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Home My WebLink AboutContract 39136*61 16f r Duly 24, 2009 Beatrice DeHoyos City of Fort Worth 1000 Throckmorton Street Fort Worth , TX 76102 Dear Beatrice DeHoyos: cli`y SECRETARY3 a cc�NTRACT NO P � � �_�, FY10 02860 This letter seb forth the agreement between SkiilSoft Corporation d/bla SkiliSoft Direct ("SkillSoft) and City of Fort Werth (°Customer") and will confirm the purchase of the License(s) selected below (the "Agreement"). Customer hereby agrees to a termed license for the products and/or services selected below pursuant to the pricing set forth below and upon the License Terms and Conditions set forth herein. The product packages set forth below are further defined in SkillSoft's catalog which may be found on SkillSoft's website, located at www.skillsoft.com. Products, Services &Pricing: Access to the following products and/or services selected below is for the applicable number of named authorized empbyees of Customer (the 'Audience Sizel during the period of time from the Start Date through the End Date (the °License Term'. START DATE: SEPTEMBER 30, 2Q09 END DATE: SEPTEMBER 29, 2010 =_� �- ' S; I S9FT PR u T � • '- �' " -A L?t �_ �I�C � ..:.. ':_ � -N41AL'U��N� ��; �,� �;:� . , ,N _ , . Books ITPro Collection 125 $70898110 Books BusinessPro Collection 13 ;2,001.90 DEPLOYMENT METHOD: SKILLP)RT VIA EXTRANET HOSTING SERVICES TOTAL LICENSE FEES FOR THIS AGREEMENT: $9,900.00 Customer shall be (nvoiced on the start date of the License Term, and if applicable, on each annual anniversary of the start date of the License Term in the amount of the total Annual License Fee set forth above, plus applicable taxes. All fees shall be invoiced annually in advance and are due and payable as follows: 100% net thirty (30) days, from the date of the invoice. The Invoice and Products will be sent to: Beatrice DeHoyos City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 LICENSE TERMS AND CONDITIONS Subject to the restrictions stated herein SkillSoft grants to the Customer who has executed this Agreement below, and Customer accepts, a nonexclusive, non -transferable license, without the right to subkcense, to the products and services selected (hereinafter the products and services selected shall be collectively referred to as the "SkillSoft Products') for internal training purposes onty, without the right to exchange during the License Term. The license does not convey any ownership rights to Customer in the SkillSoft Product(s), SkillSoft's web site architecture or other SkillSoft proprietary information, but only a limited use right pursuant to this Agreement. Customer shall not (a) transfer, rent, lease, loan or disclose the SklllSoft Products) or intellectual property to any third party; (b) reverse engineer, disassemble, decompile or attempt to derive source code from the SkillSoft Product(s); (c) modify or create derivative works based upon the SkillSoft Product(s); (d) remove any proprietary notices, or trademarks or service marks on any SkillSoft Product(s); (e) merge the SkillSoft Product(s), with another program; (f) use the SkillSoft Product(s), for any purposes other than those stated in the Agreement; (g) have any right to any source code for the SkillSoft Product(s), or (h) permit any party not specifically licensed herein to use the SkillSoft Product(s). Customer shall ensure that only the individual employees licensed herein access the SkillSoft Product(s). Customer will maintain records of all use and copying of the SkillSoft Product(s) and assignment of all login identifications used to access the SkillSoft Product(s). SkillSoft shall have the right to examine such records and to audit Customer's access to and usage of the SkillSoft Products) to verify compliance with the Agreement. Upon expiration or termination of the License Term, Customer will delete any copies of the SkillSoft Products or other Intellectual Property from its computer(s) or cerver(s), and destroy (and certify as destroyed) or return to SkillSoft all such copies. Either party may only cancel the Agreement (a) by giving ten (10) days written notice 'rf a material breach remains uncured thirty (30) days after fire breaching party receives written notice thereof from the other party. In the event that WIISoft terminates the license and this Agreement based on the foregoing sentence, SkillSoft reserves all rights and remedies available at law, including but not limited to collection of all committed License Fees. In order to protect SkillSoft's licensors and/or publishers intellectual property rights, SkillSoft may disable any individual's access to the SkillSoft NAuct(s) immediately if, such individual's use of the license violates the terms and conditions of this Agreement Customer shall provide evidence of tax-exempt status in lieu of the payment of taxes. Neither party shall be liable for any speclal, incidental, indirect, exemplary or consequential damages (Inducting without Ilmitatbn loss of profi s, loss of data, costs of cover), however caused and based on any theory of liability, for any claims or causes of action arising out of or related to this Agreement. These limitations will apply even if the other party has been informed of the possibility of such damages. FURTHERMORE, IN NO EVENT SHALL SKILLSOFT'S LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OR RESULTING FROM CUSTOMER'S USE OF ANY SKILLSOFT PRODUCT(S) EXCEED THE AGGREGATE LICENSE FEES PAID UNDER THIS AGREEMENT WITH RESPECT TO SUCH SKILLSOFT PRODUCT(S), SKILLSOFT GRANTS NO WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SPECIFICALLY, AND NOT IN LIMITATION OF FOREGOING, SKILLSOFT DOES NOT WARRANT THAT ANY SKILLSOFT PRODUCT(S) WILL MEET CUSTOMER REQUIREMENTS OR T HAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR FREE, The License and this Agreement is governed by the laws of the State of Texas, without reference to its conflict of laws provision. Both parties will a>rrrpl y wish all appl cable intemation ,federal, state, and !off laws and regulations in performing its cations tx;reunder, inc�ud ng, .:itt rt �4mitat an, U.S. export regulations. If any provision of this license is not enforceable, it will be severed from this license and the remainder will remain in full force and effect. Customer shall not assign the Agreement in whole or in part, whether by operation of law or otherwise, without the advance, wriften consent of SkillSoft. Any purported transfer or assignment in violation of this Agreement shall be null and void and of no force and effect. This Agreement (including Exhibits attached hereto) constitutes the entire understanding and agreement between the parties and supersedes all prior and contemporaneous proposals, agreements and representations between them, whether written or oral. This Agreement may only be amended in writing signed by Customer and an executive officer of SkillSoft that explicitly states that it is intended to amend this Agreement. No terms contained in Customer purchase orders, acknowledgments, shipping documents or other forms or documents shall have any force or effect over the licenses granted herein. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of any such right, power or remedy. Waiver by either party of any default shall not waive any prior, concurrent or subsequent defaults by the other party. If you are in agreement with the foregoing and are authorized to enter into this Agreement on behalf of your company, please indicate your agreement and acceptance by signing in the space below and returning one copy to rre. OFFICIAL RECORL SKILLSO FY I T Very S0uly yours, CITY SECRETARY 1 / o By: tl Date: (' FT. WORTH, TX Q D Accepted d Agreed To: CITY OF FORT WORTH �,or Karen � !' Assistant. City Manager �ontgomery Date: i0�[art� �ei�dri�, OI9.� secretary