and the European Union and Its other P obligation b pay compensation of th A or mentanderni d either
H the
other Party Is M material breach of the Agreement and either(q ;
Member States. that breach Is Incapable of remedy within thirty(30)days of the i
'Trademark Spodallsr means an attorney or a low firm or dab of am notice,or the Party In breach has failed to rornsdy
trademark specialist or consultant engaged primarily In the the breach within thirty(30)days after receiving written notice f
practice of low or trademark consul by the non-breaohimp Party requesting that the breaching Panty
remed'Transactional Prices' means Ore transactional for compo such breach; m be other u P� ansae intoe +
Products and Services pry composition with Its a QIQ a court order ts made for the
published in the then-current Product wirxArrp rip of the other party; (Iv) an effective moolu lon is
Guide. Transactional Prices are subject to change and do not pasted for the winding up of the company(other than for the
Include any discounts or taxes which may apply;and purposes of ernalgamatian or reconstructlon); M the other
party has a recalver, manager, admkhbtrative receiver or i
"Usage Cap"shall mean the'Usage Capp'(or alternatively the adminhtrator appointed In reaped of it;or(vQ the other party is ;
"Subscription Use Limit)act out In the Cover Sheet. unable to pay that debts as they fell due or its assets are worth
1.2 in the event of any confYa between the Cover Sheet and these bas than its liabilities on a balance sheet basis.
Terms and Conditions, the Cover Sheet shall prevail unless
of hewlse agreed by the parties. 3.5 Thomson CompuMark may bmtnab the Agreement, or the j
provision of any particular Product or Service(q with immediate +
2 PROVISION OF PRODUCTS AND SERVICES etfixt H any Person which Is e competitor of Thomson
21 With effect from the Effective Date,TR vain provide lista Products CompuMark soqutes Control of Client,or Qq when Thomson {
b and/or shall procure the performance of the Services for CompuMark ra rlc ceases general provision of o Product or reasoServinable
Client in accordance with and subject to the provisions of the In this regard,Thomson CampuMark ahefi use e9 reasonable
Agreement but tubjset b any provisions in the Cover Sheat ehdeavoun b Inform the Client In a ti nely manner off Its
decision to Coosa general provision of a Product or Service.
2.2 Client shell at ail times tt
2.2.1 TR in ■ timally manner with Information, 3.8 UPON TERMINATION R THE AGREEMENT OR THE
Paha �4 PROVI310N OF ANY PRODUCT OR SERVICE UNDER
epeafka ons or Instrualons of sufficient detall,accuracy CLAUSE 3.4 AND 3.6 WHERE SUCH PRODUCT OR
and completeness as reasonably required by TR;and SERVICE IS PROVIDED ON A SUBSCRIPTION BASIS IF
2.22 use all reasonable efforts to perform any additional CLIENT HAS PRE-PAID ANY FEES FOR THE RECEIPT OF A
obligations specified in the Cover Sheet In a timely TERMINATED PRODUCT OR SER%nCE iN RESPECT OF
manner. ANY PERIOD FOLLOWING THE TERMINATION DATE,
THOMSON COMPUMARICS SOLE LIABILITY TO CLIENT IN
2.3 IMwe any Client Information is the sub)eot of any Product or RESPECT OF SUCH TERMINATION SWILL BE TO REFUND
Service,such Product or Service shall be provided and be valid THE FEES ALLOCABLE TO THE PROVISION OF THAT
only In reaped of the particular Client Irdarnrelion provided by PRODUCT OR SERVICE FOR THE PERIOD FOLLOWING
Client b TR. If any Client Information that Is the subjrrd of any TERMINATION.
Product or Service changes in any way and the Client mqutes
the Product or Service to be provided in relation to such 3.7 Upon tornlnation or expiry of this Agreement fa any reason or
changed Client Information, the Client shall onion a new the date on which a Product or Service is discontinued
Product or Service in rdallm to such changed Client pumusm to clause 3.5,Client"I immediately cease access
Infornatlon. to and use of ell of Thomson CompuMark's Confidential
24 Clients rights of use of the Products, Services and Content Information and Gent's loense to access Products wll
brtnln
shall be copped at the usage Cep est out In the Cover Sheet(H save that Clef is entitled b recon�t of Contest
any) provideedd that
hat R has been obtained and continues to be used
within the knits proscribed at dauae 10.
3 TERM AND TERMINATION
3.8 Clauses 3, 4, 6, 8, 8, 10, and 12 will survive termination or
31 The Agreement wall commence on the Effective Dote and
except where a Tern Is indicated an the Cove Sheet)will of the Agreement for any reason,or a for with any
(except
(unless lawful terminated) will all Services have this Agreement.necessary for the interpretation Or enforcement O<
been performed and the Products have been provided and the Itis AgroenanL
Client has paid the Fess due M reaped of time Products and 3.9 Twmihation of the Agreement or of the provision of a Product
Services('Non Fixed Tones Contracts'. or Service will not effect any tights soauad at the dale of
3.2 For those Products and Services that are provided for a find termination.
mininun Tern,the Agreement will expire at the and of that 4 WARRANTIES
Tam,am where the Cover Shah specifies that the Product or
Service is suNed to a Renewal Tern In~case efifwt Party 4.1 Thomson CompuMark warrants that it has the right b grant all
may terrnirwte such Product or Service by Oft b the other licences granted by Thomson CompuMark to the Cies uncle
not lees Chen sully (30) days' written rnotics ('Tarminallon the Agreement.
Notice")before the and of the expiry of the Tenn then In farce
('Expiry Data"),falling which the Agreement shat continue for 4.2 Thomson CompuMark warrants that it shell ruse commerciallythe Renewal Term automatically(''Fixed Tenn Contracts"). reasonable endeavours to provkle the Products and Services in
3.3 For Fixed Term Contracts, TR may very the tarrms of the accordance with ixkretry standards wing personnel having
Agreement for a Renewal Tern subject,to tint providing the Wowledge appropriate atdits aons000rd s, qualifications and
Client with written notice of such variation at least forty five(45) ftrmanviedge and subeteuttlaly lip accordance vwlfim the Cover
Shed.days prior to the Expiry Data of the than current term. The
Agreement shall continue as varied into the Renewal Tem 4.3 H Client notifies Thomson CompuMerk within thirty(30)days of
unless wildly terminated In accordance with clause 3.2 above. delivery of the deliverables suppled in connection with the
Products anchor Services odor this Agreement
IP li Science-Thomson CompuMark General Telma and Conditions(4.2)(US Law English Language) OFFIMf hECORD
CITY SECRETARY
F. WORTH TX
of any talars by Thomson Cornp jwk to comply with the 6.8 NEITHER PARTY WILL BE LIABLE IN CONTRACT, TORT
firms of the warnrKy at dam 4.2 above, Thomson (INCLUDING NEGLIGENCE)OR OTHERWISE FOR
CompuAAak shall ua oommordsly reaonable alb As to w8 6.1L088 OF PROFITS, BUSINESS, OPPORTUNITY,
P011611 the Services andlor Correct the deliverabia (as REPUTATION OR BUSINESS,
ANTICIPATED SAVINGS
the Seappk@rvices
If Thomto correct
Car�llerk l salmis to reperform (EXCEPT M RELATION TO CLIENTS OBLIGATION
Urs Services a b Correct the delhrerabia within•reasonable
period of time,Thomson CompuMork shall promptly refund to TO PAY THE FEES):
Clea any Feer paid In advance for the applicable Products or 8.8.2CORRUPTION,ALTERATION,DAMAGE,LOSS OR
Service and TR,at Its Colon,may Immediately terminate the MISTRANSMSSION (AS APPLICABLE) OF
Agreemert THE LIMITED REMEDY SET FORTH IN THIS CLIENTS OR ANY THIRD PARTY'S DATA,
CLAUSE 4.3 SHALL BE CLIENT'S SOLE AND EXCLUSIVE SOFTWARE,HARDWARE OR SYSTEMS,
REMEDY FOR ANY BREACH OF THE WARRANTY SET OUT
IN CLAUSE 4.2 8.8.3LOSS OR DAMAGE RESULTING FROM THE
INADEQUACY OF SECURITY OF DATA DURING
4.4 Each Party warrants to the other Party that It has sulhorty to TRANSMISSION VIA PUBLIC ELECTRONIC
enter Into the Agreement and that the onto" Into the COMMUNICATIONS NETWORKS OR FACILITIES,
Agreement and the performance of its obligations under such IN EACH CASE WHETHER DIRECT OR INDIRECT,OR
Agroernenl will not violate any applicable laws, dkectmm
regulations, other do" or legislative provides or SAAANY OTHER INDIRECT OR CONSEQUENTIAL
merry coda of conduct I farce from time to time. LOSS OR DAMAGE HOWEVER SUCH INDIRECT
OR CONSOU9dTiAL LOSS OR DAMAGE MAY
4.5 Client warrents that M has all necessary rights to provide to or ARISE EVEN IF SUCH PARTY OR ANY OF ITS
stare with Thomson CompuMark any Inform,tion, AFFILIATES HAVE BEEN ADVISED OF THE
doCumattallon or matadels pf any)for the purpose of Thomson POSSIBILITY OF SUCH LOSSES.
CompuMwk providing the Products and Services and that any 68 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF
data Contained within the came shall comply with ell applk .
abte EITHER PARTY AND ITS AFFILIATES ARISING OUT OF OR
data protection IN CONNECTION WITH ANY AGREEMENT EXCEED,IN ANY
6 EXCLUBIONB AND LIMITATION OF LIABILITY 12-MONTH PERIOD, THE FEES PAID OR PAYABLE BY
b.1 EXCEPT AS SET OUT IN THIS AGREEMENT, ALL CLIENT TO TR UNDER SUCH AGREEMENT DURING SUCH
12 MONTH PERIOD.
WARRANTIES, TERMS AND CONDITIONS WHETHER
IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, 6.7 Clauses 6.3,b.4,6.6,end 6.8 shall:
ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED each Partys 1 not apply I rotation 10 (I) ~on to
BY LAW, INCLUDING ANY WARRANTIES, TERMS AND Indemnity In thio Party under RHs Agreement,and
CONDITIONS AS TO ACCURACY, RESULTS, TIMELINESS,
COMPLETENESS, DESCRIPTION, MERCHANTABILITY, (m an'y lMIlly whit out of or I connection with
SATISFACTORY QUALITY AND FITNESS FOR A plot's Infringement of any InEdbclual Property
PARTICULAR PURPOSE R orize Ser use of theProducts;
I �Products,or Clenfs
LZ THE PRODUCTS WILL BE PREPARED AND THE SERVICES b.7 2 subject b demo 5.7.1, apply equally to TITS
PERFORMED USING THE PARAMETERS SET OUT IN THE Alllatn std tausThirParty Supply a ll such ITS
COVER SHEET PF APPLICABLE)AND THE EXPERTISE OF Pam were hird
TITS EMPLOYEES AND CONTRACTORS. WHILE
REASONABLE AND CUSTOMARY CARE 18 TAKEN IN 6.8 No1Hng In this Agreement wicludes or llmla ~ Part/*
CARRYING OUT THE SERVICES, TR MARES NO Ihblly for death,personal Irpery resulting from b negligence.
WARRANTY OR REPRESENTATION AS TO THE fraud,or aril,oUsr ilabBlty totit stdsnt Uat astir hhbt�r cantor
ACCURACY,COMPLETENESS OR CORRECTNESS OF ANY be ecludad orImltad by 111 11 law,
PRODUCTS, THE DATA SOURCES SEARCHED OR THE
RESULTS OBTAINED THEREFROM NOR THAT ALL 8 INDEMNITIES
ERRORS IN THE PRODUCTS WILL BE CORRECTED. 81 Subject to dears&2:
5.3 CLIENT UNDERSTANDS THAT TR DOES NOT PROVIDE 81.1 TR sial dsFend,Inclem nity and hold gent harmless;ADVICE,WHETHER OF A LEGAL,FINANCIAL,MEDICAL OR flour and agalrot any fhnbd party Chits adsinp a e
OTHER PROFESSIONAL NATURE THE INFORMATION, torn of Vo not an of the warartbr set out I dam
MATERIALS AND OPINIONS(IF ANY)CONTAINED IN THE res
PRODUCTS ARE FOR GENERAL INFORMATION
PURPOSES ONLY,ARE NOT INTENDED TO CONSTITUTE 81,2
PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED
ON OR TREATED AS A SUBSTITUTE FOR SPECIFIC
ADVICE RELEVANT TO PARTICULAR CIRCUMSTANCES.
NEITHER TR NOR ANY OF ITS THIRD PARTY SUPPLIERS
SHALL BE LIABLE FOR ANY LOSS THAT MAY ARISE FROM
ANY RELIANCE BY CLIENT,OR ANY THIRD PARTIES,ON
THE INFORMATION OR OTHER MATERIALS CONTAINED
IN ANY PRODUCT OR SERVICES. poesseftion 0;OF moanse&A,the ppoiluds Sow the
5A CLIENT ACKNOWLEDGES THAT THE SERVICES MAY BE
BASED AND RELY ON m INFORMATION PROVIDED BY 6.2
CLIENT,OR A THIRD PARTY ON BEHALF OF CLIENT,(In
RESOURCES PROVIDED BY CLIENT, OR (II) OTHER M11441906 91;OF 010iffl&by,00 Gk "J"Is
FACTORS NOT WITHIN THE CONTROL OF TR IN SUCH
CASES, TR SHALL NOT BE RESPONSIBLE FOR ANY
BREACH OR NONPERFORMANCE THAT OCCURS DUE TO
SUCH INFORMATION,RESOURCES OR OTHER FACTORS 6.3 A ftV seeft to rely an an Idemnity under the Agreement
OUTSIDE OF TRS CONTROL ('Claiming Parto may only do so provided that It p)promptly
notifies Una otter Party (indemnifying Pw%o of any sudr
claims, M don not, ndenniylng Partys written
IP A Sow=-Thomson CCmpuMark General Terms and Conditions(4.2)(US Law English Language) OFFFVWRECORD
CITY SECRETARY
FT. WORTH, TX
consent, do or omit to do anything,or make any admission. permitted by law,where such rights cannot be
which matsdaly prajudoes the Indemnifying Partys defence of modified by agmemarht
such claims;and pq takes all reasonable steps to mitigate any 9.0.2 alio any non-End Users to access any Product
kiss a damage to the third party claimant. 9.5.2
Content, except as expressly permitted In
6.4 In the event an IrtAu ion Is sought or oblelned against to douses 9.1 and 9.2;
Claiming Party and whore the Claiming Party Is Client,TR may, 90.2 create derivative databases or attar Marks
at Its sob coon and expense:m procure for Client the dgM to carcontinue using the affacted Product;M replace or mocft to whether advousing all or some of to other
or(N)
affected Product so that don not fain or(i terminate otherwise use any Product (or any portion or
this Agreement In reaped any to the affected Product and derivation of the Cortentj In any other product or
provide to Client a pro-rate reWnd of tie Fees allocable for service;or
such Product for the period tram the torrfnation date to the and 9.6.1 disclose the Login Details to any thkd party or
of the pre-paid period(if arty),as determined by TR allow any third party to use the Login Details to
aoceas a Product (whetter on an End User's
behalf or atihenwlse).
7 CHANGE CONTROL 9.e The Products and Services may tockrde, andlor Thomson
7.1 If Either Party roquasts changes to the Products ardor to Corn~ may provide or facilitate access to, third party
Services. the other Party will consider such request but no swvIcee Including links to third party web site. Thomson
change shall have effect unim and until each party approves CompuMark is not responsible for,and does not control,such
such charge request in writing. third party setons and the Client uses them at Its own risk.
0 INTELLECTUAL PROPERTY 10 CONFIDENTIAL INFORMATION
8.1 Client acknowledges that ell Intellectual Property Rights In the 10.1 Each Party(Oo"Receiving Party)shall keep any CordidantW
Products and Services are owned by Thomson CompuMark or intamadon received from or belonging to the other Party or Its
Its ON party providers. Subject to clause 8.2, Thomson Atftilates(the'Disciosing Partyj confidential and,vvfthoul the
CompuMark neither assigns any Intellectual Property Rights prior written consent of the Disclosing Party, the Receiving
nor grants any licenses or rights in rasped of the Products or Party shell not
Services to Cl1ed 10.1.1 disclose such Confidential IMornation to any
111.2 Client grants Thomson CompuMwk s Wnited, royalty4me Person axcspt to those of do Receiving Partys
license to use the Client Information as necessary In order to (or ft /dilates') dieclom, managers
futfA Its obligations to provide the Products and Services. employees,scgptiem,contractors or agents who
Save as expressly ad out In this Agreement, Client neither are bound by confldentalfty obligations and
assigns any Intellectual Property Rights, nor grants any where disclosure is necessary to perform Its
licensee or rights In respect of Client hf .,ollon to Thomson oblWadons or exercise Its rights under to
CompuM wk. Agreement or
9 UOE OF PRODUCTS AND SERVICES 10.1.2 use such Confidential Information other t=to
9.1 Subject to clauses 9.2 and 9.8,Thomson CompuMark grants under t Its abilgalans or eamroise Its rights
his Client a limited, non-o dudve, non-transferable, worldwide ant
Imes to use to Content for Cleat's internal business 10.2 The restrictions set brth above shall not appy to any
purposes b the extent required for the proper erftm nt of the Corfidentisl Information to the extent that such Cordidentiai
Products and Services. In a000rdonce with the license rights Information:
and restrictions set out In to Cover Shad. 10.2.1 Is or becomes generally and freey aysllable to
9.2 In relation to each Product for which an End User is licensed, the public through no fog of the Receiving Party
such End User may access,download and/or print reasonable or Its Aft, employees, contractors or
amounts of Content as ro**W for his or her own work use agents,or
and Clent's internal purposes. 10.2.2 can be shown to have been Inclope hdendy
9.3 Client stall not offer for sale or resale any of the Products, originated by the RaosMig Party or
Services or Content, nor may Client we Gem in order to communicated to it by a third party on a non
develop products ardor services to could be deemed to oonlider"basis provided tat such third party
compete with the business of Thomson CompuMork or Its aid not breach a eonfidertleily obligation In
Afllates, save that whore Client Is a Trademark Specialist ft making such communication to the Rooslving
may supply ooplas of to Content to Its own clients provided Party.
such distribution In Incidental to the provision of the advisory 10.5 In to event That the Receiving Party becomes legallyservices for which such Client has been engaged. compelled(or requested by an applicable regulatory body)to
9A In each Instance wtare Content Is dtstrlbuted,Client shall both disclose any Confidential Information of the Disclosing Party,
acknowledge the source of such Content and Include the the Reoelvig Party will provide the Disclosing Party with
following notice In a reasonably prominent manner. 'This prompt wrMan notice (unless legally prohibited) so that the
material Is reproduced under a license from Thomson Disclosing Pally may otter m seek an ander preventing
CompuMark. You may not copy or re distribute this material In disdosum or such other appropriate remedy (and If the
whole or In part without the written consen of Thomson Disclosing Party seeks such an order or remedy,to Receiving
Compumark.' Party, at the Disclosing Party's expense. will provide such
9.8 F�ept as otherwise autorised by Thereon CampusAarik cooperation as to Disclosing Party reasonably requests end
Client undertakes not to,and to ensure that End Users will not compliance
Receiving Party p legally ebb to provideantler v waive
tcompliance with the provisions of pts douse.. In to event that
9.6.1 use, copy, adapt, translate, modfy, reverse such an ardor or other rerady Is not obtsin4 or If the
engineer,decornple,disassemble. sul>•9cerae. Disclosing Party wetves compliance with to provisions of this
ad or distribute arty portion of a Product, clam,the Receivkg Pally will hanIs h only that portion of to
Service or any Content other than to We extent CanOdertlai Information which Is legally required (in the
that they are agmry licensed to do so under . enable opinion of Its legal counsel).
tit Apreemert or as otherwise expressly 11 FEES AND PAYMENT
IF a Science-Thomson CompuMark General Terms and Conditions(v&4(US Law English Larpuaga) WfWAfL RECORD
CITY SECRETARY
FT. WORTH, TX
11.1 Client will pay the Fen for tie Products and Services In 114 Failure or delay by either Parly In aradsirg any right or power
accordance with the payment provialons specified In the Cover under Ihis Agmemet will not constitute a w olver of such rlpht
Sheet. If the Fees are Wad as Trans a-'- Prices or power unless agreed In writing purauant lo dam 127.
established by reference to do Product Ghids,they shall beat 11d Client shall not aaalgrh,aub•licenn a ddapate any of b rights
applicable the raise published In the then current Product eponGuide that r or obligations under this Agmament without to prior written
to payment of Clients Fees,Including butnotn�IkMadd kh wW Fees consent of Thorson CompuMrk. Thomson Cam~may
payable by any Authorised Aflliatn of CMM and by any of ssali n, sub-contract or dole" s9 or arri of Its rights or
C1W*agents or repneadatIm obligations under the Agreement to any third Ply.Provided
ft In
11.2 If the CIWO usage of the Products andW Sellas exceeds remain responsible case of� sfor fttrecHng,winos by I s sub-owbuctors
ahhall
ark
to Unpe Cap In the Carer Sheet,or If CMM uses a dstsbne of suchobligations under tins AgieernAny assignment,oub-
rot Included In ClWo Subsatptlon Databases,the additional Ikreralng or delegation In' of this douse 12,5 shell be
ungs willbe ctwged to Ctisd on a Traresdlanal Prior breis. null and void.
11.3 Invoiced amout•are payable In full without deduction(wieder 12.d Any notice given under the Agreement must to In English In
by way of se!•off,counterclaim or otherwise)within thNy(30) w elft signed by or an bohalf of the Party giving it and
days of to dots of the relevant Invoice.Involas ars payable In delivered personally or set by express courier or pre-peld
the asronW stated In the Cover Sheet registered or owlif ed post b the address set out an the
11.4 NI Fan are exclusive of apptiable charges Imposed by applicable Cover Shed(or as othenvise nodded In writing by
government or other third party ('Tax) Mcludng any Tho mson at Party by notice complying t entitled inwith the terms a tide Clientdou@about
corwArollon, plea or vakw added taxes or other Taxes not renewal and ►gInm
Information by amal to the small address
based upon the not Income of Thomson CompuMwk, and of CWs administrator se nottled by CMt In writing Nom time
CMt agrees to pay all such apps able Taxes If Client Is b Urns.All notices wig be treated as being received an the date
obliged to withhold or deduct any portion of the Fees then TR that the notice In recorded as having been delivered.
diel be entitled to me"from Client such amounts as will
snare that the nitre i,m IK after Tax,to Thomson CompuMark 117 The AgresneM contains the entre agreement of the Partes as
�r of psymant ntheot Few b the es ex as It vwuW have been were �agreements VieIn Walk �b.IttCenlieor
nt
11.d Trarh•acUoral Pdas aro sutnJect b dengs. Thomsonagreesthat arty terms and conditions Incorporated Into any
urdissa oder s
CouMark will notify Client of any such pnloing changes In Cwhether
doh by for acceptance by Thomson
a
mp
writing or by maEng Client an updated Product 13utds. Client a before or atter the date of the Agreement
may oho cal Thomson CompuMrk during business hours to shell not apply and arc erg Into excluded Each Party
ent It has not
well ourrent prldng inbrmadon. �m cep that in �by tthe he other Party drat are
11.5 Exospt whore the Fees for any Renewal Terms)are specified not expressed In the Agreement. This clause 127 del not be
In the Cover Sheet,Thomson CompuAAwk reserves the right to consbued as exdudng either PsrWs UNky In moped of any
Increa si the Fees payable In respect of any Renewal Tann, Naudulent statements.
provided that it notlbs the CMI of such increase (vin an 11d Any amendment to this Agreemad shell only be effective If In
Invoke or loiter)rot Was than forty ilve(45)drys prior to the wrnp and executed by a duly outhwixsd representative of
end of the Initial Tenn or the them turret Renewal Tann(a each Party.
apploabls).
11.7 A service dwgs of 1.5% per month or the highsat lawful 119 If any proyWon of this Agreement Is determined to be Illegal or
Inho t rets,whichever ls lower,maybe applied b al amounts doomedunankwto ho by any covet of competent llodingjurladiOnlon.K sial les
not paid by the due date, which shelf accrue daily an a deemed b haus been deleted writhout ertedhp the rematning
compound bash and be Pym monthly. Thorson Provisions. Stale of Texas
CompuMark reserves this right to suspend the provision of any 1110 This Agreement and any disputetri
clehn arhhhp cul of or
Products and Services antil such time n all such Fear and In connection with ti or Its cubo d a formation(kcludhg
interest thereon has been paid in kit nan•contradwl disputes or claims} be governed by and
11.0 K Client or arty of Its Atthorized AiRlates acquires.merge veli uxhnatrhmd In acus with the f the Willed States of
or h aoqubed by another company such that the other Americe the -J�ssf low Th without
company,as a result of the trxmcft�Is or would be entitled Impact b Its principles governing exdsolve s of low The Paries
to use or receive the Servlas wxft the Products under this Inevocorwbly submit of a the ft, are jhslsdlctiorh of the
Ow Agreement, TR shall be andded to revise the Fees b lrtC tih of Massaolany o nave tltat on may seek
account for the subsequent Increased scope of use within the prothatl Is or other relief In any other Jurisdiction In oder b
tome of to applicable license protect Its Inleieu#x+i Property Rights.
12 ilENtatAL 1211 The Partin am Independent cotroctom and nskher the
Agreement,nor arty of t hsae Terms and Conditions,oreates a
111 Nelli n Party will be bble b tie other for cry failure or delay In rotational JM varrhos,ip french relationship between cis performance hi h obligations n under the Agreement due to PsaNsa Nefther Party will hem any right,power,or autharlty by
dnarnetarhras which by b nature could not have been
troseen,or,If h could have been traimb was unavoidable. vktus of the Agrsemad to anter Into any agreement for or an
bol and of,or Incur any obligation or lW ft of,or otherwise bid,
122 At all than during the Tann, all TR personnel carrying out the other Party.
Services will remain subod to the over control of TR and to 1212 The Agreanant may be eraeartad vin electronic
tarns of their employment or agagertarht by TR trenen adon The parties may exel m signed copies of the
113 CMI agrees that during the Term and for twelve(12)months Agreement by fapinnAm e-mM or other electronic means and
taroafler it will not, without the prior written consent of TR, such signed copies shat be legally binding.
deeody or Indirectly employ or eW4 or soldt for 13 TERMS SPECIFIC TO CERTAIN PRADUCTB AND
empioymat or arpagemsay employee semployee or contractor of TR
who Is or has been at any time directly Involved In the provision SERVICES
of the Services or the Producta. 13.1 Website
IP 6 Science-Thomson CcrnpL*Aork General Terms end CordlHons(v3.2)NS Law English Language) 0 ;���RECORD
CITY SECRETARY
FT.WORTH,TX
Al use of Thomson ConpuAAark World Wide Web pages 13.2.2 Opinions, risk assenmer6t, 11ng services,
located wNhhkh lift2nidwaft.thornsonraukamcom is wAbKt dornain recovery services and similar legal serAces
to the website Tema of use, which are accessible via our are provided by Courael and are based on the
website at: eperlence and Mw 4edgs of the respective
Cassel. Client soltrawledges and agrees that the
Comsat engagement terns and conditions and
13.2 Facilitation of Legal Services disclaimers shall appy to such services. it Is the
13.2.1 Thomson CompuMa*provides search serAoss Cloft vesponsblMy to revrsw and understand the
only,and does not provide any legal opinions or legal Counsels' tams and conditions of services. Clem
advice. M Is the Clte is rseponelbNMy to angegs and Counsel are encouraged to cor"each other
Counsel In each judsdlotion. At Clbnl's request directly If any laws or question adse. Client
Thomson CompuMrk Can Cardilate Introductions to agrees that M is the responsibility of the Clem.and
CHenf of various Counsel.By ordsdng Products and NOT Thomson CompuMark, to ensure any
Seevkm such as legal opinions, dela assessments CounuMlent privilege is maintained.Client agrees
trademark filing,domain recovery services,or similar thet Thomson CompuMark cannot be held&Us In
services Clef authorizes Thomson CompuMwk to any way for the content of any of the fore mentioned
Hake YM Counsel engaged by Client In order to help services provided by Counsel. Furthermore, Client
Client IU MI such raqueste In jurisdictions of Interest mages and agrees that while Thomson
(by way of example, Client may request that CompuAAark may asslst Client in ldentiykhg potentW
Thomson CompuMark sand an search reports Com,the Counsel represents the CtlsrM. Clant
directly to Counsah. Clant gives Thomson hxtine understands and agrees that by euthorlskp
CompuMark permission to provide sold Counsel with Thomson CompuMark to ocnvrsrnfcate directly with
Clots name, contact Information, and Client Co , Thomson anCom�k m e
Irformstbn. Clem sclawMedges and agrees that rned or compelled app may
depending an the Judediction.Counsel may need to regulatory agency lo disclose certain kdormsdon that
perform a conflicts checu or know your cont check, may otherwise be prMHegsd or cahldaglal
andfor similar tauvye/clent relationship revtews. In 14 EXPORT CONTROL LAWS
case the Counsel Identifies a potential conflict or
other IawywAgwt relatbrsNp Issue, Thomson Client will not obtain, n takh, use or pr y Boos" to the
Campulfark may reed to Raise with another Counsel Product or Sarvlces to an Atfliete or any third prty in ■
engaged by dent In that Jurisdiction or may require manner that may breach Trade Controls laws.Client warrants
additional Information from Client Wws requested that neither Client, nor any of Its Affil" that may obtain
by Cll n Thomson CompuMark may,but shall not access to the Products and Services through C%K Is a
be required to,assist Client In Idend"V Counsel, specialty designated or senctIoned party under any Trade
Including through appropriate IwMar or bar Control taws.
associations end accreditation services. In rare
Instances,Thomson CompuMark may not be able to 15 PRIVACY
refer Client to Counsel In a relevant Jurisdiction. Thomson CompeA4wVs PrNaoy Policy Is welable at
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
IP b Science-Thomson CCnnpuMark General Terms and Conditions(v3.2)(US Law English Language) ragesore