R20-019 RESOLUTION NO. R20-019
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVE AND AUTHORIZE THE CITY
11 MANAGER TO SIGN THE ACCELERATED
TECHNOLOGY LABORATORIES, INC., MASTER
SOFTWARE & SERVICES AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
13
1 WHEREAS, in January, 2020, staff requested the City Commission approve the
1 ' expenditure of $82,413.25 and authorize the City Manager to sign an Addendum to the
1 Accelerated Technology Laboratories, Inc. Master Software & Services Agreement; and
1 WHEREAS, authorization for the City Manager to sign the Master Software &
1 Services Agreement with Accelerated Technology Laboratories, Inc., is required as well;
1.. and
1 ' WHEREAS, City staff is requesting Commission authorization for the City
13 Manager to sign the Master Software & Services Agreement with Accelerated Technology
1 Laboratories, Inc., which will be used in conjunction with the Addendum authorized by
20 Resolution R20-001; and
2 WHEREAS, upon recommendation of staff, it is the City Commission's desire to
2' approve and authorize the City Manager to sign the Master Software&Services Agreement
2; with Accelerated Technology Laboratories, Inc.
2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
24 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
2' as being true and correct and are hereby made a specific part of this Resolution upon
2;; adoption.
S:\CA\RESO\Agreements\ATL Master Software And Services Agmt-Reso.Docx
2' Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
311 approves and authorizes the City Manager to sign the Master Software & Services
3 Agreement with Accelerated Technology Laboratories, Inc., a copy of which is attached
3. hereto and incorporated herein as Exhibit"A",to be used in conjunction with the Addendum
3 authorized by R20-001.
3' Section 3. That this Resolution shall become effective immediately.
3' PASSED AND ADOPTED this day of March, 2020.
3:.
3 CITY OF BOYNTON BEACH, FLORIDA
3::
3, YES NO
411
4 Mayor—Steven B. Grant
4.
4 Vice Mayor—Justin Katz ✓
4'
4'• Commissioner—Mack McCray
4;.
4 Commissioner—Christina L. Romelus
4:,
4' Commissioner—Ty Penserga
54'
5
5. VOTE
5 , ATTEST:
5'
5'
5; .. A.
5 C _Mal Gibson, MMC
5: City Clerk
5 ti.
6c (Corporate Seal,
'� H WV,
.
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SACA\RESO\Agreements\AbMirlesterS66vare And Services Agmt-Reso.Docx
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',Accelerated.
Te ogy
MASTER SOFTWARE&SERVICES AGREEMENT - :
This Software and Services Subscription Agreement(the"Agreement")is made.and.entered into.as.of the date of the last signature.:
below("Effective Date")by and between ACCELERATED TECHNOLOGY LABORATORIES;,INC..a North Carolina corporation having its
principal.place of business at496 HollyGrove School Rd:,West End,NC("ATI"),and(CUSSTOMER.NAME),a
having a place of business at , ("Client"),
In consideration of the obligations,covenants,arid agreements.set forth below and other valuable consideration the sufficiency of. .
which is hereby acknowledged;the.Parties have executed theAgreement effective as of the Effective Date. Any Non-Disclosure
Agreement executed by the Parties(the"NDA"),Exhibit A(Maintenance&Support Services)attached hereto,each•Quote(Software
and Services Fees)executed bythe Parties and each Statement of Work or SOW executed by the Parties are incorporated into the
Agreement by reference and together herewith constitute the entire understanding of the Parties with respect to the subject matter :
hereof:
1.DEFINITIONS: 1S. "Internal Business.Purpose"shall mean for the benefit
•
1.1: "Customer Content" shall mean the data, internal . of Customer as part of its internal,processes or as part Of the, -.
process designs: and workflows, materials, formats• ,•. •
services It provides:to.its customers:in the.ordinary course'of
logos,•materials;trademarks,_and.service marks.(in,'any.forts+, business;and notfor resale orsublicense to third parties. ,
method or manner of expression or communication noun.known. . 1.6:. "Losses" 'shall mean any and: all losses,- liabilities,
or hereinafter becomes known,• whether or not tangible or .• damages;•and claims,, and all related, costs and expenses
. intangible;.or able to, be protected by .trade secret, patent, _ (including reasonable legal feesand disbursements and costs of.
copyright; .or trademark), provided by Customer to ATL for investigation, litigation, settlement, judgment interestand•
incorporationintothe Technologyorfor use in connection with penalties). ' . .
the Agreement;and all associated Intellectual Property Rights. 1J "Maintenance & Support Services"'shall�mean.'ttie
1:2. "Deliverable(s)" shall mean.any all.software and maintenance and support of the Technology conducted by ATL,
computer:programs.(bothexecutable code and Source•Code." its agents or contractors,foe:Customer as-.Nether described on.
versions); configurations, ' documentation; ' .graphics, . Exhibit A,(Maintenance'&Support Services),if applicable; .
. improvements,.interfaces,.inventions,materials,modifications, -. 1:8. :'Maintenance Term" shall. ,mean, unless :earlier:
sounds;:techniques, Third: Party :Software,:tools, :and.other terminated in accordance with the Agreement, the.period set
' • technology or.works.of authorship (in any form, method or:
manner of'expression.or communication.now known ar that forth on each Quote.wit' respect to the Maintenance&Support
Services for particular Software;.plus anyrenewals thereof.
hereinafter becomes known; whether.or 'not•tangible or ' . .
,intangible, orable to:be protected by trade secret, patent, . ' 1.9.. "Party"or"Parties"shall mean,individually,Customer
copyright,or trademark),and any work product comprising the . . 'or ATL as the context requires and,.collectively;both Customer.
-.same,conceived,created, delivered,developed,or reduced to 'and ATL.' ,
practice in connection with the Services, and I all .associated, 1:10: "Professional Services" :shall mean the .consulting,
Intellectual:Property Rights: configuration and,other technical services conducted by.ATL for
•1.3. "Include"and.variations thereof shall.mean "Include Customer as described in_a:Statement of Work; if applicable;
without limitation"and"including without limitation" y,ll. "Project ".shalt mean the project mutually agreed to by
1.4., "Intellectual Property Rights"'shall mean any and all the Parties In which Professional Services.are conducted•-
right,title,and-interest,including patent applications;patents,i 112:; "Project Term":shall mean,unless earlierterminated.in
(including•reissuess, continuations, divisions,continuations-1n- • accordance with the Agreement,the period,as may beset forth
apart and extensions), trade secrets; copyrights, .(including
in an SOW;in which Pro#essional Services are being performed
renewals;'revivals, or extensions thereof, and any moral'rights
- resulting .there from),. database rights, trademarks, .service, under.theAgreement: .:
-_marks,,or. trade names; and any and.all other intellectual 1.13. "Quote"shall mean the agreement between ATL(or its:
property or proprietary rights recognized or enforceable under.._. -authorized reseller) .and Customer regarding- the 'specific
any United States federal or statelaw,rule.or regulation; non Software and/or Services(and applicable fees).to be provided to
United States law,rule or regulation or international treaty, Customer subject to.this Agreement.(where.applicable).
Accelerated Technologies Laboratories,Inc.Premise Software"and Services Agreement . . ' Page 1
CONFIDENTIAL AND PROPRIETARY;-UNAUTHORIZED REPRODUCTION.OR DISTRIBUTION PROHIBITED ; _ .
L
Accelerated •
Technology
: :1.14. .: :"Services" .shall: mean: Professional' Services. and • 2:3: Escrow ATL has deposited at InnovaSafe,Inc.a copy of
Maintenance.&Support Services: the Source Code. form of:the Software; :including related •
1:15. "Software" shall.mean,if.applicable,the object-code. documentation,(but excluding Third Party Software); pursuant.
version of the software:and computer programs set forth on . to its InnovaSafe Escrow Agreement. Uponwritten request .:
each Quote,the object code version of Third:Party Software Customer,.ATL will provide'Customer with a copy .of..such.
incorporated therein. or. provided there-with, and•related agreement During the Maintenance Term,Customer maybe,
documentation: at its.option and expense;a beneficiary under.such agreement,. .
provided that in the event Customer fails to purchase.or reneW :
1.16. "Source .Code" shall mean a.computer program.or : the annual Maintenance&Support Services,°ATL may;in its:sole.
software,as the case maybe,(i)in human-readable;high-level discretion,remove Customeras a beneficiary,
language form which,when compiled or assembled, becomes 3.SERVICES
the executable object code of such software.program,(ii)related
. .scripts,. HTML,-.dynamic. HTML;.:XML, and other:interpreted 3:1. Maintenance&Support•Services: In consideration•of.
. language modules which .encode processes, schemas, or the Maintenance'&Support Services fees and Customer's use.of:
- formats,and.(iii) programmer annotations,commentaries,and the Software'in. accordance.with the:Agreement,'ATL.shall
. version.control mechanisms relating to the foregoing: perform the Maintenance Services for Customer.ATI..
(or. its authorized . reseller) shall.' invoice. Customer the
117.: . "Statement .of. Work" or• "SOW" shall mean, if Maintenance&Support Services fees set forth on each Quote
applicable, a document: (including: email). :in which the
representatives:of.each Party mutually agree In writing to the' upon shipment of the Software and ninety(90)days prior to any,
specific professional services.to be.performed for the Project.. .
renewal thereof. The Maintenance Term shall.automatically
- renew for successive one (1):year periods, unless.either:Party
1.18. "Technology" shall mean the Software,•Deliverables, provides to the other.Party written notice of its intention to
:and Updates, %and. .derivative .works thereof, along :.with terminate at least sixty.(60)days prior to the.expiration.Failure.
• associated Intellectual Property. Rights,.but excluding any by Customer to make payment of ATL's renewal invoice in such
Customer Contentincorporated therein. time-period shall :be deemed. intention to .terminate:. If
1:19. "ThIrd Party Software"shall mean third party software. Customer •
terminates Maintenance & Support Services,
provided to Customer with or incorporated in the Technology by• Customer may.reinstate such Services:op.a limited basis. at a..
ATL,its agents or contractors. •
later date upon payment of the amount that the.Customer
• . . would have paid had there been.no•lapse:insuch Services plus a.
1:20. "Updates"shall mean maintenance releases;.updates, 10% reinstatement•fee Customer•may•only purchase or
: enhancements, patches; bug.fixes,: and corrections: of the terminate.Maintenance & Support Services for the aggregate
Software periodically- made available. to All's •customers number of concurrent or specified named users as set forth on.
. • :purchasing Maintenance:& Support Services;. but•does not. all. Quotes, .If. :applicable. Each 'Party. acknowledges•.that.
:include .additional modules sold :to ATVs customers at an Maintenance&Support Services shall at least•
cover each version
additional.cost and.not licensed in a Quote.: 'of the Software for a period of two(2)years following its official
ATL quality release;but may,not cover previous versions.
2.SOFTWARE.
•2.1. . Delivery. Promptly after acceptance.of.each,Quote, '3'2 Professional Services. In consideretlon: of the.
whetherby Customer's execution.of the Quote or evidenced.by. Professional.Services:fees, ATI shall perform.the'Professional
Services for Customer.as described.in.each•.SOW: Customer
Customer's submission:to:ATI_of a purchase.order referencing acknowledges that any milestone dates established in.the SOW .
the Quote;•ATt shall provide the applicable.Software,;related are good faith estimates only and that.accomplishment of any
:documentation,and enumerated license keys to Customer as :r milestone dates: is dependent on Customer's: timely: .
- set forth on such Quote..Upon:such shipment Of the Software,:
performance.of its•obligations under an.applicable SOW as well
ATL.(or.its authorized .reseller).shall invoice•Customer:•the :• as factors outside the control of either PartyUnless otherwise
Software fees set forth on the respective Quote: .
set forth'in an SOW or Quote, ATL.(or its.authorized reseller)
2.2.: Eauloment. :ATI_ shall•not.:be. responsible for.any : : .shall. invoice Customer on a semi=monthly basis 'for .the
computer equipment and•operating software required to use •Professional Services:fees set-forth.on each-.Quote.and.other
the Software,.or for such equipment and operating software. expenses:incurred in the performance of Professional Services.
conforming .to . the minimum .configuration requirements ' •Customer may terminate Professional Services upon thirty(30) .
specified in the documentation provided to.Customer by ATL, . days prior written notice to ATL Insuch event,Customer shall
pay ATL in accordance with the terms and. conditions
.hereunder,for all Professional Services completed on a time and
Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement •Page 2
•
• CONFIDENTIAL AND PROPRIETARY=UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
IAccelerated
Ted no lag
..initszkt
materiali basis up to the effective date of termination,including may at any time designate a replacement or successor Project
for all contractual commitments and resource allocations made- -leader by providing timely written notice to ATL
by ATI prior to the notice of termination..
3:7. Non=Exclusive, Customer acknowledges that ATL S
33. FeeaRates.Services fees or rates shall be as set forth personnel performing the Services may be employees or
on each Quote for the duration of the Professional Services set subcontractors of ATL or its affiliates Subject to any applicable
forth in an applicable SOW and of the annual:period of confidentiality obligations,such personnel may provide similar
Maintenance & Support Services set forth on such Quote: services or deliverables from time to time to other customers of
Thereafter,such fees or rates may be prospectively adjusted by All, using their skill, knowledge, eNperience,.and know-how,
All.,but shall in no event exceed ATL's prevailing,published list including those gained in the course of performing the Services.
fees,rates,or adjustments,for such Services.
4.INTELLECTUAL PROPERTY
3A. Insurance. ATL agrees to maintain worker's
4.1. :Cenfidential Information: Each Party acknowledges
compensation coverage, as applicable, combined single limit
that during the performance of the Agreeinentit will have access
automobile liability coverage of one :million U.S. dollars .
to certain non-public information of the diSclosing Party that is
01,000,000), commercial.general liability: coverage of one,
designated as confidential or proprietary and, that,derives
million U.S. dollars ($1,000,000) each occurrence and: two
independent value:from not being generally known to:the
million U.S.dollars($2,000,000)in the aggregate,and umbrella
Public,or of,third parties that the disclosing Party is required to
liability coverage of two million U.S.dollar's($2;000,000)for the
maintain as confidential (collectively "COnfidential
duration of the Professional Services delivered under: an
Information"). Such information shall be treated as Confidential
applicable SOW.
Information under this Agreement,and;-as applicable;under the
3.5: Change Control&Acceptance.The Parties shall follow NDA, whichever as applied to such information offers greater
ATL's change control.and acceptance procedures as may be protection. The recipient of Confidential Information shall not
further detailed in an SOW. If no such procedures are detailed disclose such information outside of recipient, except as
in the SOW, then the following procedure shall apply: Any permitted herein in the performance of Services,and shall keep:
change to scope of the Professional Services, the required such information confidential,using the same degree of care,but
Deliverables,or any other aspect of the Project shall be timely never less than a reasonable degree of care,as the recipient uses
requested, in writing, by Customer. ATL shall respond, in to protect its own Confidential Information of a like nature.
writing;with (i) requests for more information, (ii) a proposal Customer's Confidential Information shall include the Customer
describing the fee and schedule impact of implementing the Content ATL's Confidential Information shall include the terms
requested change or any portion thereof, including- a and'conditions Of:the Agreement and the Technology (in'any:
supplemental Quote, and/or (iii) a rejection of the change form or media,including Source Code).
request Unless specified otherwise on its face, any proposal
4.2. Ownership.As between An and Customer,Customer
Pursuant to subsection (II) above shall be good for ten (10)
owns all.right,title,and interest to'the Customer Content,and
business days, during which time Customer may indicate its
ATL or its licensors own all right; title, and interest to the
acceptance of such proposal by executing it or by submitting a
Technology.Accordingly,Customer assigns and transfers to ATI
pUrchase order referencing such proposal and/or Quote..ATL is
all ownership and Intellectual Property Rights in the Technolegy..
under no obligation to proceed with making,the change until the
Customer agrees to execute any instruments and to do all things
Parties have agreed on the cost arid schedule impact,as well as
reasonably requested by ATL to vett ATI With all ownership,and
the specifications for the revised Software or other Deliverables.
Intellectual Property Rights,in the Technology.
Customer is aware that certain changes in the scope of
Professional Services or any changes to an accepted Deliverable 4.3.. License. Subject to the terms and conditions contained
may result in additional Professional Services fees. in the Agreement,and further subject to any license agreements
to Third Party Software(as may appear on the Software media
3.6. Project Leader. Customer will designate a sufficiently
or the installof the Software),ATL hereby grants to Customer,
senior,skilled,and authorized Project leader within its internal
and:Customer hereby accepts; a personal, nonexclusive, non-
Project team to be responsible for facilitating communication,
transferable;non7sublicensable right and license for Customer's
resolving issues, and:arranging for ATL access to Customer
Internal Business Purposes-only(I)to install the Technology,on
Content, personnel; equipment, offices, and other Customer
that number of servers at the installation address(es)as set forth
resources necessary for ATVs performance of the Agreement.
on the applicable Quote,and(ii)for each concurrent or specified
Customer acknowledges and agrees that ATVs performance
named user as set forth.on the applicable Quote (or, if a site
under the Agreement is dependent on such access. Customer
license,for all uses at the specified site)to:use the Technology
in accordance with its documeptation. ATI agrees that the
Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement Page 3
CONFIDENTIALAND PROPRIETARY-7 UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
keterated
•
Technology
WITL
license grant shall entitle Customer.to :allow third party Manufecturerls:-Accelerated.TechnolOgy Laboratories,Inc.,496
consultants,auditors and service providers to access and Use the• Holly Grove School Road,West End,NC 27276,USA.
Technology for,the sole purpose of providing, services to
4. .. • . . .
Customer, subject to the confidentiality provisions, license' 7. ExportControls Customer agrees to adhere to all
applicablelaws, regulations and rules relating'to the export of
restrictions and user.iirnitations, The Customer acknowledges
: .
that the of an intermediate user interface,portal,or page to technical data and shall not export or reexport the Technology
: .
aggregate data,information,or actions from multiple individuals to any proscribed country (or national or resident of Such
country):Bated in such applicable laws,:regulations.and'rules
or users into the Technology shall.not be treated-as a single
unless properlyauthorized, Customer shall cooperate with ATI.
• named;or concurrent user.under the Agreement,: but.the
consistent with such laws;rules;and regulations.
number of individuals or concurrent users accessing such'
Interface or providing suchdata or information shall each be 44 Inspection/Audit. Upon reasonable.prior notice from
deemed a separate named or concurrent user under this -All, Customer shall provide to, All 1 and its reasonably
Agreement;as the case may be. Customer grants to ATL and its designated representatives access to(i)any facility or part of a -
agents during the term of any applicable Services, the non, •facility in which the Technology is being used,(ii)any personnel
exclusive right and license to use,reproduce,modify,and create using the Technology,and/or(iii)any data.or records relating to
derivative works of the Customer.Centent solely in connection the TechnOlogy or the Agreement.for the purpose of verifying.
with the:Agreement. compliance with the Agreement
4.4. :Back-Up Cov Customer may'create one in.copyof • 5,PAYMENT
the Technology for back-up and•archival purposes only,and for ,
It Payment Terms::Taxes shall provide invoices to
no other purpose whatsoever,provided Customer affix notice of
Cuttomer via:email and/or mail;Customer shall pay allinvOiced
ATVs or its licensorsi applicable copyright in.such copy.
amounts to All.within thirty(30)dayt from the date of invoke.
4.5. Restrictions,Anyrights not expressly granted by a Party Ali.fees. set forth.on each.Quote exclude:all.sales; use, value
are reserved by such Party, and all other implied'licenses are added, or similar federal,state,local or foreign tax, related to
distlainied. Each Party shall not exceed the scope of the licenses the Agreement .Customer shall be responsible for;and agrees
granted.,Except as otherwise expressly.provided,Customer shall to pay,for all such taxes,other than taxes based on ATVs net •
not modify,create derivative works of,sublicense;market copy, income,whether set forth on an invoice or otherwise. Customer
co-brand, private label,.publish, publicly display; grant third hereby•acknowl-edges that no purchase order isrequired for
parties the right to use,frame or link to any Technology Except • timely payment.of its obligations hereunder Upon request by.
:for its Internal Business.Purpose, Customer shall not use any ATI.;Customer shall issue Ana purchase order fir the Software
Technology in any manner to provide service bureau or time- and/or Services within ten(10)business days: .
sharing services to third parties or for the benefit of third parties
5.2. Late PaymentsIn addition to any other rights of An
Customer'shall.not reverse* 'engineer, decomplik translate, • • •
hereunder,. ATL -may. charge Customer ..interest :on the:
adapt or disassemble;or in.ani way attempt to reconstruct or
outstanding balance of any overdue fees;charges dr.expenses.at
discover any Source Code,of any.Technology by any means
a rate equal to one and one-half:percent(1.5%)'per month or
whatsoever.. Customer may,not use any Third Party Software
the highest rate permitted by applicable law,whichever is lower.
except as part:of the Software Customer shall not bypass or:
Customer shall reimburse:All for:all reasonable costs and
disable any protections.put in place by.All or itslicensors
expenses incurred (including reasonable attorneys' fees) in
against unlicensed use of the Technology. Customer*shall not
collecting any overdue amounts: In addition to ATL's:rights
remove: any: proprietary. trademark or copyright notice
under:Section .1_33. hereof, ATL's obligations, and Customer's
intorporatediri,.marked on Or affixed to any Technology by ATL: "
rights and licenses are subject te the Customer's timely payment
or its licensors. Customer shall not cause.or permitany third
of all fees hereunder:
party to do any of the foregoing.: Customer agrees to notify An
immediately of any unauthorized use of any Technology. WARRANTIES&COVENANTS.
46 Restricted Rights If Customer Is directly or indirectly 6.1. Compliance.With.Laws: Each Party warrants to the
acquiring the Technology on behalf Of the US.Government,the. other Party that its performance under the Agreement Will.not
Technology is classified as"Commercial Computer Product"and be In violation of any applicable law, rule,or regulation in any
•"Commercial Computer Documentation" developedat private material respect;and,that it has all rights necessary to grant the
. expense,contains confidential information and trade secrets of - other Party the rights set forth in the Agreement •
Arland its licensors.,and is subject teRestricted Rights"as that • •
61. '.Software:For the longer of-ninety(90)days following,
term is defined in the US. Federal Acquisition Regulations — ". • -
the Effective Date, or sixty:(60)days following such Software
, .
•
Arxelerated Technologies Laboratories,Inc.Premise Software and Services Agreenient- C140 4
CONFIDENTIAL AND PROPRIETARY—UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
Accelerated
Technology
being..delivered;. installed:.or otherwise -made available to Agreement; and/or(Iii) assertions:that.the:Customer.Content.
Customer,. •ATL warrants that.the- shipped .version -of the •infringes such:third party's U.S.intellectual Property Rights.
Software shall substantially.comply,with the specificationsinIts 7.2. ATL Indemnification: ATLagrees to defend,indemnify .
documentation• under normal s use on the minimum-
and'hold harmless Customer,its affiliates,and their respective
configuration;provided that there are no modifications or other.. ; directors,officers,employees;agents,successors,and assignees .
changes to the Software.not made.or.authorized in writing by. • from and against any.and all•losses.incurred.orasserted by any
All. Upon reCeiPt of notice of a defect during such period;ATL
shall, at'ATL's.expense. and as Customer's sole remedy,:use third party.arising out'of(I)the.gross negligence or intentional.
misconduct.of ATI, ot its affiliates, employees and:agents; (ii).:
• commercially reasonable efforts to correct or replace the• •use of.the Customer Content•by.ATL,•or.its:employees and.
-.defectiveSoftware.
., agents,..not in.accordance with 'this 'Agreement; and/ar•(iii)
6.3: Services.. ATL warrants that the .Services will be. assertions that the Technology infringes such third party's:US:
:provided through. the use. of reasonable. 'care. and• in a .Intellectuai Property Rights.
professional.and workmanlike manner: 7.3. Exceptions.ATL's'indemnity'obligation shall.notextend•.
6.4. Non-Solidtation..:Each Party, agrees that it,will' not to'any.daims(i)'if theTechnology is modified by any party other
solicit the employment or consultancy of,offer employment or . than ATL,(ii)-arising out of or related to a:combination.of.the
consultancy:to,or otheniuise.hire or contract any;employee of • Technology with hardware or software not provided by ATL,(iii).
•the.other.'Party it•is: introduced.to or becomes aware of'in if.Customer refuses,-after express notice from ATL,to:use the
'connection .with the Professional Services during'the Project.' ...Mast-current version of the Technology in place of the earlier
.Term and for two.(2)years thereafter. •version,(iv)if Customerfails to promptly:notify ATI:oft*h .claim,
6.5. Disclaimer. EXCEPT AS EXPRESSLY SET.FORTH IN.THIS (v)if Customer fails to promptly give ATL sole'control over the.
ARTICLE 6,.THE TECHNOLOGY AND SERVICES ARE,PROViDED ON. defense,and settlement of the claim,and/or(vi)if Customer.faiis.
AN "AS IS" AND "AS AVAILABLE" BASIS,.AND' EACH. PARTY to.promptly. provide. 'ATL •reasonable.cooperation (including.
•
DISCLAIMS. ALL. WARRANTIES AND. CONDITIONS, EXPRESS, furnishing all related'evidence)in such defense or settlement.
IMPLIEDORSTATUTORY,INCLUDING WITHOUTLiMITATIONTHE 7.4. iniunction. In the'event of•actuai .or.alieged .
IMPLIED WARRANTIES -OF ACCURACY, FITNESS—FOR A :infringementorinjunction,ATCshall have the right at its expense
PARTICULAR PURPOSE, INTERFERENCE, •MERCHANTABILITY, • and option,and as Customer's sole and exclusive remedy,to:(i)
NON-INFRINGEMENT AND SYSTEM.INTEGRATION. procure for .Customer the right to -continue. using. the:
6,5.1.ANY.USE.OF THE TECHNOLOGY OR CUSTOMER.CONTENT Technology; (ii),•modify.'or: replace: the .Technology with
•
• ....BY CUSTOMER-IS AT SUCH CUSTOMER'S OWN.RISC(.. ATL DOES compatible, •functionally equivalent, non-infringing: : .
NOTWARRANTTHAT THE OPERATION OFTHE TECHNOLOGY OR component(s); or:(iii)terminate the.Agreement without any.
CUSTOMER CON-TENT SHALL:BE.UNiNTERRUPTED.OR_ERRORliability;remove the Technoiogy:from Customer;:and refundao
FREE.OR THAT ALL ERRORS SHALL OR CAN.BE CORRECTED. Customer a:pro-rata portion of'the:Software'fees paid•by.
'Customer based on a straight-line:depreciation over three(3): '.
6.5:2:IF•THE'EXCLUSIONS'SET FORTH IN•THISSECTION 6.5 ARE. Years from the effected Software was first delivered,installed or '•
DETERMINED BY A.000RT OF COMPETENTJURISDICTION:TO BE ' otherwise made available to Customer,whichever is longer.This
•UNEN-FORCEABLE;- THEN ALL EXPRESS. AND. IM=PLIED subsection shall be Customer's sole and.exclusive remedy for
•WARRANTIES• AND. ' CONDITIONS •SHALL 'BE LIMITED IN Intellectual Property-Rights infringement..
_DURATION'FOR'A. PERIOD'OF THIRTY-(30). DAYS'AFTER THE:
EFFECTIVE DATE,AND NO WARRANTIES OR CONDMONS.SHALL 7.5. . Limitation of.: Liability. NEITHER PARTY; THEIR ..
APPLY AFTER THAT PERiOD. AFFILIATES, NOR LICENSORS SHALL BE LIABLE.TO THE OTHER •
PARTY FOR SPECIAL.INDIRECT,.INCIDENTAL, CONSEQUENTIAL;. •
7;INDEMNIFICATION&LIMITS OF LIABILITY . OR.PUNITIVE DAMAGES_(INCLUDING.LOST.PROFITS*OR LOST.
7.1. Customer...Indemnification:. Customer .agrees to DATA) -OR FOR ANY LOSSES .(EVEN. IF ADVISED OF THE
defend;indemnify.and hold harmless ATL,its affiliates,and their POSSIBILITY THEREOF)OTHER THAN DIRECT DAMAGES ARISING,
OF OR iN.CONNECTION:WITH.THE AGREEMENT'OR THE
respective licensors; directors; officers, employees, agents, OUTSUBJECT'MATTER'.HEREOF. .AILS', ITS AFFILIATES', AND ITS
successors,and assignee's from.and against any and all Lasses LiCEN,SORS'TOTAL:CUMULATIVE: LIABILITY'FOR ANY.AND ALL
:incurred:or asserted by any third party arising out of.(i)the gross CLAIMS UNDER ANY.THEORY OF'LAW'ARISING OUT OF OR iN
negligence or Intentional.. •misconduct. of .Customer,. or its CONNECTiON..WITH THEAGREEMENTSHALL NOT EXCEED:
employees and.agents;(ii)use'.of the Technology by Customer,.
or its employees.and agents, not in accordance with this .(i) IF•THE '.PRIMARY°CAUSE- OF ACTION ;RELATES: TO.THE
SOFTWARE; THEN, TOGETHER WITH.ALL-OTHER-CAUSES-OF •
Accelerated Technologies Laboratories,ine.Premise software and Services Agreement Page 5•
'CONFiDENTIALAND PROPRIETARY UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
•
Accelera . . .
ted
•a.. .Technology
• .•
„ • . •
ACTION,',THE SOFTWARE,'FEES.:PAiD .TO:All 'UNDER THE. .�9.1: :•Force Maleure.Neither Party.wili be deemed in default-
APPLICABLE QUOTE FOR THE RESPECTIVE'SOFTWARE;. • of•the. Agreement 'to.the 'extent :that performance of'its
•
obligations(other than,payment of money1 or attempts to.cure
(ii) IF THE PRIMARY CAUSE OF ACTION RELATES TO• any•breach are•delayed or.prevented by reason.of-any:event
'PROFESSIONAL.SERVICES,'.AN'SOW, OR-DELIVERABLES,THEN, •
beyond the reasonable control of such Party,Including any.act
TOGETHER .WITH ALL .OTHER .CAUSES. OF. ACTION; THE of God (Le., -fire,. earthquake, _ natural: disaster), act: of
. PROFESSIONAL •SERVICES. FEES .PAID. TO. ATL UNDER THE'
APPLICABLE.QUOTE FOR THE RESP.ECTIVESOW; government(i.e.,war,terrorism,embargo),or any other actor .
. 'circumstance that is•beyond the'reasonable:control of such
(iii) -iF THE -PRIMARY• CAUSE • OF ACTION • RELATES'. TO: •.Party,-provided.that such Party gives the'other.Party.prompt.
•MAINTENANCE&'SUPPORT'SERVICES,.THEN,TOGETHER WITH' written notice thereof: Any delays caused by Customer.which .
ALL OTHER CAUSES•OF ACTION,THE MAINTENANCE&SUPPORT - 'impact costs associated with any Professional Services'will result
SERVICES.FEES PAID TO ATL: WITHIN THE.PRECEDING SIX (6) in additional.Professional Services fees. • :
MONTHS;OR
. :9.2.; ' :Equitable-Relief.:Customer acknowledges.and agrees
(iv)' FOR •ANY,OTHER PRIMARY CAUSE OF'ACTION, :THEN, • that if-.it .breaches .the provisions.of Article 4.'(Intellectual.
"TOGETHER• WITH ALL. OTHER CAUSES OF ACTION,. ONE: '. • Property) damages:would be difficult if:not impossibie to
THOUSAND DOLLARS(51,000). :ascertain.-.Asa.result of the'immediate and irreparable damage
8.TERMINATION :and loss that.maybe caused to An'for which it would have no:
adequate remedy,in addition to and without limiting,any other
Si.. Termination for Cause..A.Party. may terminate the- remedy,or right_it may have,'ATL:shall he:entitled.to-seek an.
Agreement on.thirty.(30).days'(ten(10)days'for,failure to make injunction..or other.equitable relief in any,court of competent•
•any•payments due hereunder)prior written notice if the other jurisdiction(without the need of posting a bond)enjoining-any.: •
Party(i)has committed a material breach'of the Agreement and such breach.
has-failed,'after thirty (30)day notice thereof,:to cure such • • '., . • ' .
. : material breach within-such notice:period;or(ii)should become. •
93:. Assignment. Customer.may not assign or transfer the.
'.Insolvent,file a voluntary petition in bankruptcy,be adjudicated • • Agreement (or any•right. herein):without:the.prior'written:
.a bankrupt, have a:receiver:appointed for the operation of its'. consent of ATL: ATL reserves the right to assign the Agreement.
The Agreement Shel
business, or make a material liquidation of assets. The l:bind and.inure to the benefit of the Parties
r.termination:right under.clause:(i)above may also be exercised and their successors and permitted assignees: Inthe eventof a
with'respect to any Services to which such material breach'.' . permitted assignment,.the assigning Party shall.provide written.
relates. ATL may immediately terminate the-Agreement upon • notice to the other Party:. .
'.written notice to.Customer'if•Customer has committed a breach 9:4: • Counterparts. The'Agreement may: be executed.by .•
of Article.4(Intellectual'Property)of the'Agreement - 'facsimile'or.other-electronic :means;. and in •one or more
8.2 Termination for: Convenience. Either party .may counterparts,each:Of:which shall'be.deemed.to:be•an:original,.:
terminate this Agreement,•for any or:no reason,on:ninety(90). but ail Of'which will together constitute.one-.and the.same
days prior written notice to the other Party,: • Agreement. .Any and . all :previous agreements,- and ..
- understandings between the 'Parties. regarding .the:subject:
.'.8.3: ' Effect of Termination.. Upon termination .of the. ' matter hereof,whether written or oral;are:superseded.by this .
Agreement forany-reason,,each.Party.shall,immediately return '.Agreement. Customer agrees.that any.terms or conditions in a'
. to the tither.Party or destroy(at the.other Party's Option).any • .purchase order or other.document issued by:Customer to'ATL
. • property belonging tothe other Party.that is.in its possession.or •.regarding the Software or Services are void and of no force and
control (including.Confidential.Information). •Notwithstanding • •effect. • The headings: in ,the. Agreement are: Solely. :for
. anythingto the contrary in the Agreement,:upon termination by. convenience and in the event'of an'ambiguity or question of:
All pursuant to Section 8_1 or.byCustomer pursuant to Section ' 'intent Or interpretation arises,the Agreement:shali be construed '
-I any unpaid fees owed.by Customer hereunder immediately .as drafted.in English without regard to any translations,and as if . •
. shall'be,due and,payable and all rights and licenses granted to .drafted jointiy.by the Parties and.no presumption or burden of' . .
. Customer hereunder immediately shall cease to exist. .proof shall arise favoring ordisfavoring any Party by virtue of the
8.3: Survival of Provisions. The Parties.acknowledge and authorship.of any provisions of theAgreement.-If any-*Vision
that Article 4 Intellectual:Pro _e •
in.an.SOW or Quote conflicts with the terms:of the Agreement,: • •
,agree ( p rty),Article S(Payment); • the terms of the Agreement will'control;unless the provision .
. . 'Section 7.5(Limitation of Liability),Article 8(Termination),and .
Article 9(General)shall survivetermination of the Agreement; •
specifically refers.to and'expressly:overrides:the conflicting• -
• terms of the Agreement..In the event any provision.in an SOW
'. 9:'GENERAL'
• Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement • Page 6
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conflicts,with any.provision:in the corresponding Quote, the _ receive notices under this Section and its address for notification
provision(s)within the.Quote shallprevail. purposes by giving the other prior written notice as provided in
9.5.. .Viiaiver;.Amendments.No failure"of either Party to this Section ofthe new individual(s)..and address and the date
exercise any power or right granted hereunder or to insist upon upon which the change will become effective:,
strict compliance with any obligation.hereunder shall constitute -END OF DOCUMENT--
a
a waiver of the rights of such Party to demand full andexact
compliance.with theterms of the Agreement,.The Agreement
shall not be amended or modified, or any,term. or condition-
waived, except by written instrument that hasbeen duly .
executedby the signature of an authorized representative of ;
each Party. Each Party is hereby put on notice that any individual
purporting to amend or:modify. this Agreement by conduct
manifesting assent is not authorized to do so.
9.6. Relationship of'Parties. Both Parties°agree,that they.
are independent entities. Nothing.in the Agreement shall be
construed to createa partnership,joint venture,;fiduciary, or
agency relationship between .the: Parties. Each: Party 'is
responsible for the supervision,management and direction of its.
own emploYees. Each Party is responsible for the payment of
compensation to its employees and for any:injury. to.them.
occurring in the course of their employment and neither Party
shall- be responsible for the supervision, management and
direction of the employees ofthe other Party.
9.7. Judicial Modifications,THE.PARTIES INTEND THAT THE .
AGREEMENT IS VALID AND SHALL BEENFORCEDAS WRIiTEN. In.
the event that any provision of the Agreement forany reason is
held to be invalid,illegal or unenforceable in any respect,it shall .
be enforced, modified;. or replaced by another equivalent
provision to the extent necessary.to render it valid, legal and
enforceable under the circumstances. and .to the. extent
consistent with applicable-law, while reflecting.as closely as
possible the original intent of the Parties as expressed or implied:
therein. If, however, such enforcement, modification or .
replacement is not permissible under applicablelaw,then it shall.
be severed from 'the Agreement. .The invalidity,:illegality or
unenforceability of the provision, or. .the . enforcement,
modification, replacement or.severance thereof,:as,the case
maybe,shall not affect the validity,legality or enforceability of
the other provisions of the Agreement,which shall remain:in full
force and effect.
9.8. Notices. All:notices,.requests and demands,other than
invoices and routinecommunications under the Agreement,..
shall be in writing and shall be deemed to have beenduly given
when delivered,or when transmitted by confirmed facsimile or
email,or one(1)business day after being given to an overnight
courier with a reliable system for tracking delivery, or.five(5)
businessdays afterthe day of certified mail, return receipt
requested, postage prepaid, and addressed to. the contact
person attheaddress set forth below the Party's.signature:
Either Party may from time to time changethe individual(s)to
Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement Page 7
CONFIDENTIAL AND PROPRIETARY -UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
&Accelerated
Technology
mat
Each Party warrants that its respectivesignatory whose signature appears below is duly authorized by necessary and appropriate.
corporate action to execute the Agreement on behalf of such Party.
Accelerated Tecbn og iabgratories,Inc.
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Name: shru- Pas Name: to 1_4 .faijeje,
Title:
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Phone: 5110. 603, 814 Phone:
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APPROVED AS TO FORM:
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CITY ATTORNEY
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•Accelerated Technologies Laboratories,Inc.Premise softwareandSenIeatl► im�c 'Pa 8
CONFIDENTIAL AND PROPRIETARY-UNAUTHORIZED REPRODUCTION ORDISTRIBWONPROHIBITED
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each Party warrants that its respective sIgnatory whose signature appears below is duly authorised by all necessary and appropriate
corporate action to execute the Agreement on behalf of such Party.
brc Accelerated Technology Laboratories,Ire.
Name:
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IAccelerated
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Exhibit A
Maintenance&Support Services
Overview
ATL.is dedicated to thesuccess of our customers by providing timely responses to problems with ATL software products. ATL's'
highly skilled support engineers are.well.versed:in ATL's software products: ATL's support services group is a global,organization to
ensure that support is available whenever itis needed:Maintenance services are subject to theATL Support Website located at
support.atlab.com.
Maintenance,Service Levels.
ATL BRONZE 15%of Software List Price)(1 Year from Anniversary Date) Includes Tecchnical Support Via a toil-free number(5
incidents/year),Remote Support,Access to Web.Site User Support Area and Software Service Packs,LIMS Solutions Newsletter '
All SILVER(10%.of Software List Price):(1:Year from Anniversary.Date)-includes Technical Support Via a toll-free number(10
incidents/year),Remote Support,Access to WebSite User Support'Area and Software Service.Packs,LIMS Solutions Newsletter
ATI GOLD of Software.List Price)(1 Year.from Anniversary Date)-includes:LIMS account manager;Unlimited Technical Support
Via a toll-free number,Access to Web Site User Support Area,Software Service.Packs,Product Upgrades,Migration Credit,and LIMS
Newsletter
ATL PLATINUM(35%of Software List Price)(1 Yearfrom Anniversary Date) Includes Dedicated LIMS account manager,Dedicated
Software-Engineer,Annual VMS Check-up,Unlimited Technical Support Via a toll-free number,Access to Web Site User Support
Area,Software Service Packs,Product Upgrades,Migration Credit,and LIMS Newsletter
Table Summarizing.Support.Options
ATL Support Type. BRONZE SILVER.: GOLD PLATINUM
TechnicalSuppoit 5 Incidents 10 Incidents .. Unlimited Unlimited
Extended Support Hours Optional Optional Optional Optional
Product Upgrades Optional Optional included Included.
Quarterly.Web Training Optional Optional Included Included
Remote Login } Included - Included : Included Included
ATL Support Website_ Included Included Included "included
LIMS'Support Newsletter Included Included Included. Included
'ITP Support Area Included included Included Included
;.Annual Maintenance Cost(based on LIMS 5% 10% 18% 35%
software cost)
Training:LIMS BOot Camp Optional Optional Optional . . . Included*
*A 5-day pass to both the Intermediate and Advanced Classes
Service Hours:Sam—.5pm ET,Monday-=Friday,excluding holidays in.the US.
Extended Hours:8 am—Spm ET Monday' Friday
Email:24 Hours/Day,7 Days/Week
•
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viroxesix.
3 Maintenance.
3.1Severity Level Definitions
"Severity 1"Is an emergency production situation where the Licensor Software is totally inoperable or fails catastrophically and
there is no workaround;
"Severity 2"is a detrimental situation(and there is no workaround)where(a)performance degrades substantially Under reasonable
loads causing a severe impatton-use or(b)the Licensor SoftWare is usable but materially incomplete;
"Severity 3"is where the Licensor Software is usable,but does not provide a function in the most convenient manner;•and:
"Severity 4".is a minor problem or documentation error,which is reasonably correctable by:a documentation change or by a future
maintenance release from ATI-
3.2 Scope
ATL will use commercially reasonable efforts to resolve matters according to the support level purchased,the impact on customer's
business,and the problem Sm./eft level determined by ATL. Customer willuse commercially reasonable efforts to provide:(a)a
detailed problem description;(b)a method for repeatedly reproducing the problem;and(c)reasonably continuous access to a -
Customer authorized contact. During the Maintenance Term,Customer authorized contacts as applicable for the Maintenance&
Support Services level selected in the applicable Quote may notifyATL's Technical Support Center of an error,defect,or malfunction
in the Software. Maintenance&Support Services Include the right to use Updates as replacements for existing copies,whether
provided under maintenance,Warranty or any other reason by ATI,or authorized resellers or distributors(if applicable);
Updates are subject to Customers license agreement limitations and restrictions. Subject to the quantity of ATI Software licensed
and payment of any applicable Maintenance&Support Services fees,Customer's right to use Updates extends to any supported
Platform then currently available for each discrete Software product under Maintenance&Support Services agreement. Undates
may include new or additional platforms that are deemed(at ATL's sole discretion)to have no more than a minimum difference in
price,features and functionality from previously available platforms.
3.3 Limits
Customer must purchase the same service level of Maintenance&Support Services for all quantities of ATLTechnology products
that it has licensed. Maintenance:&Support Services fees are based on cumulative license fees paid. Maintenance&Support
Services do not include support for any non-ATL software,custom configuration,product modification,new products and
functionality for which,ATL is charging an additional license fee,services at a Customer site,any work product provided under
Professional Services or for ATL Software products with non matching service levels. ATL reserves the right,following express notice
by ATI,to make fixes only to the most current version of the relevant Software,and may elect,at its discretion;to make fixes
generally available for minor release versions or the latest service pack for a supported version. In the event that a request for
Maintenance&Support Services reveals that the cause jof the problem is not an error;defect or malfunction in the unmodified ATL
Software,Customer shall pay ATL for its work on a time and materials basis,plus meals,lodging,travel and other reasonably
necessary out-of-pocket expenses.
3.4 Perpetual Term Licenses
The initial Maintenance Term shall be for one year commenting cm the Effective Date of the applicable Quote,unless,otherwise
stated in the Quote. In the event Customer elects to renew Maintenance&Support Services(Subject to any rights of termination as
set forth in the Agreement);such Services will be renewed for successive one(1)Year terms and the annual Maintenance&Support
Services fee for the first renewal term shall not increase by more than the percentage rate change in the Consumer Price Index for
the 12 month period immediately preceding the anniversary date of Maintenance. Maintenance:&Support Services fees for
subsequently acquired Licensor Software will be prorated to expire with the then-current annual MaintenanceTerm.
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3.5 Equipment
Unless expressly stated otherwise,in writing,in the applicable Quote,ATL may facilitate the Customer's acquisition,receipt,set-up
and/or use of Equipment,but the Equipment's hardware manufacturer and/or such manufacturer's designated representative(s)
shall be solely responsible for such Equipment,including but not limited to its condition,shipping,set-up,installation,maintenance,
support,and performance. An does not warrant or support the Equipment.
To the extent that ATL does expressly assume arty support obligations over the Equipment,Customer acknowledges and agrees that
ATL may subcontract Maintenance&Support Services for the Equipment,in ATVs sole discretion,to the manufacturer and/or a
third-party authorized provider. All will remain responsible for ensuring that its Maintenance&Support Services.obligations under
this Agreement are fulfilled.
ATL reserves the right;as a condition precedent to the commencement of any Maintenance&Support Services,to conduct an
onsite,physical,certification inspection of the Equipment when:a)Customer changes or relocates the Equipment,b)prior to the
renewal of Maintenance&Support Services on the Equipment,or c)where Maintenance&Support Services were not purchased
when the Equipment was initially purchased or leased from ATI..
3.6 Support Limitations
At All's discretion Maintenance&Support Services will be provided by phone,using remote diagnosis and/or other service delivery
methods. ATL will determine the appropriate delivery method required. Services such as the following,but not limited to,are
excluded from Maintenance&Support:
• Diagnosis or maintenance at the Customer site. If onsite diagnosis or maintenance is required,and available by ATI,
• Customer will be billed at the applicable standard Professional Services rates;
•' Set-up and,installation of the replacement Equipment or:replacement parts at the Customer site;
• Recovery of the operating system,other software,and data;
• Troubleshooting for interconnectivity or compatibility problems;
• Services required due to failure of Customer to incorporate any system or software fix,repair,patch,or modification
• provided to the Customer by.All.;
• Services required due to failure of the Customer to take avoidance action previously advised by ATI;
• User preventative maintenance.
Maintenance&Support Services are not provided for the following:
• Damage caused by failure.of Customer to follow manufacturer's recommended maintenance or operating specifications;
• Damage due to war or nuclear incident,terrorism,unauthorized,attempts to repair Equipment or,Equipment previously
repaired by an unauthorized technician or user;
• Data,business interruptions,obsolescence,cosmetic damage,rust;change in color,texture or finish,wear and tear,gradual
deterioration or any damage that does not affect the Equipment functionality;
• Fraud,fire,theft,unexplained or mysterious disappearance;misuse,abuse or willful act;
• Alteration or modification of the Equipment in any way;
• Transit or relocation of Equipment by Customer,including any damages occurring while in transit or related to such
relocation,and services accompanying or related to transit or relocation of the Equipment;
• Power surge or failure;
• Normal wear and tear.
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vaoranc.
Customer Responsibilities
• The Customer will be required,upon ATVs request,tosupport resolving any problem reported remotely by(a)providing all
information necessary for ATL to deliver.timely and professional remote support and/or to enable ATI to determine the.
level of support eligibility;(b)starting self testsand/or other diagnostic tools and programs;and(c)performing other
reasonable activities to help ATL identify orresolve the problem.
• Customermust acknowledge receipt of replacement Items by signing freight carrier bill at time of delivery.
• Customer is responsible to.install customer replaceable parts and replacement Technology and Equipment in a timely
manner;
• Customer shall maintain a:backup copy of all software and data. An recommends.regular backups;
• Customer shall restore software and data on the Equipment,as necessary,after any repairor replacement;,
• Customer is responsible for the installation of any software not provided by ATL with the Equipment and insure all software
installed on the Equipment is appropriately licensed.
3.7 Reinstatement of Maintenance
Reinstatement of Maintenance is subject to payment of Maintenance&Support Services fees for any period during which
Maintenance&Support had lapsed,a reinstatement fee,plus payment for the 12 month period commencing with the date
Maintenance&Support Services are reinstated,as further described in Section 3_1 of the Agreement.
3.9 Non-Continuous Coverage
In the event.Customerelects not to maintain continuous Maintenance&Support,ATL may,at its discretion,refuse to provide any
Maintenance&Support Services to Customer until payment for the period of discontinuity is made current,as well as anypenalties,
as described in the Section 3`1 of the Agreement:.ATL reserves the right to suspend Maintenance&Support Services while any
accrued.Maintenance&Support Services fees or other fees hereunder remain unpaid.
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U1:11PAVIX
4 ATL Support Web
4.1 Opening a Customer Support Request
There are three ways to report a problem:
• ATL Support Web Cases reported online are automatically entered into All's Call Tracking system and assigned a Customer
Support(CS)number. All,requires that all Severity 1 cases be followed up with a phone call to our Technical Support
Center to ensure immediate attention to your issue.
• Email Support at support@atlab.corn and include name,company,address,version of software,detailed description of the
• issue and any screen shots
• Phone. Each ATI.customer is given Technical Support Center information that it can contact to request support via phone.
A customer support request will be created in ATI's call tracking system and a CS number is provided.
4.2•Processing a Customer Support Request
Once a customer support request Is submitted,the ATI.support specialist will review,access and assign the appropriate severity
level All severity 3 and 4 calls will be assigned to the appropriate product and workgroup where our technical support engineers
will start working on the call.on.a First in—First out(FIFO)basis. The ATL Technical Support Center will notify support managers of
any CSs that are assigned to Severity 1 or 2,so that they are handled in an escalated manner. The ATL support engineer will
communicate with Customer until the issue is resolved. Depending on the nature of the Customer Support Request,it may be
resolved by a support engineer or logged as a bugs/enhancements item with product engineering.
AR support level and responsibilities:
First level(Technical Assistance Center):
• Review Customer Support Requests reported by Web,Email or phone from a customer authorized contact
• Validate customer maintenance status,product entitlement and check for any special handling required.
• Identify type of request,problem definition,configuration,products,product versions and platforms.
• Determine severity of the problem and execute any escalation procedures necessary.
• Direct problems for resolution to engineers
-Second level(Product Support):
• Confirm problem and configuration used by Customer
• Evaluate against known problems or issues
• Stage the problem.
• Reproduce problems and provide workarounds
• Escalate to engineering where required to develop patches and fixes
• Keep the CS updated at all times within the Call Tracking system
• Keep Customer's Authorized Contact updated on the progress
Third level(Engineering):
• Develop fixes as needed
• Test and verify functionality and performance
• Update the source code control system as needed
• Ensure patches and fixes are incorporated into a future product release
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LAINEVOISDIL
4.3 Escalations
Special procedures apply to Customer Support escalations. An escalated issue is generally one of the following:
• Noresponse to a problem reported,within the designated time given by the call response coordinator or technical
engineer,
•: Response times out of severity guidelines;. -
• Customer is dissatisfied with Customer Support resolution that hasbeengiven and wants:the problem reported brought to
the attention of ATL's management.
4.4 Creating,Updating and Tracking a Customer.Support Request
All customer support requests are created and assigned a unique ID number.The.ID:number is used to track each incident and
should be referred to in each correspondence.
4.5 User Profile
Authorized contacts are able to change their login password,update their phone numbers,select their time zone and subscribe to
LIMS Solutions Newsletter in this section.
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CONFIDENTIAL AND PROPRIETARY-UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
i
Accelerated
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IMMANCESTIL
Quote
Software and Services Fees
This Quote is governed by the terms of the Master Software&Services Agreement effective
20. by and between ..,a having a principal place of business at
and Accelerated Technology Laboratories,Inc.,a North Carolina corporation,
having its principal place of business.at.496 Holly Grove School Road,West End,NC(the"Agreement"):
Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement Page 16
CONFIDENTIAL AND PROPRIETARY-UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED
Accelerated
Technology
Statement of Work
Professional Services and Deliverables
This Statement of:Work:is governed by the terms of the Master Software&Services Agreement effective
20 by and between ,a having a
principal place of business at and Accelerated Technology Laboratories,Inc:,a
•
North Carolina corporation,having its principal place of business at 496 Holly Grove School Road,West End,NC(the"Agreement").
Accelerated Technologies Laboratories,Inc.Premise Software and Services Agreement Page 17
CONFIDENTIAL AND PROPRIETARY UNAUTHORIZED REPRODUCTION OR DISTRIBUTION PROHIBITED'
AGMT1603.1