HomeMy WebLinkAbout6067 Revised 08/20/18
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S GRib
Strategic Government Resources, Inc.
LMS Customer Agreement
For Standard Subscriptions
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SGR
07/29/19
Leighann Denton
Human Resources Analyst II
City of Bremerton
Leighann.Denton@ci.bremerton.wa.us
(360)473-2320
RE: Provision of an LMS Standard Subscription by Strategic Government Resources(SGR)
Dear Leighann,
Strategic Government Resources(SGR) is pleased to submit this LMS Agreement to the City of Bremerton
which sets forth the terms and conditions that govern the schedule and delivery of your requested
Subscription.
Please note that your Subscription will not begin until the included Agreement is executed and returned
to LMS@GovernmentResource.com.
After this Agreement is executed and returned to SGR, any changes to the assembled Training Package
will require an updated and executed Agreement returned to SGR upon which SGR will invoice for an
additional Set Up Fee.
Sincerely,
7
L I
,
Marlie Eyre
Training Manager
Strategic Government Resources (SGR)
817-753-3149
LMS@GovernmentResource.com
PO Box 1642 Keller, Texas 76244 817-337-8581 www.GovernmentResource.com
p •
This Agreement sets forth the terms and conditions that govern the SGR LMS Standard Subscription provided by Strategic
Government Resources, a reseller of the Litmos Learning Management System for Callidus Software, Inc.
Hereafter,the term"LMS"will mean Callidus Software's Litmos Learning Management System;the term"current calendar
year" shall mean the same year in which this Agreement is executed;the term "Subscription"shall mean Customer's SGR
LMS Standard Subscription to the LMS platform in the current calendar year;the term "Training Package" shall mean the
pre-determined collection of training components that will be assigned to users;the term "Access Period"shall mean the
pre-determined amount of time during which users will be expected to complete their assigned Training Package(s);the
term "Callidus" shall mean Callidus Software, Inc., and its subsidiaries and Affiliates; the term "SGR" shall mean Strategic
Government Resources.This Agreement has specific information regarding the Subscription,services,quantities selected,
SGR fees, and other details of your order. This Agreement is subject to signature by both SGR and Customer. This
Agreement will constitute the complete Agreement for the Subscription and supersedes any prior discussions or
representations regarding the Subscription; however, Customer may maintain more than one type of Subscription at any
time.
Please note that the LMS Standard Subscription option does not include training or administrative access for Customer to
independently administrate the LMS. A simplified comparison table has been provided below to help best distinguish
Subscription options. If Customer wishes to gain administrative access to the LMS, a Premium Subscription Agreement
should be requested from SGR. The Customer may maintain more than one type of Subscription at any time.
_ BASIC STANDARD PREMIUM
COST $19/user $11/user r $19-$29/user
SET-UP FEE No $100 ` $500
'
TERM 30 Days 90 Days 365 Days
AUTO RENEWING NoNo Yes
ADMIN ACCESS No Limited Unlimited
i
PERFECT FOR PERFECT FOR I PERFECT FOR
Select 1 course from Select up to 5 courses Access to SGR's full
ilk SGR's course library. from SGR's course course library t
library+up to 5 of your unlimited ability to
SRUsers needing one-time own training resources. create&upload your
access to take a single SGR own training resources.
course,i.e.DOT Reason- Users needing one-time
4110 able Suspicion,Customer access to take a package of Organizations and
Service,and Red Flag training,i.e.new hire departments needing
ONLINE TRAINING Rules training. ? orientation,annual on-going access to
O pr
1compliance,or seasonsl manage all aspects of
1 employees on-boarding, an annual training and
development program.
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Customer's Use of the Subscription
Provision of the Subscription &Training Library. All active licensed users will have the right to use the LMS and access
the assembled training package for the full duration of their licensed term pursuant to this Agreement. This is a non-
exclusive and nontransferable right. Customer understands that all SGR content included in the assembled Training
Package provided, unless otherwise stated herein is the exclusive property of SGR, is copyrighted and may not be
reproduced, nor used in whole or part without the express written consent of SGR,except as intended within the confines
of the LMS. Any content that Customer submits to SGR to be included in the assembled Training Package will remain the
exclusive property of Customer and will not be used in whole or in part by SGR or Callidus without express written consent
from Customer.
Customer Obligations. Customer may enable access of the Subscription for use only by Authorized Persons solely for the
internal business purposes of Customer and its Affiliates in accordance with this Agreement and not for the benefit of any
Third-Parties. Customer is responsible for all Authorized Persons' use of the Subscription and compliance with this
Agreement.
Customer shall:
1. have sole responsibility for the accuracy,quality,and legality of all Customer Data that is transmitted or otherwise
provided and the means by which Customer acquired Customer Data;
2. ensure that its employees receive any required disclosures and appropriate training concerning the use of the
Subscription;
3. use commercially reasonable efforts to prevent unauthorized access to,or use of,the Subscription,and notify SGR
promptly of any such unauthorized access or use;
4. use the Services(s) only in accordance with this Agreement,the Documentation, and the applicable law;
5. have all necessary permissions to share the content as it relates to intellectual property and copyright laws.
Customer shall not:
1. use the Services in violation of applicable laws and regulations;
2. in connection with the Subscription, send or store infringing, obscene, threatening, or otherwise unlawful or
tortious material,including material that violates privacy rights.Customer shall be liable for the acts and omissions
of all Authorized Persons and Customer Affiliates relating to this Agreement.
Service Level Availability. LMS will have 99.9% availability to the LMS in any calendar month, excluding scheduled
maintenance or training library course updates. All calculations for unavailability will be calculated in half hour increments
and always rounded up to the nearest half hour. If Subscription availability falls below 99.9%availability,Customer will be
eligible to receive a Service Credit applied to Customer's next invoice.
• Availability is calculated as follows:
o Actual Availability (unavailability can be calculated by measuring the amount of time between
unavailability being reported and resolved), divided by the total availability that should have been
provided in the LMS.
o Equation:Actual Availability/Total Availability
• Service Credit is calculated as follows:
o Unavailability(the amount of time between unavailability being reported and resolved), multiplied by the
current Subscription cost per half hour. The Subscription cost per half hour will be determined by
Customer's current Subscription fees, see the table in 3.5). Note that current Subscription costs can
change from the initial Subscription Fee Schedule in future Subscription terms due to a change in the
number of active users in the LMS.
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I � .
o Equation: Unavailability x Half Hour Subscription Rate
o Service Credit Request: Customer must request a Service Credit within thirty days of LMS availability
becoming fully restored for any Service Credits. Failure to notify SGR in writing within thirty days will result
in Customer's forfeiture of right to receive Service Credit.
Service Level Maintenance. Subscriptions are designed to be available 24/7 but are subject to maintenance of the LMS
platform as well as the training library.As part of providing a Service under SGR's contract with Callidus,Callidus will apply
any update, bug fix or upgrade to the LMS that it makes generally available to its customers of the Service. SGR will apply
any update, bug fix or upgrade to the assembled training package or LMS Platform that it makes generally available to all
customers.
Customer Support. Customer shall contact SGR for all Subscription questions or LMS support requests. SGR will strive to
respond to all questions and support requests within 4 business hours but no longer than 24 business hours of being
contacted. Customer may reach SGR support at 817-382-3880 or Ims@governmentresource.com. SGR will provide all
Customer assistance and support related to the Subscription.
In the event SGR determines that a support or feature request falls outside of SGR's scope, SGR will contact Callidus and
report the issue using their issue tracking system. SGR will serve as an advocate on behalf of Customer for all needs
regarding the Subscription. However, Callidus reserves the right to ultimately determine what is and is not possible while
using LMS.
Fees & Payment
Unlike SGR's Premium LMS Subscription,this LMS Standard Subscription option does not auto renew. Additional licenses
may be purchased at any time during the current calendar year and added to the existing Subscription's assigned Training
Package(s)without incurring an additional "set-up fee".
A new "set-up fee" may be incurred if:
• Changes are made to an existing Training Package such as:
o Title(s)
o Components)
o Access Period(s)
o Reminder notification schedule
o Report recipient(s)
o Report frequency
o Completion certificate(s)
o Promo Code(s)
• A new Training Package is created.
Customer may request that SGR reuse a previously assigned Training Package(s) in order to avoid an additional set-up fee,
assuming that no other changes (see list above) need to be made other than issuing a new Promo Code (if applicable).
However,SGR does not guarantee the preservation of historical Training Package(s)for the purposes of reuse if more than
twelve months have passed since the last assigned user's access period expired.
Subscription Terms.The initial Subscription term and pricing will be as follows:
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Customer's LMS Subscription
Product Unit Price Qty. Total
One-Time,Set-Up Fee $100 1 $0.00
Cost Per User License $11 40 $440
Total Due $440
All licenses will be given a certain number of days access from the date of processing (please see User Access Period
section), not from this Agreement's date of execution. Customer may extend the access period of one or more user
licenses at any time by purchasing another individual user license. Discounted or prorated extensions are not available.
Payment. SGR will invoice Customer, and Customer agrees to pay all Subscription Fees net 30 days from the date of
invoice. Customer agrees that failure to pay any amount due to SGR within 5 business days after receipt of written notice
of non-payment gives SGR the right to suspend the Subscription until payment is made in full or until SGR cancels the
Agreement. However,Customer's payment will not be considered overdue for any unpaid amounts disputed in good faith
on an invoice-by-invoice basis.
Training Package(s). The assembled Training Package(s) that Customer wishes to be assembled include the following
Component(s):
• City of Bremerton Seasonal Employee Training—2019 Training Package
o Seasonal Employee Orientation 1: Sexual Harassment Prevention-2019
o Seasonal Employee Orientation 2: Extraordinary Customer Service-2019
o Seasonal Employee Orientation 3: Ethics in the Workplace-2019
o Recognizing and Responding to Workplace Bullying-2019
Note:The Training Package will be assembled so that employees must take the training consecutively in the order
detailed above.
Completion Certificates. Upon completion of the assigned Training Package(s) described above, users will be permitted
to download a completion certificate which includes their full name,title of the Training Package(s), and the date of
completion.
Assigning Training Package(s). SGR offers two options to assign Training Package(s)to users:
❑ Submit a Bulk Order Form via email to LMS@GovernmentResource.com
a. Customer will receive a formatted Excel spreadsheet that can be completed and returned to SGR any
time additional users need to be assigned the Training Package(s) in bulk.
b. Upon processing of any submitted Bulk Order Forms, Customer will be invoiced within 2-3 business
days.
Z Utilize an online Self-Sign-Up Form via a URL provided by SGR
a. Customer will receive a document that includes a URL, instructions, and Promo Code(s)valid for the full
calendar year in which it is issued. This document can be distributed to users through 12/31/2019.
Please contact SGR if you wish to assign the Training Package to users after this date.
b. The Promo Code(s)for your Training Package(s)will be:
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• Training Package: City of Bremerton Seasonal Employee Training - 2019, Promo Code:
bremerton2019
c. At the beginning of each month, Customer will be invoiced for any users who self-signed up in the
previous month.
User Access Period. Users should have access to the Training Package for:
1130 Days
❑ 60 Days
❑ 90 Days
❑ 120 Days
Emailed Progress Reports.SGR will provide a weekly Progress Report detailing each user's completion status of their
assigned training each Monday. The following email address(es)will receive these reports:
• charlotte.nelson@ci.bremerton.wa.us
• leighann.denton@ci.bremerton.wa.us
• lisa.garland@ci.bremerton.wa.us
• debbie.klinefelter@ci.bremerton.wa.us
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Confidentiality
Confidentiality Obligations. During the course of SGR and Customer's relationship, each Party may have access to
Confidential Information of the other Party. Neither Party shall disclose any Confidential Information of the other Party,
orally or in writing,to any Third-Party(except with Callidus) without the prior written consent of the other Party, except
as provided in this Agreement. The Parties shall protect each other's Confidential Information using commercially
reasonable administrative, physical and technical safeguards. Neither Party shall use the other Party's Confidential
Information for any purpose other than lawful performance of this Agreement.
In addition to this general confidentiality obligation clause, SGR acknowledges that any training content added by
Customer will remain the property of Customer. Providing SGR content to upload as part of Customer's Training Package
in no way grants access to any other local government entity outside of the individuals, departments, and organizations
that Customer chooses to grant access to in its LMS.
Disclosure to Third-Parties and as Required by Law. SGR, Callidus, and Customer may each provide access to and use
Confidential Information if such a request is required by Law.To the extent that such a disclosure is required by Law, each
Party may make such disclosure, provided that the Discloser of Confidential Information (i) to the extent permitted by
Law, notifies all other Parties of such requirement prior to disclosure and (ii) makes diligent efforts to avoid and limit
disclosure. Recipient of Confidential Information shall be responsible for the access and use of Confidential Information
by any Third-Parties to which it discloses information.
Notwithstanding Recipient's conformance with the procedures set forth above,the disclosure required by Law shall not
itself cause the information to lose its confidential character unless the information ceases to be Confidential Information
as a result of one of the reasons specifically set forth in the definition.
Proprietary Rights
Ownership and Reservation of Rights to SGR and Callidus Technology. SGR, Callidus and their licensors own all rights,
title and interest in and to the Subscription Services, Documentation,and other SGR or Callidus Technology,as well as any
modifications that are derivative works thereof. SGR,Callidus and their licensors also own all right to the included Courses
and Training Content that are included in the purchase of a Subscription. Subject to the limited rights expressly granted
hereunder, SGR and Callidus reserve all rights, title and interest in and to the Subscription Services, Documentation,
included Courses,and included Training Content including all related common law,statutory and other industrial property
rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents, and other proprietary
rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related
thereto. No rights are granted to Customer hereunder other than as expressly set forth herein.
License Grant. SGR and Callidus hereby grant Customer a non-exclusive, non-transferable, right to use the Subscription
Services, Documentation, Courses and Content solely for the internal business purposes of Customer and Affiliates and
solely during the Term, subject to the terms and conditions of this Agreement.
License Restrictions.Customer shall not(i)modify,copy or create any derivative works based on the Subscription Services,
Documentation, Courses or Content; (ii) license,sublicense,sell, resell, rent, lease,transfer, assign, distribute,time share,
offer in a service bureau, or otherwise make the Subscription Services, Documentation, Courses or Content available to
any Third-Parties, other than to Authorized Persons as permitted. herein; (iii) reverse engineer or decompile any portion
of the Subscription Services, Documentation,Courses or Content including but not limited to,any software utilized by SGR
and Callidus in the provision of the Subscription,except to the extent required by Law;(iv)access the Subscription Services,
Documentation, Courses or Content in order to build any commercially available product or service; or (v) copy any
features,functions, integrations, interfaces or graphics of the Subscription Services, Documentation, Courses or Content.
Ownership of Customer Data.As between SGR,Callidus and Customer;Customer owns its Customer Data.Customer Data
housed in the LMS will remain available to Customer during the lifespan of the active Subscription. If no users remain
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active in the LMS, SGR reserves the right to inactivate the account. It is the responsibility of Customer to export and save
historical training records supplied during an active Subscription.SGR makes no guarantees to the availability of historical
Customer Data once a Subscription is cancelled.
Aggregated Data Use. Without limiting the confidentiality rights and protections set forth in this Agreement, SGR and
Callidus own and have the perpetual right to use for business and/or operating purposes the aggregated and statistical
data derived from the operation of the Subscription and Service, including, without limitation, the number of records in
the Services, the number and types of transactions, configurations, and reports processed in the Services and the
performance results for the Services (the "Aggregated Data"). Nothing herein shall be construed as prohibiting SGR and
Callidus from utilizing the Aggregated Data for purposes of operating SGR and Callidus's business, provided that the use
of Aggregated Data will not reveal the identity,whether directly or indirectly, of any individual or specific data entered by
any individual into the Services. In no event does the Aggregated Data include any Customer Data or any information that
personally identifies a specific individual.
Term, Cancellation, Suspension, & Dispute Resolution
Term&Renewal. For the purposes of this Agreement,the "current calendar year"shall be defined as 2019.
The terms of this Agreement shall be effective immediately upon execution of this Agreement and shall be applied to any
users that are assigned Training Package(s)for the remainder of the current calendar year.Concurrently,any Promo Codes
created for the purposes of utilizing the Self Sign-Up Form,will also remain active for the remainder of the current calendar
year.
For example,an Agreement is executed on January 1,2019 with a Training Package that grants any assigned users a certain
access period to complete their training. If a user is not assigned the training until December 1, 2019,they will still have
the same amount of time from the date of assignment to complete the training, and the terms of this Agreement will
remain in effect until that user's access period has expired (March 1, 2020).
Unlike Premium LMS Subscriptions which annually auto renew,Standard LMS Subscriptions do not auto-renew.To assign
training to users in a future calendar year, please contact us at LMS@GovernmentResource.com whereupon an updated
Agreement will be provided along with new Promo Code(s), if applicable.
Customer may cancel the Subscription at any time during the current calendar year by providing a written notice sent to
LMS@GovernmentResource.com. SGR will not issue partial refunds for set-up fees, any unused Training Package(s), un-
used user licenses, or incomplete training assigned through the Bulk User Upload Form or the Self Sign-Up Form. Please
contact SGR for consideration of special circumstances.
SGR may cancel the Subscription at any time with a minimum of 30 days written notice. SGR will make every effort to
notify Customer with more notice when possible. In unlikely situation where SGR notifies Customer of a cancellation which
interrupts existing users'assigned training access, SGR will issue partial refund(s)for disrupted access.
Cancellation for Default.If either Party fails to comply with any provision of this Agreement,the effected Party may cancel
this contract for default. Cancellation shall be effected by the offended Party serving a notice of intent to cancel the
Agreement setting forth the manner in which the other Party is in default.The defaulting Party will be given an opportunity
to correct the problem within a reasonable time before Cancellation Notice is rendered. If SGR is the defaulting Party,SGR
will only be paid the price for services performed in accordance with the terms set forth in this Agreement.Customer shall
have the right to immediately cancel the Contract for default if SGR or Callidus violates any local, state, or federal laws,
rules or regulations that relate to the performance of this Agreement.
Effect of Cancellation. When this Agreement expires or is canceled, Customer shall pay all money due to SGR for the
Subscription up to the expiration or cancellation date and any payments that may become due pursuant to this Agreement
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subsequent to such expiration or cancellation. Customer also agrees to immediately stop using the Subscription and
accessing the Software upon expiration or cancellation of the Agreement and both Parties agree to stop using the
Confidential Information of the other Party and to return or destroy (at the Party's discretion) all the copies of the other
Party's Confidential Information. To the extent the Recipient is required to keep a copy of any of the Discloser's
Confidential Information as required by applicable law, the Recipient shall continue to treat as Confidential Information
in accordance with the terms of this Agreement.
Dispute Resolution. Prior to instituting formal proceedings,the Parties shall attempt to resolve all disputes arising out of
or relating to this Agreement informally. To invoke this process a Party shall appoint a designated executive and request
that the other Party do the same. The other Party shall make such appointment within five (5) days of receipt of the
request. The designated executives shall then have up to thirty (30) days to attempt in good faith to resolve the matter.
The informal dispute resolution process shall cancel at the end of the thirty (30) day period unless extended by mutual-
agreement. Disputes not resolved by informal dispute resolution as provided in this section will be resolved by litigation
unless the Parties mutually agree to an alternative dispute resolution method such as arbitration.
Nothing in this section shall prevent, or be construed as preventing, a Party from (a) instituting formal proceedings to
avoid the expiration of any applicable limitations period, or (b) seeking injunctive or other equitable relief in a court of
appropriate jurisdiction.
The Parties agree that all negotiations pursuant to this section will be confidential and therefore treated as compromise
and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and
jurisdictions.
No Warranties Except as Expressly Provided in this Agreement
Other than the express applicable service level warranties set forth in this Agreement, and to the maximum extent
permitted by applicable Law, SGR makes no warranties of any kind under this Agreement, whether express, implied,
statutory or otherwise, and specifically disclaims the implied warranties of non-infringement, title, merchantability or
fitness for a particular purpose.
Limitation of Liability
Direct Damages. Notwithstanding any other provision in this Agreement, a Party's aggregate maximum liability for any
damages arising out of or related to this Agreement shall not exceed the fees paid or payable by Customer under this
Agreement for the twelve months prior to the date such cause of action first arose("fee exposure"),except that the dollar
limit in this Direct Damages section will not apply to damages arising from:(i)a Party's express indemnification obligations;
or(ii) express obligations related to the unauthorized disclosure of Customer Data,which shall be capped at one and one
half(1.5) times the fee exposure. The above limitations will not limit Customer's payment obligations under the Fees &
Payments section.
Exclusion of Consequential & Related Damages. Except to the extent that the damages or costs set forth immediately
above in subsections (i) and (ii) are deemed consequential or incidental damages, neither Party (including in the case of
Callidus or SGR, any of its suppliers or Third-Party licensors) shall be liable for any indirect, incidental, special,
consequential, reliance, exemplary, lost profits or revenues, cover or punitive damages, however arising and even if the
Party against whom the claim is made has been advised of the possibility of such damages.
Exclusion for Breach of Agreement. Notwithstanding any provision in this Agreement, neither Party shall be liable to the
other Party to the extent such liability would not have occurred but for the other Party's failure to comply with the terms
of this Agreement.The Parties acknowledge that the limitations set forth in this article are integral to the number of fees
charged in connection with this Agreement and that,were Customerto have demanded that either Callidus or SGR assume
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any further liability beyond that set forth herein, SGR would have declined to enter the Agreement or would have
demanded substantially higher fees.
Essential Elements of Agreement.The foregoing limitations of liability and disclaimers of damages apply regardless of the
form in which an action (legal, equitable or otherwise) is brought,whether in contract,tort, or otherwise.The limitations
of liabilities, disclaimers of warranties, exclusivity of remedies, and other limitations set forth herein are an essential
element of the bargain between the Parties (without which the transactions contemplated by this Agreement would not
occur) and will apply even if a remedy fails in its essential purpose.
Miscellaneous
Notices. All notices required or permitted by this Agreement shall be in writing and shall be effective upon delivery (i)to
the email addresses indicated on the last page of this Agreement, or such other address as either Party may indicate by at
least ten (10) days prior written notice to the other Party;and (ii) also to the attention of each Party's General Counsel.
Survivability.The terms of this Agreement,which by their nature one would reasonably intend to survive this Agreement
shall survive it, including terms addressing fees and payment, confidentiality, proprietary rights, subscription term,
cancellation, suspension, dispute resolution; representations and warranties, limitation of liability, and the applicable
miscellaneous sections.
Law&Jurisdiction.Texas Law shall govern this Agreement,excluding its conflict of Law's provisions.The provisions of any
federal or state Uniform Computer Information Transactions Act shall not apply. The Parties expressly exclude the
application of the United Nations Convention on Contracts for the International Sale of Goods.The federal and state courts
in the Northern District of Texas shall have exclusive jurisdiction with respect to any action arising out of, relating to or in
any way connected with this Agreement, its negotiation or cancellation,or the Services.
Section Headings.The Section headings herein are provided for convenience only and have no substantive effect on the
construction of this Agreement.
Force Majeure. Except for Customer's obligation to pay SGR or to assume obligations for taxes, neither Party shall be liable
for any failure to perform due to causes beyond its reasonable control, such as war,terrorism, civil commotion, Internet
service interruptions or slowdowns,vandalism or"hacker" attacks, or governmental demands or requirements.
Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without
such provision.
Waivers. The failure by a Party to exercise or enforce any right hereunder shall not operate as a waiver of such Party's
right to exercise or enforce such right or any other right in the future.
Publicity. SGR and Callidus may add Customer's name and logo to a published list of customers so as long as Customer
continues to be a subscriber of the Subscription.
Modifications, Additional Terms, Entire Agreement, Amendment. No purchase order or other document that purports
to modify or supplement this Agreement shall add to or vary the terms of this Agreement. All proposed variations or
additions,whether submitted by SGR or Customer, are objected to and deemed immaterial unless otherwise agreed to in
a writing signed by both Parties.This Agreement constitutes the entire agreement and understanding between the Parties
concerning Customer's access to the Subscription and may not be modified by custom or usage.This Agreement replaces
and supersedes all prior oral or written understandings, communications and representations between the Parties with
respect to the Subscription.This Agreement may be amended only by a written document executed by a duly authorized
representative of each of the Parties.
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Waived Set-Up Fee. Effective April 1, 2019, under SGR's new LMS pricing structure, any Standard Subscription customers
who upgrade to a Premium Subscription will qualify for having their one-time set-up fee waived ($500 value).
Definitions
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control by either
Party.
"Authorized Persons" means an individual or entity that is authorized by Customer to use the Subscription using their
unique and assigned username and password. Authorized Persons may include, for example, Customer's employees,
consultants,and contractors. Authorized Persons exclude competitors of Callidus or SGR.
"Cancellation Notice" means prior written notice by one Party to the other of the intent to cancel the Subscription.
"Confidential Information" means all information disclosed by a Party to another Party;orally or in writing, designated as
confidential or that reasonably should be understood to be confidential given the nature of the information and
circumstance of disclosure. Customer's Confidential Information includes Customer Data; SGR Confidential Information
includes the Subscription, Documentation and the Course Library; Callidus Confidential Information includes the Services
and Documentation.Confidential Information of each Party includes the terms of this Agreement,each Party's proprietary
technology and technical information, business processes and technical product information, product plans and designs,
issues, and all communication between the Parties regarding the Services.
"Courses" means SGR prepared training curriculum, custom training content, and Course Library available in the
Subscription.
"Customer Data" means the electronic data or information submitted by Customer or Authorized Persons to SGR or the
Subscription.
"Documentation" means the published user manuals, whether in print or electronic form, or on-line help functions for
each Service, as updated from time to time.
Exclusions.Confidential Information shall not include any information that: (i)is or becomes generally known to the public
without breach of any obligation owed to the other Party; (ii) was known to a Party prior to its disclosure by the other
Party without breach of any obligation owed to the other Party; (iii) was independently developed by a Party without
breach of any obligation owed to the other Party; (iv)is received from a Third-Party without breach of any obligation owed
to the other Party; or(v) is Aggregated Data as described in this Agreement.
"Law" means any local,state, national and/or foreign law,treaties, and/or regulations applicable to a respective Party.
"Learning Management System (LMS)" means the web-based training delivery platform that is used to assign, deliver,and
track user required training.
"Technology" means proprietary technology, including the Services,software, hardware designs, copyrights,trademarks,
patents, trade secrets, software tools, algorithms, user interface designs, architectures, products, documentation, the
designs and schema for any network or system connectivity and related intellectual property worldwide and whether in
printed, written, electronically reproduced or any other form and whether owned by SGR, Callidus or any Supplier or
licensed to SGR,Callidus or any Supplier and all enhancements,derivatives, improvements, modifications or extensions of
such technology conceived, reduced to practice or developed during the term of this Agreement.
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Host Points of Contact
Please complete the following information in addition to executing this Agreement.
LMS Primary Administrator
Name: Charlotte Nelson Phone: 360-473-5926
Title: Human Resources Manager Email: charlotte.nelson@ci.bremerton.wa.us
Billing Point of Contact
Name: Lisa Garland Phone: 360-473-5347
Email: lisa.garland@ci.bremerton.wa.us
Association Membership
Check the box if your organization has membership with the following:
[X NPELRA(National Public Employee Labor Relations Association)
o CMAO (City Management Association of Oklahoma)
MML(Missouri Municipal League)
o TFCA(Texas Fire Chief Association)
If this Agreement fairly and accurately documents and recites the Agreement terms between Customer and SGR, please
so indicate by executing two copies of this Agreement, retaining one for your record, and emailing one back to
LMS@GovernmentResource.com.
Approved and accepted on the 30 day of July , 2019 by and between:
J.
Aura'/
Lauren Swaim Printed Name: Ck,cw-(0J- X12—_So✓l
Orl —
Managing Director of Training& Leadership Development Title: WAce.4, eeSoVfca S `tn"'
Strategic Government Resources City of Bremerton
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