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HomeMy WebLinkAboutC2007-411 - 11/8/2007 - NA'~~; Laver One -,,,Network s 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) 20x7-411 1 of 14 111~SI07 ~er~.2 ~ 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 2 of 14 ~er~.2 • 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 ~ of 14 ~er1.2 ~ 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. 4of14 ~~r~.2 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, 5of~~ ~Ter~.2 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. ~of14 ~er~.Z 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. 7 of ~4 der 1.2 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. $ of ~4 Ver~.2 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, 9014 ~~r~,2 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 10 of 14 ~er1.2 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 ~ 1 of ~4 '~er1.2 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 12 of 1~ Verb, 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 ~er1.~ 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. client f~ Name. ~.b~ . ~gnature. Title Date Layer One Networks Name: ~. • i nature; 9 Title: Dates a . ~~~~ pp~oved as to ~rrn~ ~ ~ ~~is~ ~~uilr ~4 of 14 ~~sistant ~lty orgy ~er1.~ ~t: ~~ r lty A~a~ney