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4820
PALADIN DATA SYSTEMS CORP
Engagement - Software - License & Services
Info Services
LEG 12-1
01/01/2009
06/15/2011
Contract signed 5/09
Indefinite term - see Article 4.0
Review date for tracking only
PALADIN DATA SYSTEMS CORPORATION
ENGAGEMENT AGREEMENT
THIS AGREEMENT ("AGREEMENT") is between PALADIN DATA SYSTEMS CORPORATION
("PALADIN"), a Washington corporation, 19362 Powder Hill Place NE, Poulsbo, WA 98370, and City of
Bremerton ("CUSTOMER"), a Washington incorporated City, 345 6th St. Suite 600, Bremerton, WA
98337. The effective date ("EFFECTIVE DATE") of this AGREEMENT shall be January 1,2009.
IN CONSIDERATION of the mutual covenants, and conditions set forth below, the receipt and adequacy
of which are hereby acknowledged, the parties to this AGREEMENT hereby agree as follows:
1.0 DEFINITIONS.
1.1 "Derivative Work" means a work, including software in human readable form, which is based
upon one or more pre-existing copyrightable works such as a revision, modification, translation,
abridgment, compilation, condensation or expansion or any other form in which such pre-existing work
may be recast, transformed, or adapted, and which, if prepared without the consent of the author of the
pre-existing work, would be a copyright infringement.
1.2 "Documentation" means the user guides and manuals for installation and use of the Software,
regardless of the media or format of such materials.
1.3 "Error" means a reproducible defect in the Software or Documentation when operated on a
Supported Environment which causes the Software not to operate substantially in accordance with the
Documentation.
1.4 "Fees" means, as appropriate, the license fees ("License Fees") or support fees ("Support Fees")
payable by CUSTOMER to PALADIN pursuant to Article 7.0.
1.5 "Go Live" means the date when the CUSTOMER begins to use PALADIN's InterLocking Software
Permitting System to support business operations. It is a day appointed by the implementation manager
and agreed to by CUSTOMER's project manager. In preparation for this cutover, the system has been
configured, data has been migrated from the legacy system, and staff has been trained.
1.6 "Hardware" means the specific equipment, if any, described in Exhibit A.
1.7 "Software" means the specific version of the software program described in Exhibit A, including
any Updates to that version.
1.8 "Specifications" means PALADIN's published functional and operational specifications for the
Software.
1.9 "Support" means PALADIN's ongoing support as described at
www.interlockinasoftware.com/support/maintenance.asp. and Updated from time to time, for the Licensed
Software described in Exhibit A, including any Updates thereto.
1.10 "Supported Environment" means the specific configuration of Hardware and releases of the
operating Software and platforms described in Exhibit A.
1.11 "Update" means a subsequent release of the Software issued by PALADIN from time to time to
deal with any Errors or to enhance the functionality of the Software as part of any Support purchased by
CUSTOMER during the term of this AGREEMENT. PALADIN may release bug fix patches as required to
repair known defects between regular releases.
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1.12 Trademarks. InterLocking Software is a trademark of Paladin Data Systems Corporation,
covering Paladin's suite of government software products.
2.0 SOFTWARE & HARDWARE SUPPLIED.
2.1 This AGREEMENT covers the Software described in Exhibit A. All Software licensed by
PALADIN to CUSTOMER is covered by the Software License agreement in Appendix B. Other software,
such as those supplied by Microsoft for the Operating System, are covered by their own specific Software
License or End-User Agreements, which are not attached to this AGREEMENT.
2.3 Incidental Hardware. Solely for the convenience of CUSTOMER, CUSTOMER may order and
PALADIN may resell hereunder certain third party-supplied computers, servers or other similar Hardware
to operate the Software within the Supported Environment (collectively, "Third Party Hardware"). Any
such Hardware, if supplied, is listed on Exhibit A to this AGREEMENT. PALADIN hereby assigns and
passes through to CUSTOMER "AS-IS" any warranties or service agreements on any Third Party
Hardware from the original equipment manufacturers ("OEMs"), and PALADIN makes no independent
representations or warranties with respect to any such Third Party Hardware. CUSTOMER
acknowledges that CUSTOMER shall look solely and exclusively to the respective OEMs with respect to
any issues or problems regarding any such Third Party Hardware.
3.0 TECHNICAL SUPPORT.
3.1 Support Availabilitv. Technical Support for PALADIN's InterLocking Software products is
optionally available to customers. Information on the inclusion of Support is included in Exhibit A to this
AGREEMENT. Appendix C provides specific information on how PALADIN provides technical Support.
4.0 TERM AND TERMINATION.
4.1 Term. This AGREEMENT shall continue indefinitely unless terminated in accordance with this
Article 4.0
4.2 Termination for Convenience. CUSTOMER may terminate this AGREEMENT at any time upon
thirty (30) days written notice to PALADIN, provided such termination for convenience shall not entitle
CUSTOMER to any refund of any License Fees or Support Fees paid prior to such termination.
4.3 Termination for Material Breach. Either party may terminate this AGREEMENT upon ten (10)
days written notice to the other party if the other party is in material breach of this AGREEMENT and fails
to cure such breach within thirty (30) days written notice thereof.
4.4 Insolvencv or Bankruptcv. If CUSTOMER becomes insolvent or enters into any voluntary or
involuntary bankruptcy preceding that is not dismissed within sixty (60) days of filing, PALADIN may treat
such situation as a material breach hereunder. If PALADIN becomes insolvent or enters into any
voluntary bankruptcy proceeding that is not dismissed within sixty (60) days of filing, at CUSTOMER's
option and upon payment of royalty payments if any, as specified in Exhibit A, to PALADIN, this
AGREEMENT and its licenses of intellectual property to CUSTOMER are intended to and shall remain in
full force and effect under Section 365(n) of the U.S. Bankruptcy Code
4.5 Cumulative Remedies. Termination of this AGREEMENT or any license hereunder shall not limit
either party's right to pursue other remedies available to it, including, without limitation, injunctive relief.
4.6 Survival. Upon any termination of this AGREEMENT, CUSTOMER shall promptly cease using,
and shall return or destroy, all copies of the applicable Software and Documentation. The parties' rights
and obligations under Articles 4.0 through 11.0, Article B.3 through B.3.j, including, without limitation,
CUSTOMER's duty to pay any outstanding Fees or expenses, shall survive any such termination.
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5.0 WARRANTIES, INDEMNITIES AND REMEDIES.
5.1 Limited Software Warranty. For a period of ninety (90) days from the EFFECTIVE DATE
("Warranty Period"), PALADIN represents and warrants to CUSTOMER that the Software will function in
all material respects in accordance with the Specifications. PALADIN DOES NOT WARRANT THAT THE
SOFTWARE WILL BE ERROR-FREE OR WILL PERFORM WITHOUT INTERRUPTION, THE
SOFTWARE WILL NECESSARILY MEET CUSTOMER'S REQUIREMENTS; OR ANY ERROR CAN OR
WILL BE CORRECTED. CUSTOMER shall give PALADIN prompt written notice of any claim under the
foregoing warranty; and in such event, PALADIN's sole obligation shall be to use its reasonable
commercial efforts to modify or repair the Software to conform to the Specifications. The foregoing
warranty shall not apply to the extent that any alleged defect derives from (a) a combination of the
Software with any program, equipment or device not supplied by PALADIN or not described in the
Specifications; (b) any modification or customization of the Software by or on behalf of CUSTOMER
which is not performed by PALADIN; or (c) CUSTOMER's failure to use the most current version of the
Software provided to CUSTOMER.
5.2 Limited Warranties. PALADIN represents and warrants to CUSTOMER that:
(a) PALADIN has not intentionally included or embedded any disabling code or devices
within the Software;
(b) PALADIN has the full power and authority to grant the licenses for the Software and
Documentation under this AGREEMENT to CUSTOMER without the consent of any other person;
and
(c) Neither the license to, nor use by the CUSTOMER of the Software and Documentation
(including the copying thereof) will constitute an infringement of a third party's U.S. copyright,
trademark, trade secret or, to the best of PALADIN's knowledge as of the EFFECTIVE DATE, a
third party's U.S. Patent.
5.3 Disclaimer of Other Warranties. PALADIN GIVES AND MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY SET FORTH
IN SECTIONS 5.1 and 5.2. WITHOUT LIMITING THE FOREGOING, NO IMPLIED WARRANTY OF
MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE,
AND NO IMPLIED WARRANTY ARISING FROM USAGE OR TRADE, COURSE OF DEALING, OR
COURSE OF PERFORMANCE IS GIVEN OR MADE BY PALADIN OR SHALL ARISE BY OR IN
CONNECTION WITH THIS AGREEMENT.
5.4 PALADIN Indemnitv to CUSTOMER. PALADIN shall defend and indemnify CUSTOMER and its
officers, directors, employees and agents from and against liability, costs, damages and fees, including
reasonable attorneys' fees and legal costs incurred by CUSTOMER resulting from or arising out of the
infringement or violation by the Software on a third party's valid U.S. patent, copyright, trademark or trade
secret (collectively, "IP Legal Claim"). Notwithstanding the foregoing, PALADIN shall have no liability to
CUSTOMER for any IP Legal Claim based on:
(a) solely on CUSTOMER's operation of an application developed using the Software and
not upon the Software itself;
(b) CUSTOMER's combination of the Software with other products not furnished by
PALADIN when such IP Legal Claim is based upon such combination;
(c) CUSTOMER's continued use of a superseded version of the Software when a non-
infringing current version is available from PALADIN; or
(d) CUSTOMER's use of an altered version of the Software not supplied by PALADIN when
such IP Legal claim is based upon such alteration.
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5.5 CUSTOMER Indemnity to PALADIN. CUSTOMER shall defend and indemnify PALADIN and its
officers, directors, employees and agents from and against liability, costs, damages and fees, including
reasonable attorneys' fees and legal costs incurred by PALADIN resulting from or arising out of the use of
the Software with any data not owned by CUSTOMER ("Third Party Data"), any failure of CUSTOMER to
secure the proper third party consents to use, compile or publish such Third Party Data, and all acts or
omissions relating thereto (collectively, "Third Party Data Legal Claim").
5.6 Mechanics of Indemnity. A party seeking indemnity for an IP Legal Claim or a Third Party Data
Claim ("Indemnified Party") gives the other party ("Indemnifying Party") prompt written notice of any such
Legal Claim and gives the Indemnifying Party full authority, information and assistance and sole control
over the defense and settlement of such claim. In response to any such IP Legal Claim, PALADIN, in its
sole discretion and at its sole expense, may procure from such third party the right to allow CUSTOMER
to continue to use the Software; modify or replace the Software or infringing portions thereof to become
non-infringing; or, if neither option is commercially reasonable under the circumstances, PALADIN may
terminate this AGREEMENT and refund the applicable Fees to CUSTOMER. In response to any such
Third Party Data Claim, CUSTOMER, in its sole discretion and at its sole expense, may procure from
such third party the right for CUSTOMER to continue to use, compile or publish such data; modify its use,
compilation or publication thereof to satisfy such third party; or, if neither option is commercially
reasonable under the circumstances, may terminate this AGREEMENT without refund of the applicable
Fees to CUSTOMER. An Indemnified Party may engage counsel of its own choosing and at its sole
expense. An Indemnified Party shall not settle any Legal Claim without Indemnifying Party's written
consent, which consent will not be unreasonably withheld.
6.0 LIMITATIONS OF LIABILITY.
6.1 Liability Cap. TO THE EXTENT PERMITTED BY LAW, PALADIN'S AGGREGATE
CUMULATIVE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT
(WHETHER ARISING FROM CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE TOTAL
AMOUNT OF LICENSE, SUPPORT OR OTHER SERVICE FEES OR EXPENSES PAID BY
CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH
LIABILITY.
6.2 Consequential Damaqes Exclusion. IN ANY CASE, NEITHER CUSTOMER NOR PALADIN OR
ITS SUPPLIERS SHALL NOT BE LIABLE IN ANY AMOUNT FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT,
TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7.0 PAYMENTS.
7.1 Fees and Expenses. CUSTOMER shall pay all Fees or expenses according to the payment
terms set forth in Exhibit A. In addition, on any sums not paid when due, CUSTOMER shall pay interest
at the lower of the maximum legal rate of interest or one percent (1 %) per month, which interest will be
immediately due and payable. Without limiting the foregoing, as an additional remedy for non-payment
when due, PALADIN may suspend its Support of the Software until all amounts in arrears (including
applicable interest) have been paid in full.
7.2 Payments. CUSTOMER shall make all payments of Fees or expense in United States Dollars
and directed to:
Attention: Accounts Receivable
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, W A 98370
Electronic Remittance should be made to:
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Bank of America
Account #485003272094
Account Name: Paladin Data Systems Corporation
ACH Routing Number #323070380
Bank Address: 1000 6th Street, Bremerton, W A 98337
A contract or invoice reference number must accompany all payments.
7.3 Taxes. The Fees listed in Exhibit A do not include any sales tax, use tax, excise, tax import or
export tax, value added tax, nor any other tax applicable to the Software and are not based on Paladin
Data Systems Corporation's net income (collectively, "Taxes"). CUSTOMER shall be solely responsible
for payment of any Taxes and shall not offset, deduct or withhold any sum for such Taxes from its
payments of the Fees or expenses hereunder.
8.0 OWNERSHIP AND CONFIDENTIALITY.
8.1 Ownership of PALADIN Materials. CUSTOMER acknowledges that PALADIN or its suppliers
shall own all right, title and interest in and to any patent, copyright, trademark, trade secret or other
intellectual property right in the Software, Documentation or other materials provided by PALADIN under
this AGREEMENT, which shall be treated as the confidential information of PALADIN. CUSTOMER shall
not remove or alter any copyright, trademark or other proprietary notice thereon, whether in printed or
electronic form. Nothing in this AGREEMENT shall be construed to create a "work for hire," and neither
the Software nor the Documentation shall be considered a "work for hire."
8.2 Ownership of CUSTOMER or Third Party Data. PALADIN acknowledges that CUSTOMER or its
suppliers shall own all right, title and interest in and to any intellectual property right in the data used,
compiled or published with the Software, which shall be treated as the confidential information of
CUSTOMER except to the extent such data may be placed in the public domain by CUSTOMER.
PALADIN shall not remove or alter any proprietary notice thereon, whether in printed or electronic form.
8.3 Non-Disclosure. Each party shall keep confidential and take any other reasonable steps to
protect the intellectual property rights in the other party's confidential information ("Confidential
Information") and shall not use or disclose the same except as permitted by this AGREEMENT.
8.4 Iniunctive Relief. Each party acknowledges that any material breach of this Article 8.0 or the
licenses set forth in Appendix B will cause irreparable harm to the other party, and that, accordingly, in
addition to any other remedies at law or in equity for any breach or threatened breach, an aggrieved party
may seek injunctive and equitable relief, including, but not limited to, the right to specific performance,
without the necessity of posting a bond.
9.0 ESCROW.
This AGREEMENT does automatically not provide for escrow of the Software source materials. Escrow
is available separate from this AGREEMENT. Upon payment of the separate escrow fees by the
CUSTOMER ("Escrow Fees") and execution of an appropriate Software Escrow and License Agreement,
PALADIN shall deposit the source code for the most current version of the Software and Documentation,
as it now exists or hereafter becomes available (collectively, "Escrow Materials") with a reputable and
independent software escrow firm in the United States for the benefit and non-exclusive use of
CUSTOMER in the event that PALADIN ceases to do business or is otherwise unable to provide Support
for the Software.
10.0 DISPUTE RESOLUTION.
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10.1 Dispute Resolution. Except as provided in Section 10.2 below, PALADIN and CUSTOMER shall
each use its best efforts to resolve any dispute between them promptly and amicably and without resort to
any legal process if feasible within thirty (30) days of receipt of a written notice by one party to the other
party of the existence of such dispute. The foregoing requirement in this Section 10.1 shall be without
prejudice to either party's rights, if applicable, to terminate this AGREEMENT under Section 4.3 above.
10.2 Litiqation Riqhts Reserved. If any dispute arises with regard to the unauthorized use or
infringement of Confidential Information by a party, the other party may seek any available remedy at law
or in equity from a court of competent jurisdiction.
10.3 Procedure for Arbitration. Except as provided in Section 10.2 above, any dispute, claim or
controversy arising out of or in connection with this AGREEMENT which has not been settled through
negotiation within a period of thirty (30) days after the date on which either party shall first have notified
the other party in writing of the existence of a dispute shall be settled by final and binding arbitration
under the then applicable Commercial Arbitration Rules of the American Arbitration Association ("AAA").
Any such arbitration shall be conducted by a single neutral arbitrator appointed by mutual agreement of
the parties or, failing such agreement within fifteen (15) days of a demand for arbitration, in accordance
with said Rules. Such arbitrator shall be an experienced business attorney or independent certified
public account with background in commercial software products. Any such arbitration shall be
conducted in Seattle, Washington, U.S.A. An arbitral award may be enforced in any court of competent
jurisdiction. Notwithstanding any contrary provision in the AAA Rules, the following additional
procedures and rules shall apply to any such arbitration:
(a) Each party shall have the right to request from the arbitrator, and the arbitrator shall order
upon good cause shown, reasonable and limited pre-hearing discovery, including (i) exchange of
witness lists, (ii) depositions under oath of named witnesses at a mutually convenient location, (iii)
written interrogatories and (iv) document requests;
(b) Upon conclusion of the pre-hearing discovery, the arbitrators shall promptly hold a
hearing upon the evidence to be adduced by the parties and shall promptly render a written
opinion and award;
(c) The arbitrators may not award or assess punitive damages against either party or any
other damages limited or excluded by Article 6.0; and
(d) Each party shall bear its own costs and expenses of the arbitration and one-half (1/2) of
the fees and costs of the arbitrator, subject to the power of the arbitrator, in their sole discretion,
to award all such reasonable costs, expenses and fees to the prevailing party.
11.0 ORACLE END USER LICENSE AGREEMENT.
11.1 CUSTOMER's use of the Software involves one or more Oracle products. The following terms
apply to CUSTOMER's use of Oracle's product.
11.2 Use of the Oracle program is restricted to the scope of the application package and to the internal
business operations of the CUSTOMER;
11.3 The CUSTOMER is prohibited from the following:
(a) The transfer of the programs except for temporary transfer in the event of computer
malfunctions if the application package embeds the programs in a physical device;
(b) Assigning, giving, or transferring the programs and/or any services ordered or an interest
in them to another individual or entity (and if CUSTOMER grants a security interest in the
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programs and/or any services to any third part, the third party has no right to use or
transfer the programs and/or any services);
(c) Timesharing, service bureau, subscription service, or rental use of the programs;
(d) Title to the programs from passing to the CUSTOMER or any other party.
11.4 Prohibits the reverse engineering (unless required by law for interoperability), disassembly or
decompilation of the programs and prohibits duplication of the programs except for a sufficient number of
copies of each program for the CUSTOMER's licensed use and one copy of each program media;
11.5 Disclaims, to the extent permitted by applicable law, Oracle's liability for any damages, whether
direct, incidental, or consequential, arising from the use of the programs;
11.6 Requires the CUSTOMER, at the termination of the AGREEMENT, to discontinue use and
destroy or return to you all copies of the programs and Documentation;
11.7 Prohibits publication of any results or benchmark tests run on the programs;
11.8 Requires the CUSTOMER to comply fully with all relevant export laws and regulations of the
United States and other applicable export and import laws to assure that neither the programs, nor any
direct product thereof, are exported, directly or indirectly, in violation of applicable laws;
11.9 The programs are subject to a restricted license and can only be used in conjunction with the
application package and that the CUSTOMER is not permitted to modify the programs;
11.10 Oracle is not and will not be required to perform any obligations or incur any liability not
previously agreed to between Paladin Data Systems Corporation and Oracle;
11.11 PALADIN will be permitted to audit the CUSTOMER's use of the programs and report such use to
Oracle;
11.12 Designate Oracle as a third party beneficiary of the CUSTOMER license agreement;
11.13 Exclude the application of the Uniform Computer Information Transactions Act;
11.14 Some programs may include source code that Oracle may provide as part of its standard
shipment of such programs, which source code shall be governed by the terms of the CUSTOMER
license agreement.
12.0 MISCEllANEOUS.
12.1 Entire AGREEMENT. This AGREEMENT, its appendices and exhibits supersede, and their
terms shall govern over, all prior proposals, agreements or other communications between the parties,
oral or written, regarding the subject matter of this AGREEMENT. If there is any conflict between the
terms of this AGREEMENT and any exhibit hereto, the terms of this AGREEMENT shall control. This
AGREEMENT, its appendices, and its exhibits shall not be modified except by a subsequently dated
written amendment signed by the parties, and any conflicting terms on a CUSTOMER purchase order or
other similar document purporting to supplement the provisions hereof shall be void.
12.2 Force Maieure. Neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder (except for the payment of money) on account of strike,
shortage, riot, insurrection, fire, flood, storm, explosion, acts of God, war, governmental action, labor
condition, earthquake, material shortage or any other cause which is beyond the reasonable control of
such party. The affected party shall give prompt written notice to the other party of any such event.
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12.3 Assiqnment. Neither this AGREEMENT nor any rights or obligations of either party hereunder
may be assigned, in whole or in part, without the prior written approval of the other party, which approval
shall not be unreasonably withheld, provided, however, either party's rights and obligations, in whole or in
part, under this AGREEMENT may be assigned by such party as part of any merger or acquisition of such
party with another entity that has agreed in writing to be bound by the terms and conditions of this
AGREEMENT.
12.4 Waiver. The failure of either party to require performance by the other party of any provision
hereof shall not affect the right to require such performance at any time thereafter; nor shall the waiver by
either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
12.5 Severability. In the event that any provision of this AGREEMENT shall be unenforceable or
invalid under any applicable law or court decision, such unenforceability or invalidity shall not render this
AGREEMENT unenforceable or invalid as a whole and, in such event, any such provision shall be
changed and interpreted so as to best accomplish the objectives of such unenforceable or intended
provision within the.limits of applicable law or applicable court decisions.
12.6 Law. Jurisdiction and Venue. This AGREEMENT, and all matters arising out of or relating to this
AGREEMENT, shall be governed by, and construed and enforced in accordance with, the laws of the
State of Washington. Subject to Article 10.0, any action at law, suit in equity or other judicial proceeding
arising under or out of this AGREEMENT may be instituted and maintained only in a court of competent
jurisdiction located in Kitsap County, Washington. Company hereby waives all defenses of lack of
personal jurisdiction and forum non conveniens.
12.7 No Aqency. Nothing contained herein shall be construed as creating any agency, partnership or
other form of joint enterprise between the parties.
12.8 Headinqs. The section headings appearing in this AGREEMENT are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or extent of such section or in
any way affect such section.
12.9 Counterparts. This AGREEMENT may be executed simultaneously in two or more counterparts,
each of which will be an original, but all of which together will constitute one and the same instrument.
12.10 CUSTOMER Reference. PALADIN may refer to CUSTOMER as a customer in sales or
marketing presentations, press releases or other similar activities. CUSTOMER shall reasonably
cooperate with calls or questions from other potential users of the Software.
12.11 Notices. All notices, including notices of address change, required to be sent hereunder shall be
in writing and shall be deemed to have been given three (3) business days following the date when
mailed by first-class mail, postage prepaid, or the next business day if sent by nationally recognized
overnight courier to the addresses listed on page one hereof.
12.12 Export Restrictions. The Software is subject to the U.S. Export Administration Regulations
("EAR"). CUSTOMER shall not knowingly export or re-export, or knowingly permit the re-export of, the
Software or any technical data relating to the Software, directly or indirectly, to any other country or any
other user except as permitted by the EAR.
12.13 Non-solicitation of Employees. Starting when this AGREEMENT is signed by all parties, and
continuing for a period of six months following the successful deployment of the licensed Software, each
party agrees not to solicit for employment any technical or professional employees of the other party
without the prior written approval of the other party.
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IN WITNESS WHEREOF, the parties have executed this AGREEMENT by their authorized
representatives.
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EXHIBIT A - Pricing for the City of Bremerton - Contract #2537
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Interlocking Software Permit & Licensing System, Enterprise Edition
Licenses effective 1-1-2007 when licenses began independent support from Kitsap County.
InterLocking Software Inspection Assistant License.........................................,
2 named users
Hardware not included
Inspection Assistants effective 1-1-2007 when inspectIOn assistant licenses began independent support from Kitsap
County.
In eluded S oftw are...... ......... ............... ............ ...... ............ ......... .................. ......... .........
Windows Server@ 2003 R2, Standard x64 Edition, 5 CAls
CXacle Application and Database Software (EMBEDDED)
Oracle 10g Database Standard Edition One- 1 processor based license plus Perpetual
Oracle 10g Intemet Application Server Enterprise Edition 30 named user license plus Perpetual
Internet Developer Suite 10g -1 named user plus Perpetual
Oracle Discoverer Ad Hoc query reporting tool
Annual Product Support and Maintenance -$13,000 per year...........................
Annual Product Support and Maintenance for Bremerton is paid from 1-1-2009 through 12-31-2009.
Updates Subscrir:tion Sef\ice, Product and Technical Support, Remote Database, Administration Sef\ice, Help Desk,
Web based Support
Renewals due in advance on January 1 of each year at the then-current Support Fees
DBA On-Demand Quarterly Monitoring - part of annual maintenance fee....
Normally subscnr:tion-based, DBA On-Demand IS a remote database administration maintenance and support service
that is included as a function of the annual product support and maintenance fee DBA on-<:lemand is staffed with
CXacle Certified Professionals, 24 hours a day, 365 days a year.
Public Portal and Managment Dashboard..............................................................
Discounted Price - Interlocking Software PubliC Portal (Unlimited Users)
-Permit Status Tracking, Permit Records, Inspection Requests, Permit Application Submittal, Internal Web-based
reporting. -Hardware not included--Public Portal must run on liS Server.
City of Bremerton will cooperate with Paladin Data Systems Corporation as a beta site for developing ePayments
(payments online) and functionality for the Public Portal in exchange for the discounted cost on Paladin's Public
Portal and Management Dashboard. Paladin Will deploy PubliC Portal, Management Dashboard, and will start
developing ePayments for Bremerton upon payment.
First Year Annual Product Support and Maintenance-Public Portal............... $833.00
Annual Product Support and Maintenance on Public Portal and Management Dashboard is 25% of discounted price
for first year Support prorated and effective April 2009 through 12-31-2009. Support prorated to match-up with
Bremerton's eXisting Annual Product and Support (effective 1-1-2009 thru 12-31-2009).
Renewals due In advance on January 1 of each year at the then-current Support Fees.
EXHIBIT A - Pricing for InterLocking Software and Professional Services
Software Licenses, 30 named users........................................................................
Licenses
Effective
1-1-2007
Licenses
Effective
1-1-2007
Effective
1-1-2007
Paid through
12-31-2009
Paid through
12-31-2009
$5,000.00
Total
$ 5,833.00U
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Payment Terms - Schedule of Payments
Due Upon Contract Sign in g.................................................................................................
$ 5,833.00
Public Portal and Managment Dashooard -$5000
Prorated Annual Product Supp:>rt and Maintenance -$833
*Aoolicable sales tax not included and to be added to invvice at time of im.Qicina
INo'es
No notes.
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Appendix B - PALADIN's InterLocking Software Products Software License
B.1 Riahts Granted. Subject to the terms and conditions of this AGREEMENT and in consideration of
the payment of the Fees under Article 7, PALADIN hereby grants to CUSTOMER for the CUSTOMER's
internal business use only a perpetual, personal, non-exclusive, non-transferable and non-assignable
(except as provided under Section 12.3) license to use the Software (in object code form only) and the
Documentation on the Supported Environment, and to use the source code of the Software for reference
purposes only. CUSTOMER may make one copy of the Software and Documentation electronic media
for back-up purposes. CUSTOMER may make as many printed reproductions of manuals supplied on the
electronic media as are required for the CUSTOMER's normal operations. Except as so expressly
licensed, no other rights are granted to CUSTOMER and none shall be implied.
B.2 Limitations. Except as reasonably necessary for CUSTOMER's own internal use, CUSTOMER
shall not;
(a) Cause or permit the copying or reproduction of the Software or Documentation;
(b) Disclose the Software or Documentation to or permit any use thereof by any third party;
(c) Disassemble, decompile, compile, or reverse engineer the Software or modify or create
any Derivative Works;
(d) Sublicense, lease, distribute or enter into any time share or service bureau arrangement
with respect to the Software;
(e) Transfer title or ownership of the Software license to any third party; or
(f) Export the Software outside the United States without PALADIN's prior written consent.
B.3 Source & Object License. As part of the Software distribution, the CUSTOMER will be provided
the source (human readable), and object (machine executable) code for every release received under this
license as governed by Appendix C - Technical Support. The Source and Object Code is provided in an
unencrypted format on the electronic media shipped for each release.
B.3.a Source Code Non-Disclosure. The source code contains PALADIN proprietary
information consisting of, but not limited to, processes, methods and underlying structures. This
information is provided to CUSTOMER subject to the following non-disclosure terms. Source
code is provided to CUSTOMER to facilitate their understanding of the Software systems in order
that they may write their own integrated extensions to the software using the provided interfaces.
A license is granted to use internally, modify and create Derivative Works of the Source Code
versions of the PALADIN's InterLocking Software Technology for the sole purpose of creating
user extensions for CUSTOMER's own use. CUSTOMER is expressly prohibited from
reproducing, distributing, licensing or sublicensing the Source Code version of PALADIN's
InterLocking Software Products, including any Derivative Works containing PALADIN's
InterLocking Software Products Source Code to any third party.
B.3.b Obiect Code Non-Disclosure. The object code contains PALADIN proprietary information
consisting of, but not limited to, any machine instructions - both in English and machine
interpretable, processes, methods and underlying structures. This information is provided to
CUSTOMER subject to the following non-disclosure terms. Object code is provided to execute
on computer hardware. A license is granted to use internally the Object Code versions of the
PALADIN's InterLocking Software Technology for the sole purpose of CUSTOMER's own use.
CUSTOMER is expressly prohibited from reproducing, distributing, licensing or sublicensing the
Object Code version of PALADIN's InterLocking Software Products, including any Derivative
Works containing PALADIN's InterLocking Software Products Object Code to any third party.
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You may not copy, reverse engineer, decompile, reverse compile, translate, adapt, or
disassemble the Object Code, or any part thereof.
B.3.c Prohibited Uses. You may not use the PALADIN's InterLocking Software Products, or
any part thereof, in the operation of a service bureau, or for the benefit of any other person or
entity. You may not cause, assist or permit any third party to do any of the foregoing.
B.3.d Confidential Information. All information (including, but not limited to; machine
instructions - both in English and machine interpretable, processes, methods and underlying
structures, business plans, data, business records, license agreements, strategic information,
instruction techniques, strategies or procedures, formulas, trade secrets or the like) ("Confidential
Information") disclosed by PALADIN to the CUSTOMER shall be considered highly confidential
and valuable proprietary information not previously released or available to the public and such
information is recognized and acknowledged by both Parties to possess competitive value.
B.3.e Use of Confidential Information. CUSTOMER agrees that Confidential Information will be
used solely by it to support day to day operations to accomplish those functions that the Software
is designed to support.
B.3.f Non-disclosure Covenants. CUSTOMER agrees that it will not, without the prior written
consent of PALADIN, disclose any Confidential Information to anyone, except its employees who
need to know it for the purpose of supporting the business needs of CUSTOMER, and they will
keep permanently confidential all Confidential Information. Employees of the CUSTOMER will be
required to agree to be bound by this AGREEMENT to the same extent as if they were parties
thereto prior to the disclosure to them of any Confidential Information. In any event, CUSTOMER
will be responsible for any breach of this AGREEMENT by its employees.
B.3.g Reasonable Safeauards. CUSTOMER warrants to PALADIN it will use reasonable
safeguards against the unauthorized disclosure of Confidential Information, and agrees it shall
protect the Confidential Information of PALADIN in the same manner that it protects its own
confidential proprietary information. If this Software agreement is terminated for any reason
CUSTOMER agrees to immediately return to PALADIN all copies of Confidential Information in its
possession, or to send a certified letter documenting the destruction of all Confidential Information
in its possession.
B.3.h Exclusion. This AGREEMENT shall be inoperative as to such portions of the Confidential
Information which;
(i) are generally available to the public through no fault or action by the CUSTOMER, its
agents or representatives,
(ii) are available to the CUSTOMER on a confidential basis from a source other than
PALADIN which is not prohibited from disclosing such Confidential Information to CUSTOMER by
a contractual, legal or fiduciary obligation to PALADIN or
(iii) has been disclosed pursuant to a requirement of a court order, subpoena,
governmental agency or law, provided that CUSTOMER has provided PALADIN with prior notice
of such requirement and has cooperated with any attempt by PALADIN to prevent such
disclosure.
B.3.i Remedies. In the event of a breach or threatened breach by CUSTOMER, or its
employees, of the provisions of Sections B.3.a, B.3.b, B.3.c, B.3.d, B.3.e, B.3.f, B.3.g, or B.3.h,
PALADIN shall be entitled to an injunction restraining CUSTOMER, or its employees, from such
breach. Nothing herein contained shall be construed as prohibiting PALADIN from pursuing any
injunction or any other remedies available for such breach, or threatened breach, or any other
breach of this AGREEMENT. PALADIN shall also have the right to recover from CUSTOMER all
reasonable costs and attorneys' fees incurred by it in seeking any such remedies. No breach by
a Party of any other agreement between the Parties shall be a defense to any breach by the other
Party to this AGREEMENT.
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B.3.j Common Law, Torts and Trade Secrets. The Parties agree that nothing in this
AGREEMENT shall be construed to limit or negate the common law of torts or trade secrets
where it provides a Party with broader protection than that provided herein.
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Appendix C - TECHNICAL SUPPORT
C.1 General. Except during the Warranty Period in Section 5.1 hereof, PALADIN provides the
Software to CUSTOMER "AS IS" and without Support. At its option, CUSTOMER may purchase Support
as described in Exhibit A on an annual basis upon payment of the then-current Support Fees. If Support
has been terminated or interrupted, PALADIN may, at its option, reinstate such Support to CUSTOMER
only if PALADIN then offers such Support for the Software and CUSTOMER pays a fee equal to the
Support Fees that would have been payable for the period during which Support was terminated or
interrupted.
C.2 Access to Personnel and Equipment. If CUSTOMER has purchased Support for the Software,
CUSTOMER shall provide PALADIN with reasonable access to CUSTOMER's personnel and VPN
access to CUSTOMER's equipment for the purpose of providing remote software support from PALADIN
facilities. PALADIN shall only access and use the Supported Environment for purposes of Support.
C.3 Incidental Expenses. For anyon-site services requested by CUSTOMER in relation to any
Support provided under this AGREEMENT, CUSTOMER shall reimburse PALADIN for its actual and
reasonable travel, lodging and out-of-pocket expenses thereby incurred.
CA Traininq, Data Conversion and Database Administration Services. At its option, CUSTOMER
may also purchase training, data conversion or database administration services from PALADIN. All such
separate services shall be billed to CUSTOMER on a time-and-materials basis at PALADIN's then-current
rates unless the parties expressly agree otherwise in writing.
C.5 Third Partv Hardware. CUSTOMER shall work directly with any relevant OEMs regarding any
technical Support questions or issues regarding Third Party Hardware. PALADIN shall not provide any
Support for Third Party Hardware, including that provided by PALADIN for CUSTOMER's convenience as
listed on Exhibit A.
C.6 Support Hours and phone numbers. Hours of availability and the methods to be used to contact
Support are published publicly, and are subject to change in order to best Support our customer base.
They are available on the web at http://www.interlockinqsoftware.com/support/maintenance.aSP.
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