HomeMy WebLinkAbout20031222.tiff RESOLUTION
RE: APPROVE SOFTWARE LICENSE, DELIVERY AND SERVICE AGREEMENT AND
AUTHORIZE CHAIR TO SIGN - GENESIS MICROSYSTEMS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Software License, Delivery and Service
Agreement between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Public Health and
Environment, and Genesis Microsystems, Inc., 100 Pearl Street, 14th Floor, Hartford, Connecticut
06103, commencing April 17, 2003, with further terms and conditions being as stated in said
agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado,that the Software License, Delivery and Service Agreement between the County
of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,
on behalf of the Weld County Department of Public Health and Environment, and Genesis
Microsystems, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 14th day of May, A.D., 2003, nunc pro tunc April 17, 2003.
BOARD OF COUNTY COMMISSIONERS
W COUNTY, COLORADO
ATTEST: ateil La��
vid E. Lo g, hai
Weld County Clerk to t ( B. I`
/ s, GQ���
WY Robert D. den, Pro-Tem
BY:
Deputy Clerk to the =: .?�j �$ '
i I M. J. Geile
APPROV AS TO FORM: 't ( Sly
William H. Jerke
C unty Attorney l
Glenn�b
Date of signature:
2003-1222
H L0030
Genesis Microsystems,Inc.
Software License,Delivery and Service Agreement
THIS AGREEMENT made as of t{It1 t63,by and between Genesis Microsystems,Inc.,a
Connecticut corporation located at 100 Pearl Street,Hartford,Connecticut("Genesis",also"Licensor"),and
Weld County Health Dept.,a Colorado government agency located at 915 10th Street,Greeley,CO 80632
(the"Client",also"Licensee").
WHEREAS,Genesis has expertise in software development and installation and has developed
and owns certain proprietary software and software tools for the purpose of data management(the"Genesis
System"or the"System");and
WHEREAS,Client desires to install and license software for data management in its laboratory;
WHEREAS,this Agreement constitutes all terms and conditions of the Product Order Form which
references this"Agreement";
NOW,THEREFORE,in consideration of the mutual promises contained herein,and for other
good and valuable consideration,as set forth below,the parties agree as follows:
1. Scope of Work. Genesis shall construct,install and configure its software for database
management for Client on computer hardware provided by Client upon the terms and conditions herein.
Genesis shall install its software on a stand-alone computer or on a local area network conforming to the
minimum requirements listed on Schedule A("Hardware Specifications"). The Software shall include those
features and services set forth on Schedule B attached hereto and made a part hereof("System
Specifications"). Additional specifications may be added upon agreement of both parties and subject to
additional fees and appropriate delivery date extensions.
2. Installation and Training. . Client shall provide a computer workstation dedicated to the Genesis
System and shall acquire and install the necessary hardware and software system in accordance with the
Hardware and Software Specifications. In addition,Client shall be responsible for all maintenance for the
required hardware and software listed in Schedule A,including but not limited to local area network servers,
desktop&laptop computer systems,printers,modems,and other peripherals.
Genesis will install the necessary components for the Genesis System(the"Deliverables")on Client's
network server located at Client's premises as provided hereinabove (the"Client Location")and provide
initial training to up to three(3)eight hour days. Additional training("Training Services")may be provided
to additional personnel at an hourly rate as provided in Schedule C.
3. Delivery Date and Performance Schedule. Genesis shall install the Genesis System at the Client
Location on or before V47/03 (the"Delivery Date")unless otherwise extended by written agreement
of the parties hereto. Genesis shall use commercially reasonable efforts to have the Genesis System
operational for Client on or prior to the Delivery Date. Client understands and agrees that,in order to have
the System fully operational by this date,Client's allocation of adequate personnel resources is required for
timely delivery of content and timely approval of the System Specifications.
4. System Changes. Client acknowledges that changes in System Specifications may have impact on
the Delivery Date,and may result in extension of time and price. Client agrees that the Client Project
Manager has the authority to approve and accept changes in the System Specifications,and related time and
price extensions;and that by mutual agreement with Genesis,such changes are incorporated into the
Agreement.Absent mutual agreement on a System change,the change shall not be deemed effective and
Genesis shall have no obligation to deliver such changes.]
The Client Project Manager is: [Connie O'Neill].
Licensee: 7,L.L.
2003-1222
5. System Software Support and Maintenance Services.
(a) Genesis will provide to Client the support and maintenance services described in this Section 5 and
in Schedule D for the Genesis Software,as defined hereinbelow,(collectively,the"Support Services")for a
period of 25 months beginning the day of installation. Client shall receive Support Services at no charge to
Client for a period of one(1)month from the day of installation defined herein(the"Free Service Period").
Upon expiration of the Free Service Period,Client may obtain extended Support Services for the period and
at the rates described in Schedule E. Rates shall be valid for a period of three(3)months from the Delivery
Date expiration of the Free Service Period after which time such rates may be subject to change in the sole
discretion of Genesis,provided,however,that subsequent annual maintenance and support rates will not
exceed 10%of the previous year's charge,unless otherwise agreed upon by the parties.In the event that
Genesis changes prices for its Support Services,the change will be effective the later of(a)three months
from the Delivery Date or the expiration of the Free Service Period,or(b)within thirty(30)days of written
notice of such price change(if Client is receiving Support Services on a month-to-month basis).
(b) During the Support Period,Genesis will provide to Client,at no charge,all upgrades,
modifications,improvements,enhancements,extensions,and other changes to Genesis Software developed
by Genesis("Improvements"). In addition,Genesis will make available to Client,at such cost to Client as
may be mutually agreed to by the parties,additional modules,features and all related updates to the Genesis
Software necessary to cause the Genesis Software to operate with new functionality's or new versions or
releases of the Genesis Software("Updates")which are generally made available to other customers of
Genesis. Client will have the option to implement any such Improvement or Update and Client's election not
to implement any such improvement or update will not affect Client's right to continue to receive Support
Services under this Section 5.
(c) Genesis will provide telephone support for the purpose of responding to inquiries regarding the use
of the Genesis Software and for receiving notice of suspected Genesis Software failure. Genesis will respond
to all inquiries within a reasonable period of time after such notification. Upon notification by Client that a
suspected failure has occurred,Genesis will determine if a failure has occurred within a reasonable period of
time after such notification. If Genesis agrees that the Software has failed,Genesis will use reasonable efforts
to repair the Software within two business days.
(d) If Client modifies the Genesis System without the express consent of Genesis,Genesis may
continue to provide Support Services subject to additional fees and/or pricing modifications,which shall be
effective immediately. Genesis shall not be liable for any defects or warranty breaches occurring after any
such Client modifications.
6. Term. This Agreement shall commence on the date hereof and continue until the expiration of the
Support or Training Services or any extensions thereof,unless sooner terminated in accordance with the
terms of this Agreement. In the event that Genesis is continuing or recommences services hereunder after
termination or expiration of Services hereunder(as same may be extended in accordance with the foregoing),
without a written extension,this Agreement shall continue in force and effect.
7. Expenses. Client shall reimburse Genesis at cost for such reasonable expenses incurred by Genesis
in performing its obligations under this agreement,including without limitation,transportation and hotel
accommodations(the"Expenses").
8. Fees,Payment Schedule and Sales Tax. In consideration for the services provided herein and for
the license to use the Genesis Software and for such Support Services and Training Services provided to
Client,Client shall make payment to Genesis in accordance with Schedule E attached hereto and made a part
hereof.
"Genesis acknowledges that Client is a political subdivision of the State of Colorado and,as such,is exempt
from paying sales,use,property,value added,excise,and/or income taxes. Neverthless,Client shall be
responsible for,and shall pay,any applicable federal,state or local taxes,including sales taxes,use tax,
value-added taxes,excise taxes,or any other taxes imposed in connection with this Agreement. Where
possible,Client shall make direct payment of such taxes to the appropriate State agency for"Client
Location". Client must also reimburse Genesis for any such payments made to said State on Client's behalf.
Charges will be invoiced and payable within thirty(30)days of invoice date. Late payments will be assessed
on a monthly basis at I''/%of the late payment amount.
Licensee'. {1{.
9. Confidentiality. Genesis and Client agree to treat as confidential all intellectual property,
confidential information and proprietary materials,including without limitation,patents,patent applications,
trademarks,copyrights,trade secrets,know-how,show-how,and related hardware,software and
documentation("Information")received from the other party which is furnished to it and/or its employees,
officers,and directors. Unless otherwise agreed upon in writing by the parties,each party shall:(a)hold such
Information in confidence and adopt and maintain reasonable procedures and precautions to protect the
Confidentiality of such Information;(b)restrict disclosure of the Information solely to its Representatives
with a need to know such Information;(c)use the Information only for the benefit of Client and only as
needed for the purposes contemplated hereby;and(d)except for the purposes contemplated hereby,not copy
or otherwise duplicate such Information or allow anyone else to copy or otherwise duplicate such
information.Notwithstanding the obligation not to disclose any of the information,each party may disclose
any information that each is required or requested to disclose as follows:(a)pursuant to court order,
subpoena or other legal process or as otherwise required by applicable law;or(b)upon the request of any
regulatory agency or authority having jurisdiction over each party,provided,however,that it shall inform the
other of any such court order,subpoena,or other legal or regulatory requirements to disclose Information and
provide the other with an opportunity to defend against such disclosure,unless it is prohibited from doing so
under applicable law or regulation,or by the terms of any applicable court order or other legal process.
Notwithstanding the foregoing,the obligation of confidentiality shall not extend to Information,(i)
which is or shall become generally available to the public other than as a result of an unauthorized disclosure
by the party to this Agreement receiving such Information,or(ii)which was available without restriction to
the party receiving such Information on a non-confidential basis prior to its disclosure as evidenced by prior
written documents,or(iii)which is rightfully received from an unrelated third-party under no obligation of
confidentiality with Genesis.
10. Genesis Software Ownership and License Provisions.
(a) IP Rights&Ownership. Genesis owns proprietary software and software tools,tangible and
intangible,which are contained in or used with the Genesis System hardware(collectively,such tangible and
intangible software and software tools,and any translations,alterations,adaptations or derivatives thereof,
whether developed prior hereto or after the date hereof in connection with Genesis's performance hereunder,
are the"Genesis Software"). Genesis retains all right,title and interest in and to the Genesis Software,in
whatever form,contained in or used with the Genesis System. Rights to the Genesis Software are limited to
those expressly set forth in Paragraph 10(b).Notwithstanding the foregoing,to the extent that Client has or
may have any rights,title or interest in or to Genesis Software under applicable law,Client agrees to execute
and deliver to Genesis all Client's right,title,and interest in any Genesis Software,including,without
limitation,any software developed in connection or under this Agreement,subject to removal of any Client
Information.Client hereby irrevocably appoints Genesis as its attorney-in-fact to execute and deliver on
behalf of Client such assignments in the event Client is unable or unwilling to execute and deliver same
following request by Genesis.
(b) Software License. Subject to the terms and conditions of this Agreement,Genesis hereby grants to
the Client,a nontransferable,nonexclusive,perpetual,royalty-free(subject to all payment obligations under
this Agreement)license to use Genesis Software,on a single computer or a local area network on Client's
premises solely for the purpose of maintaining Client's laboratory database management System,provided
however,the foregoing license shall remain subject to termination by Genesis only for breach of Client's
duties or obligations under Paragraphs 8,9, 10 or 13(the"Software License").Client shall not modify,alter,
make derivatives from,reverse engineer,decompile or disassemble any portion of the Genesis Software,nor
use the Genesis Software in any manner except on the Genesis System,and always subject to the terms and
conditions of this Agreement. Client may maintain one additional copy of the Genesis Software for archival
purposes only. Notwithstanding any provision of this Agreement,subject to the foregoing license,Genesis
retains all proprietary and intellectual property rights to all ideas,writings,inventions,products,methods,
techniques,discoveries,improvements,and technical or business innovations developed by Genesis prior to
or during the course of performing its obligations under this Agreement,and to all trade secrets,copyrights,
patents and other intellectual property rights derived therefrom.
(c) Termination of Software License. Upon termination of the Software License pursuant to the terms
herein,Client shall,on request,promptly return to Genesis all Information that has been given to it in a
tangible form,destroy all copies of the Genesis Software and documentation associated with such Software
and certify that it has destroyed such Software and documentation. Genesis shall have the right to inspect
Client premises for compliance with this Paragraph.
Licensee: .
(d) Ownership of Client Information. Subject to the provisions of Paragraph 10(a)and 10(b),Client
retains all rights to materials,information and digital content provided by Client for use with the Genesis
System.
11. Price Changes. Prices for Training and/or Support Services as specified in the attached Schedules
are valid for three(3)months from the Delivery Date and shall continue for the then-current Service Period.
In the event that Genesis changes prices for the Support Services,the change will be effective the later of (a)
the expiration of the then-current Service Period(if Client is receiving Support Services under a defined
Service Period),or(b)within thirty(30)days of the announcement of such price change(if Client is
receiving Support Services on a month-to-month basis).
12. Third Party Hardware&Software Products. Client understands and agrees that Genesis may be
utilizing non-Genesis products,including,without limitation,non-Genesis software,hardware,and operating
systems("Third Party Products"),in providing services and implementing the Genesis System under this
Agreement.Client shall be solely responsible for the maintenance of such Third Party Products. GENESIS
EXPRESSLY DISCLAIMS ANY WARRANTY FOR THIRD PARTY PRODUCTS,INCLUDING ANY
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,AND GENESIS SHALL NOT BE LIABLE
UNDER ANY THEORY OF LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR ANY
LOSS,COST,CLAIM,EXPENSE OR DAMAGES ARISING FROM OR IN CONNECTION WITH
FAILURE OF ANY SYSTEMS UTILIZING GENESIS SOFTWARE CAUSED BY MALFUNCTIONING
OR DEFECTIVE THIRD PARTY PRODUCTS. Notwithstanding the foregoing,Genesis shall assign,to the
extent assignable,at the request of Client,any Third Party Product warranty provided to Genesis with a Third
Party Product purchased by Genesis and used as part of the Genesis System and services herein. Genesis
may require Client purchase directly and deliver to Genesis in a timely manner any required Third Party
Products for use in the Genesis System hereunder upon notice by Genesis to Client where no delay in the
Delivery Date will,in Genesis'reasonable discretion,result from Client acquiring and providing such Third
Party Products to Genesis. Should Client fail to maintain any of the required Third-Party Products as
necessary to maintain the Genesis System,Genesis may impose an additional charge for technical support.
Client further releases Genesis from any and all liability for providing such technical support as a result of
Client's failure to maintain Third-Party Products.
13. Warranty. Genesis represents and warrants that:
(a) Genesis has the full power and authority to enter into this Agreement,to grant the rights granted by
Genesis hereunder and to perform each of its obligations under this Agreement;
(b) Genesis further represents and warrants that the Genesis Software will(i)function properly under
ordinary use as implemented in the Genesis System and(ii)operate in substantial conformance with the
System Specifications and during the period commencing on the Delivery Date and ending on the date twelve
(12)months thereafter(the"Warranty Period"). If Client provides Genesis with written notice during the
Warranty Period that any Genesis Software fails to meet the warranties set forth in the preceding sentence,
Client's remedy will be the repair or replacement of the Genesis Software by Genesis at no additional charge
to Client("Warranty Services"). If Genesis is unable to remedy the Genesis Software within 45 days of
notification by Client to Genesis of the Genesis Software failure and Client wishes to terminate this License
and Agreement,remove the software and all related documents and materials and copies thereof,then Client
shall receive a refund on a pro rated basis of all License Fees herein,paid by Client to Genesis for such
Genesis Software,provided however,such failure is through no fault of Client or any Third-Party Products.
(c) It is agreed that the Software shall be subject to inspection,review,testing,and acceptance(herein
referred to as"Acceptance Testing")by Licensee in accordance with the requirements set forth below:
For a period of Sixty(60)days,commencing upon the Delivery Date of the Software,Licensee shall conduct
Acceptance Testing of the System. Acceptance Testing will be witnessed and supported by Licensor at no
cost to Licensee. Licensor will assist Licensee in the active operation of the Software during Acceptance
Testing. If Licensee determines after the Acceptance Testing period that the Software does not meet the
Licensee's material Requirements,Licensor shall have 30 days to modify the software to comply with
Licensee's requirements. If the requirements are not met,Licensee,at its option,may: (a)terminate this
License and Agreement,remove the software and all related documents and materials and copies thereof,and
redeem the fee paid to Licensor,except for out-of-pocket time and materials fees paid by Licensee to
Licensor;or (b)extend the Acceptance Testing Period(on a day-by-day basis);or (c)elect to negotiate with
Licensee for lesser performance.
Licensee: Ci '1—L
14. (a) Client Representations\Indemnity. Client warrants and represents to Genesis that(i)Client
has the absolute right to use and to provide to Genesis for the purposes contemplated by this Agreement,all
materials(digital content)provided at any time by Client to Genesis,and(ii)Client is solely responsible for
the Client content used by Client,including,without limitation,the Client Information.Genesis assumes no
responsibility for infringement of any third party intellectual property rights in the process of establishing the
System based in any manner upon the use of such Client Information,or for unauthorized duplication as a
result of its performance under this Agreement. Client shall indemnify and hold Genesis harmless against
any claims or losses resulting from any use of Client Information provided herein or for any claims of
infringement of any copyright or patent rights of a third party resulting from Client's change or modification
to the Genesis Software or System.
(b) Genesis Indemnification. Genesis shall indemnify and hold Client harmless against claims of
infringement of any patent or copyright resulting from Client's normal use of the Genesis Software as
provided under this Agreement and not in combination with other items,provided however,Genesis is
promptly notified in writing of any such claim against Client and further provided Client grants Genesis sole
discretion to defend,compromise or settle such claims and,further provided,Client provides Genesis with
the authority and all information or any other assistance necessary to defend,compromise or settle such
claims. In doing so,Genesis may in its sole discretion(i)procure for Client the right to use the Genesis
Software,(ii)replace or modify the Genesis Software to be non-infringing or(iii)terminate the Agreement or
any part thereof. In the event Genesis elects to terminate the Agreement,Genesis shall(i)refund to Client
the depreciated value of the license fees paid for the Genesis Software,as provided in Schedule E hereunder,
based upon straight line depreciation over a period of five(5)years,or(ii)substitute an alternative,
equivalent product to perform substantially the System Specifications provided herein. Notwithstanding the
foregoing,Genesis shall in no event be liable for any claim of infringement where such infringement would
have been avoided by use of an Update or Improvement of the Genesis Software.
15. Limit of Liability.
(a) Genesis shall not be liable either in contract or in tort,for protection from unauthorized access of
Client's data transmissions or for unauthorized access to or alteration,theft or destruction of Client's data
files,programs,procedures or information on the Genesis System through accident,fraudulent means or
devices,or any other method by anyone. Client shall bear all risk of loss of,or destruction of,any
Information,during its use of the System.
(b) IN NO EVENT SHALL GENESIS BE LIABLE TO CLIENT FOR ANY DAMAGES
RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF GENESIS IN THE DELIVERY
OF THE SYSTEM OR IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT.IN NO
EVENT SHALL GENESIS BE LIABLE TO CLIENT FOR ANY INDIRECT,SPECIAL OR
CONSEQUENTIAL DAMAGES OR LOST PROFITS,ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF,EVEN IF GENESIS HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF. GENESIS'LIABILITY TO CLIENT SHALL IN NO
EVENT EXCEED THE TOTAL OF THE AMOUNTS PAID TO GENESIS HEREUNDER BY CLIENT.
16. Publicity. Client hereby permits Genesis to publicly disclose that Client uses the Genesis System,
Software and services provided herein.
17. Termination. Either party may terminate this Agreement without cause upon sixty(60)days
advance written notice. In addition,either party may terminate this Agreement at any time for cause for a
breach of any material term of this Agreement,upon written notice of default and the failure to cure such
default within thirty(30)days of such notice.Upon termination,all rights and remedies of either party arising
from any default shall remain in effect and survive any termination. In the event of termination by Client for
Genesis default,Genesis agrees to refund a portion of the fees paid by Client under Schedule C for the month
of termination on a pro rated basis.
Licensee: 17 Lt_.
18. Audit Rights. Genesis,shall have the right upon five(5)days prior written notice to audit Client's
facilities in order to determine that Client is in compliance with the terms and conditions of this Agreement.
Failure to provide Genesis with access during normal business hours constitutes a material breach of this
Agreement.
19. Obligations on Termination/Expiration. Upon termination,all rights and remedies of either party
arising from any defaults shall remain in effect and survive any termination,including without limitation the
provisions of Paragraphs 5,9, 10, 12, 14, 15, 16, 18,20-24 shall survive any termination of this Agreement.
20. Notices. Any notice in connection with this Agreement shall be in writing and will be deemed duly
given,upon delivery,in person or by first class mail,or by facsimile(with a copy by one of the other
foregoing methods),addressed to the respective party at the address set forth below its name,or to such other
addresses as the parties may give each other in writing from time to time.
21. Independent Contractors. The parties agree and acknowledge that they are operating as
independent contractors and that nothing in this Agreement shall be construed as granting any party the
authority to bind the other party in any manner whatsoever.
22. Assignment of Rights. Client may not assign or otherwise transfer any of its rights or obligations
created hereunder,or otherwise make the Genesis System available to any third party,including without
limitation,outsourcers,or other software or hardware systems consultants,provided however,Client may,
upon providing Genesis with i)prompt written notice and ii)a written assumption agreement executed by the
assignee,assign the rights and obligations of this Agreement,only in its entirety and only to an assignee,at
least the controlling interest of the equity and voting power of which is owned and held by the Client or its
ultimate corporate parent or to a successor to all of the business assets of the Client and only provided Client
i)is not in default of its obligations hereunder,and ii)continues to remain obligated hereunder,and iii)such
assignee does not compete,directly or indirectly,with the business of Genesis.
Genesis may assign this Agreement to any third party,provided however,such party assumes the
obligations of Genesis under this Agreement. Genesis may also assign its right to payment under this
Agreement or grant a security interest in this Agreement.
23. Miscellaneous.
(a) Entirety. This Agreement contains the entire Agreement between the parties,and no other
agreement(verbal or written)concerning the subject matter hereof exists between the parties.
(b) Amendments. This Agreement may be amended only by means of a writing signed by both parties.
Client acknowledges that it has reviewed the terms of this Agreement and has had the opportunity prior to
signing this agreement,to have its attorney review the agreement.
(c) Governing Law. This Agreement is governed by the internal laws of the State of Connecticut and
the State of Colorado without reference to choice of law principles.
(d) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
illegal or invalid,the remaining provisions will not be affected,and the rights and obligations of the parties
will be construed and enforced as if this Agreement did not contain the invalid or illegal provision.
(e) Waiver. Any waiver of this Agreement or of any covenant,condition,or agreement to be
performed by a party under this Agreement will(i)only be valid if the waiver is in writing and signed by an
authorized representative of the party against which such waiver is sought to be enforced,and(ii)apply only
to the specific covenant,condition or agreement to be performed,the specific instance or specific breach
thereof and not to any other instance or breach thereof or subsequent instance or breach.
Licensee: Q E.L
(f) Force Majeure. A party whose performance is prevented,restricted,or interfered with by reason of
a Force Majeure condition will be excused from such performance to the extent of such Force
Majeure condition so long as such party provides the other party with prompt written notice
describing the Force Majeure condition and acts diligently to avoid or remove such causes of
nonperformance and immediately continues performance whenever and to the extent such causes
are removed. The term"Force Majeure"will be defined to include fires or other casualties or
accidents,acts of God,severe weather conditions,strikes or labor disputes,war or other violence,
or any law,order,proclamation,regulation,ordinance,demand,or requirement of any
governmental agency(or other similar causes beyond the control of the applicable party).
(g) "No portion of this Agreement shall be deemed to constitute a waiver of any immunities the parties
or their officers or employees may possess,nor shall any portion of this Agreement be deemed to
have created a duty of care which did not previously exist with respect to any person not a party to
this Agreement."
(h) "It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement,and all rights of action relating to such enforcement,shall be strictly reserved to the
undersigned parties and nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or benefits
under this Agreement shall be an incidental beneficiary only."
IN WITNESS WHEREOF,the parties hereto have duly executed this Agreement in duplicate the
day and year first written above.
LICENSOR: LICENSEE:
Genesis Micr ystems, �c... Cli
By: � i �.� By. 05/14/03(Date)
ears Micr/J tems Officer' (Date) (Date)
Print Name: `l�f:14 f irksn+rakoui Print Name:
Title:
BOARD OF COUNTY COMMISSIONERS
Address: Address:
Genesis Microsystems,Inc. Weld County Health Dept.
100 Pearl Street- 14th Floor 915 10th Street
Hartford,CT 06103 Greeley,CO 80632
Tel:(860)249-7009 Tel: (970)356-4000(ext.2273) -�
'?"\"
ATTEST: ELM
Weld County Clerk � t jkiaX41,72
�
By% i� ,jiii_Ttul� o
Deputy Clerk to t�
NONDISCLOSURE AGREEMENT
This AGREEMENT, effective upon execution ("Agreement"), is between Weld County Health Dent. a
Colorado_government agency with principal offices at 915 10th Street, Greeley, CO 80632 ("RECIPIENT"), and
Genesis Microsystems, Inc., a Connecticut corporation with principal offices at 100 Pearl Street, Hartford, Connecticut
06103("GENESIS").
The parties agree as follows:
I. In connection with discussions or negotiations between RECIPIENT and GENESIS concerning the possible
licensing or acquisition of certain GENESIS software or other GENESIS intellectual property by RECIPIENT and/or
consulting services to be provided to RECIPIENT by GENESIS (the 'Project"), GENESIS may find it beneficial to
disclose to RECIPIENT certain confidential or proprietary information in written, graphic, oral or other tangible or
intangible forms which may include, but is not limited to, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, media, computer programs, data, drawings, blueprints, diagrams, models, samples, marketing plans,
customer names and other technical, financial, or business information(collectively "Information"). All such Information
shall be deemed to be confidential or proprietary.
2. RECIPIENT understands that, except as otherwise agreed in writing, the Information which it may receive
concerning GENESIS'future plans with respect to any project is tentative and is not intended to represent firm decisions by
GENESIS concerning the implementation of such plans.
Information provided to RECIPIENT hereunder does not represent a commitment by RECIPIENT or GENESIS
to acquire or license any products or services with respect to the Project.
If RECIPIENT desires to license or acquire any products or services from GENESIS, RECIPIENT and
GENESIS will execute a separate written agreement to govern such acquisitions. Notwithstanding the foregoing, all
Information provided to RECIPIENT, whether hereunder or under a separate written agreement, shall be subject to the
terms and provisions of this Agreement in addition to the terms of any later agreement,unless expressly provided otherwise.
3. With respect to Information received from GENESIS,RECIPIENT shall:
a. hold such Information in confidence;
b. restrict disclosure of the Information solely to its employees,agents and contractors with a need to know such
information and advise those persons of their obligations hereunder with respect to such Information;
c. use the Information only as authorized by GENESIS and only as needed for the purpose of the Project and not
otherwise use or exploit such Information for the benefit of RECIPIENT or any third-party;
d. except for the purpose of the Project,not copy or otherwise duplicate any Information or allow anyone else to
copy or otherwise duplicate such Information;
e. on request, promptly return to GENESIS all Information in a tangible form or certify to GENESIS that it has
destroyed all copies of such Information,whether in hard copy or digital format;and
f use reasonable prec2l rations to prevent unauthorized disclosure of such Information,
4. RECIPIENT shall have no obligation to preserve the confidential or proprietary nature of any Information which:
a. was already known to RECIPIENT free of any obligation to keep it confidential at the time of its disclosure as
evidenced by RECIPIENT's written records prepared prior to such disclosure;or
1
Nm,-ml;aa,k„R
•
b. is or becomes publicly known through no wrongful act of RECIPIENT;or
c. is rightfully received from a third person having no direct or indirect secrecy or confidentiality obligation to
GENESIS with respect to such Information;or
d. is approved for release by written authorization of GENESIS .
5. This Agreement shall apply to all Information disclosed by GENESIS to RECIPIENT and shall continue until
either party gives written notice of termination to the other party at their address provided above, or as provided by
subsequent notice;provided however,that all obligations with respect to Information received prior to GENESIS receiving
notice of termination shall survive the termination of this Agreement.
6. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or
otherwise in any Information.
7. RECIPIENT acknowledges that the unauthorized use or disclosure of the Information would cause irreparable
harm to GENESIS. Accordingly,RECIPIENT agrees that GENESIS will have the right to obtain an immediate injunction
against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and
remedies available at law or in equity for such a breach.
S. This Agreement shall be governed by the internal laws of the State of Connecticut without regard to choice of law
rules.
9. This Agreement shall be binding upon the parties hereto and their respective subsidiaries, affiliates, successor and
assigns.
10. No delay or omission by GENESIS in exercising any right under this Agreement shall operate as a waiver of
that or any other right.
11. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, in whole or in
part, the validity, legality and enforceability of the remaining provision or provisions shall in no way be affected or
impaired thereby.
GENESIS MICROSYSTEMS,INC. RECIPIENT:
By: MrY/r+rws� By: CM ET
Name: f/ekiy.avG hTt_sna. Name: David E. Lon Chair
Date: SfryAi3 Title: BOARD OF COUNTY COMMISSIONERS
duly authorized
Date: 05/14/03
2
Nnn-rlierineiire
SCHEDULE A
HARDWARE SPECIFICATIONS FOR THE GENESIS SYSTEM
Minimum WorkStation Requirements:
I) Windows 95 operating system
2) Access 97(version 8.0) - Run time version
3) Workstation processor: 586x-200mhz
4) Workstation RAM: 32 meg
Optimum WorkStation Setup:
I) Windows NT operating system
2) Access 97 (version 8.0) - complete version
3) Workstation processor: Pentium 850mhz or higher
4) Workstation RAM: 128 meg or higher
Server Requirements:
1) Minimum Server Processor: Pentium 200mhz
2) Optimum Server Processor: Pentium 850mhz or higher
3) Server RAM: 128 meg or higher
Space Requirements:
1) Workstation Space Requirements:
- Genesis Software: 40 meg
- Access Software: 40 meg
2) Server Space Requirements:
- Genesis Data: 200 meg
- Genesis Backup S/W: 100 meg
- Genesis Backup Data: 200 meg
- Annual Archives: 200 meg (for each year)
Licensee: 0 ft
SCHEDULE B
SYSTEM SPECIFICATIONS
Define the Specifications of the System to be provided to Client,describing the system functionalities,etc.
Other specifications may be added upon agreement by both parties and subject to additional fees.
Function Requirement/Description of Work:
Log-In 1) Enhance the Log-In Process as follows:
Conversion 2) Perform all conversions required for initial start-up with LAB-2000 system listed below:
Reports 3)Customize formats for Result reports,Financial reports,and Manager reports as indicated:
Lab Work 4) Complete the following revisions for Lab Work process:
Lab Instruments. 5) Build a module to Interface Instruments and automatically load results as specified by the Client:
Misc. 6) Miscellaneous:
r By Licensor: By Licensee:
Print Name: ,4s1wevA N Print Name: David E. Long,UChair
Date: 3 rliy3 Date: 05/14/0,
`Schedule B—Systems Specifications'may be completed and signed for a period of time up to and including
forty-five(45)days after the signature execution of the Software License Agreement that references this Schedule.
Licensee: k.L
SCHEDULE C
TRAINING SERVICES
Define the scope of the Preliminary Training Services including:
Number of Client employees to be trained
Purpose of,and skills to be provided by,the Training Services
There is no limit on the number of Client employees that can be trained.
The purpose of the training is to familiarize the Client employees with the functions of the
System that relate to their daily work.
Skills will be provided for the following functions:
Login,Invoicing,Worksheet generation,Results Entry,Lab Management,Quotes,
Order Approval,Reports generation,QA/QC processing,Charting&Graphing,
Management Reports,Methods and Limits,and Tools and Utilities.
Training for each individual will depend on each employees area of focus.
Define the scope of any subsequent Training Services and fees:
Additional training services are available from Genesis at a rate of$45/hour.
The scope of such additional services will be defined by the Client.
Define where the Training Services will take place and how long they will last:
Training and Installation services are to take place at the Client location.
System Installation will be provided by Genesis to the Client at no additional cost.
Systems training will be provided by Genesis to the Client for a period of two(2)eight hour days.
Client shall reimburse Genesis for such reasonable expenses incurred while performing its Training and
Installation services including transportation and lodging expenses.
Licensee: .[ L
SCHEDULE D
SOFTWARE SUPPORT AND MAINTENANCE SERVICES
Define hours of support,version upgrades,and consulting hours covered by support services.
Upgrades& Support: Period: Price:
SILVER SUPPORT PACKAGE:
Beginning: One month after Installation $95/month
Ending: Two years thereafter("2 Years")
a. 1"month of support is free of charge
Unlimited Technical Support*: 2 Years $Included
All Genesis Version Upgrades: 2 Years $Included
• Technical Support Lines are open from 8am to 5pm Monday through Friday. Technical Support Voice
Mail boxes are accessible 24 hours a day 7 days a week.
Licensee: [ [ L ,
SCHEDULE E
SYSTEM DELIVERABLES AND PAYMENT SCHEDULE
Define the software and hardware to be provided by Genesis
I Genesis System Deliverables:
-5 Copies of the Base Genesis System Software -5 Genesis Superpro security keys
-5 Copies of the Genesis Customer Modules as listed below -2 Copies of the Developer's Workbench Software
-1 Copy of the Genesis Data Tables for the Client's Server -1 Copy of the Genesis Archives Module for each year
-5 Copies of the Genesis Quick Reference Guide
Item Description Qty Price Ext. Price
I. Genesis Lab-2000 Software Site Licenses
Users 1-5 at Client Location(Concurrent licenses) 1 $ 5,750 $5,750
Users 6-10 at Client Location(Non-concurrent licenses) 1 $ 3,670 $3.670
Genesis Modules Subtotal: $9,420
2. Customer Software Modules: (for five(5)Licenses)
Lab Manager $1,150
Worksheets Wizard $1,725
Reports Manager $FOC
QA/QC Charts&Graphs $1,150
Invoicing and A/R $1,150
Quotes Module $1,150
Management Reports $1,450
Site Scheduler&Equipment Manager $1,150
Customer Modules Subtotal: $8,925
3. Sub Totals:
Order Sub-Total and Use Tax base: $18,345
4. Professional Services: Quantity Rate
Customization and Programming hours 0 Hours $75/hour $0
On-site Training and Installation 2 Days $1,000 $1,000
Additional Services Subtotal: $1,000
5. Grand Totals:
Grand Total: $19,345
6. Service Agreement:
Package Selected: SILVER PACKAGE ($95/month) $2,280
Period Covered: 25 Months ("2 Years") (Starting the day of Installation)
Payment Schedule: Due Date
1. Initial Payment: Upon Ordering $9,672
2. Final Payment: Day of Installation $9,673
3. Service Payments: (Monthly) Two months after Installation $95/month
Subsequent annual or monthly Fees for System Training and/or Service Agreements shall be invoiced and
billed,payable in accordance with this Agreement.
Licensee: QC.1 ,
Hello