7181 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Master Services Agreement
This Master Services Agreement (this “MSA”) constitutes a binding agreement between the insightsoftware entity listed in the Purchase
Agreement (“insightsoftware”) and the Customer identified in the Purchase Agreement or the entity or person with access to
insightsoftware proprietary Software (“Customer” or “You”). This MSA provides the terms and conditions upon which insightsoftware
may grant Customer a license to use proprietary software and documentation including standard installation materials, specifications,
and online user documents as normally made available by insightsoftware in connection with specific Software (“Documentation”)
(such proprietary software and Documentation and all related updates provided to You by insightsoftware, are collectively called the
“Software“), and the provision of other related services by insightsoftware, which may include providing Software to Customer on a
Software-as-a-Service basis (“Services”).
1. Purchase Agreement: The specific Software licenses and Services acquired by Customer, and associated commercial terms,
including as applicable licensed number of users, software license fees, and Support fees, are specified in a separate purchase
agreement, printed or online order form, statement of work, or other similar document agreed to by insightsoftware (or insightsoftware’s
reseller) and Customer (“Purchase Agreement”). Together this MSA and the Purchase Agreement(s) form the Agreement.
2. Effective Date: This Agreement is effective as of the Order Effective Date of the Purchase Agreement (the “Effective Date“)
3. Grant of License:
3.1 Software License. Where the Customer licenses Software from insightsoftware under the applicable Purchase Agreement,
and subject to the terms of this Agreement and payment of the fees set forth in the Purchase Agreement, insightsoftware grants to
Customer a worldwide, non-exclusive, non-transferable right (with no right to sublicense) to use the Software provided by
insightsoftware to You along with this Agreement and a license key for such Software (“License Key”), solely for the number of
users specified in the Purchase Agreement. The Purchase Agreement shall specify if the license purchased is perpetual
(“Perpetual License”) or for a term period (“Subscription License”). Customer may, at its option and expense, allow a third party
to host the Software on its computers on Customer’s behalf. Customer is responsible for ensuring that the hosting entity complies
with the terms and conditions of this Agreement and Customer is fully responsible to insightsoftware for the acts and omissions of
such hosting entity. Customer is liable for any additional License fees due to insightsoftware in the event the hosting entity exceeds
the number of users licensed or otherwise exceeds the scope of the license granted by this Agreement.
3.2 Subscription License Use Rights. Where the Purchase Agreement specifies that Customer has agreed to a specified
subscription term, and subject to the terms of this Agreement and payment of the fees set forth in the Purchase Agreement,
insightsoftware grants to Customer during the subscription term of the Purchase Agreement a worldwide, non-exclusive, non-
transferable right (with no right to sublicense) to access and use the Service provided by insightsoftware to You.
3.3 Customer Responsibilities. Customer shall have sole responsibility for ensuring that Customer’s use of the Software to
process its data or information complies with the terms of any third-party software or database license terms. Customer is
responsible for undertaking the proper supervision, control and management of its use of the Software including, but not limited to:
(a) assuring proper supported environment configuration, Software installation and operating methods; (b) installing and operating
the Software and any new releases in conformity with any instructions received from insightsoftware; and (c) following industry
standard procedures for the security of data, accuracy of input and output, and back-up plans, including restart and recovery in the
event of hardware or software error or malfunction. Customer is responsible for maintaining a procedure external to the Software
for reconstruction of lost or altered files, data and programs.
4. Term and Termination
4.1 The term of this Agreement shall commence on the Effective Date and shall remain in effect for three (3) years or until such
time as InsightSoftware’s proprietarty software is removed from Customer’s computers as set forth in the Purchase Agreement
unless terminated earlier as set forth herein. This Agreement shall remain in full force and effect until the termination or expiration
of all Purchase Agreements entered in connection with this Agreement.
4.2 This Agreement may be terminated as set forth below.
4.2.1 for cause by either party in the event of any material breach by the other party which breach remains uncured thirty (30)
days after the provision of written notice thereof;
4.2.2 by mutual written agreement of the parties; or
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4.2.3 after all License fees are paid in full, (i) for perpetual Software licenses, and (ii) for Service fees for professional services,
Customer may terminate this Agreement at any time for any reason, at Customer’s sole discretion, subject to Customer
providing thirty (30) days prior written notice to insightsoftware (“Termination for Convenience”). For the sake of clarity,
Termination for Convenience is applicable to Perpetual Software Licenses only. Termination for Convenience is not applicable
for Subscription Licenses.
Upon insightsoftware’s receipt of a notice of Termination for Convenience, this Agreement will terminate in accordance with
this Agreement. Customer acknowledges and agrees that fees paid are not subject to refund in the event of any Termination
for Convenience.
4.3 Upon termination of this Agreement for any reason, Customer shall discontinue use of any Software and Services, shall either
return or destroy any Software within Customer’s possession or control, and shall certify in writing to insightsoftware that all copies
of the Software have been returned or destroyed. Notwithstanding anything to the contrary contained in this Agreement, Sections 5
through 8, and 10 through 16 of this Agreement shall survive any expiration or termination of this Agreement for any reason.
5. Title
5.1 All rights, title and interest in and to the Software and Services, including all enhancements, updates, modifications and
corrections thereto and derivatives thereof, and all work product created in connection with the performance of Services, and any
intellectual property rights therein furnished under this Agreement shall remain with insightsoftware or its licensors. As between
insightsoftware and Customer, insightsoftware owns all work product related to or arising out of this Agreement and any
methodologies, techniques, know-how and processes related thereto and any intellectual property rights therein, and such work
product shall be licensed to Customer for use solely in accordance with the Software and Services pursuant to the terms of the
Grant of License contained within this Agreement. The Services and Software may be protected by U.S. copyright, trade secret
and other laws and international treaty provisions. The Software, services and any work product are agreed to be insightsoftware’s
or its licensors’ intellectual property, whether or not any portion thereof is or may be subject to an issued patent or copyright
registration.
5.2 No modifications or changes made by Customer to the Software or Services, however extensive, shall reduce the title and
ownership rights of insightsoftware or its licensors, to said Software; provided, however, that modifications will void any applicable
warranties.
5.3 The Documentation may contain information on certain open-source and other third-party software that is included with or
incorporated into the Software (“Third-Party Software”). Certain Third-Party Software must be and is licensed directly by You
pursuant to the licenses associated with such software, and is not sublicensed by insightsoftware under the terms of this
Agreement. The Documentation also lists prerequisite software (“External Software”) and hardware that You must acquire for use
with the Software and Services for the applicable warranties to apply. insightsoftware is not responsible for the performance of any
Third-Party Software, External Software or hardware.
5.4 insightsoftware shall be the sole owner of all intellectual property rights in and to any suggestions or feedback made or
provided by Customer with respect to the Software and Services, and Customer hereby irrevocably assigns to insightsoftware all
such intellectual property rights.
6. Use of the Software and Services
6.1 Subject to the terms of this Agreement, Customer may use the Software and Services solely to process information or records
of Customer and its Affiliates. For purposes of this Agreement, an “Affiliate” means an entity that directly or indirectly controls, is
controlled by, or is under common control with, a party to this Agreement. For purposes of the foregoing, “control” means the
ownership of (i) greater than fifty percent (50%) of the voting power to elect directors of the company, or (ii) greater than fifty
percent (50%) of the ownership interest in the company.
6.2 In no event may Customer use the Software or Services to process information or records of any third party other than an
Affiliate of Customer, or allow timesharing, rental or use of the Software or Services in a service bureau or as a provider of
outsourced services.
6.3 The Software and Services provided herein shall not include source code. Customer shall not decompile, or reverse engineer,
or otherwise seek to discover the source code to the Software or Services.
6.4 Unless otherwise required by law, including the Texas Public Information Act, Customer will not copy the Documentation,
Software or Services in whole or in part, except for back-up or archival purposes, without the prior express written consent of
insightsoftware.
6.5 The Software, Services and Documentation may contain trademark, copyright and other proprietary notices and markings, and
Customer shall retain and not modify or remove any such notices or markings, and Customer shall not take any action which would
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adversely affect proprietary rights or copyrights therein. Customer may not adopt, use or register any trademark, trade name or
other marketing name of insightsoftware or any of its Affiliates, nor use any confusingly similar trademark, trade name or other
marketing name as those used or owned by insightsoftware or any of its Affiliates.
6.6 Customer shall not authorize or permit unauthorized access to the Software or Services. Customer shall not use the Software
or Services to create, or enable any third party to create, any software or services that compete with any business of
insightsoftware.
6.7 Customer shall not distribute, market, sell, lease, or sublicense the Software, and shall not use the Software or Services in a
manner not authorized by this Agreement. Customer shall not use the Software or Services in a manner that violates any
applicable law, including in violation of the intellectual property or other rights of any third party, including privacy rights.
6.8 Customer’s right to use the Software and Services is limited to the number of individual users specified in the Purchase
Agreement associated with this Agreement. Customer shall ensure that each user shall access the Software or Services, as
applicable, with a user ID and password that is unique to that user.
6.9 The Software and Services may include a License Key and other technology designed to prevent unauthorized use and
copying, including without limitation to enforce limitations on number of users. This technology may prevent use of the Software
and Services that is not permitted. You agree not to circumvent or attempt to circumvent any such anti-copying mechanisms.
6.10 insightsoftware reserves all rights not specifically granted herein.
7. Confidentiality
7.1 “Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the
“Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential. Confidential Information includes,
without limitation, all information relating to the Disclosing Party’s business plans, marketing plans, customers, technology,
employee and organizational information, product designs, product plans and financial information. Confidential Information of
insightsoftware also includes the results of any tests or analyses run by You on the Software or Services. Confidential Information
does not include information that (i) is already known to the Recipient prior to its disclosure by the Disclosing Party; (ii) is or
becomes generally known through no wrongful act of the Recipient; (iii) is independently developed by the Recipient without use of
or reference to the Disclosing Party’s Confidential Information; or (iv) is received from a third party without restriction and without a
breach of an obligation of confidentiality. Subject to the preceding sentence, Confidential Information includes the Services and
Software and all Customer data and the pricing and terms set forth herein, as well as any Purchase Agreement. Either party may
disclose Confidential Information on a need to know basis to its Affiliates, contractors and service providers who have executed
binding written agreements requiring confidentiality and non-use obligations at least as restrictive as those in this Section 1. The
Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission except as
necessary for the provision of the services or use of the Software, or as otherwise allowed herein. The Recipient shall protect the
confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own
confidential information of a similar nature, but using not less than a reasonable degree of care. The Recipient may disclose
Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order,
provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law.
Customer agrees to maintain in confidence, and not to disclose to third parties or use, except for such use as it is expressly
permitted herein or to the extent that the information is subject to the Texas Public Information Act (TPIA).
7.2 insightsoftware shall have the right to view Customer usage statistics and may compile aggregate statistical analysis data and
reports for internal use only. Any reporting that contains aggregated data shall preserve Customer’s anonymity and the
confidentiality of Customer’s usage data.
7.3 Each party acknowledges and agrees that violation of this Section may cause irreparable harm to the Disclosing Party, and the
Recipient agrees that the Disclosing Party may seek injunctive relief if the Recipient breaches or threatens to breach this Section,
without needing to post any bond, and without limitation of any other rights and remedies available to it.
8. Limited Warranty
8.1 Each party warrants and represents that it has all requisite legal authority to enter into this Agreement.
8.2 insightsoftware warrants that: (i) any Software provided to Customer will substantially conform in all material respects to its
Documentation for a period of ninety (90) days immediately following the Effective Date (“Warranty Period”); and (ii) all Services
will be performed by Customer in a professional, workmanlike manner. At no additional cost, and as Customer’s sole and exclusive
remedy for failure to meet the limited warranty set forth in this Section, and as insightsoftware’s sole obligation and liability and
Customer’s sole remedy under this Section, (A) for a breach of warranty with respect to Software, insightsoftware will use
commercially reasonable efforts to correct the specified nonconformity to the applicable Documentation, or at insightsoftware’s sole
discretion and option, refund the applicable Software license fee paid by Customer upon return of the applicable Software
materials, which will serve to terminate this Agreement, and (B) for a breach of warranty with respect to Services, insightsoftware
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will use commercially reasonable efforts to reperform the applicable Services, or at insightsoftware’s sole discretion and option,
refund the applicable Services fees paid by Customer and terminate this Agreement. The foregoing warranty obligation applies
only if Customer promptly notifies insightsoftware in writing of said nonconformity, and such notice outlines the specific details of
the nonconformity. At no additional cost, and as Customer’s sole and exclusive remedy for failure to meet the limited warranty set
forth in this Section, and as insightsoftware’s sole obligation and liability and Customer’s sole remedy under this Section, (A) for a
breach of warranty with respect to Software, insightsoftware will use commercially reasonable efforts to correct the specified
nonconformity to the applicable documentation, or at insightsoftware’s sole discretion and option, refund the applicable Software
license fee paid by Customer upon return of the applicable Software materials, which will serve to terminate this Agreement, and
(B) for a breach of warranty with respect to Services, insightsoftware will use commercially reasonable efforts to reperform the
applicable Services, or at insightsoftware’s sole discretion and option, refund the applicable Services fees paid by Customer and
terminate this Agreement. The foregoing warranty obligation applies only if Customer promptly notifies insightsoftware in writing of
said nonconformity, and such notice outlines the specific details of the nonconformity.
8.3 The limited warranty set forth in this Section shall be void if a failure of the Software to conform is caused by (i) the use of the
Software other than the most current version, (ii) the use or operation of the Software with an application or in an environment
other than as set forth in the Documentation, or (iii) modifications to the Software that were not made by insightsoftware or
insightsoftware’s authorized representatives.
8.4 Except as expressly set forth herein, neither party makes any representations or warranties of any kind, whether
express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement.
insightsoftware does not represent or warrant that Customer’s use of the Software will be error free. insightsoftware’s
express warranties shall not be enlarged, diminished, or affected by and no obligation or liability shall arise out of
insightsoftware’s rendering of technical or other advice or service in connection with the Software.
9. Support: With respect to any Software licensed under the Purchase Agreement:
9.1 Subject to payment of applicable fees, Insightsoftware offers annual maintenance and support services for the Software
("Support"). Support is provided for the current release for the designated standard Software and includes the following: (i) error
analysis when the Software is not performing in conformance with the Documentation; (ii) fixes as applicable to ensure
conformance with the Documentation; (iii) Documentation updates as necessary; and (iv) new releases as insightsoftware deems
appropriate; provided, that any such new release contain only standard code. Should Customer’s Software contain non-standard
code, whether created by Customer or delivered by insightsoftware, Customer is responsible for integrating non-standard code into
the new release. The cost of solving any problem attributable to non-standard code or attributable to interface software supplied by
other vendors will be charged to Customer on a time and materials basis at insightsoftware’s then-current standard rates.
9.2 Support include Customer access to insightsoftware Customer Support. insightsoftware Customer Support includes reasonable
consultation and assistance on proper use of the Software that can be accomplished by web, e-mail, or telephone.
10. Indemnification
10.1 insightsoftware’s Indemnification Obligation. Subject to the terms and conditions set forth in this Section, insightsoftware
shall, at its own expense, defend Customer and its Affiliates, subsidiaries, officers, directors, shareholders, and employees
(“Customer Indemnitees”) from and against any and all allegations, threats, claims, suits, and proceedings brought by unaffiliated
third parties (collectively “Claims”) arising from an allegation that any Software or Services provided to Customer hereunder
(“Subject IP”) as used in accordance with the Documentation and this Agreement, infringes such third party’s copyrights or
trademarks, or misappropriates such third party’s trade secrets; and shall indemnify Customer Indemnitees from and against
liability, damages, and costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys’ fees)
(collectively, “Losses”) to the extent based upon such a Claim. The foregoing indemnification obligations apply only if each of the
following conditions are met: Customer (i) gives insightsoftware prompt written notice of such Claim, (ii) grants insightsoftware sole
control of the defense or settlement of such Claim and (iii) reasonably cooperates with insightsoftware, at insightsoftware’s
expense, in its defense or settlement of the Claim. insightsoftware may, at its option and expense, (A) replace the Subject IP with
compatible non-infringing functionality, (B) modify the Subject IP so that it is non-infringing, (C) procure the right for Customer to
continue using the Subject IP, or (D) if the foregoing options are not reasonably available, terminate the license to use the Subject
IP and refund Customer all license fees paid by Customer that is applicable to the Subject IP being terminated, pro-rated over a
five (5) year useful life in the case of a perpetual license to Software. insightsoftware shall have no obligation to Customer with
respect to any Claim if such Claim is based upon (I) Customer’s use of a version of the Subject IP that is not the most current
version, if Customer’s liability would have been avoided with the use of the most current version, (II) Customer’s use of the Subject
IP in a manner not expressly authorized by this Agreement, (III) the combination, operation, or use of the Subject IP with any third
party product or service that was not listed in the Documentation, if Customer’s liability would have been avoided or reduced in the
absence of such combination, use, or operation, or (IV) modifications to the Subject IP other than as authorized in writing by
insightsoftware. THIS SECTION SETS FORTH INSIGHTSOFTWARE’S ENTIRE OBLIGATION TO CUSTOMER WITH RESPECT
TO ANY CLAIM OF INFRINGEMENT. NO WAIVER OF GOVERNMENTAL IMMUNITY: THE PARTIES EXPRESSLY AGREE
THAT NO PROVISION OF THE CONTRACT IS IN ANY WAY INTENDED TO CONSTITUTE A WAIVER BY THE CITY OF
DENTON OF ANY IMMUNITIES FROM SUIT OR FROM LIABILITY THAT THE CITY OF DENTON MAY HAVE BY OPERATION
OF LAW.
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10.2 Customer’s Indemnification Obligation. To the extent authorized by the laws of the State of Texas, Customer shall
indemnify defend, and hold harmless, Insightsoftware, its directors, officers and employees from any third party claims
related to customer’s negligent performance under this Contract. Subject to the terms and conditions set forth in this Section,
to the extent authorized by the laws of the State of Texas, Customer shall, at its own expense, defend insightsoftware and its
Affiliates, subsidiaries, officers, directors, shareholders, and employees, (“insightsoftware Indemnitees”) from and against any
and all Claims arising from an allegation of Customer’s unauthorized use of the Software, or any Customer data, infringes or
misappropriates such third party’s intellectual property rights, and shall indemnify insightsoftware Indemnitees from and against
Losses to the extent based upon such a Claim. The foregoing indemnification obligations apply to the extent each of the following
conditions are met: insightsoftware (i) gives Customer prompt written notice of such Claim, (ii) grants Customer sole control of the
defense or settlement of such Claim, and (iii) reasonably cooperates with Customer, at Customer’s expense, in its defense or
settlement of the Claim.
11. Limitation of Liabilities: EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND FOR BREACHES OF
CONFIDENTIALITY OBLIGATIONS SET FORTH ABOVE, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY
ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED TWO (2) TIMES THE TOTAL
AMOUNT OF LICENSE AND/OR SUPPORT FEES PAID BY CUSTOMER TO INSIGHTSOFTWARE FOR THE RELEVANT
SOFTWARE WITHIN THE TWELVE (12) MONTHS PRECEDING ANY APPLICABLE CLAIM.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE
DAMAGES OF ANY KIND, OR FOR ANY LOST PROFITS OR LOST REVENUE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES
SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. INSIGHTSOFTWARE’S THIRD
PARTY SUPPLIERS DISCLAIM ANY AND ALL DIRECT LIABILITY TO CUSTOMER AND ITS AFFILIATES UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL AND
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA AND OTHER SUCH DAMAGES.
12. Assignment: Customer’s rights in and to the Software and Services provided under this Agreement, and Customer’s rights and
obligations under this Agreement, may not be assigned, licensed, pledged, or otherwise transferred voluntarily, by operation of law or
otherwise without insightsoftware’s prior written consent, and any such prohibited assignment or attempted assignment in breach of this
Section shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement to any Affiliate, provided that
Customer may not assign this Agreement to a competitor of insightsoftware. Customer must provide insightsoftware prompt written
notice of any such assignment and insightsoftware must provide Customer reasonably practical written notice of any such assignment.
In the event of a permitted assignment, this Agreement shall be binding upon and shall inure to the benefit of the parties’ respective
successors and assigns.
13. Notices: Except for invoices, all notices which either party is required or may desire to give the other party hereunder shall be given
by certified or registered mail, return receipt requested, or nationally recognized overnight courier service. Such notice shall be deemed
given on the date of the receipt (or refusal) of delivery. All notices to Customer shall be sent to the address provided at the time of
licensing, unless and until written notice is given of any other address. All notices to insightsoftware shall be sent to insightsoftware
Software, 3301 Benson Drive, Suite 201, Raleigh, NC, 27609; Attention: Legal, unless and until written notice is given of any other
address.
14. Export Compliance: Customer shall not: (i) permit any third party to access or use the Software or Services in violation of any law
or regulation; or (ii) export the Software or Services or otherwise remove the foregoing from the United States except in compliance with
all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Customer shall not permit any third party to
access or use the Software or Services in, or export it to, a country subject to a United States embargo.
15. Governing Law
15.1 Americas. If the address You provided in the Purchase Agreement is in North America, Central America or South America,
the interpretation, construction, and validity of this Agreement shall be governed by the laws of the State of Texas , USA without
regard to the conflicts of laws principles.
15.2 Any Other Country. If the address You provided in the Purchase Agreement is in any other country, the interpretation,
construction, and validity of this Agreement shall be governed by the laws of England and Wales.
15.3 In no event shall this Agreement be governed by the U.N. Convention on Contracts for the International Sale of Goods, the
application of which is expressly excluded.
16. General
16.1 Titles and Paragraph headings are for convenient reference and are not a part of this Agreement. This Agreement, including
the Purchase Agreement and all documents incorporated herein by reference, constitutes the entire agreement between the
parties relating to the Software and Services, supersedes in full all prior discussions, correspondence and agreements between the
parties relating to the Software and Services and may be modified or supplemented only by a document agreed to by an
Rev. 2019-04-01 Page 6 of 6 Confidential
authorized representative of each party. Any preprinted terms and conditions of any purchase order or other ordering document
issued by Customer in connection with this Agreement shall be deemed to be for Customer’s convenience only and shall in no way
modify, add to or delete from the terms and conditions of this Agreement or any Purchase Agreement.
16.2 insightsoftware shall not be liable for delays in any of its performance hereunder due to causes beyond its reasonable control,
including but not limited to, acts of God, strikes, acts of war, terrorism, failure of the Internet, or inability to obtain labor or materials
on time. FORCE MAJEURE: Customer and insightsoftware shall not be responsible for performance under the Contract should it
be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to
the fault or negligence of Insightsoftware or the City of Denton. In the event of an occurrence under this Section, the parties will be
excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail
and the parties continue to use commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The parties shall immediately notify the other by telephone (to be confirmed in writing
within ten (10) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances
causing the non-performance or delay in performance.
16.3 No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent
breach of the same or any other provisions hereof and no waiver shall be effective unless made in writing and signed by an
authorized representative. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
16.4 The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the
other, and neither may make commitments on the other’s behalf.
16.5 .Intentionally omitted.
16.6 If the Software or Services are being acquired by or on behalf of the U.S. Government or by a U.S. Government prime
contractor or subcontractor (at any tier), then, as a commercial item, the Government’s rights in the Software, Services, Content
and Documentation will be only as set forth (i) in this Agreement or (ii) as provided in FAR 12.212 (Computer Software) and (for
Department of Defense use or disclosure) DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software
Documentation), whichever set of rights provided in (i) or (ii) are the more restrictive.
16.7 The Parties agree the continuation of this contract is dependent upon the availability of funding. The Customer’s payment
obligations are payable only and solely from funds appropriated and available for this Agreement. The absence of appropriated or
other lawfully available funds shall render the Agreement null and void to the extent funds are not Appropriated or available and
any deliverables delivered but unpaid shall be returned to insightsoftware. The Customer shall provide insightsoftware written
notice of the failure of the Customer to make an adequate appropriation for any fiscal year to pay the amounts due under the
Agreement, or the reduction of any appropriation to an amount insufficient to permit the customer to pay its obligations under the
Agreement. In the event of none or inadequate appropriation of funds there will be no penalty nor removal fees charged to the
Customer.
Global Software, LLC d/b/a insightsoftware City of Denton, Texas
Signature:
\signature_2\
Signature:
\signature_1\
Name:
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Name:
\signer_1_name\
Position:
\signer_2_title\
Position:
\signer_1_title\
Date:
\date_2_signed\
Date:
\date_1_signed\
Department
Title
Signature Printed Name
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
BY: _____________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
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insightsoftware Multiyear Support Agmt (Annual) Confidential & Proprietary
Page 1 of 2
Multi-Year Support Order Form
Order
Information
Quote Number Order Date
Order Amount USD 47,541.29 Payment Terms Net 30
Expiration Date September 30, 2020 Account Executive Lisa Leroux
ERP System
Customer Information
End Customer Account City of Denton
Bill To Account City of Denton
Billing Address: 215 E McKinney Street
Suite A
Denton, TX 76201
United States
Billing Contact Mary McFall
“Term Length”: 36 Months
Table A
Support
SKU Product Name Quantity Non-Cancellable
Term of Service
First Year
Support Fee
GLO-BND-SSS-SpreadsheetServer Spreadsheet Server_Bundle 1
December 1, 2020 –
November 30, 2023 USD 47,541.29 GLO-LIC-SSS-Platinum Platinum - Spreadsheet Server 8
GLO-LIC-SSS-Gold Gold - Spreadsheet Server 36
Order Total: USD 47,541.29
This Purchase Agreement ("Purchase Agreement") between Global Software, LLC d/b/a insightsoftware
("insightsoftware") and Customer is entered into as of the date of the last party to sign below (“Effective Date”). and shall
remain in effect for three (3) years or until such time as insightsoftware’s proprietary Software is removed from Customer’s
computers. This Purchase Agreement is subject to and governed by the terms of insightsoftware's Master Services
Agreement (“MSA”) executed by the parties. Together, this Purchase Agreement and the MSA (together, the "Agreement")
sets forth the terms upon which insightsoftware and Customer have agreed relating to the licensing of insightsoftware's
proprietary software ("Software") and the provision of related services referenced in Table A above. Capitalized terms used
but not otherwise defined herein have the respective definitions given to them in the Agreement. For subsequent
transactions, the Purchase Agreement supplements and amends the MSA and in the event of a conflict between this
Purchase Agreement and the MSA, the Purchase Agreement terms shall control.
Term Length Fee
insightsoftware Multiyear Support Agmt (Annual) Confidential & Proprietary
Page 2 of 2
1.1 The Support fee for the first year of the Term Length is as set forth in Table A above. The Support fee increase for each
subsequent year of the Term Length will not exceed seven percent (7%) per year over the prior year’s Support fee for the
same number of users and functionality.
Payment
2.1 insightsoftware will invoice Customer for the first year of the Term Length upon execution of this Purchase Agreement.
The subsequent years of the Term Length is due annually in advance on the annual anniversary of the Order Date specified
above. Customer will pay all invoices within 30 days of the date of invoice (“Payment Term”). Invoices not paid within 30
days of the due date are subject to an interest charge of the lesser of one and one half percent (1.5%) per month and the
maximum permitted by law. All prices and payments are in U.S. dollars unless otherwise indicated.
2.2 In no event shall Customer shall be entitled to a refund of any annual Support fees which are prepaid under the terms
of this Purchase Agreement, irrespective of whether Customer terminates its Agreement with insightsoftware during the any
term. If Customer fails to remit Support fees for this Purchase Agreement or any subsequent Support term in accordance
with the Payment Term set forth above, insightsoftware shall have no obligation to provide Support services to Customer.
2.3 Taxes and Other Charges – Unless Customer provides insightsoftware a valid tax exemption certificate, Customer
agrees to pay any and all applicable taxes resulting from any transaction hereunder. All amounts referenced in Table A are
due to insightsoftware and are exclusive of all taxes including federal, state and local use, sales, property, ad valorem,
excise and similar taxes, as well as any customs duties paid or payable, however designated related to this transaction, but
excluding taxes based on insightsoftware's net income. Customer will make payment to insightsoftware whenever
insightsoftware is required to pay or collect such amount from Customer and unless required by law, Customer shall not
deduct from payments to insightsoftware any amounts paid or payable to third parties for customs duties or taxes, however
designated.
Support Services
3.1 Subject to payment of applicable fees, Support service is provided for the current release for the designated standard
Software and includes the following: (i) error analysis when the Software is not performing in conformance with the
Documentation; (ii) fixes as applicable to ensure conformance with the Documentation; (iii) Documentation updates as
necessary; and (iv) new releases as insightsoftware deems appropriate; provided, that any such new release contain only
standard code. Should Customer's Software contain non-standard code, whether created by Customer or delivered by
insightsoftware, Customer is responsible for integrating non-standard code into the new release. The cost of solving any
problem attributable to non-standard code or attributable to interface software supplied by other vendors will be charged to
Customer on a time and materials basis at insightsoftware's then-current standard rates. Support services include Customer
access to insightsoftware Customer Support. insightsoftware Customer Support includes reasonable consultation and
assistance on proper use of the Software that can be accomplished by web, email.
3.2 At the conclusion of the Term Length, the Support service shall be renewed for successive periods of the Term defined
in Table A at the end of each Term at insightsoftware's then-current Support fee unless the Support service is terminated
by either party by written notice of at least thirty (30) days prior to the expiration of the then-current term. Thereafter, the
annual Support fee is subject to change upon written notice by insightsoftware at least sixty (60) days prior to the beginning
of the applicable Support term. The Support fee for any additional licenses of the Software will be prorated to be co-terminus
with the then current Support period.
3.3 Support service does not include any training related calls made to insightsoftware's helpdesk. Any such calls will be
billed at insightsoftware's then current hourly rate, billed in half hour increments.
Global Software, LLC d/b/a insightsoftware City of Denton, Texas
Signature:
\signature_2\
Signature:
\signature_1\
Name:
\signer_2_name\
Name:
\signer_1_name\
Position:
\signer_2_title\
Position:
\signer_1_title\
Date:
\date_2_signed\
Date:
\date_1_signed\
Certificate Of Completion
Envelope Id: CB01D8C1F9A74FFCB0D236ACAA9883C2 Status: Completed
Subject: Please DocuSign: City Council Contract 7181 Spreadsheet Server
Source Envelope:
Document Pages: 9 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/9/2020 2:21:26 PM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/9/2020 2:21:51 PM
Viewed: 9/9/2020 2:22:00 PM
Signed: 9/9/2020 2:22:32 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: 198.49.140.104
Sent: 9/9/2020 2:22:34 PM
Viewed: 9/9/2020 2:28:14 PM
Signed: 9/9/2020 2:28:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/9/2020 2:28:21 PM
Viewed: 9/14/2020 10:03:56 AM
Signed: 9/14/2020 10:04:14 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Woodworth
countersign@insightsoftware.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 45.37.192.125
Sent: 9/14/2020 10:04:17 AM
Viewed: 9/14/2020 2:13:24 PM
Signed: 9/14/2020 2:14:01 PM
Electronic Record and Signature Disclosure:
Accepted: 9/14/2020 2:13:24 PM
ID: 6f9fbf04-c828-44c9-ab59-84e5198329a4
Signer Events Signature Timestamp
Melissa Kraft
melissa.kraft@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.190.159.195
Signed using mobile
Sent: 9/14/2020 2:14:04 PM
Viewed: 9/14/2020 2:15:06 PM
Signed: 9/14/2020 2:15:27 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/14/2020 2:15:30 PM
Viewed: 10/7/2020 8:53:33 AM
Signed: 10/7/2020 8:54:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.93.41
Sent: 10/7/2020 8:54:24 AM
Viewed: 10/7/2020 9:09:37 AM
Signed: 10/7/2020 9:09:45 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/7/2020 9:09:48 AM
Viewed: 10/7/2020 10:59:46 AM
Signed: 10/7/2020 11:28:06 AM
Electronic Record and Signature Disclosure:
Accepted: 10/7/2020 10:59:46 AM
ID: 2f36f1c9-0852-4b20-8586-78c6ac8eed42
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
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/9/2020 2:22:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/14/2020 2:15:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 11:28:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bill Gilson
bill.gilson@insightsoftware.com
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 11:28:10 AM
Viewed: 10/7/2020 11:29:59 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 10/7/2020 11:28:10 AM
Certified Delivered Security Checked 10/7/2020 11:28:10 AM
Signing Complete Security Checked 10/7/2020 11:28:10 AM
Completed Security Checked 10/7/2020 11:28:10 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.
" "# ! !# "
"! " $ % " ! !
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.