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HomeMy WebLinkAbout9039 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Christina Dormady 9039 - Wonderlic Agreement is thrilled to partner with City of Denton Prepared for Christina Dormady Prepared by Scott Sivright VP of Sales and Partnerships Wonderlic Buyer City of Denton Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Proposal for City of Denton Copyright © 2022 Wonderlic. | 877.605.9496 | wonderlic.com People are your organizationʼs most valuable asset, so selecting and developing the right talent is worth the investment. Wonderlic supports you in quickly identifying the right candidates in your hiring funnel to building a talent pipeline of the right-skilled, promotable employees. With our science-based, end-to-end talent insights platform, your full employee journey is covered. For over 85 years, Wonderlic has been the most trusted name in talent assessments. Our expertise in jobs and people can help you create an agile and sustainable workforce to help your organization navigate the rapidly changing work environment. Who We Help the Most Our customers come from various industries, including professional services, IT, healthcare, construction, manufacturing, financial services, pharma, insurance, and energy. Our assessments can be used for all roles within an organization, but we have found them to be most effective for companies that: Want to make data-driven hiring and employee development decisions Are open to hiring non-traditional candidates or early career applicants who have the potential to learn the role and be successful Are interested in enabling employees to adapt to rapidly changing workforce needs and technology Are committed to promoting diversity and reducing bias in the hiring and development process Need to reduce the amount of time HR and functional managers spend in the hiring and development process Are looking for a systematic way to drive and influence employee engagement and productivity “Wonderlic has increased our ability to hire impactful individuals based on the fact that we can put them in the right position, and then teach, coach, and train them to be successful in that role” Chip Elliot Director of Training & Recruiting Champion Automotive 2 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Proposal for City of Denton Copyright © 2022 Wonderlic. | 877.605.9496 | wonderlic.com The Employee Journey with Wonderlic One Solution for the Full Employment Journey Wonderlic Select Hire based on potental – not a resume Provide a candidate experience that makes applicants excited about your organization Significantly reduce HRʼs time spent in the hiring process and looking through applications Hiring Managers can feel confident that they have the best fit for their roles Ensure that new hires are set up for long-term success Wonderlic Develop Give employees the tools to drive their own development Provide employees with the development they want - with a low HR lift Help managers improve team performance and productivity  Personalize development for all your employees Create a culture of engagement Unlock employee performance 3 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Proposal for City of Denton Copyright © 2022 Wonderlic. | 877.605.9496 | wonderlic.com How We Ensure Customer Success Wonderlic is more than just a platform - you will be continuously supported throughout the employee journey by our Customer Success Team with an experience tailored to your needs. Onboarding We provide hands-on guidance and training to support a successful launch of Wonderlic to help you drive adoption across your organization. Value Realization Our team is focused on helping your organization get the most out of Wonderlic — and meet your unique set of goals. Consulting Services Our team of IO psychologists offers education sessions throughout your journey to help you get the most out of the Wonderlic talent insights platform. Technical Support We offer technical support to answer product questions quickly and troubleshoot any unanticipated issues as you're using Wonderlic. Customer Education We offer virtual learning sessions and a digital learning library to help you get the outcomes you want. Customer Community We host events at which our customers can connect and learn from each other about how other companies solve the similar challenges they face. Customer Communications Our team will share regular thought leadership, success stories to replicate, and product updates. Communication goes both ways, and we want to hear from you about how we can continuously improve our product to meet your organization's needs. 4 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Proposal for City of Denton Copyright © 2022 Wonderlic. | 877.605.9496 | wonderlic.com Investment Service Plan QTY Subtotal Select Annual Platform Access Scoped for a pilot for the Human Resources Department Only) Basic access to the Wonderlic Select platform. 1 $8,400.00 Total $8,400.00 All amounts are in US Dollars USD) and are not inclusive of any applicable local sales and/or uses taxes. Your plan includes: Annual Platform Access Wonderlic Select: Unlimited candidate assessments, unlimited company users, personalized candidate feedback reports, new hire success tips, and behavioral based interview guides.  Onboarding Support Wonderlic Select: Custom onboarding, including training for admins and users, planning for launch, and a post-launch review - all driving towards establishing a foundation to deliver on your expected outcomes.  Ongoing Customer Success Services Our ongoing customer success support includes access to a 24/7 self-guided knowledge base, ongoing chat and email support for all your product-related questions, and opportunities to participate in Wonderlic events. In addition, our product- specific services include:  Wonderlic Select: Custom onboarding, including training for admins and users, planning for launch, and a post-launch review - all driving towards establishing a foundation to deliver on your expected outcomes.  5 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Proposal for City of Denton Copyright © 2022 Wonderlic. | 877.605.9496 | wonderlic.com Subscription Details Term The initial Term of this Proposal is twelve 12) months. This Proposal will automatically renew at the end of the initial Term for one additional twelve 12month Term unless a party gives the other party written notice of its intent not to renew at least thirty 30) days prior to the end of the then-current Term. Payment Terms You've elected to pay via Invoice. For invoiced payments: Payment in full is due Net 30. Delinquent payments will accrue interest at the rate of one and one half percent 1.5%) per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. For credit card payments Payment is due upon account creation and/or receipt of invoice. Additional Terms This Proposal is governed by the negotiated General Contracting Terms and Conditions (“Agreement”), attached hereto. In the event of any inconsistencies between this Proposal and the Agreement, the terms of the Agreement will control and shall take precedence over any online terms and conditions. Agreed and accepted by: Wonderlic, Inc. Scott Sivright City of Denton Christina Dormady 6 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A GENERAL CONTRACTING TERMS AND CONDITIONS 1. SCOPE OF APPLICATION. 1.1 These negotiated General Contracting Terms and Conditions (these “Terms”) are applicable to any agreement (an “Agreement”) with Wonderlic, Inc., an Illinois corporation with a principal place of business at 544 Lakeview Parkway, Suite 210, Vernon Hills, IL 60061 (“Wonderlic”) to which these Terms are attached or incorporated into in their entirety by reference. 1.2 The City of Denton (“Client” or “You”) agrees to abide by these Terms as well as all applicable Terms of Use and/or Privacy Policies applicable to the Services (such other agreements collectively, “Ancillary Terms”) which may be made available upon accessing the Services. To the extent these Terms contradict the terms of an Agreement or any Ancillary Terms, these Terms control unless the Agreement or Ancillary Terms expressly provides that it supersedes a specific provision of these Terms. These Terms shall, in all cases, control over anything which may appear on any purchase order or similar document submitted by You in connection with such sales and use or Services. Client shall ensure that its employees, contractors, and agents comply with these Terms and the terms of any applicable Agreement or Ancillary Terms. 2. DEFINITIONS. 2.1 “Candidate” means an individual who accesses the Services and inputs any information in response to any software prompt, including an individual who is applying for employment with Client (an “Applicant”) and an individual who is already employed with Client and is obtaining an assessment using the Services for purposes of self-improvement (a “Incumbent”). 2.2 “Client Data” means the data provided to Wonderlic by You or any Candidate (including all information provided logging in to or accessing Services ). 2.3 “Client Information” refers to information collected via the Services by or from Client, including without limitation information provided by Candidates. 2.4 “Services” refer to the Wonderlic products, services, and software, including any updates thereto, provided under an Agreement. Services do not include any third party software provided by third parties or Third Party Services, regardless of whether such are provided with or in connection with the Services or Wonderlic arranges for such to be provided to Client by a third party under an Agreement. 2.5 “Third-Party Provider” means a third party that provides services or software to Client under an Agreement. 2.6 “Third-Party Services” refer to services provided to Client by a Third- Party Provider an Agreement. 7 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 3. CLIENT DUTIES AND ACKNOWLEDGEMENTS. 3.1 Services Content. Except for allowing Candidates to access the Services, Client shall not disclose the contents of the Services to any third party. Wonderlic acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement 3.2 Access to the Services. Client shall use its best efforts to prevent unauthorized access to the Services. Client shall immediately notify Wonderlic of any known or suspected unauthorized use of the Services. Client agrees to maintain, manage, and keep confidential Client’s user name(s) and password(s) for the Services and not share them with any individual or entity other than Client’s authorized agents who access the Services on behalf of Client. Wonderlic shall not be responsible (and Client shall be solely responsible) for any unauthorized access to any Client account due to Client’s or its agent’s failure to properly manage user names and passwords, including, by way of example, Client’s failure to remove an employee’s user name and password upon such individual’s termination of employment. 3.3 Use of the Services. Client agrees to use the Services exclusively for Client’s internal business purposes in conjunction with the purpose set forth on the Agreement to which these Terms are attached or incorporated, namely, (i) evaluating Applicants for potential employment with Client’s organization and/or (ii) conducting evaluations of Incumbents within Client’s organization. Client is granted a revocable, non-exclusive, non-transferable, limited license to use the Services and their output (including, without limitation, reports and analytics) solely for Client’s personal, internal business purposes strictly in accordance with these Terms and the terms of all applicable Agreements and Ancillary Terms. You shall permit Wonderlic to audit Your use of the Service to confirm compliance with these Terms and the terms of all applicable Agreements and Ancillary Terms. Such audit may be conducted at Wonderlic’s expense and in such a manner as not to unreasonably interfere with Your normal conduct of business. 3.4 Services Output. Except as expressly agreed by Wonderlic in writing (which, for the avoidance of doubt, can include tools or notices displayed through the Services), Client agrees not to publicly share or distribute any output provided by the Services (including, without limitation, reports and analytics). 3.5 Ownership of the Services. Client acknowledges and agrees that the Services and their output (including, without limitation, reports and analytics) are the intellectual property of Wonderlic and Client does not acquire any rights therein. Moreover, Client acknowledges and agrees that Wonderlic may include in the Services test questions and survey items, including demographic inquiries, that are exclusively for Wonderlic’s research purposes and Candidates’ responses provided thereto will not be reported to Client. 3.6 Client Data. Client hereby grants to Wonderlic an irrevocable, world-wide right and license during the Term to use, reproduce, promote, distribute, modify, and perform, cache, and transmit Client Data as necessary or desirable for the purposes of Your use of the Services. Wonderlic shall obtain Client’s written permission to use client data for any and all public display of client data. In addition to the foregoing, Wonderlic also has, and You hereby 8 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A grant to Wonderlic, a perpetual, irrevocable, royalty-free, fully paid-up, nonexclusive right and license to use any Client Data (i) for Wonderlic’s and its affiliate(s)’s internal business purposes, including, without limitation, developing or improving products or services, and (ii) to make any modifications or improvements to the Services or any other services and to offer such modifications or improvements on a commercial basis to You and/or any third party. For the avoidance of doubt, “Client Data” does not include any output of the Services (including, without limitation, reports and analytics), all of which is Wonderlic’s property and Wonderlic’s Confidential Information. Wonderlic has no obligation to maintain or return Client Data to You or to ensure that Client Data remains accessible through the Services. Wonderlic shall notify Client of any deletion or removal of Client data fifteen (15) days prior to deletion for removal to ensure retrieval time to comply with TSLAC regulations and the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. You expressly represent and warrant all Client Data is true and correct, and You have obtained all necessary rights, licenses, and permissions and are able to grant the licenses provided in this Section, including, without limitation, with respect to Client Data provided by Candidates, and that Your provision of Client Data is in accordance with all applicable laws and does not violate any law or regulation or violate any right of any third party. 3.7 Collection and Taxes. You will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by Wonderlic in collecting delinquent amounts. You agree to timely pay all fees owed in connection with the Services and/or Third Party Services (as applicable) in accordance with the provisions of the Agreement(s) to which these Terms are attached and/or incorporated. Client represents and warrants that it is exempt from federal excise taxes, state taxes, and city sales tax and will furnish a tax exemption certificate upon execution. 3.8 Indemnification. Intentionally Omitted. 3.9 Use of the Services. The Services are designed for use in accordance with Wonderlic’s user’s manuals for the Services and all relevant professional and legal standards. Any modification of the Services may affect their accuracy and usefulness. The Services must only be used for the purposes for which the Services are intended, and for no other purposes. Services must be used in a secure and confidential manner. Use of the Services may be subject to certain municipal, state and federal laws, including, but not limited to, Title VII of the Civil Rights Act of 1964, 1991, the Americans with Disabilities Act of 1990, as amended, and the regulations relating to such laws. Client agrees to abide by all such laws and regulations. 3.10 Accuracy of Information. You warrant that the information You provide in connection with the Services is accurate, complete, and current. You further warrant that You have the legal right and ability to provide such information to Wonderlic in connection with obtaining the Services and that Your provision of such information does not violate any law or regulation or violate any right of any third party. 3.11 Waiver of Terms. Wonderlic may waive certain terms contained herein, as well as include additional terms and/or provide the Services at a discounted fee. In such instances, the waiver, additional terms and/or the discount shall be noted and described on the relevant invoice. Client acknowledges that it accepts any waived and/or additional terms by using the 9 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Services. In the event of Client’s failure to comply with any additional terms, Client will immediately remit the amount of the discount to Wonderlic upon Wonderlic’s request. Wonderlic may withhold the Services until receipt of such payment. 3.12 Candidate Feedback Authorization. As part of the Services, Wonderlic may provide Client with the option to have Candidates receive a report regarding their test performance, which may also include developmental insights. In the event that Client authorizes providing the report (or any other output of the Services) to Candidates, Client’s authorization will control over any contrary provisions of these Terms, Ancillary Terms or any Agreement which would otherwise prohibit Wonderlic from making such disclosure. 4. WONDERLIC DUTIES. 4.1 License Grant. Subject to the terms and conditions of these Terms, Wonderlic hereby grants You a non-exclusive, limited, non-transferable, non- sublicensable, revocable, license to use the Services. Wonderlic reserves all rights not expressly granted herein in the Services. 4.2 Protection of/Access to Client Information. Wonderlic shall use commercially reasonable efforts to protect Client Information from disclosure to any third party. However, Wonderlic cannot guarantee that any unauthorized third parties will never be able to defeat Wonderlic’s security measures or use Client Information for improper purposes. Notwithstanding anything to the contrary herein, Wonderlic will release Client Information in response to a governmental or judicial subpoena, order or request, and will promptly notify Client in the event of such a request. Moreover, Wonderlic shall use commercially reasonable efforts to retain all Client Information during the Term of an Agreement. Notwithstanding the foregoing, Wonderlic shall have no liability for erased or otherwise lost Client Information and Wonderlic may permanently erase and/or restrict Client’s access to Client Information if Client’s account is delinquent, suspended or terminated. Client agrees and acknowledges that Wonderlic may use Client Information (including specifically all information provided by Candidates) in aggregate, anonymized form for any and all purposes and grants Wonderlic a perpetual, irrevocable, fully paid-up license in and to anonymized Client Information for such purposes. 4.3 Use of Marks. Client agrees and acknowledges that Wonderlic may, upon receiving thirty (30) days written notice, identify Client as a user or customer of the Services and may use Client’s name, trademarks, and logos for such purposes, including without limitation on Wonderlic’s website and in Wonderlic’s marketing materials, press releases, blog posts, and advertisements. Client further grants Wonderlic a non-exclusive license to use Client’s name, trademarks, and logos (in Wonderlic’s discretion) for the purpose of referring to Client within the user interface for the Service. 4.4 Maintenance. Wonderlic shall utilize reasonable efforts to schedule maintenance for the Services during non-business hours. Wonderlic shall endeavor to notify Client of any required maintenance at least five (5) days in advance, except in those cases when it is not possible to do so. Client agrees and acknowledges that maintenance may be undertaken at any time and Wonderlic provides no guarantee that the Services will be available or accessible at any particular time. 10 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 5. REPRESENTATIONS, WARRANTIES AND LIABILITIES. 5.1 No Warranty. Except as expressly set forth herein, Wonderlic does not make any commitments about the specific functionality available through the Services, Third-Party Services or Third-Party Products, their reliability, availability, or ability to meet Client’s needs. TO THE EXTENT NOT PROHIBITED BY LAW, WONDERLIC AND ITS AFFILIATES (AND ASSOCIATED SERVICE PROVIDERS (INCLUDING ANY THIRD-PARTY PROVIDERS)) (A) PROVIDE THE SERVICES, THIRD-PARTY SERVICES AND THIRD-PARTY PRODUCTS “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, (B) MAKE NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT) WITH RESPECT TO THE SERVICES, THIRD- PARTY SERVICES AND THIRD-PARTY PRODUCTS, AND (C) DO NOT GUARANTEE THAT THE SERVICES, THIRD-PARTY SERVICES AND THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. 5.2 Damages Limitations. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL WONDERLIC AND ITS AFFILIATES, RESELLERS, DIRECTORS, OFFICERS, EMPLOYEES, EQUITYHOLDERS, AGENTS, PARTNERS, SUPPLIERS, LICENSORS OR THIRD-PARTY PROVIDERS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, BUSINESS INTERRUPTION, LOSS OF OPPORTUNITY, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF WONDERLIC HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. 5.3 Damages Cap. THE AGGREGATE LIABILITY OF WONDERLIC AND ITS AFFILIATES, DIRECTORS, OFFICERS, RESELLERS, EMPLOYEES, EQUITYHOLDERS, AGENTS, SUPPLIERS, LICENSORS OR THIRD-PARTY PROVIDERS TO CLIENT RELATING TO THE SERVICES WILL BE LIMITED TO THE MOST RECENT YEARLY FEE THAT YOU PAID FOR THAT SERVICE. WONDERLIC AND ITS AFFILIATES, DIRECTORS, OFFICERS, RESELLERS, EMPLOYEES, EQUITYHOLDERS, AGENTS, SUPPLIERS, AND LICENSORS HAVE NO LIABILITY RELATING TO THE THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS. THE AGGREGATE LIABILITY OF ANY THIRD-PARTY PROVIDER AND ITS AFFILIATES, DIRECTORS, OFFICERS, RESELLERS, EMPLOYEES, EQUITYHOLDERS, AGENTS, SUPPLIERS, OR LICENSORS, RELATING TO THE THIRD-PARTY SERVICES OR THIRD-PARTY PRODUCTS WHICH SUCH THIRD-PARTY PROVIDER PROVIDES, WILL BE LIMITED TO THE MOST RECENT YEARLY FEE THAT YOU PAID FOR THAT THIRD-PARTY SERVICE OR THIRD-PARTY PRODUCT. THE LIMITATIONS AND EXCLUSIONS ALSO 11 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. 5.4 Effect of Applicable Law. THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN JURISDICTIONS WHERE THE FOREGOING TYPES OF EXCLUSIONS AND LIMITATIONS ARE NOT ALLOWED AS A MATTER OF LAW, WONDERLIC AND ITS AFFILIATES ARE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF WONDERLIC’S FAILURE TO USE REASONABLE SKILL AND CARE OR WONDERLIC’S BREACH OF THESE TERMS OF AN AGREEMENT WITH YOU. NOTHING IN THESE TERMS AFFECTS CONSUMER RIGHTS THAT CANNOT BY LAW BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT. 5.5 Allocation of Risk. Nothing in these Terms shall exclude or limit the liability of you or Wonderlic and its affiliates, officers, employees, agents, licensors, resellers, suppliers and distributors (including any Third-Party Provider) for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded or limited by law. The provisions of this Section allocates the risks under these Terms between You and Wonderlic, and You agree and acknowledge that You and Wonderlic have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services. 6. PROPRIETARY RIGHTS AND CONFIDENTIAL INFORMATION. 6.1 Wonderlic’s Proprietary Information. The Services (including all contents of any website through which the Services are offered, all copyrightable works of authorship made available to You in connection with the Services, and all information submitted by You or any Candidate through the Services) and Wonderlic’s confidential information belong to Wonderlic, and/or its suppliers, affiliates, or licensors. Wonderlic or its licensors own and reserve all rights, title and interest in and to the Services and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to You to use the Services. No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms. 6.2 Confidential Information. During your use of the Services, Wonderlic may share information with You that is confidential, sensitive or should be kept secret. All information contained in the Wonderlic Select or Develop platform (or exported therefrom) shall be considered Confidential Information, whether marked as confidential or not. All other Confidential Information exchanged between the parties must be clearly marked as confidential. If Wonderlic provides any documents or information to You that are labeled “confidential,” such information is to be treated as Wonderlic’s confidential information. Other than personally identifiable information (which Wonderlic agrees not to knowingly disclose to any third party), Wonderlic is under no obligation to keep confidential any information that You provide to Wonderlic, whether through the Services or otherwise. In particular, if You provide information that: (a) Wonderlic already knows at the time of disclosure; (b) was provided to Wonderlic by a third party who had the right to disclose it; (c) is generally available to the public; or (d) was independently developed by Wonderlic without using any of Your confidential information, then that information will not 12 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A be considered confidential. The same goes for information that Wonderlic provides to You that falls into any of these categories. Client agrees that Client: (i) will treat Wonderlic’s information with at least the same degree of care that Client treats its own confidential information; (ii) will use Wonderlic’s confidential information only in connection with these Terms and the Services; (iii) only share the information with others who have a need to know in connection with the Services and who have agreed in writing to treat it as confidential (as outlined in this section); and (iv) not share the information with any third party except as allowed in these Terms or through the Services. Wonderlic acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by Wonderlic to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 6.3 Comments and Usage Data. For the avoidance of doubt, if You provide comments, suggestions and recommendations to Wonderlic about the Services (e.g., modifications, enhancements, improvements) (collectively, “Feedback”), You are automatically assigning all of Your rights in such Feedback to Wonderlic. In addition, Wonderlic shall have and retain the right to collect, store, and use usage data derived from Your use of the Services and Third-Party Products and Third-Party Services (“Usage Data”) for its and its affiliates’ own business purposes, including, without limitation, support, operational planning, product innovation and sales and marketing of the Services and other services. Wonderlic agrees not to publicly disclose any Usage Data in a manner that could reasonably be expected to identify You. 7. ACCEPTABLE USE POLICY 7.1 You agree You will not, nor will You encourage, permit, or assist others to, harm the Services or use the Services to harm others. For example, You must not use the Services to harm, threaten, or harass another person, organization or Wonderlic and/or to build a similar service or compete with Wonderlic. You must not: (a) damage, disable, overburden, or impair the Services (or any network connected to the Services); (b) resell or redistribute the Services or any part of it; (c) use any unauthorized means to modify, reroute, or gain access to the Services or attempt to carry out these activities; (d) use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Wonderlic) to access or use the Services; (e) use the Services beyond the features allocation and amounts provided in that Service or in violation of our fair use policy; (f) use the Services to, and/or cause Wonderlic to, violate any law or distribute any malware or malicious content to any third party (including any Candidate); (g) use the Services to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (h) use the Services in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity; (i) distribute, post, share information or content illegally or without permission; (j) use the Services to disseminate or promote terrorism or terrorist activities; (k) use the Services to disseminate material that may infringe upon legally protected social rights and freedoms of a person(s) and/or as defined by domestic and public international laws and/or other legal norms; or (l) discriminate against or violate the rights of any individual (including but not limited to any Candidate). 13 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 7.2 In addition, You agree You will not, nor will You encourage, permit, or assist others to, (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Site or Services in any form or media or by any means; or (b) reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services; or (c) access all or any part of the Services in order to build a product or service that competes with the Services; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Services or their output (including, without limitation, reports and analytics), or otherwise make the Services or their output (including, without limitation, reports and analytics) available to any third party (e.g., as a service bureau); or (e) circumvent or disable any security or other technological features or measures of the Services. 8. TERM AND TERMINATION. 8.1 Term. The term of an Agreement shall (i) commence on the date Client orders the Services or as specified in an order or proposal, and continue until the date specified in any such order or proposal (the “Initial Term”) and (ii) unless otherwise specified within the Agreement, automatically renew for one (1) successive one (1) year term ( “Renewal Term” and collectively with the Initial Term, the “Term”) unless a party provides written notice to the other party of its intent to not renew at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term. Wonderlic may revise the pricing of any Agreement upon at least forty five (46) days’ notice before the end of the then-current Initial Term or Renewal Term, with such revised pricing effective upon commencement of the next Renewal Term. 8.2 Termination. An Agreement may be terminated by either party if the other party commits a material breach of these Terms, Ancillary Terms or an Agreement and such breach is not cured within fifteen (15) days of the breaching party’s receipt of notice of the breach. In the event that You materially breach and fail to timely cure under any one Agreement with Wonderlic, Wonderlic may terminate all Agreements with You based on such uncured material breach. Any failure by You to timely make payment to Wonderlic in accordance with the terms of an Agreement shall be deemed a material breach. 8.3 Suspension of Services. You agree and acknowledge that Wonderlic may suspend or terminate Your access to the Services at any time in its sole discretion if (a) You are in breach of these Terms or an Agreement; (b) Your use of the Services could cause a risk of harm or loss to Wonderlic or other users; or (c) You are overdue on any payment owed to Wonderlic. When reasonable and as required by law, Wonderlic will provide you reasonable advance notice of a suspension as well as an opportunity to correct any actions that led to Wonderlic’s decision. Wonderlic may not provide advance notice of a suspension or termination if You are in material breach of these Terms, Ancillary Terms or an Agreement, if such notice could lead to civil or criminal liability for Wonderlic, or if providing notice would compromise Wonderlic’s ability to provide the Services to our other users. For the avoidance of doubt, Wonderlic may still make a determination that it does not want to continue offering You access to the Service at any time for any or no reason. Wonderlic’s sole liability for terminating Your access to the services without cause will be to refund any prepaid amounts for the reminder of the Term for Services to which Wonderlic refuses to provide You with access. 14 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 8.4 Survival. All provisions herein that would reasonably survive termination or expiration of an Agreement will survive termination or expiration of these Terms, Ancillary Terms and any Agreement. 9. MISCELLANEOUS. 9.1 Updates. Wonderlic may make deployments of changes, updates or enhancements to the Services at any time. Wonderlic may also add or remove functionalities or features, or Wonderlic may suspend or stop the Services altogether. Wonderlic specifically reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Services or any service to which they connect, with or without notice and without liability to You. Wonderlic may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). Updates may modify or delete certain features and/or functionalities of the Services or delete or remove certain information (including Client Data) previously accessible in the Services. You agree that Wonderlic has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Services to You. You further agree that all Updates will be (i) deemed to constitute an integral part of the Services, and (ii) subject to these Terms and the terms of all applicable Agreements and Ancillary Agreements. 9.2 Third-Party Products and Third-Party Services. Wonderlic may make available to You third-party applications, services or products, for use in connection with the Services (“Third-Party Products”). Except as otherwise noted, these Third-Party Products are not necessary for the use of the Services and Your use of the Third-Party Products (and any exchange of any information, license, payments etc.) is solely between You and the applicable Third-Party Provider. In addition, Wonderlic may contract with Third Party Providers on Your behalf to arrange the provision of Third-Party Services or Third-Party Products. In some cases, Wonderlic may collect payment from You and remit payment to a Third-Party Provider for Third- Party Products or Third-Party Services provided to You. Such coordination is done for Your convenience only, and Wonderlic makes no representations or warranties of any kind and assumes no liability of any kind for Your use of such Third-Party Products or Third Party Services. If you have any questions or concerns regarding a Third-Party Product or Third-Party Services, then please contact the applicable Third-Party Provider. 9.3 Independent Contractor. The parties are independent contractors. Neither party is the agent of the other, and may not bind or represent the other in any way. 9.4 Equitable Relief. Each party agrees that any breach of Sections 3.1, 3.2, 3.3, 3.4, 3.7, 38, 3.9, 3.10, 6.2, and 7 would cause the injured party irreparable injury for which monetary relief would not provide adequate compensation, and that in addition to any other remedies available, the non-breaching party will be entitled to injunctive relief against such breach or threatened breach, without the necessity of proving actual damages. 9.5 Jurisdiction. These Terms, Ancillary Terms and any Agreement shall be governed solely by the laws of the State of Texas without reference to any principle conflicts of law. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs in any action brought under or to enforce these Terms or an Agreement. 15 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 9.6 Notices. Wonderlic may send notices pursuant to these Terms, Ancillary Terms or any Agreement to Client’s email address and such notices will be deemed received when sent. Client may send notices pursuant to these Terms, Ancillary Terms or any Agreement to: Wonderlic, Inc. 544 Lakeview Parkway Suite 210 Vernon Hills, IL 60061 E-mail: legal@wonderlic.com Notices to Wonderlic will be not be deemed received until Client obtains delivery confirmation or Wonderlic acknowledges receipt. A copy of all notices to Wonderlic must also be sent to Wonderlic via email at the email address above. 9.7 Force Majeure Events. The performance under these Terms, Ancillary Terms or an Agreement by either party is subject to Acts of God, war, terrorist attacks, weather, earthquake, other natural disasters, labor unrest, failure of the Internet or other forces beyond the performing party’s reasonable control (each, a “Force Majeure Event”) No delay or failure to perform will constitute a breach of this Agreement if it is due to a Force Majeure Event, provided that Client’s delay in making any required payment will not be excused. Except for Client’s payment obligations, the time for performance shall be extended for a period equal to the duration of the Force Majeure Event. Each party shall use reasonable efforts to minimize the delays, notify the other party promptly, and inform the other party of its plans to resume performance. 9.8 Currency. All payments shall be paid in U.S. dollars. 9.9 Assignment. Client may not assign these Terms, Ancillary Terms or an Agreement without Wonderlic’s prior written consent. Client agrees and acknowledges that Wonderlic may freely assign or delegate its rights and obligations under these Terms, Ancillary Terms or an Agreement. Except as set forth herein, these Terms, Ancillary Terms and all Agreements will be binding upon and inure to the benefit of the parties’ respective successors and assigns. Wonderlic shall provide prompt written notice of assignment to client. 9.10 Amendment. Wonderlic may amend, waive or modify these Terms in its sole discretion at any time upon notice to You. Your continued use of the Services or Third-Party Services after the effective date of any modification to these Terms will constitute Your acceptance of the new Terms. If You do not agree to the new Terms, You must provide written notice to Wonderlic within thirty (30) days of receiving notice of such new Terms, and You are no longer authorized to use the Services and must immediately cease use of the Services and Wonderlic will have no obligation to return or refund any pre-paid fees through the end of the then-current Initial Term or Renewal Term. 9.11 Construction. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. No waiver of a breach of these Terms, Ancillary Terms or any Agreement will constitute a waiver of any prior or subsequent breach of these Terms, Ancillary Terms or any Agreement. In the event that a provision of these 16 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A Terms, Ancillary Terms or any Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of these Terms, Ancillary Terms or any Agreement will continue in full force and effect. These Terms, Ancillary Terms, any Agreement and the proposal and order set forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Any cause of action or claim You may have with respect to these Terms, any Agreement, any Ancillary Agreement, or the Services (including the output obtained therefrom) must be commenced within nine 9 months after the claim or cause of action arises or such claim or cause of action shall be barred. Wonderlic reserves the right to seek all remedies available at law and in equity for violations of these Terms, any Agreement, or any Ancillary Agreement, including, without limitation, the right to disable or prevent use of the Services. IN WITNESS WHEREOF, the parties have signed these Terms as of the date first written below. WONDERLIC, INC. By: Its: Date: City of Denton By: Its: Date: 17 Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A 5/26/2026 VP, Sales and Partnerships Buyer 5/27/2026 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 511FF213-4600-80DA-8388-9F64E0CBBE8A X X Christina Dormandy Wonderlic, Inc 5/26/2026 X X Certificate Of Completion Envelope Id: 511FF213-4600-80DA-8388-9F64E0CBBE8A Status: Completed Subject: ***Purchasing Approval***9039 - Wonderlic Agreement Source Envelope: Document Pages: 19 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 3 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 5/20/2026 1:58:22 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 5/20/2026 2:03:10 PM Viewed: 5/20/2026 2:03:18 PM Signed: 5/20/2026 2:03:23 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/20/2026 2:03:24 PM Viewed: 5/20/2026 3:34:21 PM Signed: 5/20/2026 3:41:39 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/20/2026 3:41:40 PM Viewed: 5/22/2026 2:36:11 PM Signed: 5/22/2026 2:43:51 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Scott Sivright scott.sivright@wonderlic.com VP, Sales and Partnerships Wonderlic, Inc Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.208.51.243 Sent: 5/22/2026 2:43:53 PM Resent: 5/26/2026 8:01:32 AM Viewed: 5/26/2026 8:03:00 AM Signed: 5/26/2026 8:06:18 AM Electronic Record and Signature Disclosure: Accepted: 5/22/2026 3:00:15 PM ID: e15bc20f-ecf0-4af5-b5c8-54114252601f Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/27/2026 9:41:11 AM Viewed: 5/27/2026 9:41:24 AM Signed: 5/27/2026 9:41:36 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 5/27/2026 9:41:38 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Charla Warren charla.warren@cityofdenton.com Talent Acquisition Manager Security Level: Email, Account Authentication (None) Sent: 5/27/2026 9:41:38 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/20/2026 2:03:10 PM Envelope Updated Security Checked 5/27/2026 9:41:10 AM Certified Delivered Security Checked 5/27/2026 9:41:24 AM Signing Complete Security Checked 5/27/2026 9:41:36 AM Completed Security Checked 5/27/2026 9:41:38 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Scott Sivright How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.