HomeMy WebLinkAboutSoftware License Agreement - KingswaySoft, Inc. - Package to Automatically Update Dynamics CRM data1316 COUN'ry-Crry BUILDING
227 W. JFTFERSON B,ouj,EVARD
Sout I i BEND. INDIANA 46601-1830
CITY OF SOUTH BEND: PETE BUTTIGIEG, MAY
BOARD OF PUBLIC WORKS I
March 27, 2018
Jessica Petta
KingswaySoft Inc.
408 North Service Road East, Suite 200
Oakville, ON L6H 5R2, Canada
RE: Software License Agreement
Dear Ms. Petta:
PHONE 574/235-9251
F'AX 574/ 235-9171
The Board of Public Works, at its meeting held on March 27, 2018, approved the above
referenced agreement regarding a one-time license purchase for software package to
automatically update Dynamics CRM data in the amount of $5,990.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
YA4a "A"
Linda M. Martin, Clerk
Enclosure
c: Rene Casiano, Innovation & Technology
GARY A. Gii.o'r SUZANNA M. FRrrzBERo ELIZAB E"I'l I A. M ARADI K JAMEs A. MUELLER TI IERESE 3. DORAIJ
Boarclof Public Works,
The City of South Bend, IN requires Kingswaysoft's SSIS package add-ons to easily automatically
update and download all data, from our Dynamics CRM 365 and SharePoint platforms. We are buying
two licenses, one for our test environment and one for our production environment. This will allow us to
properly test our data updates before we push, them into our live environment. We intend to, use this
software long term and we look to renew support and maintenance for this software for as long as we
use it.
Licensing
o $5,990
a $2,995/license x 2
o Each license is a perpetual license and is ours once we buy it
• Support and maintenance (includes software upgrades)
o Year 1
■ Included with perpetual license purchase
o Year 2+
9 1 year at a time
* $695/ficense/year
■ 3 years at a time
0 $1,876.50/license
• $625.50/license/yeair
0 10% less than per year renewals
o If we have a valid support and maintenance plan, we can update our software version to
the latest version.
City of South Bend IT
Ren6 Casiano
End -User License Agreement for KingswaySoft SSIS Integration Toolkit and SSIS
Productivity Pack Software
Version 5, effective as of March 15, 2017
IMPORTANT — READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING,
INSTALLING, COPYING, SAVING THIS SOFTWARE ON YOUR COMPUTER, OR OTHERWISE
USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY
TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually
negotiated and agreed between KingswaySoft and Licensee, the terms of the latter shall prevail.
1. PARTIES
(a) "Licensor" means KingswaySoft Inc., a company incorporated according to the laws of the Province
of Ontario, Canada.
(b) "Licensee" means an individual or a legal entity exercising rights under, and complying with all of
the terms of, this Agreement. For legal entities, "Licensee" includes any entity which controls, is
controlled by, or is under common control with Licensee. For purposes of this definition, "control"
means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by
contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or
beneficial ownership of such entity.
2. DEFINITIONS
2.1 "Activation" means the process of entering a License Key or installing a License File to activate and
enable some or all Software features.
2.2 "Authorized Third Party Agent" means a third party delivering information technology services to
Licensee pursuant to a written contract with Licensee.
2.3 "Country" means the country in which you acquired the right to use the Software.
2.4 "Deactivation Code" means a code provided by Licensor, which enables Licensee to deactivate a
license from where it is currently installed and activated.
2.5 "Developer Workstation" means a developer's workstation, laptop and/or home computer used to
perform the development work using the Software.
2.6 "Documentation" means the manuals and other published material in hard copy or electronic form
delivered with the Software or provided to Licensee by Licensor which include information about the
Software and its functional specifications.
2.7 "Evaluation Period" means a limited length of time, usually 14 (fourteen) days, in which License
is granted a temporary license to execute and evaluate the Software under activated mode.
2.8 "License" means a license granted under Section 4 of this Agreement.
2.9 "License File" means a file issued to Licensee by Licensor, which enables the Software to operate
under activated mode. This file is generated and provided by Licensor upon the activation of a license
key, and can be installed in the License Manager program shipped with the Software.
2.10 "License Key" means a unique serial number that enables a Licensee to activate and use the
Software in activated mode. Only Licensor and/or its representatives are permitted to produce License
Keys for the Software.
2.11 "Server" is defined as a server owned, leased or rented by the Licensee with Microsoft SQL Server
Integration Services (SSIS) components installed. In the case that the server is leased or rented, the
Licensee must be the sole tenant of a written leasing or rental agreement or contract, and the server shall
not be shared with, or used by any third party.
2.12 "Site" means a single geographic location in which Licensee conducts business, consisting of a
single building or multiple buildings on a contiguous campus, owned, leased or rented by the Licensee,
for its exclusive benefit.
2.13 "Software" means the software programs in binary form provided under the terms of this
Agreement, including its documentation, upgrades provided pursuant to Section 6 of this Agreement,
and any third party software programs that are owned and licensed pursuant to Section 5 of this
Agreement by parties other than Licensor and that either integrated with or made part of the Software
(collectively, "Third Party Software").
2.14 "User" means any employee, independent contractor or other temporary worker authorized by
Licensee to use Software while performing duties within the scope of their employment or assignment.
3.OWNERSHIP
(a) Software is the property of Licensor or its suppliers. Notwithstanding any references to "purchase",
the Software is licensed and not sold pursuant to this Agreement. This Agreement confers a limited
license to the Software only and does not constitute a transfer of title to, or sale of, all or a portion of the
Software or the underlying intellectual property. Title and copyrights to Software, in whole and in part
and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software
regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property
of Licensor and its suppliers.
(b) Software is protected by Canadian copyright laws and International Treaty provisions. Further, the
structure, organization, and code embodied in Software are the valuable and confidential trade secrets of
Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to
abide by the copyright laws and all other applicable laws including, but not limited to, export control
laws.
4. LICENSE
4.1 Grant of License Subject to the terms, conditions, and limitations set forth in this Agreement
including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive,
non -transferable license to install and use the Software. The Software is offered in several Iicense types
to meet the needs of different organizations and implementations. Licensee may only use the Software
according to the License purchased or granted by Licensor.
(a) Free Developer License: Licensee may install and use the Software on any Developer
Workstation without a license. Before the Software is activated using a License Key, the
Software operates under the Free Developer License. In this form, the Software contains a
feature that limits the functionality of the Software, so the Software only operates within a
development tool such as Microsoft Visual Studio, SQL Server Business Intelligence
Development Studio (BIDS), or SQL Server Data Tools (SSDT-BI). Licensee must not disable,
destroy, or remove this feature of the Software. Any attempt to do so will be in violation of this
Agreement and will terminate the Licensee's rights to use the Software. Licensee's use of the
Software under the Free Developer License shall be limited to development, testing or evaluation
purposes only.
(b) Single Server License: Under the terms of a Single Server License, the Software may be
activated and used on one (1) Server in the Licensee's organization.
(c) Site License: Under the terms of a Site License, the Software may be activated and used on an
unlimited numbers of Servers in the Licensee's organization at a single Site, as maybe specified
in the License File, invoice or order receipt.
(d) Countrywide Enterprise License: Under the terms of a Countrywide Enterprise License, the
Software may be activated and used on an unlimited number of Servers in the Licensee's
organization at an unlimited number of Sites within a single country, as maybe specified in the
License File, invoice or order receipt. Any use of the Software outside of the designated country
is prohibited.
(e) Global Enterprise License: Under the terms of a Global Enterprise License, the Software may
be activated and used on an unlimited number of Servers in the Licensee's organization at an
unlimited number of Sites worldwide.
4.2 Term of License.
(a) Perpetual License; For software that is activated using a perpetual License Key or License File,
the Software will be fully -functional without restrictions for an unlimited period of time.
(b) Subscription License. For software that is activated using a subscription License Key or License
File, the Software will be fully -functional without restrictions for the period of time for which
Licensee subscribed as indicated on Licensee's invoice or order receipt for the Software. Using a
Subscription License, Licensee acknowledges that (i) Licensee's right to install and use the
Software is limited to the term of Licensee's subscription, commencing on the date on which the
license key is activated, (ii) the Software is designed to cease certain functions upon expiration
of the subscription term if the subscription is not renewed, and (iii) Licensee may generally
renew the subscription, but the terms of renewal upon which the Software is licensed are subject
to change by Licensor in its sole discretion. Any attempt to defeat the time -control disabling
function in the Software is a material breach of this Agreement and a violation of intellectual
property law. At the end of this subscription period, the license and all associated rights, such as
technical support, if any, will expire automatically, unless Licensee has renewed the subscription
on Licensor's then -current terms.
(c) Time -Limited Trial License. Licensee may request a free trial license which can be used to
activate the Software on a Single Server for an Evaluation Period of fourteen (14) days.
Licensee's use of the Software during the Evaluation Period shall be limited to evaluation
purposes only. The Software contains a feature that will automatically switch the Software to the
Free Developer License upon expiration of the Evaluation Period. Licensor will have no liability
to Licensee if the Software produces incorrect results because of these features. Licensee must
not disable, destroy, or remove this feature of the Software. Any attempt to do so will be in
violation of this Agreement and will terminate Licensee's rights to use the Software. Licensee
may request an extension of the Evaluation Period. However, it is at the Licensee's sole
discretion as to whether such an extension is granted and is subject to approval on a case by case
basis.
4.3 Authorized Third Party Use. Under the License granted in Section 4.1 and 4.2 above, Licensee
may permit Licensee's Authorized Third Party Agents to access, use and/or operate the Software on
behalf of the Licensee for the sole purpose of delivering services to Licensee, provided that the Software
is activated and used on a Server or Developer Workstation owned, leased or rented by Licensee, and
Licensee is fully responsible for the Authorized Third Party Agent's compliance with terms and
conditions of this Agreement. Any breach of this Agreement by an Authorized Third Party Agent shall
be deemed to be a breach by the Licensee.
4.4. Restrictions, Copies and Modifications. Licensee shall not and shall not allow any third party to:
(a) sell, redistribute, encumber, give, lend, rent, Iease, sublicense, or otherwise transfer Licensee's rights
in the Software, Documentation, License Keys, License Files, as granted by this Agreement, to any party
without prior written consent of Licensor;
(b) reverse engineer, decompile, disassemble, modify, translate, embed into any other product, make any
attempt to discover the source code of Software, or create derivative works from Software;
(c) remove, alter or obscure any proprietary notices on the Software, or the applicable documentation
therefore;
(d) allow third parties to access or use the Software, including without limitation any use in any
application service provider environment, service bureau, or time-sharing arrangements.
(e) in case of Single Server License, use the same License key for running multiple Servers.
4.5 Permitted Copies. Licensee may make a reasonable number of copies of the Software as backup
copies as long as each copy contains all proprietary notices that appear on the Software and the backup
copies are used only for archival purposes.
4.6 Benchmarking. You may use the Software to conduct internal performance testing and
benchmarking studies. You may only publish or otherwise distribute the results of such studies to third
parties if Licensor has reviewed and approved of the methodology, assumptions and other parameters of
the study (please contact Licensor at info@kingswaysoft.com to request such review and approval) prior
to such publication and distribution.
4.7. Confidentiality. Licensee shall permit only authorized users, who possess rightfully, obtained
license keys, to use the Software or to view the Documentation. Except as expressly authorized by this
Agreement, Licensee shall not make available the Software, Documentation, any License Key or
License File to any third party (except Authorized Third Party Agent as permitted under Section 4.3).
Licensee will use Licensee's best efforts to cooperate with and assist Licensor in identifying and
preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion
thereof.
4.8. Transfer of License Keys. License Keys are non -transferable between parties except by written
permission in advance from Licensor. A Single Server License may be transferred from one server to
another within the Licensee's organization, provided Licensee has a current, valid Maintenance &
Upgrade (as defined in Section 6) plan for the concerned License Key and the license is first removed
from the original system, using "Deactivate License" feature within the Software. A Deactivation Code,
which can be requested from Licensor, is required to deactivate a license. Licensee understands that it is
at the Licensor's sole discretion as to whether such a deactivation code is granted based on its review of
the information that Licensee provides. Licensee understands that Licensor limits the number of such
system transfers per single License Key to two (2) per maintenance term (year) or subscription period
(year). If Licensee does not have a Maintenance and Upgrade plan in effect, any maintenance or
technical requests regarding the license (such as license transfers, updates, support requests,
documentation) will be subject to additional charges or license transfer fees according to Licensor's
prevailing rates.
5. THIRD PARTY SOFTWARE
(a) Licensee acknowledges that the Software may include or require the use of software libraries or
programs created by third parties, and the Licensee acknowledges that its use of such third party
software programs and libraries shall be governed exclusively by the third patty's applicable license
agreement.
(b) Licensor provides no warranty, express or implied, including but not limited to, the implied
warranties of merchantability, fitness for a particular purpose, title, and non -infringement, with respect
to any third party software.
6. SOFTWARE MAINTENANCE & UPGRADE
Licensor will provide generally available Software upgrades to Licensee through a "Maintenance &
Upgrade" ("M&U") program as described below:
(a) Under Perpetual License, Licensee receives an initial one (1) year Maintenance & Upgrade,
commencing on the date of purchase or the date on which the license key is activated, whichever comes
first. Licensee may purchase additional software Maintenance & Upgrade at the then -current rate for one
or more years, before or after expiration of the software Maintenance & Upgrade terin. Each
Maintenance & Upgrade term will start on the date following expiration of the previous Maintenance &
Upgrade term regardless of when it is purchased. When operating under the Perpetual License, the
Software contains a feature that checks the Software's release date against the expiry date of the
Maintenance & Upgrade associated with the License Key, and determines whether activated License is
entitled to use the particular release of the Software. If the Maintenance & Upgrade has expired before
the Software's release date, the Software will cease certain functions and revert the Software back to the
Free Developer License. To rectify the problem, Licensee must purchase additional Maintenance &
Upgrade to extend the Software maintenance, or downgrade to an older release of the Software,
(b) Under Subscription License, Licensee receives free Maintenance & Upgrade during the entire
subscription term.
7, COMPLIMENTARY SUPPORT SERVICE
(a) Under the Maintenance & Upgrade program, Licensor offers a complimentary support service which
entitles Licensee to raise up to, three (3) support requests in case of a Single Server License, or twenty
(20) support requests in case of a Site License or one of the Enterprise Licenses, for each Maintenance
& Upgrade term (Year) or subscription term (Year). Any additional support requests are subject to
charge at Licensor's then current standard rates.
(b) Licensee shall designate one (1) primary support contact who shall act as the conduit for all support
requests from Licensee.
(c) Licensor does not provide guaranteed response time but will make good faith effort to answer emails
and voice mails within twenty-four (24) hours or less during weekdays, excluding holidays.
(d) Licensee acknowledges that the complimentary support service is limited to the assistance in regard
to the use of the Software only. Any issues beyond this scope are excluded, or otherwise subject to
charge at Licensor's then current standard rates only if agreed by Licensor.
(e) Licensee agrees to provide adequate information to assist in the investigation and to confirm that any
problems have been resolved.
(f) Licensee acknowledges that the support service is only provided for the current version of the
Software and the immediately preceding version released within the last twelve (12) months, or
otherwise specifically agreed in writing.
& FEEDBACK
Licensee has no obligation to provide Licensor with ideas, suggestions, or proposals ("Feedback").
However, if Licensee or Users submit Feedback to Licensor, then Licensee grants Licensor a
nonexclusive, worldwide, royalty -free license that is sub -licensable and transferable, to make, use, sell,
have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform
the Feedback in any manner without any obligation, royalty or restriction based on intellectual property
rights or otherwise.
9. LIMITED WARRANTY
SOFTWARE IS PROVIDED TO LICENSEE ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR
PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
LICENSOR AND ITS AFFILIATES, SUPPLIERS AND RESELLERS DISCLAIM ALL OTHER
WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, WITH REGARD TO SOFTWARE,
AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. LICENSOR (AND
ITS AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) DOES NOT WARRANT THAT
THE SOFTWARE IS ACCURATE, RELIABLE OR CORRECT, THAT THE FUNCTIONS
CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR
FREE.
10. DISCLAIMER OF DAMAGES
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
LICENSOR OR ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, LICENSORS,
SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR
ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR
CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR
PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY
INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND
FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF
THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE
TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR
EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE
CLAIM IS BASED.
(b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT THAT LICENSEE PAID
FOR THE SOFTWARE DURING THE TWELVE-MONTH PERIOD PRECEDING THE
EVENT GIVING RISE TO THE LIABILITY. IF THE SOFTWARE IS PROVIDED
WITHOUT CHARGE INCLUDING THE USE OF THE FREE DEVELOPER LICENSE OR
TIME -LIMITED TRIAL LICENSE, THEN LICENSOR SHALL HAVE NO LIABILITY TO
LICENSEE WHATSOEVER. THIS LIMITATION WILL APPLY EVEN IF THE LICENSOR
HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE
AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY..
11. U.S. GOVERNMENT END USERS
The Software and any related documentation are deemed to be "commercial computer Software" and
"commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and
FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or
disclosure of the Software and any related documentation by the U.S. Government will be governed
solely by the terms of this Agreement.
12. EXPORT REGULATIONS
Licensee shall comply with all applicable laws and regulations with regards to: economic sanctions;
export controls; import regulations; and trade embargoes ("Sanctions"), including those of the Canada,
European Union and United States (specifically the Export Administration Regulations (EAR)).
Licensee acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or
controlled by or acting on behalf of any person targeted by Sanctions. Further, Licensee acknowledges
that it will not download or otherwise export or re-export the Software or any related technical data
directly or indirectly to any person targeted by Sanctions or download or otherwise use the Software for
any end -use prohibited or restricted by Sanctions.
13. TERMINATION
Without prejudice to Licensee's payment obligations, Licensee may terminate this Agreement at any
time by notifying Licensor. If Licensee fails to comply with the terms and conditions of this Agreement,
Licensor may terminate this Agreement and Licensee's right and license to use Software. Upon the
termination of this Agreement, Licensee must delete Software from its archives and computer systems,
and destroy any and all License Keys or License Niles that Licensor may have issued to Licensee.
LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON,
LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES. UNDER NO
CIRCUMSTANCES WILL LICENSOR BE LIABLE FOR REIMBURSING THE PRICE OF THE
SOFTWARE OR ANY OTHER DAMAGES.
14. MARKETING
Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by
name, trade name and trademark, if applicable, and may briefly describe Licensee's business in
Licensoe's marketing materials and on Licensor's web site. Licensee hereby grants Licensor a license to
use Licensee's name and any of Licensee's trade names and trademarks solely in connection with the
rights granted to Licensor pursuant to this marketing section,
15. GENERAL CONDITIONS
(a) Entire Agreement. This Agreement, including the Third Party Software agreements, constitutes
the entire agreement between the parties concerning Licensee's use of Software, and supersedes
any and all prior or contemporaneous oral or written representations, communications, or
advertising with respect to Software. No purchase order, other ordering document or any
handwritten or typewritten text which purports to modify or supplement the printed text of this
Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both
Licensee and Licensor.
(b) Reservation of Rights. Licensor reserves the right at any time to cease the support of the
Software and to alter prices, features, specifications, capabilities, functions, licensing terms,
release dates, general availability or other characteristics of the Software.
(c) Opportunity to Review. Licensee hereby declares that Licensee has had sufficient opportunity to
review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek
independent professional legal advice in that respect before entering into it. Consequently, any
statutory "form contracts" ("adhesion contracts") regulations shall not be applicable to this
Agreement.
(d) Severability. If a particular term is not enforceable, the unenforecability of that term will not
affect any other terms.
(e) No Waiver. The failure of either party to enforce any rights granted hereunder or to take action
against the other party in the event of any breach hereunder shall not be deemed a waiver by that
party as to subsequent enforcement of rights or subsequent actions in the event of future
breaches.
(f) Governing Law. This agreement shall be governed, construed, and enforced in accordance with
the laws of the Province of Ontario, Canada, without regard to its conflicts of laws principles.
The parties agree that the United Nations Convention on Contracts for the International Sale of
Goods does not apply to this Agreement. Any legal action or proceeding related to this
Agreement shall be instituted in a provincial or federal court located in the Province of Ontario,
Canada. Licensor and Licensee agree to submit to the jurisdiction of, and agree that venue is
proper in, these courts in any such legal action or proceeding. Notwithstanding the foregoing,
Licensor is entitled to seek immediate injunctive relief in any jurisdiction in the event of any
alleged breach of Section 4 and/or to otherwise protect its intellectual property.
ENTIRE AGREEMENT
The parries have duly executed this Agreement as of the date first written above:
Name: City of South Bend, Indiana
Title: Board of Public Works
Signature: ,
Gary Gilot, President
L'1-
L>6Ana'- r' zberg, em
James Mueller, Member
Elizabeth Maradik, Member
Therese Dorau, tuber
Linda Martin, Clerk
Date: _3 l,) I Lgc)(�
r
Licensor:
KingswaySofr, Inc.:
Name:
Title:
Signature:
Date:
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date
Name
2018-02-22
Rene Casiano
Department —Office of Innovation
BPW Date 2018-03-13 Phone, Extension 5897
Required Prior to Submittal to Board
Legal Z Attorney Name Clara McDaniels
Controller z Controller review is required for all Contracts $5,0100.00 or more and
greater than one year in length per the City Purchasing Policy
N Agreement LJ'Contract Ll Proposal L1 Addendum
F1 Professional Services 0 Resolution
F-1 Bid Opening El Bid Award El Req. to Advertise E] Title Sheet
0 Quote Opening F-1 Quote, Award
F] Change Order No. ❑ C/O & PCA No. PCA
F-1 Ease/Encroach. Traffic Control
n Other:
Company or Vendor Name
Kingswaysoft
New Vendor
M Yes El No R If Yes, Approved by Purchasing
MBENVBE Contractor
F] MBE [-I WBE
MBEANBE Contractor Requested E] No [:] Yes Name of Company
Project Name
Project Number
Funding Source
IT supplies
Account No.
27906724152105
Amount
$5990,00
Terms of Contract
Onetime license purchase — annual support and maintenance, if
desired
Purpose/Description
Software package to automatically update Dynamics CIRM data
F-1 Required Contractor's Certification Form Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc,)
Amount of F-1
F
Increase $
Decrease $
Previous Amount
Current Percent of Change
New Amount
Total Percent of Change:
Dispersal After Approval
Copy
Original
F
n
F-1
F-1
El
0