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Home My WebLink AboutContract 42498 TY SECRETARY skifIsIft, ONMT nO. Z 4cl 1;1� _A September 30,2011 FY 12-26534 jcs Beatrice DeHoyos City of Fort Worth 1000 Throckmorton Street Fort Worth,TX,76102 Dear Beatrice DeHoyos: This letter sets forth the agreement between SkillSoft Corporation d/bla SkillSoft Direct("SkillSoft")and City of Fort Worth ("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. Termination Of Previous Licenses: Effective September 30, 2011, and upon receipt of this duly executed Agreement, the parties agree that the eAgreement dated September 14, 2011 shall be terminated and of no further force or effect. No monies are owed or credits due on such terminated licenses. Products,Services&Pricing: Access to the following products and/or services selected below is for the applicable number of named authorized employees of Customer(the"Authorized Audience ")during the period of time from the Start Date through the End Date(the"License Term").All license fees in this Agreement are in United States Dollars. START DATE:SEPTEMBER 30,2011 END DATE:SEPTEMBER 29,2012 Books ITPro 53 Books-Business Pro 40 $7,734.74 DEPLOYMENT METHOD: SkillPort via Extranet Hosting Services TOTAL LICENSE FEES FOR THIS AGREEMENT:$7,734.74 Customer shall be invoiced 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 30 days from the date of the invoice. The invoice and Products will be sent to: Beatrice DeHoyos City of Fort Worth loon 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 sublicense,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 only for Customer employees located in North America,without the right to exchange during the License Term except as set forth herein. SkillSoft agrees that Customer may reassign up to the total number of the Authorized Audience learner IDs in each agreement year during the License Term provided the learner IDs are reassigned from learners no longer employed with Customer effective that year. The license does not convey any ownership rights to Customer in the SkillSoft Products), 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 SkillSo y to any third party; (b) reverse engineer, disassemble, decompile or attempt to derive source code from the SkillSoft Products); (c modify or create derivative works based upon the SkillSoft Products}; (d) remove any proprietary notices, or trademarks or service marks on any SkillSo arfrjojiK W&wi(Soft Products),with another program, (f)use the SkillSoft Products), for any purposes other than those stated in the Agreement; g)61ft tfto WY s ode for the SkillSoft Products),or(h)permit any party not specifically licensed herein to use the SkillSoft Products). FT. NTH Tx Customer shall ensure that only the individual employees licensed herein acc �_th3 e S ISoff Rroduct(s). Customer will main lain records o all use and copyi g of k L r 4 skiffs f t the SkillSoft Product(s)and assignment of all login identifications used to access the SkillSoft Products). SkillSoft shall have the right to examine such records and to audit Customer's access to and usage of the SkillSoft Product(s)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 servers), 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 if a material breach remains uncured thirty(30)days after the breaching party receives written notice thereof from the other party. In the event that SkillSoft 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 Product(s) immediately if,such individual's use of the license violates the terms and conditions of this Agreement. The license fees set forth above do not include taxes. Customer shall either provide SkillSoft with a tax exempt certificate in lieu of payment of tax, or shall be responsible for payment of all applicable taxes,however designated or incurred,in connection with this Agreement,including without limitation,state and local excise, sales,withholding and use taxes and any other applicable governmental assessments. If Customer fails to pay any applicable tax,then SkillSoft may pay such tax on Customer's behalf and seek reimbursement from Customer. Except for the intellectual property obligations set forth herein, neither party shall be liable for any special,incidental, indirect,exemplary or consequential damages (including without limitation loss of profits,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 a 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 PRODUCTS). 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 THAT 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 comply with all applicable international,federal,state,and local laws and regulations in performing its obligations hereunder,including,without limitation,all 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,written 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 me. 4 Very truly ours � ' %� � ;��' � ,� •o�' p0� rY y y ,ry a o 00 '' SKILLSOFT CDR 1 A ILL '' ��' 00 Ay 4 G� a a 4 0 0 By: Date: a c: 0 Mark P. Murray � Print Name: senior Director Attested by. C? C a 0 °0 d evenue Contract Accounting 00 00000 0 0 ► -�C,v► YAZY Accepted And A reed To: Marty Hendr i , City Secrefary CITY QF T QRTH By: Date: Roo NO M&C REQUIRED Print Name: L a - . OFF K , t� APPROVE[) A,. CITY TAI. FT. WORTH, TX