HomeMy WebLinkAboutOnline Training Programs - Employee RelationsWECOMPLY AND CITY OF EVANSTON - CONFIDENTIAL AND PROPRIETARY
SERVICES AGREEMENT
This Services Agreement ("Agreement"), for access to
WeComply's online training programs and training -
administration tools, dated as of May , 2012 (the
"Effective Date"), is entered into between WeComply, Inc.,
located at 344 Main Street, Mount Kisco, New York 10549
("WeComply"), and City of Evanston, located at 2100
Ridge Avenue, Evanston, Illinois 60201 ("Customer")
(each a "Party," and together the "Parties").
1. License and Services
(a) Access to Programs. WeComply will provide
Customer with access to WeComply's proprietary online
Ethics and Compliance Training Library, which includes
WeComply's proprietary software and content (`Programs").
The Programs will be made accessible to Customer via
WeComply's Internet website located at
www.wecomnlv.com.
(b) License. Subject to the terms and conditions of this
Agreement, WeComply hereby grants Customer a limited,
non-exclusive, non -transferable right to perform, display,
and use Programs solely for Customer's own internal
employee training proposes. Each licensed employee in
WeComply's training -management system will be allowed
unlimited access to Programs within the Term of this
Agreement (as defined below). Customer may not exceed
the number of licensed employees described in Section 2(a).
(c) Support. WeComply will provide the following
basic services: (i) Updating of content to reflect changes in
the law affecting program content; and (ii) reasonable
access, either online or by telephone, to customer support.
(d) Limitations. Except as expressly permitted in this
Agreement, Customer shall not (and shall not allow any
third party to): (i) modify, translate or create "Derivative
Works" (as defined at 17 U.S.C. § 101) of the Programs
other than to customize the training content in the Programs
as set forth below; (ii) reproduce or distribute the Programs;
(iii) provide access to the Programs to any third party; (iv)
allow the removal, alteration, covering or obscuring of any
copyright notice or any other notice or mark that appears on
the Programs, on any copies, or any media; or (v) reverse
engineer or interfere with the operation of the Programs.
2. Fees and Payment
(a) Training Programs. Customer agrees to pay
$6,881.60 per year for 782 employee licenses, to be invoiced
at the beginning of each year of the Term of this Agreement.
Customer may purchase a minimum of 100 additional
employee licenses for $8.80 per employee per year.
(b) Basic Implementation Package. WeComply will
assist Customer with the importing of employee data and a
company logo, customization of assignment and reminder
messages, and minor course edits for Customer's initial
rollout. WeComply will invoice Customer on the Effective
Date of this Agreement for the amount of $595 for these
services. Customization beyond the initial rollout or
implementation services beyond an initial 7 hours of
services (whichever occurs first), will be invoiced as
described in section (c) below.
(c) Content Customization. To the extent that
Customer does its own additional content customization,
there is no charge for customization. WeComply will assist
with customization at the following rates:
• $75 per hour for non -substantive work, including text -
editing and data entry; and
• $125 per hour for substantive work requiring material
programming or legal skills, including text revisions and
quiz -writing.
• $150/hour for audio recording and editing.
The above rates are subject to change with 30 days notice.
(d) Customer will pay by check or electronic funds
transfer within 30 days of receiving each WeComply
invoice.
3. Warranty; Disclaimer
(a) Warranty. WeComply warrants that (i) any
services will be rendered in a professional manner by
personnel familiar with the training programs and training -
management software; and (ii) for the term of this
Agreement, the Programs (as made available to Customer)
will conform to their material specifications. WeComply's
exclusive obligation, and Customer's sole remedy, for
breach of these warranties will be (i) to re -perform the
services at no additional charge, and (ii) at WeComply's
option, to repair or replace any such non -conforming
Programs or, to refund the fees paid by Customer for such
non -conforming Programs. Any replacement Programs will
not extend the warranty.
These warranties will not apply if the Programs are: (1)
modified or altered in any way (other than by WeComply or
with the specific prior written consent of WeComply); (ii)
not updated with the corrections, patches, fixes, updates,
improvements or enhancements that WeComply may make
available from time to time; (iii) used in any manner or for
any purpose not specifically permitted by this Agreement or
the documentation.
(b) Disclaimer. EXCEPT AS SET FORTH ABOVE,
AND TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WECOMPLY DISCLAIMS ALL EXPRESS AND
IMPLIED WARRANTIES, ORAL OR WRITTEN,
INCLUDING BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NONINFRINGEMENT
516496 v2&IN
WECOMPLY AND CITY OF EVANSTON - CONFIDENTIAL AND PROPRIETARY
AND ANY WARRANTIES ARISING FROM COURSE
OF DEALING, COURSE OF PERFORMANCE OR
USAGE OF THE TRADE.
(c) NO LEGAL ADVICE. CUSTOMER
ACKNOWLEDGES AND AGREES THAT THE
PROGRAMS ARE PROVIDED FOR EDUCATIONAL
PURPOSES ONLY AND MAY NOT BE RELIED UPON
AS LEGAL ADVICE AND THAT WECOMPLY SHALL
HAVE NO LIABILITY TO CUSTOMER OR ANY
OTHER PERSON RELATING TO OR RESULTING
FROM THE USE OF THE PROGRAMS AND THE
INFORMATION INCLUDED THEREIN, OR ANY
ERRORS IN OR OMISSIONS THEREFROM.
WECOMPLY WILL NOT BE LIABLE IN RESPECT OF
ANY DECISIONS MADE BY CUSTOMER AS A
RESULT OF THE PERFORMANCE BY WECOMPLY OF
ITS SERVICES HEREUNDER OR IN CONNECTION
WITH SERVICES OFFERED.
4. Limitation of Liability
IN NO EVENT SHALL (A) WECOMPLY BE
LIABLE FOR SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR INDIRECT DAMAGES ARISING
OUT OF THIS AGREEMENT, HOWEVER CAUSED,
EVEN IF WECOMPLY WAS AWARE OF THE
POSSIBILITY OF SUCH DAMAGES; AND (B)
WECOMPLY'S TOTAL LIABILITY FOR ANY LOSS
ARISING OUT OF THIS AGREEMENT EXCEED THE
FEES PAID BY CUSTOMER FOR THE PROGRAMS OR
SERVICES GIVING RISE TO THE CLAIM.
5. General
(a) Term. The Term of this Agreement is 2 years from
the Effective Date. The Term of this Agreement will
automatically renew for an additional 2-year period unless
cancelled by either party by providing ninety (90) days'
written notice to the other party. Either party may terminate
this Agreement upon written notice if the other party
breaches any material provision and fails to cure such breach
within thirty (30) days' written notice thereof. Upon
termination or expiration of this Agreement, all licenses
WECOMPLY
Signature:
Printed Name:
Title:
Date:
516496 v2/HN
granted herein will terminate, and each party will return the
other party's confidential information.
(b) Confidentiality. Each Party will not disclose to
any third party or use for any purpose not expressly
permitted under this Agreement the confidential information
provided by the other party, provided that such confidential
information is disclosed in written form with a written
indication of confidentiality.
(c) Proprietary Rights. Customer acknowledges that
WeComply owns all right, title and interest in and to the
programs and content provided under this Agreement.
(d) Severability. If any provision hereof is held to be
invalid, illegal or unenforceable, in whole or in part, the
remaining provisions of this Agreement shall remain binding
and enforceable by and between the parties. r 14,E 06 s
(e) Law and Disputes. This Agreement shall be
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governed by the laws of the State of New arts withoutjr�
giving effect to any conflict of law principle that would
provide for the application of the law of a different
jurisdiction. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this
Agreement. If any dispute between Customer and
WeComply arising out of or in connection with this
Agreement cannot be resolved by the parties or through
mediation, then the parties shall be free to pursue any right
or remedy available to them under applicable law.
(f) Assignment. Customer will not assign, sub -license,
rent, lease or otherwise transfer its rights, duties or
obligations under this Agreement to any person or entity
without the prior written consent of WeComply. Any
attempted assignment will be void.
(g) Entire Agreement. This Agreement constitutes
the complete and exclusive statement of the mutual
understanding of the parties relating to the subject matter
hereof and supersedes all prior or contemporaneous
agreements or understandings relating to the subject matter
of this Agreement. This Agreement may be modified only
by a written amendment signed by an authorized
representative of each party.
CITY OF EVoAA®®NSTON
Signature: �OCi
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PrintedName: �d 3KlEcJ! '
Title: (,' / TTi `(//A,)
Date: 4 - !, - / -z
Approved as to form:
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W. grant Farrar
Corporation Comisel