HomeMy WebLinkAboutC2007-411 - 11/8/2007 - NA'~~; Laver One
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e-Admire MANAGED IT SERVICES PROPOSAL
Exhibit A
The Layer One Networks 1Norkstation Managed Services program provides affordable
proactive IT management and support to growing businesses Utilising our unique
framework for providing managed services, Layer One Networks provides a range of
proactive services to keep your computer systems up and running and your people
and business productive.
y~tenl A~ministra#ion Based ~n Your Business Needs
Our goal is to serve ~ your technology parkner with a focus on providing solutions,
1Ne use a consultative approach to evaluate your business and technology needs and
then advise on the best solutions for your currant and future Hoods, layer One
Networks can save your organization time and money through better use of
appropriate technologies.
Fes#~res
• Site Assessment and Inventory
• Proactive Service
• Management and Status Reporting
• Best Practice Driven
Automated and Reliable
Benefits
Reliability
Security
~ ~onsi~tency
• Productivity
• host Management and ontral
Performance
• Managed Expansion and Growth
Managed Infrastructure Services
Our managed infrastructure service provides your organisation with ~ virtual Network
Administrator, Our certified engineers will assist your company in managing,
monitoring and troubleshooting all critical network devices, maintaining network
security, troubleshooting Internet connectivity issues, etc.
On-going Managed Services include:
• DNS Management (External)
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~ FTP Hosting Support External}
Laker one Networks
• Internet Cvnnectian Support
• Internet Router~Firewali
Management
• Layer ~J3 Switch Management
• License Cary pl lance checks
Managed Workstation Services
• Network Security
• Network Traffic Analysis
• 11PN Management
• web Hosting Support External}
Daily workstation support issues carve away at the productivity of your staff. Dur
managed workstation service frees your staff Pram computer related concerns sa
they can concentrate an doing what they da best. Each managed workstation is
proactively managed and monitored, sa we can often resolve productivity affecting
issues before they cost your company last revenue
~n-going Managed Services include;
~ Application Deployment
• Application Addition and
change Notification
• Application Log Monitoring
• Bandwidth Usage Tracking
~ Daily System Audits
• Desktop Policy Enforcement
• Disaster Recovery
Disc Space Monitoring
End User Support Portal
• Event Lag Monitoring
• File System Permission
Administration
~ Hardware and Snfkware
Inventory
* Hardware change Notification
• Management Reports
• Patch Management
• Performance ~lanitoring
• Security lag Monitoring
' Spyware Removal
• System Log Monitoring
• Unlimited 24-Hour Telephone
Suppart*
• Unlimited ~n-site Support*
• Unlimited Remote ontroi
Suppart*
• User Account Adnninistratian
User Login and Rights Auditing
Virus Protection Management
* Reference Section ~.3 of the Managed Services Agreement far specific details
Managed Server Services
Rest assured that your servers and critical data are being managed and monitored
by our certified engineers we will monitor your server backup event ~agsr and
hardware far errors. critical patches far the Operating System, SQL, Exchange, Z~S,
etc, will be kept up-ta-date. Security will be adjusted as necessary to protect against
new and emerging threats ~n addition, with our Disaster Recovery service, should
your system crash due to virus, spyware, ar hardware failure, we wil! get your
system back online at our expense!
Basic Managed Services include,
• Application Deployment Daily System Audits
Application Addition and ~ Disaster Recovery
change Notification ~ Disk Space ~lanitoring
Application Log Monitoring ~ End User Support Portal
• Bandwidth Usage Tracking Event Lag Monitoring
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• File System Permission
Administration
~ Firrr~ware Management
• ~lardware and Software
inventory
• Hardware change Notification
• Management Reports
• Performance Manitarrng
• Security Lag Monitoring
• ~ Patch Management
• Service Monitoring and
Natificatian
• Spyware Removal and
Management
• System Log Monitoring
• Unlimited ~4-Haar Telephone
Support**
• Unlimited On~site Support**
• Unlimited Remote Control
Support~`*
• User Account Administration
anon-AD}
• User Login and Rights Auditing
• Virus Protection Management
Enhanced Managed Services include all of the benefits of the Basic services, plus
• Active Directory Administration
• Backoffice Patch Management SQL Serlrer, Exchange, IIS, etc}
~ Exchange Server Administration
• Policy Enforcement
• SQL Server Administration
Premium Managed Services include alb of the benefits of the Basic and Enhanced services,
plus;
• Cluster Server Administration
• Terminal Server Administration
* Reference the Disaster Recovery Guarantee section in Exhibit A for specific cletail
** Reference Section ~,3 of the Managed Services Agreement i:ar specific details
On-Side Service
Unlike most Managed Service Providers, Layer One Networks can provide an-site support for
your network, workstations and servers This means that in addition to providing
outstanding remote support, we can also:
• Setup and deploy new systems and services
• Assist in hardware failure determination and resolution
• Assist in hard rare maintenance as required
• Assist in IT project management and budgeting
All on-site services are provided with documented response times, Same services not
covered by this agreement nay incur additiana~ charges when used.
T~~r~-~r~ ~ftw~re ~u~~rt Coor~ir~~t~or~
As an added service, Layer One Networks will provide support coordination far third party
sofltware applicatlons~ Let us remove the burden of speaking "tech talk'r with your third-
party vendors.
Fe~tur~s
• You have one number to call for Issues with applications and vendors
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~ INe act as a technical liaison to vendors
• we track issues through resolution
Ben~f its
• one paint of contact -easy to remember and hand off for all aspects of the issue
• Consistent communication -helps to expedite a resolution
• Increased efficiency -~ you do not have to wait on-line with vendor representatives to
resolve issues
Disaster Recovery Guarantee
Layer One Networks guarantees in the event of a hardware failure, an ~ security
exploitation, or a virus infection That you will not be billed for the labor required to restore
your server to the point provided by the last good and ovailable backup.
Qual~ficat~ons
~n order to qualify for Layer One Networks Disaster Recovery Coverage, your environment
must comply with the following requirements, Please initial next to each item to indicate
that the requirement has been explained to you, and that you can comply with the
requirement:
Initials Re uirement
stem hardware is under current warren covers a from vendor
system operating system is Vvindows ~00~~2g03 server or Windows
~~4~ xP~Vista
Network is rotected b a hardware-based firewall No ICS or BRAS
system Pilo-system and email-system cif applicable} is protected by
licensed and u -to-date virus rotection softvuare
stem is connected to a workin UPS
~ stem is ONLY administered b La er One Networks ersonnel
Client has an adequate and functional on-site backup system. There is
an err~ployee onsite that is responsible for changing the backup tape
doll .
system has an adequate amount of hard disk storage There must be a
~;1 ratio of free hard disk space to used hard disk space in each
mans ed s stem.
Layer One Networks is permitted to take reasonable measures to
ensure the security of the managed systems}, Measures may include
defining permitted business applications, restricting user access to
unnecessary functions, limiting the attack profile of servers and
workstations etc.
Recovery coverage asu~res data integrity on the clientrs backup media. Layer One
Networks does not guarantee the integrity of the backups or the data stored on the backup
media. Under this coverage layer One Networks will restore the system to the point of the
last successful backup, If the system or its applications require additional configuration
beyond the data provided by the latest backup, Layer One Networks will bill this porkion
according to the rates published in Exhibit B. client provides all software installation media
and key codes in the event of a failure.
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Disaster Recovery service ~xclu~ions
layer one NetworlCS reserves the right to bill for labor incurred during ~ system recovery if
circumstances surrounding the custarr~er's system failure rr~eet the fallowing qualifications in
whole or in part;
a. ustorr~er fails to adhere to ail of the requirements outi~ned in the above
'`qualifications" section
b. Environmental failure events that render hardware unusable
c, Force Niajeure events beyond Layer Qne Networks reasonable control, including but not
limited to Acts of hod, government regulation, labor strikes, natural disaster, and national
emergency,
d. Any act or omission on the part of any third party other than Layer one Networks.
offsite Replication
As an add-on service, layer one Networks can provide periodic affsite replication of critical
backup infarrr~atian, Replicated data uvill be stored remote#y in our secured datacenter.
Ninny times, back tapes are stared right next to the server that they are meant to protect.
This makes the media susceptible to the same data loss risks as the server. Fire, flood,
excessive heat, theft, etc., can limit your ability to recover #n the event of an emergency,
while taking backup tapes offsite is one possible solution to this problem, we have found
that it is not done consistently. Let our automated offsite replication service take care of the
problem so you don't have to,
Scheduled Maintenance Windows
layer one Networks will regularly install patches and critical updates to your systems to
help ensure that you are guarded against the latest vulnerability threats. For many of these
updates to be installed properly your system must be restarted, Layer one Networks will
restart your systems, as necessary, between our regular maintenance window of ~1PM and
SAM Sunday through Saturday, ~f the expected downtime is greater than ~5 rninutes then
Layer one Networks Managed services staff will contact you to inform you of the outage,
You reserve the right to request that Layer one Networks reschedule the outage to align
with your business reeds,
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Exhibit ~
Fee Schedule €or Managed Services
Managed Services Rates {Per Month):
Ynfrastructure: $158.00
Basic server: 158, 0D
Enhanced server. ~5g,00
Prerniurn erver~ $~~0,00
vl~orkstation: X40,40
Offsite Replicat~an: ~5 for first 25GB J 1 each additional 1CB
Initial Count:
Ynfrastructure ites~ 1
Basic servers:
Enhanced Servers ~
Premium servers; 4
w~rkstatiar~s; 4
Offsite Replication: 0
one-time fees:
Managed services Setup: 0
Offsite Replication et~p ~ $0
Monthly Charge: 250.00
Layer Ore Networks will provide Client with the e~Adrr~in Managed Services as defined in
Exhibit A,
As part of this Agreement layer One Networks will provide a dedicated technical account
manager whose responsibility will be to work with Client management to deterrn~ne an
appropriate technology strategy for Client and to meet with Client management on service
level acceptability, current issues and to plan proactive worl~ an an agreed upon periodic
basis
Exclusions:
Layer One llietworks offers a variety of services in addition to the a-Admin Managed
Services. such services are outside the scope of this contractf and will incur separate
charges far each use. A few examples of services that are not covered are:
• Cost of new or replacement hardware, sofltware, cabling, equipment and third party
services that may be required to perform services under this agreement.
« Projects requiring a significant amount aftime and resource scheduling on the part
of Layer One Networks. Client will be quoted a price for such projects prior to the
start of any work, and all project work will be billed separately.
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Disaster recovery of devices that failed to meet the requirements far the Disaster
Recovery guarantee outlined in Exhibit A,
• After hours work on managed systems that is not classified as an emergency
Setup of new systems not yet covered by this agreement
• Support of systems not coved by this agreement prior to the problem occurring
fee chedul fvr Excluded Services:
bevel 1 uppart ~ $~~~~haur
IJevel 2 support ~ $fl~lhaur
After Hours Service ~~ Add 0%
Emergency ~erv~ce '~'~ ~~~ ~°~0
Minimum Billing for Emergency service Z Hours
Minimurrx Billing far Phone support ~~ 1Viin,
M~n~mum Bil11n~ for E-mail Support Half hour
1Vlinirnurr~ Billing far ~n-bite service one hoax
Dedicated Prolect 1Vlanager Included
Priority Response Time far Emergencies Included
~Suppart Ie~rel is determined by the skill level required to complete a given service request
andlar the experience level of the Enzneer assigned to Maur service request. Note that calks place
bar ~ Customer ~lth 1n-house IT support personnel mill be billed at our Eevel Z support rate,
Billing begins ante an Engineer is in route to the jobsite, and ends once helshe has left the
j obsite.
~~`After Hours Service is outside of nnrrr~al business hours ~-F, S am - 5 pm} Emergency
service is when service is required with less than four hours notice.
Terms
beginning an the Effective Date of this agreement, client will be billed according to the
above-stated payment schedule for applicable fees at the end of each month, Monthly
service average charges and hardware~saftware casts, if any, shall be billed monthly. Any
amount due tQ Layer one I~etw~rks under this Agreement shall be payable according to the
terms listed on the invoice without withholding, deduction or offset of any amounts far any
purpose.
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Layer one Networks
MANAGED EI~VIE AGREEMENT
This Managed services Agreement ~"Agreement"} dated this fst day of November, 2~a7
the "Effective Date"~, is between Layer one Networks, a Texas Corporation, having its
principal affixes at 5fi01 PID, ate D3~~, Corpus Christi, Tx 7841, and City of Carpus
Christi; E-government services, with principal affixes at 101 Leopard fit., 1st Floor, Carpus
Christi, TX, 784x1 ~"Clientr'}~ Layer one Networks and Client agree as failows;
i.~ Purpve and cop
Client desires to outsource the maintenance and support far its information technology
infrastructure. Layer one Networks shall provide Client with IT Managed services, as rr~ore
specifically defined below, which shall include regular remote network management, and
bath remote and an-site technical assistance as necessary.
~.~ services
~,~ Description of Managed services is outlined in Exhibit A,
2,~ work excluded under this agreement is outlined in Exhibit 8
~~3 Hours of service,
Layer one Networks' services will be available from 8;0~ a.m. to 5;0 p.m. central standard
time, Monday through Friday, Layer one Networks is closed on Federal Halidays~ After
Hours service is not covered under this agreement, but is available according to the rates
published under Exhibit E, Emergency service is when service is required with less than four
hours notice, Emergency service is provided far systems covered by the Managed services
Agreernent at na at~ditianal charge. Examples of valid emergency issues are server down,
InternetJnetwark down, email not flowing, etc, Examples of services not considered to bean
emergency are new system installs, application installations, etc.
~~4 Response Times
a. {4~ hour initial response for after-hour emergency services. Emergency service is
characterized as involving a mission-critical functian~
b. {~} business-hour initial response far emergency on-site support services. Emergency
service is characterised as involving omission-critical function,
c. 8} bus#ness-hour initial response for non-critical support services
~.5 Escolatian Policy
Unless it is immedioteiy clear that a service call requires on-site service, Layer Qne
Networks will treat each service call os a remate service call houid Layer one Networks be
enable to resolve the issue remotely within a reasonable period of time, an engineer will be
dispatched according to the response times described in section ~.4 abave~
3.~ Client Reponsi~i~ity
.i Client is required to conform to the fallowing criteria:
a. Aliaw the installation of managed service software on Ciient's network as necessary to
allow far the perforrnonce of the services contemplated in this agreement.
b. Have adequate back-up hardware and software.
c. Have current anti-virus software.
d. Provide configuration and proper ownership dacumentatian as necessary for hardware
and saftwa re.
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e. Immediately alert Layer one Networks concerning any third party activity on Client's
network or hardware, ar the addition by a third party of additional hardware or software to
Client's systems.
f, Allow Layer one Networks to take reasonable measures to ensure the security of the
managed systems}. Measures may include defining permitted business applications,
restricting user access to unnecessary functions, limiting the attack profile of servers and
workstations, etc.
4,D service charges
~, ~ Client agrees to pay Layer one Networks fees in accordance with the schedule and
pricing set forth in Exhibit B to this agreement, as rnadified from time to time by the parties
in writing.
~.~ Term and Termination
5. ~ Term .
Upon execution of this Agreement by the parties, the prior agreement between the parties
shall terminate, This Agreement shall commence upon execution by Client far a term of one
year, This Agreement may be continued for an additional one year period upon v~rritten
agreement of the parties. Under no circumstances shall funds paid during acne-year period
of this Agreement exceed 54,000
5.~ Termination.
a. Client may terminate this agreement at any time with 34 days written notice to Layer
one Networks. Hov~everr Client agrees that the provision of the services under this
agreement requires the application of significant Layer one Illetworks resources to
investigate and catalogue Client's network, so that termination prior to the end of the
contract period would result in a significant lass to Layer one Networks, In the event of
early termination, client will be charged for all service due through the end of the current
term, unless termination is due to breach by Layer one Networks. Calculation of the
termination fee is done by taking and average of the monthly billing since the beginning an
the contract, and multiplying it by the number of months left in the current term.
b. In the event of non-conformance of the response times as outlined in Paragraph 2 of this
agreement, Client must notify Layer one Networks in writing within 3 days of the nan~
conforming event Layer one Networks has 14 business days to take corrective measures to
ensure response times are met. Yf Layer Cne Networks fails to implement corrective
measures vtirithin the ~.~ day period, Client may terminate this agreement with written notice
to Layer one Networks far non-conformance.
c. Layer one Networks may immediately terminate this agreement in the event Client fails
to perform its obligation far payment of invoices pursuant to this Agreement. In such event,
Layer Cne Networks shall have the right to recover far all services performed prior to the
date of termination, Client shall be liable far all costs of collection including reasonable
attorney's fees incurred by Layer Dne Networks to enforce its rights under this Agreement.
5.~ Effect of Termination,
Upon termination of this Agreement each party shall return or destroy, at the direction of
the other party, all the other party's Confidential ~nforrnation in its possession,
6.0 Indemnities ~r~d Limitations Df Liability
~.1 Infringement Claims,
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Subject to the limitations set forth in Section 7., Layer One Networks agrees to indemnify,
defend end hold the Client, its officers, employees and agents, harmless against any action
to the extent that such action is based upon a claim that the software ar confidential
ir~farmation provided by Layer One Networks infringes upan the intellectual property rights
of any third party,
~,~ Third Party Indemnification of Layer One Networks.
a. layer One Networks covenants to fury indemnify, save, and hold har~rriless the City of
Corpus Christi, its officers, employees, and agents ~"inderr~nitees"} from, and against, all
claims, demands, actions, damages, losses, costs, liabilities, expenses, and judgments
recovered from or asserted against City on account of injury ar damage to person
including, without limitation on the foregoing, workers' compensation and death claims}, or
property loss or damage of any kind whatsoever, to the extent any damage or injury may
be incident to, arise out of, be caused by, or be in any way connected with, either
proximately or remotely, wholly ar in park, an act or omission, negligence, or misconduct
on the part of Mayer One Networks or any of its agents, servants, employees, contractors,
patrons, guests, licensees, subcontractors, under this Agreement; including any injury ar
damage resulting, proximately or remote#y, from the violation by Layer One Networks of
any law, ordinance, or governmental order of any kind;
b. Layer One Networks covenants and agrees that if the City is made a party to any
litigation against Layer One Networks ar any litigation commenced by any party, relating to
this Agreement, Layer One Networks shall, upan receipt of reasonable notice regarding
commencement of litigation, at its awn expense, investigate all claims and demands, attend
to their settlement or other disposition, defend the City to all actions with counsel
acceptable to City, and pay all charges of attorneys and all other costs and expenses of any
kind arising from any liability, damage, loss, claims, demands, and actions.
fi, ~ Procedures.
All indemnification obligations under this Section 7,g shall be subject to the following
requirerr~ents; ~a~ the indemnified party shall provide the indemnifying party with prornpk
written notice of any claim; ~b~ the indemnified party shall permit the indemnifying parley to
assume and control the defense of any action upon the indemnifying party's written
acknowledgment of the obligation to indemnify sunless, in the ap~nian of counsel Qf the
inderrfnified party, such assumption would result in a material conflict of interest}; and ~c}
the indemnifying parley shall not enter into any settlement or compromise of any claim
without the indemnified party's prior written consent, which shall not be unreasonably
withheld, In addition, the indemnified party may, at its awn expense, participate in its
defense of any claim, In the event that the
indemnifying party assurrres the defense of any such claim, the indemnifying party shall
have no liability for attorney's fees and casts incurred by the indemnified party.
~.4 Liability
Layer One Networks DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH
HEREIN, INCLUDING ANY LIABILITY FOR SERVICES NOT BEING AVAILABLE FOR USE OR
1=0R LOST OR CORRUPTED DATA OR OFTINARE, OR THE PROI~ISION OF SERVICES AND
SUPPORT. Layer One Networks VIIILL NOT BE LIABLE FOR LOST PROFIT, LOSS Oi=
BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
THIRD PARTY EXCEPT AS ExPRESSLY PROVIDED HEREIN. CLIENT AGREES THAT FOR ANY
LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Layer One Networks
I NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE
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DOLLAR AMOUNT PAID ~Y CLIENT FOR THE PURCHASE OF ERVICE UNDER Ti,1I
AGREEMENT CLIENT ACl~iVOWLEDOE THAT Layer One Networl~s ~UOULD NOT ENTER INTO
THIS AGREEMENT WITHOUT THEE L~MxTATION ON LYABILITY~
~.~ onfidential~ty
7'.1 cape of Obligation,
In connection v+~ith the Services performed under this Agreement, the parties may have
access to the other party's Confidential Information. "Confidential Information" moans non-
public infarrnatian that the disclosing party designates as being confidential or which under
the circumstances surrounding disclosure ought to be treated as confidential and
infarrnatian received from others that the disclosing party is obligated to treat as
confidential, Confidential Information includes, without limitation, information relating to the
disclosing party's software or hardware products which may include source code, data files,
dacurnentatian, specifications, databases, networks, system design, file layouts, tool
combinations and development methods, as v+tell as, infarrnation relating to the disclosing
party's business or financial affairs, which may include business methods, marketing
strategies, pricing, competitor information, product development strategies and methods,
Client lists and financial resultst Confidential Information includes all tangible materials
which contain Confidential Inforr~atian whether written or printed documents, computer
disks or tapes whether user ar machine readable. The parties agree to maintain the
confidentiality of the Confidential Information and to protect as a trade secret any portion of
the other party's Confidential Information by preventing any unauthorised copying, use,
distribution, installation ar transfer of possession of such information, Each party agrees to
maintain at least the same procedures regarding Confidential Information that it maintains
with respect to its own Confidential Infarrnatian, but in no event less than a reasonable
standard of care.l~Ilithaut limiting the generality of the foregoing, neither party shall permit
any of its personnel to remove any proprietary or other legend or restrictive notice
contained or included in any material provided by the disclosing party and the receiving
party shall not permit its personnel to reproduce ar copy any such material except as
expressly authorised hereunder. A party's Confidential Inforrnatian may only be used by the
other party in order to fulfill its obligations under this Agreement,
~. ~ Exceptions.
Confidential Infar~nation shall not include any information that; ~a} is already knan to the
receiving party or its affiliates, to be free of any obligation to keep it confidential; fib} is or
becomes publicly known through na wrongful act of the receiving party or its affiliates; ~c} is
received by the receiving party from a third party without any restriction on confidentiality;
~d} is independently developed by the receiving party ar its affiliates; fie} is disclosed to
third parties by the disclosing party without any obligation of confidentiality; {f} is approved
far release by prior written authori~atian of the disclosing partyr or fig} is required to be
disclosed under the Texas Public Information Act, Chapter ~5~ of the Texas Government
Cade.
7.~ Residual Rights,
Each party acknowledges that the other may, as a result of its receipt of or exposure to the
other party's Confidential Information, increase or enhance the knowledge and experience
retained in the unaided memories of its directors, employees, agents or contractors.
Notwithstanding anything to the contrary in this Agreement, each party and its directors,
employees, agents or contractors may use and disclose such knowledge and experience in
such patty's business, so long as such use or disclosure does not involve specific
Confidential Inforr~atian received Pram the other party. The disclosing party gill not have
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rights in such knowledge and experience acquired by the recipient party, nor rights in any
business endeavors of the recipient parley which may use such knowledge and experience,
nor rights to compensation related to the recipient loarty's use of such knowledge and
experience.
7.~ Irreparable Harrr~.
Both parties acknowledge that any use or disclosure of the other party's Confidential
Information in a manner inconsistent with the provisions of this Agreement may cause the
non-disclosing party irreparable damage for which remedies other than injunctive relief may
be inadequate, and both parties agree that the non-disclosing party may request injunctive
or other equitable relief seeking to restrain such use ar disclosure without the necessity of
proving actual harm ar pasting bond.
7,5 Survival of Obligations
The terns and provisions of this Section 8,0 shall survive any expiration or termination of
this Agreement,
~.O Ownership ~f Vl~ork Product
8.1 General,
A!l woridv~ride intellectual property rights associated with any ideas, concepts, techniques,
processes or other work product created by Layer one Networks during the course of
performing the Services shall belong exclusively to Layer One Networksf and Client shall
have no right or interest therein, Unless this Agreement is terminated by Layer One
Networks for Client's material breach or failure to make payments to Layer One Networks,
Layer One Networks hereby grants to Client a perpetual, royalty-free, nontransferable,
nonexclusive license to use, solely far Client's internal business purposes, the object code
farm of any application software programs or other work product created by Layer One
Networks in performing the Services.
8.~ development Tools,
Notwithstanding anything to the contrary in this Agreement, Layer One Networks will retain
all right, title and interest in and to all software development tools, know-how,
methodologies, processes, technologies ar algorithms used in providing the Managed
Services v~rhich are based on trade secrets or proprietary information of Layer One Networks
or are otherwise o~rned or licensed by Layer One Networks. Licenses will not be deernad to
have been granted by either party to any of its patents, trade secrets, trademarks or
copyrights except as otherwise expressly provided in this Agreement. Nothing in this
Agreement will require Layer One Networks or Client to violate the proprietary rights of any
third party in any software or otherwise.
8.3 Furkher Assurances.
layer One Networks and Client agree to execute and deliver such other instruments and
documents as either party reasonably requests to evidence or effect the transactions
contemplated by this Section 8.g. The provisions of this Section .0 will survive the
expiration or termination of this Agreement.
9,0 RigF~t T~ Engage In Other Activities
Client acknowledges and agrees that nothing in this Agreement will impair Layer One
Netwarks's right to perform services or acquire, license, market, distribute, develop for
itself ar others or have others develop for Layer One Networks similar technology
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performing the same ar similar functions as the technology and services contemplated by
this Agreement
i~.p Independent ~vntractor
Layer One Networks is an independent contractor, Neither t.ayer One Networks nor Client
are, or shall be deemed for any purpose to be, employees or agents of the other and neither
party shall have the power or authority to bind the other party to any contract or obligation,
li.D Recruiting ar Hiring Qf 1.11 staff
Client agrees to not recruit or hire ar retain any Layer One Netwarks staff far employment
ar work of any kind, either as an employee ar an independent contractor, except through
layer one Networks, during the duration of Layer One Netwarks servicing Client and for a
period of twelve rrronths thereafter. In addition, Client recognizes that because of the
substantial recruitment and training costs in the Infarmatian Technology industry, Client
agrees that liquidated damages for such a breach will be 5D°l~ of the staff member's ar
contractor's then current annualised eornpensation.
12.E Insurance
Layer One Netwarks agrees to comply with the attached insurance requirerr~ents Exhibit C},
1.~ Assignment
Neither party shall assign its rights or obligations under this Agreement without the prior
written consent of the other party, which shall not be unreasonably withheld ar delayed,
Notwithstanding the foregoing, either party may assign this Agreement tv an entity who
acquires substantially all of the stock or assets of such party, provided that consent will be
required in the event that the r~on-assigning party reasonably determines that the assignee
will not have sufficient capital ar assets to perform its obligations hereunder. All terms and
provisions of this Agreement shall be binding upon and inure to the benefit afthe parties
hereto and their respective permitted transferees, suvvessars and assigns,
14.E ~vverning !aw
The laws of the United states government and the state of Texas shall govern this
agreement, its terms end conditions. Client agrees that the proper forum for any claim
arising under this agreement shall be in the state of Texas.
iS.~ service ~f iV~tice
service of all natives under this Agreement shall be sufficient if made by registered mail to
the specific party Involved herein at its respective address noted in the preamble to this
Agreement
1G.D entire Agreement and Modification
each party acknowledges that it has read this Agreement and further agrees that the
Agreement is the complete and exclusive statement of the porkies and supersedes and
merges all prior proposals, understandings, and agreements, oral or written, between the
parties relating tv the subject matter hereof, including without limitation, the terms of any
Client request for proposal. Na modification, amendment, supplement to ar waiver of this
Agreement shall be binding upon the parties hereto unless made in writing and duly signed
by both parties,
13 0~ ~4
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17.E Se~erability
In the event any one or more of the provisions of this Agreement or of any exhibit is held to
be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be
unimpaired.
18.0 Force Ma~eure
Layer One Networks shad not be responsible for (allure to perform under this Agreement
when its failure results from any of the following pauses: Acts of Cod or public enemies, civil
war, insurrection or riot, fire, flood, explosion, earthquake or serious accident, strike, labor
trouble or work interruption, loss of a IP address or other disruption to Internet connection,
or any cause beyond its reasonable control,
19.D Agreement Headings end Numbering
Paragraph headings and numbers used in this Agreement are included for convenience of
reference only, and, if there is any conflict between any such numbers and headings, and
the text of the Agreement, the text shall control
X0.0 Execution ~f Agreement
This Agreement may be executed in one or more counterparts, each of which shall be
considered and original, but all of which together shall constitute one and the carne
i nstrument~
~i.Q Special ~~nsiderations
The following special considerations have been made between Layer One Networks and
Client: NON~~
The scope of this agreement is limited to ~-~Oovernment services only. services performed
for other City of Corpus Christi departments will be considered separate from this
agreement.
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