HomeMy WebLinkAboutSOFTWARE LICENSE AND MAINTENANCE AGREEMENT WITH TRAPEZE SOFTWARE GROUP INC. DBA TRIPSPARK TECHNOLOGIES SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
Between
TRAPEZE SOFTWARE GROUP,INC.dba TripSpark Technologies("Trapeze"or"TripSpark"or"Vendor")with its
place of business at 5265 Rockwell Dr NE,Cedar Rapids,IA 52402, U.S.A.
And
AUGUSTA, GEORGIA, a political subdivision of the State of Georgia ("Augusta, Georgia" or "Licensee") with its
principal place of business at 535 Telfair Street,Bldg.,2000 Augusta,Georgia 30901,U.S.A.
Notice Information:
if intended for TripSpark,to: If intended for Licensee,to:
5800 Explorer Drive.5th Floor Augusta,Georgia Information Technology
Mississauea,Ontario.Canada L4W 5L4 535 Telfair St Building 2000
Contact: MPavelg Contact: Tameka Allen
Telephone: 1-905-629-8727 Telephone:706-821-2522
Number of Pages in this Agreement including attached Exhibits:
This Agreement,including its Exhibits(Exhibit A,Exhibit B,Exhibit C,and Exhibit D)shall apply in place of and prevail
over the previously executed license and maintenance agreements between TripSpark and Licensee,as further described
below,and any other preceding or subsequent terms and conditions contained or referred to in any of the Licensee's
purchase orders, correspondence or elsewhere or implied by trade, custom, practice or course of dealing and any
purported provisions to the contrary are hereby extinguished or excluded. Without limiting the generality of the
foregoing,TripSpark will not be bound by any standard or printed terms produced by Licensee,except as included and
set forth in this Agreement. Licensee expressly acknowledges that no provisions, representations, undertakings,
agreements,regarding the goods or services to be provided hereunder,have been made,other than those contained in
this Agreement. TripSpark acknowledges that this Agreement and any changes to it by amendment,modification,change
order or other similar document may have required or may require the legislative authorization of the Board of
Commissioners and approval of the Mayor.
By mutual agreement between the parties,the following software and license agreements shall terminate in all respects,
and shall have no further force or effect after the effective date of this Agreement:
(i) Software License Agreement dated September 13, 1999 ("Software License Agreement") and Software
Maintenance Agreement made effective September 13, 1999 ("Software Maintenance Agreement") for the
TripSpark PASS,PASS-SUS Software products;and
(ii) Amendment#1 to Software License Agreement made effective January 19,2010 and Amendment#1 to Software
Maintenance Agreement made effective January 19,2010 for the TripSpark PASS IVR Confirm/Cancel,Call
Backs Software;and
(iii) Software License and Maintenance Agreement made effective September 19, 2006 for the TripSpark PASS-
CERT and MapMaker Software products;and
(iv) System Supply and Support Agreement made effective October 8, 2007 ("System Supply and Support
Agreement")for the TripSpark PASS MON and PASS MDC Software products;and
(v) Contract Amendment#1 to System Supply and Support Agreement made effective March 31,2008 to decrease
number of MDC hardware units,by five(5).
AUGUSTA,GEORGIA SWLMA Trapeze Confidential
Page I 01'13 2015
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NOW THEREFORE,the parties agree as follows:
L Definitions In this Agreement the capitalized words set out below will have the following meanings:
"Agreement" this Software License and Maintenance Agreement effectively made between TripSpark and
Licensee,and the attached exhibits,all of which form an integral part of this Agreement;
"Confidential Information" all information obtained by the parties from each other under this Agreement,but does not
include any information which at the time of disclosure is generally known by the public.
AUGUSTA,GEORGIA SWLMA Trapeze Confidential
Page 2 of i 3 2015.
"Documentation" the user documentation and training materials pertaining to the Software as supplied by
TripSpark;
"Software" the certain software as identified in Exhibit A of this Agreement;
"Statement of Work" the specifications for the Software and Services to be provided by TripSpark and the
Licensee,attached hereto as Exhibit C.
"Trade Secrets" the Software, Documentation,and other related information(including all modifications of
the Software developed for Licensee)disclosed to Licensee under this Agreement,including
trade secrets and other confidential and proprietary information of TripSpark;
"Upgrades" generic enhancements to the Software that TripSpark generally makes available as part of its
long term software support program.
2. Software License In consideration of payments to be made by Licensee to TripSpark as set out below,TripSpark
agrees as follows:
(a) TripSpark hereby grants to Licensee a personal,non-transferable,non-exclusive license to use a production copy
of the object code version of the Software in the form supplied by TripSpark and on hardware approved by
TripSpark as of the License Date referred to in Exhibit A,restricted to the places of business of the Licensee,for
the Licensee's own operations,in accordance with the operational characteristics described in Exhibit A.
(b) TripSpark hereby grants to Licensee a personal,non-transferable,non-exclusive license to use the Documentation,
but only a required to exercise the license granted herein.
(c) Licensee may make one back-up copy of the Software for use in the test environment and one copy of the Software
for use in a development environment. Licensee may use the production copy of the Software solely to process
Licensee's own data, and the Software may not be used on a service bureau or similar basis to process data of
others.
(d) The license to use the TripSpark Transit Database is granted to Licensee solely for the development of internal
reports by Licensee and for the integrated operation of TripSpark software components.Unless expressly included
herein,all other access rights to the TripSpark Transit Database are excluded from this Agreement,and the Licensee
shall not develop or use,or authorize the development or use of, any other interfaces to or from the TripSpark
Transit Database.
(e) Other than the rights of use expressly conferred upon Licensee by this paragraph, Licensee shall have no further
rights to use the Software or the Documentation,and shall not copy,reproduce,modify,adapt,reverse engineer,
disassemble or translate them,without the express written authority of TripSpark.
3. Software Services In accordance with the terms of Exhibit B, TripSpark will perform services related to
Licensee's use of the Software (the "Services"). Such services may include installation, modification, testing, training and
additional services.
4. Software Acceptance Upon completing the delivery,installation,and testing of the individual Software,TripSpark
will notify Licensee in writing.Licensee will then have twenty(20)business days in which to conduct acceptance tests in order
to ensure that the individual Software application operates in all material respects as specified in the Documentation.At the end
of this period,Licensee will be deemed to accept the Software unless TripSpark receives prior written notice outlining the nature
of the perceived defects in the Software. Notwithstanding the above,Licensee will be deemed to accept the Software on the
earlier of operational and functional use of the individual Software component in production. The Software will be deemed to
be in operational and functional use when the Licensee first uses the Software to support its then current operations in any
capacity. Upon the deemed acceptance of the Software in accordance with this paragraph,Licensee will provide TripSpark with
a written acknowledgement to confirm such acceptance.
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5. Software Warranty TripSpark warrants that it holds title to all Software licensed and delivered pursuant to this
Agreement. TripSpark further warrants that it has full power and authority to grant to the Licensee the rights set forth in this
Agreement and that neither the performance of the services by TripSpark nor the use by the Licensee of the Software,or any
portion thereof,will in any manner constitute an infringement or other violation of any ownership,claim,copyright,trade secret,
trademark,patent,invention,proprietary information,nondisclosure,or other rights of any third party. No warranty is provided
by TripSpark with respect to any third party licensed products. Separate warranties may be available from the developer,
distributor,or publisher of the licensed products.
The foregoing warranty is in lieu of all other warranties or conditions express or implied,including but not limited to any
implied warranties or conditions of merchantability,merchantable quality,fitness for a particular purpose and any other
warranties arising by statute or otherwise in law or from the course of dealing or usage of trade. TripSpark does not
represent or warrant that this Software will meet all of Licensee's particular requirements,or that the operation of the
Software will operate 100%error-free or uninterrupted,or that all program errors in the Software can be found in order
to be corrected.
6. Software Maintenance During any warranty period and for any annual support period for which maintenance fees
have been paid in full by Licensee:
(a) TripSpark will maintain the Software so that it operates in conformity in all material respects with the
descriptions and specifications for the Software set forth in the Documentation;
(b) in the event that Licensee detects any errors or defects in the Software, TripSpark will provide reasonable
support services through a telephone software support line from Monday to Friday,8 am to 5 pm EST(Except
North American holidays) and access to a twenty-four hour emergency phone line. Upon registration by
Licensee,TripSpark will also provide Licensee with access to its software support website,and;
(c) TripSpark will post notices of available Upgrades of the Software on its website and copies of the release notes
for download. TripSpark will provide Licensee with Upgrades of the Software at no additional license fee
charge.
7. Payment Upon execution of this Agreement, Licensee will issue a Purchase Order to TripSpark, for the
Software license fees,service fees,and related expenses as set out in Exhibit B,attached hereto. TripSpark will invoice Licensee
for the Software license fees and services fees as set out in and according to Exhibit B. TripSpark will invoice Licensee monthly
for the Services provided, in accordance with Exhibit B. The total amounts due for all service fees,modifications fees,and
expenses are firm fixed amounts and will be invoiced on that basis. The Purchase Order shall be governed exclusively by the
terms and conditions of this Agreement.
Commencing upon completion of the warranty period for each Software application,Licensee shall pay annual maintenance fees
to TripSpark as provided in Exhibit B(the"Maintenance Fee"),attached hereto. This fee shall be subject to change as set out in
Exhibit B. Licensee shall issue a Purchase Order annually specifying the amount set forth in the TripSpark invoice for
maintenance services,and the Purchase Order shall be governed by the terms and conditions of this Agreement.
Licensee shall pay invoices within thirty(30)days of receipt. In the event of an invoice dispute,Licensee shall have ten(10)
business days from date of receipt of invoice to advise TripSpark of the reasons for disputing the invoice in question. If TripSpark
has not received such notification within such time frame, the invoice in question shall be deemed accepted by Licensee.
Overdue undisputed payments will not bear interest. Licensee will also be responsible for payment of all applicable taxes and
other levies,including sales and use taxes,and this obligation will survive termination of this Agreement.If Licensee has a tax
exemption certificate,a copy of the certificate must be provided to TripSpark upon signing of this Agreement to avoid payment
of the applicable tax to TripSpark.
8. Trade Secrets and Confidential Information Licensee acknowledges that any Trade Secrets or Confidential
Information disclosed to Licensee pursuant to this Agreement are owned by TripSpark and include trade secrets and other
confidential and proprietary information of TripSpark. Licensee shall maintain in confidence and not disclose the same,directly
or indirectly,to any third party without TripSpark's prior written consent. Licensee further acknowledges that a breach of this
Section would cause irreparable harm to TripSpark for which money damages would be inadequate and would entitle TripSpark
to injunctive relief and to such other remedies as may be provided by law.
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9.Media and Publication Upon reasonable notice and consultation with the Licensee,Trapeze shall be entitled to publish press
releases and other general marketing information related to this Agreement and the work done hereunder. Except for the
foregoing, and subject to the requirements of the law, neither party will communicate with representatives of the general or
technical press,radio,television,or other communication media regarding the work performed under this Agreement without the
prior written consent of the other party.
10. Force Maieure 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 performing its obligations hereunder,except the making of payments due hereunder, if
such delay or failure was the unavoidable consequence of a natural disaster,exercise of governmental power,strike or other labor
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 performs its obligations hereunder as soon as circumstances permit.
11. Remote Access Upon request, Licensee shall provide TripSpark with the right to establish a remote connection to
Licensee's computer(s)onwhich the Software is installed,so as to enable TripSpark to monitor the operation of the Software.
Access is subject to the conditions of the Augusta,Georgia Vendor Access Agreement, attached as Exhibit E, and shall be
granted only if TripSpark has signed said Agreement.
12. Intellectual Property Indemnification In the event of an intellectual property infringement claim by a third party,
TripSpark will defend Licensee in respect of any such claims based on the claim that the Software infringes the intellectual
property rights of that third party.TripSpark will pay any award rendered against Licensee by a court of competent jurisdiction
in such action,provided that Licensee gives TripSpark prompt notice of the claim and TripSpark is permitted to have full and
exclusive control of any defense. If all or any part of the Software becomes,or in TripSpark's opinion is likely to become,the
subject of such a claim,TripSpark may either modify the Software to make it non-infringing or terminate this Agreement as it
relates to the infringing portion of the Software.This is TripSpark's entire liability concerning intellectual property infringement.
TripSpark will not be liable for any infringement or claim based upon any modification of the Software developed by Licensee
or any other third party,or use of the Software in combination with software or other technology not supplied or approved in
advance by TripSpark,or use of the Software contrary to this Agreement or the Documentation.
13. Limitation of Liability
(a)TripSpark and Licensee do not rely on and will have no remedy arising from any statement,representation,warranty or
understanding(whether negligently or innocently made)of any person(whether party to this Agreement or not)other than
as expressly set out in this Agreement. The only remedy available to Licensee for breach of warranty is for breach of
contract under the terms of this Agreement.This does not preclude a claim for fraud.
(b)TripSpark does not guarantee the privacy,security,authenticity or non-corruption of any information transmitted through
the Internet or any information stored in any system connected to the Internet. TripSpark shall not be responsible for any
claims,damages,costs or losses whatsoever arising out of or in any way related to Licensee's connection to or use of the
internet.
(c)TripSpark will not be liable to Licensee or any third party for any claims,expenses,damages,costs or losses whatsoever
arising out of or in any way related to:
(d)Licensee's use of map or geographical data,owned by Licensee or any third party,in conjunction with the Software or
otherwise;or
(e)Licensee's use of the Software insofar as such Software may be used to store,transmit,display,disclose or otherwise use
data or information which is considered private,confidential,proprietary or otherwise exempt from public disclosure under
applicable law.
(f)TripSpark's liability and responsibility for any claims,damages,costs or losses whatsoever arising either jointly or solely
from or in connection with this Agreement or the use of the Software(whether or not in the manner permitted by this
Agreement)including claims for breach of contract,tort,misrepresentation,or otherwise,or the development,modification
AUGUSTA,GEORGIA SWLMA Trapeze Confidential
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or maintenance of the Software will be absolutely limited to the amount of the licensee fees paid for the Software product
that is the subject of a claim.
(g)TripSpark will not be liable to the Licensee or any third party for losses or damages suffered by Licensee or any third
party which fall within the following categories:
i) incidental or consequential damages,whether foreseeable or not;
ii) special damages even if TripSpark was aware of circumstances in which special damages could arise;
iii) loss of profits,anticipated savings,business opportunity,goodwill,or loss of information of any kind.
(h)Paragraph(t)does not apply to claims arising out of death or personal injury caused by either party's gross negligence,
willful misconduct or fraudulent misrepresentation.
14. Termination The license granted by this Agreement is effective until terminated.
(a) Either party may terminate this Agreement if the other party is in material breach of any term or condition of this
Agreement,and fails to cure such default within thirty(30)days after receipt of written notice of such default. Without limitation,
the following are deemed material breaches under this Agreement:(i)Licensee fails to pay any amount when due hereunder,(ii)
Licensee becomes insolvent or any proceedings will be commenced by or against Licensee under any bankruptcy,insolvency or
similar laws.
(b) If Licensee develops software that is competitive with the Software,or Licensee is acquired by or acquires an interest
in a competitor of TripSpark,TripSpark shall have the right to terminate this Agreement immediately.
(c) Either party may terminate for convenience with ninety(90)days written notice.
(d) In the event Licensee terminates this Agreement for any reason,Licensee shall pay TripSpark for all license fees and
service fees then due,and all costs incurred up to and including the date of termination.
(e) If this Agreement is terminated, Licensee will immediately return to TripSpark all copies of the Software, the
Documentation and other materials provided to Licensee pursuant to this Agreement and will certify in writing to TripSpark that
all copies or partial copies of the Software,the Documentation and such other materials have been returned to TripSpark or
destroyed.
15. Assignment This Agreement, or any of the rights or obligations of TripSpark created herein, may be assigned by
TripSpark with Licensee's written consent,which consent shall not be unreasonably withheld,but this Agreement is for the sole
benefit of Licensee and may not be assigned by Licensee without the express written consent of TripSpark. Notwithstanding
anything to the contrary under this Section 15,in the event of an assignment or novation of this final Agreement to a TripSpark
affiliate pursuant to a corporate reorganization,TripSpark shall not require Licensee's consent.
16. Applicable Law and Venues The laws of the State of Georgia shall govern the agreement between Licensee and
TripSpark with regard to its interpretation and performance,and any other claims related to this Agreement. All claims,disputes
and other matters in question between Licensee and TripSpark arising out of or relating to the Agreement,or the breach thereof,
shall be decided in the Superior Court of Richmond County,Georgia.
17. Survival The parties hereto agree that any provisions of this Agreement requiring performance or fulfilment
by either party after the termination of this Agreement shall survive such termination.
18. Severability If any provision of this Agreement is declared or found to be illegal,unenforceable or void,then both
parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal,
unenforceable or void and does not relate to the payments to be made to TripSpark. If the remainder of this Agreement,as the
case may be,shall not be affected by such declaration or finding and is capable of substantial performance,then each provision
not so affected shall be enforced to the extent permitted by law.
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19. Notices 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 day next following the mailing thereof. Either party may change its address for notices by
giving notice of such change as required in this section.
20. Audits TripSpark may perform audit(s)on the use of the Software and Documentation upon giving Licensee written
notice of at least five (5) business days. Licensee agrees to make the necessary operational records, databases, equipment,
employees and facilities available to TripSpark for the audit(s).The purpose of the audit will be to verify compliance with the
terms and conditions of this Agreement.
21. Insurance Requirements
TripSpark shall provide,at all times that this Agreement is in effect,insurance with limits of not less than:
A. Workmen's Compensation Insurance—in accordance with the laws of the State of Georgia.
B. General Liability Insurance—in an amount of not less than One Million($1,000,000) Dollars for injuries,including those
resulting in death to any one person,and in an amount of not less than One Million($1,000,000)Dollars on account of any
one occurrence.
C. Property Damage Insurance—in an amount of not less than One Million($1,000,000)Dollars from damages on account of
an occurrence,with an aggregate limit of One Million($1,000,000)Dollars.
D. Professional Liability Insurance — in an amount of not less than One Million ($1,000,000) Dollars or an amount that
correlates to the aggregate fee on the project should it exceed$1,000,000.
Licensee will be named as an additional insured with respect to TripSpark's liabilities hereunder in insurance coverage's
identified in items B and C.
22. Temporary Stoppage of Work To the extent that it does not alter the scope of this Agreement, Licensee may
unilaterally order a temporary stopping of the work or delaying of the work to be performed by TripSpark under this Agreement
Such stoppage or delay may cause Licensee to be subject of payment of additional fees to TripSpark.
23. Prohibition on Contingent Fees TripSpark can confirm that no person or selling agency has been employed or
retained to solicit or secure this Agreement upon an agreement or understanding for a commission,percentage,brokerage,or
contingent fee,excepting bona fide employees or bona fide established commercial or selling agencies maintained by TripSpark
for the purpose of securing business. For breach or violation of this warranty,Licensee shall have the right seek available legal
remedies
24. Prompt Payment Act The terms of this Agreement supersede any and all provisions of the Georgia Prompt
Payment Act.
25. Right to Inspect Licensee may,at reasonable times and with reasonable access,inspect the part of the plant,place of
business,or work site of TripSpark or any subcontractor of TripSpark or subunit thereof which is pertinent to the performance
of any contract awarded or to be awarded by Licensee.
28. Local Small Business Reporting In accordance with Chapter IOB of the AUGUSTA,GA. CODE and to the extent
commercially viable to TripSpark to utilize a local small business TripSpark expressly agrees to collect and maintain all records
necessary to for Licensee to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records
available to Licensee. The requirements of the Local Small Business Opportunity Program can be found at
www.augustaga.gov. In accordance with AUGUSTA,GA.CODE§ 1-10-129(d)(7), for all contracts where a local small business
goal has been established and identified specifically under this Agreement, the contractor is required to provide local small
business utilization reports. TripSpark shall report to Licensee the total dollars paid to each local small business on each contract,
and shall provide such payment affidavits,regarding payment to subcontractors as may be requested by Augusta,Georgia. Such
documents shall be in the format specified by the Director of minority and small business opportunities,and shall be submitted
AUGUSTA,GEORGIA SWLMA Trapeze Confidential
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at such times as required by Licensee. Failure to provide such reports within the time period specified by Licensee shall entitle
Licensee to exercise any available legal remedies.
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EXHIBIT A
Item Software Product License Date
Description
1. TripSpark PASS Paratransit Effective date of this
Scheduling and Agreement
Dispatch
2. TripSpark PASS SUS Suspension Effective date of this
Management Agreement
3. TripSpark PASS IVR Call-In and Call- Effective date of this
Confirm/Cancel, out for Confirming Agreement
CallBacks and Cancelling
Upcoming Trips
4. TripSpark PASS- Certifications Effective date of this
CERT Management Agreement
5. TripSpark MapMaker GIS Mapping Effective date of this
Agreement
6. TripSpark PASS MON Interface between Effective date of this
vehicle and back Agreement
office
7. TripSpark PASS MDC In Vehicle Effective date of this
application Agreement
8. TripSpark Transit Base Effective date of this
Database Agreement
Notes:
1. Licenses are provided for Licensee's operations of up to three hundred and ninenty nine(399)booked trips per day with
live(5)workstations for TripSpark PASS, PASS SUS and MapMaker Software products, up to one hundred and seventy
three(173)booked trips per day for TripSpark PASS IVR Confirm/Cancel,CallBacks Software products,up to five thousand
(5,000)registered clients for TripSpark PASS-CERT Software,and up to ten(10)paratransit vehicles for TripSpark PASS
MON and PASS MDC Software products.
2. Third Party Runtime licenses,if required to operate the TripSpark Software,are not included.
3. Proposed software solution is designed for the Windows operating environments, with an ODBC database
infrastructure(the Transit Database)designed by and proprietary to TripSpark,as applicable.
4. Except as may be specifically required in the Agreement,the Licensee is responsible for purchasing hardware and any
other pre-requisite products.
5. Any software applications may be operated on any of the licensed workstations within a configuration approved by
TripSpark.Licenses for additional local or remote workstations may be purchased at the then current rates.
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EXHIBIT B
Maintenance Support Fees
Item Software Coverage Period Maintenance
Fee
1. TripSpark PASS January 1,2016 to $13,600.00
December 31,2016
2. TripSpark PASS SUS January 1,2016 to $2,400.00
December 3 I,2016
3. TripSpark PASS IVR January 1,2016 to $12,000.00
Confirm/Cancel, December 31,2016
CallBacks
4. TripSpark PASS- January 1,2016 to $4,220.00
CERT December 31,2016
5. TripSpark PASS MON January 1,2016 to $4,725.00
December 31,2016
6.
TripSpark PASS MDC January I,2016 to $750.00
December 31,2016
Note:
The above identified Software maintenance fees correspond to the time frame of January 1,2016 to
December 31,2016,only. For all subsequent maintenance support annaul renewals,Software
maintenance fees shall be subject to TripSpark's then current pricing.
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EXHIBIT C
As applicable
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Exhibit D: Vendor Remote Network Access Policy and Procedures
Purpose
The purpose of this policy is to ensure that a secure method of connectivity is provided between Augusta and the vendor and to
provide guidelines for the use of the network and computing resources associated with the remote connectivity in order to ensure
the safety,integrity,and operability of Augusta Information Systems.
Scope
This policy applies to all Augusta systems,application and/or servers/devices requiring support by external vendors on behalf of
Augusta.
Definitions
A Virtual Private Network(VPN)provides a secure network connection over the Internet between an individual and a private
network(164 bit encryption). By utilizing the public Internet for data transport,VPN provides a low cost solution to remote
access or connectivity.
Policy
A. Vendor Remote Access Request and Approvals
All requests for remote access for vendors must be made in advance through the Project Leader responsible for the vendor.
It is the Project Leader's responsibility to ensure that the vendor has provided all of the required information in the proper
format.
All vendor remote access requests must first have the Assistant Director of the Business Application Services signature for
approval as well as the Director of Information Technology.
As part of the request and approval process,the technical and administrative contact within the vendor's organization or
someone at a higher level within the company will be required to read and sign the VPN Access policy form and any
additional documents,such as the Augusta Non-Disclosure Agreement.
Once Vendor Remote Access has been approved,it is valid until changes in this policy or technology make it necessary,in
Augusta's estimation,to require a new form to be filed.
Remote Access will only be available to Vendors that have signed Annual Support and Maintenance Contracts with Augusta.
B. Connectivity
1. The vendor will be required to use Augusta's standard method for connecting to the network. The current standard
method is Cisco's VPN client.
2. The vendor will be given a unique user ID and password to authenticate the VPN access. The password may be subject
to regular changes.
3. Only one person may be connected to the VPN at any given time.
4. Access will be restricted to only the servers located in IT that were approved for the vendor.
5. Access will be restricted to only the ports necessary for connectivity.
6. Access will not be open 24/7. The vendor must request access every time it is necessary and only during business hours
of 8:30am—5:00pm EST. Access outside of these hours may be requested but will need additional approval and will
be handled on a case by case situation.
C. Vendor Request Process
1. The vendor will contact the Project Leader to request access.
2. The Project Leader is responsible for logging the request for access and justification in the change control log.
3. The Project Leader will document reason for access and email Firewall Administrators to have the VPN opened.
4. A firewall administrator will open the VPN and notify the Project Leader via email that it has been opened.
5. Once the vendor has completed their work and the application has been tested,they will notify the Project Leader that
the work is complete.
D. Network Security
I. Vendor will allow only the vendor's employees approved in advance by Augusta to access the network connection.
Vendor shall be solely responsible for ensuring that Authorized Vendor Employees are not security risks, and upon
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Augusta's request,Vendor will provide Augusta with any information reasonably necessary for Augusta to evaluate
security issues relating to any Authorized Vendor Employee.
2. Vendor will promptly notify Augusta whenever any Authorized Vendor Employee leaves the Vendor's employ or no
longer requires access to the Network Connection.
3. Each party will be solely responsible for the selection, implementation and maintenance of security procedures and
policies that are sufficient to ensure that(a)such party's use of the Network Connection is secure and is used only for
authorized purposes,and(b)such party's business records and data are protected against improper access,use, loss,
alteration or destruction.
4. Vendor shall notify Augusta in writing promptly upon a change in the user base for the work performed over the Network
Connection or whenever in vendor's opinion a change in the connection and/or functional requirements of the Network
Connection is necessary.
E. Protection of Augusta Private Information and Resources
The Augusta network support group responsible for the installation and configuration of a specific vendor connection must
ensure that all possible measures have been taken to protect the integrity and privacy of Augusta confidential information.
At no time should Augusta rely on access/authorization control mechanisms at the vendor's site to protect or prohibit access
to Augusta confidential information.
Augusta shall not have any responsibility for ensuring the protection of vendor information. The vendor shall be entirely
responsible for providing the appropriate security measures to ensure protection of their private internal network and
information.
F. Audit and Review of Vendor Network Connections
All aspects of the vendor network connections up to,but not including Augusta firewall,will be monitored by the appropriate
IT stag Where possible automated tools will be used to audit tasks. Monthly reports should be generated on the
authentication database showing the specific login entries.
All vendor network connections will be reviewed on a quarterly basis and information regarding specific vendor network
connection will be updated as necessary. Obsolete vendor network connections will be terminated following confirmation
with the Project Leader that the connection is indeed obsolete.
G. Augusta IT Security
Augusta IT Security has the responsibility for maintaining related policies and standards. IT Security will also provide
advice and assistance regarding judgment calls,and will facilitate information gathering in order to make a correct decision.
H. Enforcement
Any vendor found in violation of this policy will be subject to,but not limited to,loss of VPN privileges and other action up
to and including dissolution of contract and/or legal action if Augusta systems are compromised.
i. Delays by Augusta
Vendor won't be held responsible for delays addressing an issue that are the result of delays from Augusta personnel or
processes granting permission and the required access needed to investigate or fix the issue.Access to Augusta's systems
are required for multiple reasons and delays in providing access will result in additional delays by Vendor diagnosing and
addressing issues.
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AUGUSTA,GEORGIA SWLMA Trapeze Confidential
Page 13 01'13 2015