HomeMy WebLinkAboutC2005-070 - 2/22/2005 - ApprovedPadcom
SOIVYWARE LICENSE AGREEMENT
END USER
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and entered into this
o ~f~, 200~- (the "Effective Date") by and between Padcom, Inc. ("Padcom"), having corporate
off'les at 2(]05 City Line Road Suite 300, Bethlehem, PA 18017 and ,~1~"~/O~wc ~r-o, J t' ~ g"l-
("Licensee"), a corporation having offices at ILO ~ Ltgo~X.l'-~
RECITALS
A. Padcom is the owner o£ or has acquired rights to, the Software and Documentation (as defined
below).
B. Padcom desires to grant to Licensee and Licensee desires to obtain from Padcom a nonexclusive
license to use the So~ware and Documentation solely in accordance with the terms and on the
conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS.
1.1 "Designated Equipment" shall mean the number
of hardware product* identified on Exhibit "A" with
which the Soi~ware is licensed for use.
1.2 "Documentation" shall mean all manuals, user
documentation, and other related materials pertaining
to the Sol~vare which a~e furnished to Licensee by
Padcom in connection with the Sof~vare
1.3 "License Fee" shall mean the fees paid tbr use of
the Software as set forth in this agreement
1 4 "Software" shall mean the computer programs in
machine readable object code fom~ listed in Exhibit
"A" a~ached hereto and any' subsequent error
corrections or updates supplied to Licensee by Padcom
pursuant to this Agreement, exclusive of any third-
party software. Exhibit "A" may be amended from
time to time by the parties in writing.
2. GRANT OF RIGHTS.
The License granted for Soil:ware under this
Agreement authorizes Licensee on a nonexclusive
b~sis to use the Sofi'w~re on the number of primary
systems of Designated Equipment identified on
Exhibit A hereto for the license term set forth on
Exhibit A. The SoFtware shall be used only on such
primary systems if they are fully operational. If any
pr/mary system is not functioning, the Software may'
be used on a single backup system for that primly'
system.
Some devices listed on Exhibit "A" may' also include
software licensed by Padcom from third party
pmviders including Microsoft Licensing. Inc. or its
affiliates ("MS"). Licensee agrees to be bound by the
terms and conditions set forth on Exhibit "B" if any
such devices include the Microsoft SoFtware.
3. DELIVERY.
Padcom shall deliver to Licensee a ma~er copy of the
Sol~va~e licensed hereunder in object code form,
suitable for reproduction, in electronic files only.
4. MODIFICATIONS.
4.1 Padcom will provide Licensee with error
corrections, bug fixes, patches or other updates to the
Software licensed hereunder in object code form to the
extent available in accordance with Padcom's release
schedule for a period of ninely (90) days from the date
of shipment. Maintenance for the initial one (1) years
tbllowing the ninety (90) day initial period is set forth
200%070
02/22/05
M2005-067
in Exhibit A. This Agreement shall thereafter
automatically renew for successive one (I) year
periods for extended maintenance ("Maintenance")
following the expiration of the initial term unless
notification by either party sixty (60) days prior to the
end of the term. Maintenance, in the subsequent one
year time periods, is available at 20% of the then
current list price for Software directly from Padcom.
42 Licensee may, from time to time, request that
['adcom incorporate certain features, enhancemenls or
modifications into the Soflw~e. Padcom may, in its
sole discretion, undertake to incorporate such changes
and distribute the Software so modified to all or any' of
Padcom's licensees.
4.3 All such error corrections, bug fixes, patches,
updates or other modifications and enhancements shall
be the sole property of Padcom.
5. COPIES.
5.1 Except as specifically set forth herein, no
So,ware or Documentation which is provided by
Padcom pursuant to this Agreement in human readable
form, such as wrWten or printed document& shall be
copied in whole or in part by Licensee without
Padcom's prior wrinen agreement. Additional copies
of printed materials may be obtained from Padcom at
the charges then in effect.
5.2 Except as specifically set forth herein, any
Sol, ware provided in machine readable form may not
be copied by Licensee in whole or in par~ except one
copy for Licensee's backup or archive purposes.
Licensee agrees to maintain appropriate records of the
number and location of all copies of the Sol'ware and
make such records available upon Padcom's requesL
Licensee further agrees to reproduce all copyright and
other proprietary notices on all copies of the Software
in the same form and manner that such copyright and
other proprietary notices are originally included on the
SoFtware.
6. LICENSE FEES AND PAYMENT,
6 I In consideration of the license righta granted in
Article 2 above, Licensee shall pay the License Fees
or other consideration for the SoFtware and
Documentation.
Ali amoums payable hereunder by Licensee shall be
payable in United States funds without deductions for
taxes, assessments, fees, or charges of any kind,
Page I
Checks shall be made payable as noted in the invoice
recei'.'ed by Licensee. Checks for Maintenance in
subsequent years shall be payable to Padcom to the
attention of the Finance Department.
62 Licensee shall be responsible for paying all (i)
sales, use, excise, value-m:lded, or other tax or
governmental charges imposed on the licensing or use
of the Software or Documentation hereunder, (ii)
freight, insurance and installation charges, and (iii)
import or export duties or like charges.
7. PROTECTION OF SOF'I'%VARE.
7 I Licensee agrees to respect and not to remove,
obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice,
mark, or legend appearing on any of the Software or
output generated by the Software, and to reproduce
and include same on each copy of the Software.
7 2 Licensee agrees not to alter, modif>, reverse
engineer, disassemble, or decompile the Soltware, or
any portion thereof or apply arty process or technique
for the purposes of ascertaining the source code.
7.3 Licensee furlher acknowledges that all copies of
the Software in any form provided by Padcom or
made by Licensee are the sole properly of Pa&om
and/or its suppliers. Licensee shall not have any right,
title, or interest to any such Software or copies thereof
except as provided in this Agreement" and fi~rther shall
secure and protect all Software and Documentation
consistent with maintenance of Padcom's proprietary
rights therein.
8. CONFIDENTIALITY.
8.1 Licensee hereby acknowledges and agrees that
the Sotlware and Documentation constitute and
contain valuable proprietary products and trade secrets
of Padcom and/or its suppliers, embodying substantial
creative efforts and confidential intbrrnatinn, ideas,
and expressions~ Accordingly. Licensee agrees to treat
land take precautions to ensure that its employees
treat) the SoRware and Documentation as confidential
in accordance with the confidentiality requirements
and conditions set lbrth below.
g,2 Each party agrees to keep confidential all
confidential information disclosed to it by the other
party in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects
lhe confidentiality of similar information and data of
its own (at all times exercising ax least a reasonable
degree of care in thc protection of confidential
information); provided, however, that neither party
shall have any such obligation with respect to use of
disclosure to others not parties to this Agreement of
such confidential information as can be established to:
(a) have been known publicly; (b) have been known
generally in the industry before communication by the
disclosing party to the recipient; (c) have become
known publicly, without fault on the part of the
recipient, subsequent to disclosure by the disclosing
party; (d) have been known otherwise by the recipient
before communication by the disclosing party: or (e)
has been received by the recipient without any
obligation of confidentiality from a source (other than
the disclosing party) lawfully having possession of
such in [ormation.
8.3 Licensee acknowledges that the unauthorized
use, transfer or disclosure of the Software and
Documentation or copies thereof will (i) substantially
diminish the value to Padcom of the trade secrets and
other proprietary interests thai are the subject of this
Agreement; (ii) render Padcom's remedy at law for
such unauthorized use, disclosure or transfer
inadequate; and (iii) cause irreparable injury in a short
period of time. If Licensee breaches any of its
obligations with respect to the use or confidentiality of
the Software or Documentation, Padcom shall be
entitled to seek equitable relief to protect its interests
therein, including, but not limited to, preliminary and
pemmnent injunctive relief.
8.4 Licensee's obligations under this Article 8 will
survive the termination of this Agreement or of any
license granted under this Agreement for a term of
two (2) years following the date of termination.
8.5 The parties acknowledge that this Section 8 is
subject to Licensee's compliance with the Texas
Public Information Act, Chapter 552, Texms
Government Code, as may be amended.
9. LIMITED WARRANTY; SUPERIOR RIGHTS.
9.1 Except for the rights, if any of the Government
of the United States, as set forth herein below, Padcom
represents its belief that it is the owner of the entire
right, title, and interest in and to Software, other than
any licenses for third party software, if any. and that it
h~s the sole right to grant licenses thereunder, and thai
it has not knowingly granted licenses thereunder to
any other entity that would restrict rights granted
hereunder except ms stated herein.
9.2 Padcom warrants, solely for the benefit of
Licensee, that for a period of ninety (90) days ai%r the
shipment date of the Software (the "Warranty
Period"). the Software will operate in substantial
confomthy with thc Documentation and that during
such period Padcom, at its own expense, upon receipt
of written notice from Licensee, will, subject to the
provisions of this Section 9, make all corrections and
modifications necessary to the Sofi~,vare and each
component or portion thereof so that the Software will
so operate; provided, however, that Padcom will be
relieved [rom any obligations if Licensee does not
give Padcom prompt written notice of any Defect
claimed hereunder upon Licensee's first observation
of such Defect and if such delay of notice causes
additional degradation to the Sol. are,
9.3 Notwithstanding the warranty provisions set
forth in Section 9.2 above, all of Padcom's obligations
with respect to such warranties shall be contingent on
Licensee's use of the Software in accordance with this
Agreement and in accordance with Padcom's
instructions as provided by Padcom in the
Documentation, as such instructions may be mended,
supplemented, or modified by Padcom fi.om time to
time. Padcom shall have no warranty obligations with
respect to any failures of the Software which are the
result of accident, abuse, misapplication, extreme
power surge or extreme electromagnetic field.
SLA 041404 Page 2
9.4 Padcom's entire liability and Licensee's
exclusive remedy shall be, at Padcom's option, either
(a) return of the price paid or (b) repair 'ar repiacemetu
of the Software upon its return to Padcom: provided
Padcom receives written notice from Licensee during
the warranty period of a breach of w',u-ranty. Any
replacement Software will be warranted for the
re~nalnder of the original warranty period or thirty (]0)
days, whichever is longer.
9.5 Disclaimer of Warranties. PADCOM DOES NOT
REPP~ESENT OR WARRANT THAT ALL ERRORS
IN THE SOFTWARE AND DOCUMENTATION
WILL BE CORRECTED. THE WARRANIIES
STATED IN SECTION 9.2 ABOVE AR~ THE SOLE
AND THE EXCLUSIVE WARRANTIES OFFERED
BY PADCOM, /HERE ARE NO OTHER
WARRANTIES RESPECTING THE SOFTWARE
AND DOCUMENTATION OR SERVICES
PROVIDED HEREUNDER, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO
ANY WAKII. ANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE, EVEN IF PADCOM
HAS BEEN INFORMED OF SUCH PURPOSE. NO
AGENT OF pADCOM IS AUTHORIZED TO
ALTER OR EXCEED THE WARRANTY
OBLIGATIONS OF PADCOM AS SET FORTH
HEREIN.
9 6 LICENSEE ACKNOWLEDGES AND AGREES
THAT THE CONSIDERATION WHICH PADCOM
IS CHARGING HEREUNDER DOES NOT
INCLUDE ANY CONSIDERATION FOR
ASSUMPTION BY PADCOM OF THE RISK OF
LICENSEE'S CONSEQUENTIAL OR INCIDENTAL
DAMAGES WHICH MAY ARISE IN
CONNECTION WITH LICENSEE'S USE OF THE
SOFTWARE AND DOCUMENTATION.
ACCORDINGLY, LICENSEE AGREES THAT
PADCOM SHALL NOT BE RESPONSIBLE TO
LICENSEE FOR ANY LOSS-OF-PROFIT,
INDIRECT. INCIDENTAL, SPECIAL. OR
CONSEQUENTIAL DAMAGES AKISING OUT OF
THE LICENSING OR USE OF THE SOFTWARE
OR DOCUMENTATION Any provision herein to the
contrary notwithstanding, thc maximum liability of
Padcom to any person, firm or corporation whatsoever
arising out of or in the connection with any license,
use or other employment of any SolSware delivered to
Licensee hereunder, whether such liability arises from
any claim bmsed on breach or repudiation of contract,
warranty, tort or othenvise, shall in no case exceed the
actual price paid to Padcom by Licensee for the
Software whose license, use, or other employment
gives rise to the liability. The essential purpose of this
provision is to limit the potential liability of Padcom
arising out of this Agreement. The parties
acknowledge that the limitations set forth in this
Article 9 are integral to the amount of consideration
levied in connection with the license of the Sol'ware
and Documentation and any services rendered
hereunder and that, were Padcom to assume any
further liability other than ms set forth herein, such
consideration would of necessity be set substantially
higher.
I0. INDEMNIFICATION
10.1 Pa&om shall indemnify, hold harmless and
defend Licensee against any action brought against
Licensee to the extent that such action is based on a
claim that the unmodified Software, when used in
accordance with this Agreement, infringes a United
States copyright and Padcom shall pay all costs,
settlements and damages finally awarded; provided,
that Licensee promptly notifies Padcom in writing of
any claim, gives P'adoom sole contan[ of the defense
and settlement thereof and provides all reasonable
assistance in connection therewith. If any Soft[ware is
finally adjudged to so infringe, or in Padcom's opinion
is likely to become the subject of such a claim,
Padcom shall, at ils option, either: (i) procure for
Licensee the right to continue using the SoP~wm'e, or
(ii) modify or replace the Software to make it
noninffinging upon the return of the Sollware. Padcom
shall haYe no liability regm'ding any claim arising out
of: (a) use of other than a currenl, unaltered release of
the Software unless the infringing portion is also in the
then current, unaltered release, (b) u~ of the Software
in combination with non-Padcom software, data or
equipment if the infringement was caused by such use
or combination, (c) any modification or deriYalion of
the Software not specifically authorized in writing by
Pedcom or (dj use of third pmly software. THE
FOREGOING STATES THE ENTIRE LIABILITY
OF PADCOM AND THE EXCLUSIVE REMEDY
FOR LICENSEE RELATING TO INFRINGEMENT
OR CLAIMS OF INFKINGEMENT OF ANY
COPYRIGHT OR OTHER PROPRIETARY RIGHT
BY THE SOFTWARE.
10.2 To the extent allowed by Texas law, except for
the foregoing inPringement claims, Licensee shall
indemnify and hold harmless Padcom, officers, agents
and employees from and against any claims, demands,
or causes of action whatsoever, including without
limitation those arising on account of Licensee's
modification or enhancement oI the SoI:tware or
otherwise caused by, or arising out of, or resulting
from. the exercise or practice of the license granted
hereunder by Licensee, its sublicensees, if any, its
subsidiaries or their officers, employees, agents or
representatives
I 1. DEFAULT AND TERMINATION.
Ill This Agreement may be terminated by the
nondefaulting party, if any of the following events of
dei~aub occur: (i) ii' a pm-ty materially fails to perform
or comply with this Agreement or any provision
hereof; (ii) if either party falls to strictly comply with
the provisions of Section 8 (Confidentiality) or makes
an assignment in violmtion of Section 13
(N0nassignability); (iii) if a party becomes insolvent
or admits in writing its inability to pay its debts ~
they mature, or makes an assignment for the benefit of
creditors; (iv) if a petition under any foreign, state, or
United States bankruptcy act. receivership statute, or
the like, ~ they now exist, or as they may be
amended, is filed by a party; or (v) if such a petition is
SLA 041404 Page
fit
filed by any third parry, or an application for a
receiver is made by anyone and such petition or
application is not resolved favorably within ninety
(90) days.
Il.2 Termination due 'to a material breach of
A~LiCles 2 (Grant of Rights), 5 (Copies), 7 (Protection
of Software), or 8 (Confidentiality) shall be effective
on notice In all olher eases, termination shall be
effective thirty (30) days aflrer notice of termination to
the defaulting party if the defaults have not been cured
withi~ such thirty (30) day period.
113 Within ten (10) days after termination of this
Agreement, Licensee shall cease and desist all use of
thc Sol~var~ and Documentation and shall return to
Padcom all full or partial copies of the Software and
Documentation in Licensee's possession or under its
control.
12. NOTICES.
All notices, authorizations, and requests in connection
with this Agreement shall be deemed given (i) five
days aflLer being deposited in the U.S mail, postage
prepaid, certified or registered, return receipt
requested; or (ii) one day after being sent by overnight
courier, charges prepaid, with a confirming fax; and
addressed as first set £orth above or to such other
address as the party to receive the notice or request so
designates by written notice to the other.
13. NONASSIGNABILITY.
Licensee shall not assign this Agreement or its rights
hereunder without thc prior wrillen consent of
Padcom.
14. GOVERNING LAW; JURISDICTION AND
VENUE.
The validity, interpretation, construction and
performance of this Agreement shall be governed by
the laws of the State of Tex~s, Neuces County,
Pennsylvania or, if there is federal 3urisdiction, the
United States District Court for the Southern District
of Texas shall have exclusive jurisdiction and venue
over any dispute arising out of this Agreement, and
Liceusee hereby consents to the ,jurisdiction of such
court, s.
15. GOVERNMENT CONTRACTS.
If the Software or Documentation to be furnished
hereunder are to be used in the performance of a
government contract or subcontract, the software shall
be provided on a "restricted rights" basis only and
Licensee shall place a legend, in addition to applicable
copyright notices, in the form provided under the
governmental ragul~tions. Padcom shall not be subject
to any flowdown provisions required by the
governmental customer unless agreed to by Padeem in
writing
16. SEVERABILITY.
If any provision of this Agreement shall be held by a
court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain
in full force and effect.
17. MISCELLANEOUS.
'[his Agreement and its exhibits contain the entire
understanding and agreement between the parties
respecting the subject man:er here, off This Agreement
may not be supplemented, modified, amended,
released or discharged except by an instrument in
writing signed by each parly's duly authorized
representative. This Agreement may not be modified
by the acceplance of a purchase order with conflicting
terms: in such event the terms of this Agreement shall
control. All captions and headings in this Agreement
are for purposes of convenience only and shall not
affect the construction or interpretation of any of its
provisions. In addition to any provisions thai survive
by ,.'irtue o[ their terms, Sections 4, 7, 9, 10, I I of this
Agreement shall survive any termination or expiration
of this Agreement and shall at all times continue to
bind thc parties and their legal representatives,
successors, transferees and assigns, Any waiver by
either party of any default or breach hereunder shall
not constitute a waiver of any provision of this
Agreement or of any subsequent default or breach of
the same or a different kind.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Agreement as of the date first set forth above,
Date: ~-e.h~"~v.,c~ I ~,, 2~
\
Licensee
Title:
Date: '~.,
SLA 041404
ITl-
.~'l~r:
Lisa Aguilarf~
As~tant City
For City Atb3meY
SLA OI1404
rrr Pagc 5
EXHIBIT A
ROAM
Customer:
Billln; Addreaa:
Ci~' of Corpus Chdstl
1201 Leo~ard S~t
Cor~s Chris'd, Texas 76401
Date:
Conlact Name:
Ruu YounR
Contact Phon~ #:
'::.:~.,: · ' '"' · :. .?~ ~=".-""~'" . . .' ~ . ..'~'~'~"--Wgi. . .,... ...... ... .
.-.,~.... ,~..,.,.....,,. · .,. ,...... ......... . ................. ..; ..... .. ;..,. :,,.... i;::'.:~;~:~ ~.~+ .~
PTR-GTWY TotalRoam Gateway 1
N/A
PTR-MCS,.CLNT MCS C~iente 168
...... '. .~;~...',.':..,:.' .:'. ::' ." .".'~-=~* . .
MNT-PTR-001Y Maintenance
Note~:
TotalRoarl'~] Software Systems include 4 hours of telephone-based installation suppod from
Padcom to Licensee.
Term. The Jicense of any Software provided by Padcom is effective until terminated. Termination of
the license wilJ occur, as noted in Sectio~ 11 of the Software License Agreement, if you fail to
comply with any term or condition of the Software License Agreement or if you elect ko terminate the
license for any reason. Upon termination, you agree lo promptly return all copies of the Software,
including backup copies and documentation, to your Provider. This license shall satire termination
of this Software License Agreement for any reason.
SLA 041404 page 1
EXHIBIT B
Microsoft End User License Agreement (EULA)
You have acquired an item ("DEVICE") that includes software licensed by Padcom, Inc. from
Microsoft Licensing Inc. or its affiliates ("MS"). Those installed so~vare products of MS origin, as well as
associated media, printed materials, and "online" or electronic documentation ("SOFTWARE") are
protected by copyright laws and international copyright treaties, as well as other intellectual property laws
and treaties. The SOFTWARE is licensed, not sold.
IF YOU DO NOT AGREE TO THIS END USER LICENSE AGREEMENT ("EULA"), DO NOT
USE THE DEVICE OR COPY THE SOFTWARE. INSTEAD, PROMPTLY CONTACT PADCOM, INC.
FOR INSTRUCTIONS ON RETURN OF THE UNUSED DEVICE(S) FOR A REFUND. YOUR
OPENING OF THE BOX IN WHICH THE DEVICE WAS SHIPPED, ALONG W1TH ANY USE OF
THE SOFTWARE, INCLUDING BUT NOT LIMITED TO USE ON THE DEVICE, WILL
CONSTITUTE YOUR AGREEMENT TO THIS EULA (OR RATIFICATION OF ANY
PREVIOUS CONSENT).
· GRANT OF LICENSE. The SOFTWARE is licensed, not sold. This EULA grants you the
following rights to the SOFTWARE:
You may use the SOFTWARE only on the DEVICE.
NOT FAULT TOLERANT. THE SOFTWARE IS NOT FAULT TOLERANT. PADCOM HAS
INDEPENDENTLY DETERMINED HOW TO USE THE SOFTWARE IN THE DEVICE, AND MS
HAS RELIED UPON PADCOM TO CONDUCT SUFFICIENT TESTING TO DETERMINE THAT THE
SOFTWARE IS SUITABLE FOR SUCH USE,
NO WARRANTIES FOR THE SOFTWARE. THE SOFTWARE is provided "AS IS" and with all
faults THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND
EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. ALSO, THERE IS NO
WARRANTY AGAINST INTEREERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR
AGAINST INFRINGEMENT, IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE
DEVICE OR THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE
NOT BINDING ON, MS.
NO Liability for Certain Damages. EXCEPT AS PROHIBITED BY LAW, MS SHALL HAVE NO
LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENT/AL OR INCIDENTAL DAMAGES
ARISING FROM OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE.
THIS LIMITATION SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL MS BE LIABLE FOR ANY AMOUNT IN EXCESS OF U.S. TWO HUNDRED
FIFTY DOLLARS (U.S.$250.00).
Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse
engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation.
soFrWARE Transfer allowed but with restrictions. You may permanently transfer rights under
this EULA only as part ora permanent sale or transfer of the Device, and only if the recipient agrees to this
EULA. lfthe SOFTWARE is an upgrade, any transfer must also include all prior versions of the
SOFTWARE.
EXPORT RESTRICTIONS. You acknowledge that SOFTWARE is subject to
U.S. export jurisdiction. You agree to comply with all applicable international and
national laws that apply to the SOFTWARE, including U.S. Export Administration
SLA 041404 Page 7
FIT
Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and
other governments. For additional information see http://www, microsofl.comJexporting/.
SLA 041404
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Padcom Reference Account Program
Padcom has created a Reference Account Program (RAP) to establish reference or
beacon accounts within each RSM territory. In exchange for discounted pricing on
products, services and maintenance, the customer will serve as reference for Padcom
sales and marketing efforts.
The City will be requested to participate in various public relations, marketing and sales
support events. All such requests must first be reviewed and approved by the City
Director of Municipal Information Systems. The parties acknowledge that the City may
decline to participate in an event for any reason. The City Director of Municipal
Information Systems shall identify to Padcom the City employee(s) who will assist
Padcom with a particular reference event.
As such, the City of Corpus Ckristi has been extended a Reference Account Program
discount in exchange for committing to the following marketing activities:
PR: The City of Corpus Ckristi will not be required to support all of the following and
Padcom will be respectful of the City's time.
· Customer Quote in a Press Release
· Case study/solution profile
· Participate in web seminar
· Participate in local, regional and national trade shows and/or industry seminars
o Padcom to pay travel and living expenses
o 60 days advance notice to be provided
· Ability to speak to media/industry analysts
Marketing Collateral:
· Agree to customer quote on marketing collateral and website
Sales Sul~l~ort:
· Serve as reference account for potential customers
· Be identified as a "reference customer" on Padcom RFP responses
· When possible, host on-site visits to demonstrate Padcom products
This Agreement may be terminated by the City at any time for any reason, with or
without cause by sending notice to: PADCOM, Inc.
2005 City Line Avenue
Suite 300
Bethlehem, PA 18017.
Agreed to and Accepted by:
PADCOM, INC.
By:
Title:
TI-m ClT~ C~OI~¢~U S ClmSXI
Title:.
Date: