HomeMy WebLinkAboutSoftware Maintenance Agreement (2)
Augusta Richmond GA
DOCUMENT NAME: 3oQ-fWQf e . M (A, nte\,"\o.n (e ~ Lem c-."t
DOCUMENT TYPE: A J e e.m e.nf
YEAR: 6 L-
BOX NUMBER:h
FILE NUMBER: le.o4.. 0(0
NUMBER OF PAGES: L\
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Client Ref.: Augusta Richmond County
SOFTWARE MAINTENANCE AGREEMENT
THIS AGREEMENT made as of the 17
day of September. 20~ by and between:
Blue Ocean Software a Division of Intuit with its place of business at at 15310 Amberly Drive, Tampa, FL, U.S.A.
33647 ("Blue Ocean"), and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of
business at 530 Greene Street, Augusta, Georgia, U.S.A., 30911 ("Licensee").
WHEREAS Blue Ocean is the owner of the rights to certain software as identified in Exhibit A (collectively the
"Software"), including copyright, trademark, trade secret and other intellectual property rights;
WHEREAS Licensee and Blue Ocean have entered into a software license agreement dated the 10th day of
September, 2002, enabling Licensee to use the Software on the terms specified therein (the "License Agreement");
AND WHEREAS Licensee is desirous of participating in Blue Ocean's annual maintenance program for the
Software;
NOW THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties
agree as follows:
I. In consideration of payments to be made by Licensee to Blue Ocean as set out below, Blue Ocean agrees to
provide the following software maintenance services during the term of this Agreement:
(a) Blue Ocean will maintain the Software so that it operates in conformity in all material respects in with
the descriptions and specification for the Software set forth in the Documentation referred to, and as
defmed in, the License Agreement.
(b) In the event that Licensee detects any errors or defects in the Software, Blue Ocean will provide
reasonable telephone support, in the form of assistance and advice on the use and maintenance of the
Software, during Blue Ocean's hours of support (9am - Spm EST, 5 days a week)
(c) Blue Ocean will send Licensee mailings on Upgrades and New Products of the Software to the
Licensee's address specified above. "Upgrades" are those enhancements to the Software that Blue
Ocean generally makes available as part of the annual maintenance program. A "New Product" is any
update, new feature or major enhancement to the Software that Blue Ocean markets and licenses for
additional fees separately fTom Upgrades.
(d) At Licensee's request, Blue Ocean shall provide Licensee with Generally Available Upgrades of the
Software at no additional charge. Licensee shall be entitled to acquire a license to New Products for
Blue Ocean's then prevailing license fees. Software Upgrades and New Products will be sent on three
and a half (3 1/2) inch diskettes or CD's with explanations, instructions and updated documentation
where appropriate. Blue Ocean will also make other installation developments, such as reports,
interfaces, etc., available to Licensee if they are appropriate for possible use by Licensee.
2. Maintenance services shall not include, and Licensee shall pay extra for, any and all consulting,
implementation, customization, education and training related services subject to the availability of Blue
Ocean's staff, except as provided in the Software Licensing Agreementdated September 10,2002.
3. Licensee shall pay an annual maintenance fee to Blue Ocean as provided in Exhibit A. This fee shall be
subject to change as set out in Exhibit A.
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17-Sep-02
Blue Ocean
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4. Licensee agrees that all materials, documentation, Upgrades, New Products, and other materials provided to
Licensee pursuant to this Agreement shall be subject to the same conditions and rights of use as apply to the
Software under the License Agreement.
5. Licensee shall, at Blue Ocean's request, provide Blue Ocean with the right of dial-access to Licensee's
computers on which the Software is installed, so as to enable Blue Ocean to monitor the operation of the
Software.
6. Blue Ocean will invoice Licensee for services (including installation, customization, training and additional
services) and related expenses on a monthly basis for such services perfonned and related expenses incurred
during each month. In addition to the fees payable by Licensee to Blue Ocean, all taxes and other levies,
including sales and use taxes (but excluding taxes based on the net income of Blue Ocean resulting from this
Agreement) shall be the responsibility of the Licensee. If any withholding tax or similar levy is applicable to
the fees or other amounts payable to Blue Ocean, Licensee shall pay such additional amount as shall result in
Blue Ocean receiving the total amount of the fees or other amounts it would have been paid but for such tax or
levy.
7. The parties hereto acknowledge that infonnation obtained about the other party pursuant to this Agreement
includes confidential and proprietary information (hereinafter the "Confidential Infonnation"). Each party
agrees not to disclose Confidential Infonnation to third parties, without the prior written consent of the other
party or pursuant to Court order. The parties agree that the Confidential Information does not include any
information which, at the time of disclosure, is generally known by the public. Blue Ocean acknowledges that
this Agreement and certain documentation may be subject to the Georgia Open Records Act (O.C.G.A. ~ 50-
18-70, et seq. Blue Ocean shall cooperate fully in responding to such request and shall make all records, not
exempt, available for inspection and copying as required by law.
8. The initial tenn of this Agreement shall be for a period of one (1) year following the expiry of the warranty
period set out in the License Agreement, and it shall be automatically renewed as long as Licensee remains
licensed by Blue Ocean to use the Software, unless earlier canceled in writing by either party at any time upon
90 days written notice. If a software maintenance agreement is not initiated immediately after the warranty
period, canceled or not renewed annually, there will be costs associated with software reconciliation with the
issuance and a new software maintenance agreement.
9. (a) This Agreement shall tenninate if the License Agreement is tenninated by Blue Ocean or Licensee.
(b) Either party has the right to terminate this Agreement if the other party breaches or is in default of any
obligation hereunder, and if such default has not been cured within fifteen (15) days after receipt of
notice of such default.
(c) Either party may terminate this Agreement by written notice if the other party becomes insolvent or
bankrupt.
(d) The obligations of each party pertaining to Confidential Infonnation and taxes shall survive the
tennination of this Agreement.
10. Neither party to this Agreement shall be liable to the other party hereto for loss or damage arising out of any
delay or failure by such party in perfonning its obligations hereunder, if such delay or failure was the
unavoidable consequence of a natural disaster, exercise of governmental power, strike or other labour
disturbance, war, revolution, embargo, insurrection, operation of military forces, or other event or condition
beyond the control of such party; provided that such party notifies the other party of its inability to perform
and the reasons therefor, with reasonable promptness; and perfonns its obligations hereunder as soon as
circumstances pennit.
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Blue Ocean
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11. This Agreement, or any of the rights or obligations of Blue Ocean created herein, may not be
assigned by Blue Ocean without Licensee's consent, which consent shall not be unreasonably be withheld.
Furthermore, this Agreement is for the sole benefit of Licensee and may not be assigned by Licensee without
the express written consent ofB1ue Ocean.
12.
Licensee acknowledges having read and understood this Agreement and agrees to be bound by its terms and
conditions. Licensee also agrees that this Agreement, together with the relevant terms and conditions of the
contract(s) between Blue Ocean and Licensee as identified in the License Agreement, represents the complete
and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all prior
agreements, negotiations, discussions or understandings between them in any way relating thereto. No other
terms, conditions, representations, warranties or guarantees, whether written or oral, express or implied, shall
form a part hereof or have any legal effect whatsoever. In the event of any conflict or inconsistency between
the provisions of this Agreement and the provisions of the contract(s) identified in the License Agreement, the
latter provisions shall be of no force and effect and the provisions of this Agreement shall govern. This
Agreement shall not be modified except by later written agreement signed by both parties.
13.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,
U.S.A. All claims, disputes and other matters in question between Licensee and Blue Ocean arising out of, or
relating to, this Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County,
Georgia. Blue Ocean, by executing this Agreement, specifically consents to venue and jurisdiction in
Richmond County, Georgia and waives any right to contest jurisdiction and venue in said Court.
14.
All notices hereunder shall be in writing and shall be duly given if delivered personally or sent by registered
or certified mail, return receipt requested, postage prepaid, to the respective addresses of the parties appearing
on page one of this Agreement. Any notice given shall be deemed to have been received on the date, which it
is delivered if delivered personally;-or, 'if mailed, on the fifth-business 'daynextfolloWing the mailing tJiereoC - -
Either party may change its address for notices by giving notice of such change as required in this Section 14.
IN WITNESS WHEREOF, this Agreement has been read, understood, and signed by duly authorized officials of
Blue Ocean and Licensee.
BLUE OCEAN SOFTWARE
A DIVISION OF INTUIT:
By:
".ly:
. '-r:ame:
Name:
Title:
ek pI ~ /N ~tL C iJf?f7Cldt- Title:
M~'1aV'
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17-Sep-02
Blue Ocean
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EXHIBIT A
(Software Maintenance Agreement)
Item Licensed Product Initial License Annual Maintenance Maintenance
Fee Fee* Start Date
.blI
I. TRACK-IT! m,J18 $6;5% 09(>&2002
t~, J'1Sfo.So 5 5,15$ 1'1
(discounted)
t ~\,1~."S'o l'5tl"5~
TOTAL $~ $~
*
First year maintenance fee only. Subsequent years are renewable annually at the support anniversary date.
Annual Long- Term Support fees will be based on the then current support percentage for the product multiplied
by the then current value of the License Fee, not to exceed Twenty Five (25%).
BLUE OCEAN SOFTWARE
Title:
C h:' e./ PI 1IiA,.Jct/rC O#Y~
Title:
By:
LICENrE:
^"\
r:.m,.
A DIVISION OF INTUIT:
Name:
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17-Sep-02
Blue Ocean