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Home My WebLink About20190438.tiff/1) Qc MEMORANDU TO: Esther Gesick, Clerk to the Board Jan 21, 2019 FROM: Ryan Rose, Chief Information Officer sis SUBJECT: Lablynx, Inc. Annual Maintenance Agreement Lablynx, Inc. provides software to Weld County. The software is used by the Health department to manage their daily laboratory tests. The attached agreement between the Board Of County Commissioners and Lablynx, inc. is for the annual maintenance and hosting renewal for this software. The requested amount is $7350.00. The cost was budgeted for in the Health department budget. We ask that the BOCC approve the agreement as submitted. 1 2019-0438 gritef--66 C(am) /0t/9 /-fl- /9 BOA OF COUNTY COMMISSIONERS PASS-AROU ) VIEW FASS®AR UND TITL Lablynx, Inc. Annual enewal DEPA TM _ E T: Information . Technology PE S N REv 'U G: Ryan Rose SOWS,. earth Brief description of the pr1e -+ /issue: AT 1/7/19 Lablynx, Inc. provides software to Weld County for I- eaith department functions. The software is used by the Health department to help manage their lab functions. This agreement is to extend the support for the LIMS system used by the Health department lab for an additional year. The requested amount is $7,350.00. What o tio s exist for the si oar (incIu&,e c -o set e ces, intt acts, c ar;sts, etc® f o g lions): This provider specializes in selling and supporting this software which will be utilized by the Health department to conduct their daily business. A e Cd ti The agreerneit was reviewed by Legal and the requested amount was budgeted for i the Health department �g � t budget. It is recommended that the BOCC approve the agreement for the above specified amount. Approve Recommendation Sean P, Conway Mike Freeman, Pro-Tem Scott K, James Barbara Kirkmeyer, Chair Steve Moreno Schedule Work Session Other/Comments: .,.wlueresOmmcc gets IT Master Agreement Created Date: 1/5/2019 This quote good for 90 days from the above created date. LabLynx, Inc. PC Box 673966 Atlanta, GA 30006 www.labivnx.com Tel: (770) 859-1992 Email: sales la Fax: (877) 832-4129 (toll -free) MA: WLD MSW 18-19.1 Contact: Mary Truslow Company: Weld County Government. 1401 N 17th Ave, Greely, CO 80631 Email. mtru lowweld ‘o.0 Tel: 970-400-2518 Summary This Sales Agreement is to define the terms between LabLynx Inc. and Weld County Government from the term renewal date laid out. This agreement is renewable annually. If changes are needed, a new agreement will be issued and signed by both parties to be considered executed. Terms and conditions are as stated in the Master Agreement below and in referenced items. The proposal is summarized here with the details in the Statement of Work (SOW) in the Services Authorization. Fees: The total cost the annual service plan is 20% of the license fees $6,000.00, plus the annual hosting fee pro -rated $1,350000 due 6 months from renewal date and all subsequent billing will be yearly ($2,700.00) due at the yearly renewal period. All fees are in US$. WebLIMS ELab7 Application: The LabLynx LIMS application, WebLIMS, is a full featured, enterpris-- class LIMS application that is very flexible and configurable. This proposal includes all ELab LIMS S*L modules as well as the LIMS Studio.Net report designer. ELab7 operates on MS WindoQ is Server 2012 and MS SQL Server 2014 database. The client side is current versions of I E 11, Chrome, Firef ; x or Safari (on a Mac). The number of concurrent users is shown below. Annual Service Plan: The Annual Service Plan includes support, updates and warranty as specified in the Maintenance agreement. Annual service & support hours included as shown based upon Support Level. Additional hourly services & support rate is $195/hr discounted to $165/hr, Additional Services: The charges for change requests are hourly with estimates and quotes provided per request. A formal quote can be provided per change request, unless otherwise stated the per -item estimates are provided for information only an will not constitute a fixed price agreement upon approval. Reasonable travel expenses incurred for onsite activities nd other reimbursable expenses are not included and will be billed in addition as incurred. If instrument interfaces require onsite work, the onsite fee is $1,800 per day. Rate of Interest on Past Due Invoices 1.5% monthly, or 18% per annum. To initiate the contract: a Sign on last page of the Master Agreement below and return to LabLynx via fax or email or mail o Payment of $6,000 which comprises annual MSW fee (you will be invoiced upon receipt of the signed Sales Agreement). o Payment of $1,350 will be due 6 months from the renewal date and you will be invoiced accordingly. Page 1 of 8 flI.J.1. ,..where .fierce gets iT Services Authorization SOW - STATEMENT OF WORK OVERVIEW MA; LD MSW 1849.1 LabLynx has an obligation to make sure that we are doing everything in our. power to protect our client's data and privacy, which we have always continued to do. WebLIMS supports CLIA, HIPAA, ISO 17025, CFR 21 and other regulatory requirements. Costs to support both our client's data security needs and the regulatory security needs have only continued to grow, and unfortunately, we can no longer offer hosting at no charge to our clients. We are aware that this is short notice and our clients may not be prepared to take on the ===dditional costs, so ° ; are providing a grace period of 6 months to start these additional charges for hosting. As noted, the yearly char••e for a shared environment is $2,700 per year and the pro -rated amount for the first year is for 6 months and not due until 6 months from the start date of your MSW term. There has been an update to the number of users Weld County Government has purchased in this Master agreement. In the most recent agreement we have n file (WLD ELab7 Migration 2.3) it was noted that Weld County Government had 10 users, when there has only been a purchase of 5. W Id agreement stipulations agreed to by LabLynx: 1. End user agrees that it shall indemnify to the extent permitted by law. 2. Funds Availability. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 3. The rovisions shall be governed by the laws of the state of Colored *}s 4. L l; :4n termination of hosting, Weld will have 30 days to access and retrieve final backup. 5. Weld can run security scans, nondestructive, as needed and determined by Weld. If any security scan makes the site unusable, modify data or require any for ..._, of servicing, Weld is liable for the damages Annual Service Plan: 20% of license fee for 5 perpetual users and includes 16 support hours per year Shared Hosting: Annual Hosting Fees for 1 year $2700. Pro -r ted for 6 months the first year ($1,350.00 due 6 months from start of MSW period). Total Annual Service Plan Fees 1 Year $69000.00 $2,700.00 ,000.00 2, 70400 $8,700.00 Page 2 of 8 MASTER AGREEMENT MA: WLD MSW 18-19.1 This Master Agreement ("Master Agreement") is made effective on the date signed below ("Effective Date"), by and between LabLynx, Inc. ("LabLynx"), a Georgia corporation, having its principal address as shown above and Company shown above ("Customer"), having its principal address as shown above (each, a "Party," collectively, the "Parties"). WHEREAS, the Parties are mutually desirous of entering into this Master Agreement. WHEREAS, Customer may, at times during the terra of this Master -Agreement, be a Covered Entity or a Business Associate under HIPAA as "HIPAA," "Covered Entity" and "Business Associate" are defined herein; WHEREAS, LabLynx and Customer are simultaneously becoming Parties to the agreements set forth in Section 1 herein, all available on the (ww.w.lablynx.cQJ website (collectively referred to as the "Agreement" or "Agreements"), whereby LahLynx agrees to perform certain services for or on behalf of Customer; and WHEREAS, the relationship between LabLynx and Customer may, at times during the term, of this Master Agreement or those of any or all of the Agreements, be such that the Parties believe LabLynx is a Business Associate or Business Associate subcontractor of Customer, as well as a Covered Entity in its own right NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties enter into this Master Agreement with the intention of complying with the HIPAA Privacy and Security Rules (as defined herein) provision that a Covered Entity may disclose protected health information to a Business Associate, or a Business Associate to its subcontractor, and may allow a Business Associate or its subcontractor to create or receive Protected Health Information, as defined herein, on its behalf, if the Covered Entity or Business Associate obtains satisfactory assurances that the Business Associate or Business Associate subcontractor will appropriately safeguard the information, and otherwise agree as follows; I. INCORPORA 1,0.N_OF OTHER AGREEMENTS. Each of the following agreements are incorporated herein by reference and are made a part hereof as if fully set forth herein: Proposal, Services Authorization and Each Statement of Work Non -Disclosure Agreement Ittt n c.9 Services Agreement License Agreement 9 Maintenance Agreement Hosting Agreement hit.. xCQt x om. ASR 1a. .cony Customer acknowledges receipt of each of the Agreements, that Customer has had an opportunity to review the each of the Agreements and hereby accepts and agrees to each of the Agreements and their respective terms and conditions, such acceptance and agreement to be evidenced by Customer's execution of this Master Agreement. 2m DEFINITIONS. "Acceptance" means an agreement by the Customer ("Deliverable Acceptance Certificate") that the delivered Software, products or services ("Deliverable?) meets the requirements of LabLyrax's products and services as set forth in the Statement of Work. The Acceptance period, if any, in which the Customer has to accept the Deliverables will be defined in the Statement of Work Work involved in debugging of installed software will not prevent Acceptance, so long as the Software performs substantially as set forth in the Statement of Work. "Business Associate" has the meaning set forth in the HIPAA Privacy and Security Rules, including, without limitation, 45 C.F.R. § 160.103. "Change Authorization" means a change to the Statement of Work that describes any new functionality or modification to the Software. Customer must approve each Change prior to LabLynx making any modifications or changes to the Software. The costs associated with the request will also be a part of the Change Authorization. "Covered Entity" has the meaning set forth in the HIPAA Privacy and Security Rules, including, without limitation, 45 C,F.R. § 160.103. a "Documentation" means all information that describes the design, development, installation, operation, and use of the Software or other products, in, printed or electronic format. AU Documentation is furnished per the terms of the License Agreement (as defined below). • "Electronic Protected Health Information" has the meaning set forth in 45 C.F.R. § 160.103. "HIPAA" means the Administrative Simplification Provisions, Sections 261 through 264, of the federal Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, as modified and amended by the Health Information Technology for Economic and Clinical Health ("HITECH") Act, Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009, Public Law 111-5. Page 3 of 8 where science gets d i MA: WLD MSW 18-191 • "Individual" has the meaning set forth in 45 C.F.R. § 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C,F.R, § 164.502(g). • "license Agreement" means the licensing terms and conditions required of Customer by LabLynx as set forth in the License Agreement. • "Maintenance Agreement" means the terms and conditions required of the Customer relative to the provision of maintaining LabLynx's Software as set forth in the License Agreement. • "Privacy and Security Pilules" sha i mean the Standards for "Privacy of Individually Identifiable Health Information," the "Security Standards for the Protection of Electronic Protected Health information," the "Notification in tie Case of Breach of Unsecured Protected Health Information," and compliance and enforcement Rules set out at 45 C.F.'.. Parts 160 and 164. • "Project Completion" means when the work in the Statement of Work has been substantially completed. • "Proprietary Information" means Software, products, Documentation, including manuals, and any other information confidential to Customer or LabLynx or its licensors. "Protected Health Information" has the meaning set forth in 45 C.F.R. § 160.103, limited to the information created or received by LabLynx from or on behalf ofCustomer. "Required By Law" has the meaning set forth in 45 C.F.R. § 164103. 0 "Secretary" shall mean the Secretary of the United States Department of Health and Human Services or the person to whom the authority involved has been delegated. "Services" means a sub -portion of LabLynx's scope of work, as written in LabLynx's "Statement of Work" in the Services Authorization. • "Software'means LabLynx licensed software products, in executable form, including all modules, add'Ains, customizations or other items listed in this Agreement or included in attachments to this Master Agreement described herein. All Software is furnished in accordance with the terms of the License Agreement. • "Statement of Work" is in the Services Authorization and may describe or reference appropriate Documentation, and quantify Software, products, and services to be provided to the Customer by LabLynx or its licensors. 3. OTHER DEFINED Tom_. Any defined term in this Master Agreement or the Agreements have the same definition and meaning in this Master Agreement and evert other Agreement, and, if not defined herein, have the definition set forth in the I FIPAA Privacy and Security Rules, 4e OBLIGATIONS OF LABLYNX '!'o the extent it receives Protected Health Information or Electronic Protected Health Information from Customer pursuant to this Master Agreement or any of the Agreements, LabLynx agrees to: a. not use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law. b. use appropriate safeguards and comply, where applicable, with subpart C of 45 C,F'.R. Part 164 with respect to Electronic Protected Health Information, to prevent use or disclosure of the Protected Health Information other than as provided for by this Master Agreement. c. mitigate, to the extent practicable, any harmful effect that is known to LabLynx of a use or disclosure of Protected Health Information by LabLynx or any subcontractor of LabLynx in violation of the requirements of this Master Agreement. d. report to Customer any use or disclosure of the Protected Health Information not provided for by this Master Agreement of which it becomes aware, including breaches of unsecured Protected Health Information as required by 45 C.F.I. § 164.410. e. in accordance with 45 C.F.R. § 164.542(e)(1) and § 164.30$(b)(2), to ensure that any subcontractors that create, receive, maintain, or transmit Protected Health Information on behalf of LabLynx agree to the same restrictions and conditions that apply to LabLynx with respect to such information. f. make available Protected Health Information as necessary to satisfy Customer's obligations in accordance with 45 C.F.R_ § 164,524. g, make available Protected Health Information for amendment and incorporate any amendment(s) to Protected Health Information in accordance with 45 C,F.R. § 164.526. h. unless otherwise prohibited by law, make internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by LabLynx on behalf of Customer available to the Secretary for purposes of the Secretary determining Customer's compliance with the Privacy and Security Rules. i. maintain and make available the information required to provide an accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528. j. to the extent necessary to carry out one or more of Customer's obligations under 45 C.F.R. Part 164, subpart E, comply with the requirements of tothe Customer in the performance of such obligations. PERMIT TED Y MITTED USES AND DISCLOSURES Page 4of6 MA: WLD MSW 18-191 a. Except as otherwise limited in this Master Agreement or by other applicable law or agreement, if the Agreements permit, LabLynx may use or disclose ProtectedHealth Information to perform functions, activities, or services for, or on behalf of Customer as specified in the Agreements and for the purposes, and only for the purposes, set forth in the Agreements, provided that such use or disclosure: 1) would not violate the Privacy and Security Rules if done by Customer; or 2) would not violate the minimum necessary policies and procedures of the Customer. Without limiting the generality of the foregoing, b. Except as otherwise limited in this Master Agreement or other applicable law or agreements, if the Agreements permit, LabLynx may disclose Protected Health Information for LabLynx's own proper management or to carry out LabLynx's legal responsibilities, provided that: 1) the disclosures are Required By Law; or 2) LabLynx obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and will be used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. c. Except as otherwise limited in this Master Agreement or by other applicable law or agreements, if the Agreements permit, •LabLyA■�nq•�x( may use Protected Health Information to provide data aggregation services to Customer as permitted by 45 C.F.R. § L 164950 ■ 1e)(2)(I)(B). do Notwithstanding the foregoing provisions, LabLynx may not use or disclose Protected Health Information if the use or disclosure would violate any term of the Agreements or other applicable law or agreements. 6. TERM AND TERMINATION a. Term.. This Master Agreement shall be effective as of the Effective Dale stated above and shall terminate when the Agreements terminate. b. Termination for Cause. Upon Customer acquiring actual knowledge of a material breach ofthis Master Agreement by LabLynx, or of a breach of the Agreements that either has caused or may cause a breach of this Master Agreement, Customer may, at its option: I) Provide an opportunity for LabLynx to cure the breach or end the violation, and terminate this Master Agreement and services provided by LabLynx, to the extent permissible by law, if LabLynx does not cure the breach or end the violation within the time specified by Covered Entity, provided that the breach is curable and that by allowing time to cure, the Covered Entity does not itself breach, or cause the breach of the Privacy and Security Rules; 2) Immediately terminate this Master Agreement and services provided by LabLynx, to the extent permissible by law; or 3) If neither termination nor cure is feasible, report the violation to the Secretary as provided in the Privacy and Security Rules. c. Post -Termination Ob I) Except as provided in paragraph (2) of this section or in the Agreements or by other applicable law or agreements, upon termination of this Master Agreement and services provided by LabLynx, for any reason, LabLynx shall return or destroy all Protected Health Information received from Customer, or created or received by LabLynx on behalf ofCustomer. This provision shall apply to Protected Health Information that is in the possession of subcontractors or agents of LabLynx. La.hLynx shall retain no copies of the Protected Health Information, except insofar as is necessary to carry out post - termination responsibilities under the Agreements or for its own management and administration. 2) In the event that LabLynx reasonably determines that returning or destroying the Protected Health Information is not feasible, LabLynx shall provide to Customer notification of the conditions that make return or destruction not feasible. LabLynx shall extend the protections of this Master Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as LabLynx maintains such Protected Health Information. 3) In the event of termination, LabLy-- :x will continue to comply with sections 4 (a) and (b) of this Master Agreement with respect to non -disclosure and maintenance of appropriate safeguards to protect any Electronic Protected Health Information or Protected Health Information remaining in its possession, custody or control, and such obligations and any other obligations of LabLynx will be deemed to survive termination of this Master Agreement as long as such Electronic Protected Health Information or Protected Health Information remains in LabLyn;'s possession, custody or control. 7. LIMITED WARRANTY. 1, LabLynx warrants that its products, services and Software when delivered to Customer are free from any and all software viruses and warrants for a period of 90 days after delivery of its products, services and Software that the physical media on which the copy of its products, services and Software are distributed will be free from defects in materials and workmanship under normal use (this limited warranty does not cover damage caused by improper use or neglect). DISCLAIMER OF IMPLIED WARRANTIES: ANTIES: To the extent per.: itted by applicable law, THE FOREGOING LIMITED WARR =aNTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMLIED, AND LABLYNX DISCLAIMS AND CUSTOMER HEREBY WAIVES ANY AND ALL OTHER A ANTWS AND IMPLIED WA":.RA TEES OR CONDITIONS, INCLUDING ANY IMPLIED WAR _NTV OF TITLE, NONINFRINGEMENT, MERCHANTA`=ILIT , AND FITNESS FOR A PA._ : TICULA {.'.. PURPOSE, regardless of whether LabLynx mew or h I d reason to know of Customer's porticular needs. No LabLynx dealer, distributor, agent, or employee may make any modifiestio or addition to this warranty. Page 5 of 8 ILS:43ftIX ,..where .%dente get JT MA: WLD MSW 18-19.1 LABLYNX SHALL INST R.A, LIABLE FOR THE INADVERTENT CORRUPTI149 ERASURE OF DATA RECEIVED ON OR USING THE SOFTE OR ON CUSTOMER'S C IVIPUTER, MISTAKES, 1 MISSIONS, INTERRUPTIONS, DELETION FILES, ERRORS, DEFECTS, DELAYS IN O ERATION, OR TRANSMISSION ,1L. ANY FAILURE OF PE ₹'=.FORMANCE, WHETHER O * NOT CAUSED DUE TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUT.HO `.I. ED ACCESS TO CUSTOMER'S COMPUTE OR THE SOFTWARE. PRIOR TO INSTALLATION OF THE S>t FTWARE AND g�AS FREQUENTLY 1-p�THEREAFTER AS CUSTOMER DEEMS BEST, LA LYN STRONGLY URGES CUSTOMER TO BACKUP ALL DATA ON ITS COMPUTER. SOME STATES MAY NOT ALLOW FOR THE EXCLUSION OF IMPLIED WARRANTIES, SO THAT THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. 8. LIMITATIONS ON LIABILITY CUSTOMER AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM, LABLYNX'S LIABILITY FOR ANY DAMAGES SHALL BE LIMITED IN ALL CASES TO THE AMOUNT PAID FOR ITS PRODUCTS, SERVICES OR SOFTWARE, CUSTOMER EXPRESSLY AGREES THAT IN NO EVENT SHALL LABLYNX BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, WHETHER 1N TORT OR CONTRACT, EVEN IF LABLYNX HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, INCLUDING WITHOUT LIMITATION DAMAGES FROM INTERRUPTION OF BUSINESS, LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE OF SOFTWARE, LOSS OF DATA, COST OF RECREATING DATA, COST OF CAPITAL, COST OF ANY SUBSTITUTE SOF1°WARE, OR LOSSES CAUSED BY DELAY. LABLYNX SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR EXPENSES RESTATING FROM THE MODIFICATION, ALTERATIO J OR UNAUTHORIZED USE OF ITS PRODUCTS, SERVICES OR SOFTWARE OR FROM THE RESULTS OBTAINED OR SOUGHT TO BE OBTAINED BY CUSTOMER FROM USE THEREOF. TERMINATION OF THE AGREEM N'1° SI IALL NOT RESULT IN LIABILITY OF LABLYNX TO CUSTOMER FOR DAMAGE, LOSS OR EXPENSE, AND CUSTOMER EXPRESSLY WAIVN=x;S SUCO I CLAIMS. LABLYNX'S ENTIRE LIABILTY UNDER THE AGREEMENT AND CUSTOMER'S EXCLUSIVE REMEDY IS AS PROVIDED UNDER THE LIMITED WARRANTY SET FORTH IN PARAGRAPH 4 ABOVE. EXCEPT AS Oil II R WISE EXPRESSI.," PROVIDED IN THIS AGREEMENT, CUSTOMER IS NOT ENTITLED TO ANY REFUNDS OF AMOUNTS PAID BY OR ON BEHALF OF CUSTOMER UNLESS EXPLICITLY AGREED TO IN 'RC'I'ENc; BY LABLYNX AND THE CUSTOMER. CUSTOMER AGREES THAT REGARDLESS OF THE FORM OF ANY CLAIM, LABLYNX'S LIABILITY FOR ANY DAMAGES SHALL BE LIMITED IN ALL CASES ° `o NO MORE THAN FIVE PERCENT OF TI III AMOUNT PAID FOR ITS SOFTWARE LICENSES, PRODUCTS, SUBSCRIPTIONS OR SOF _ CARE AND EXCLUDING ALL PAYMENTS FOR SERVICES. 9. INDEMNITY. Cuss rf Customer shall indemnify and defend LabLynx and its officers, directors, employees, agents, representatives and subcontractors from each and every demand, claim, loss, liability, or damage of any kind, whether in tort or contract, including reasonable attorney's fees actually incurred by reason of or in connection with the use of the Software, products, or services, other than for injury or damage caused by gross and willful misconduct by LabLynx or copyright infringement, Customer shall also indemnify LabLynx for any claim based on Customer's use or combination of the Software or products with any other software not provided by LabLynx, or on Customer's modification of the Software or produces, By Lablvnxe LahLvnx shall indemnify and hold harmless Customer and its subsidiaries or afhWes, under its control, and their officers, directors, employees, agents, representatives and subcontractors, against any and all losses, liabilities, judgments, awards and costs (including reasonable legal fees actually incurred and expenses) arising out of or related to any claim that Customer's use or possession of the Software or products, infringes or violates the copyright, trade secret or other proprietary right of any third Party LabLynx shall defend and settle at its sole expense all suits or proceedings arising out of the foregoing, provided that Customer gives LabLynx prompt notice of any such claim of which it learns. No settlement that prevents Customer fromcontinuing to use the Software or products as provided herein shall be made without Customer's prior written consent. In all events, Customer shall have the right to participate at its own expense in the defense of any such suit or proceeding through counsel of its own choosing. Copyright Infringement LabLynx shall, at its cost, defend or, at its sole option, settle any claim or suit brought against Customer on the issue that the Software infringes on a United States copyright provided that Customer: (a) Notifies LabLynx promptly in writing of any such claim or suit; (b) gives LabLynx full information and assistance in settling and/or defending the suit; and (c) gives LabLynx full authority and control of the defense and/or settlement of any such action. LabLynx shall not be liable for any costs or expenses incurred: (a) By Customer without LabLynx's prior written authorization; (b) for any claim based on the use or combination of the Software with any other software or code not provided or not licensed by LabLynx; (c) for any claim based on Customer's modification of the Software; or (d) from Customer's use of other than the most current available version of the Software. If the Software becomes subject to a claim of infringement for which LabLynx may become liable, LabLynx may at its option: (1) Obtain for Customer the right to continue using the Software; (2) replace or modify the Software to make it non -infringing so long as the replacement or modification meets substantially similar specifications; or (3) terminate the License for the Software and refund the License Fee, prorated on the basis of sixty -months by the straight-line method of amortization from the Installation Date. Except for the remedy described in this Paragraph 6, LabLynx shall have no liability to Customer for copyright infringement, and shall in no instance have any liability to Customer for direct, indirect or consequential damages from infringement. 10. CONTRACTUAL ►L LIMITATION. TA` N. No arbitration or other action under the Agreement, unless involving personal injury or death, shall be brought by either Party against the other Party more than one (1) year after the cause of action or claim arises. Page 6 of 8 Lynx ,..where science gets #T' MA: WLD MSW 18-19.1 11. ARBITRATION. Any dispute, claim or controversy arising out of or relating to the Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined in arbitration in Atlanta, Georgia before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 12. ATTORNEYS' FEES, Should LabLynx hereto institute or be forced to defend against any action or proceeding to enforce any provision hereof or otherwise relating to any alleged breach of any provision of the Agreement, or for any other remedy, whether in law or equity, and LabLynx is the prevailing party, LabLynx shall be entitled to an award from the Customer, of all LabLynx's reasonable attorneys' fees actually incurred and all expenses of litigation or arbitration in connection with said proceeding. If an arbitrator determines LabLynx to be the prevailing party under circumstances where it won on some but not all of its claims and counterclaims, the arbitrator may award LabLynx an appropriate percentage of the costs and reasonable attorneys' fees actually incurred and expenses of litigation or arbitration in connection with said proceeding. 13. CONSTRUCTION. The Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Georgia, without giving effect to its provisions concerning conflicts of laws. 14. ENTIRE AGREEMENT, The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings of the Parties hereto relating to the subject matter hereof, whether oral or written. 15. SEVERABILITY. If any clause or provision of the Agreement for any reason is or becomes invalid or unenforceable, the remaining parts of the Agreement shall not be affected thereby. 16. MODIFICATION. Except as otherwise expressly provided herein, no amendment, modification or alteration of the terms and conditions of the Agreement shall he binding upon the Parties hereto unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each of the Parties hereto. 17. BINDING EFFECT. The Agreement shall be binding on the Parties' successors, heirs and permitted assigns. 18. HEADINGS. The paragraph headings contained in the Agreement are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. 19. RELATIONSIJIP OF THE PARTIES. Nothing contained in the Agreement shall create or be deemed to create a relationship between LabLynx and Customer as joint venturers or partners. Other than the rights of LabLynx and Customer in the Agreement, neither Party has any ownership interest with respect to the other Party or the right or obligation to manage or control the other Party in any manner whatsoever. 20. NO WAIVER, The failure of any Party to seek redress for a breach of or to insist upon the strict performance of any provision of the Agreement shall not prevent a subsequent act, which would have originally constituted a breach, from having the effect of an original breach. No term or provision of the Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by such Party: Failure to enforce any of the provisions of this Agreement shall not be construed as a waiver of future rights to enforce the same or other provisions of the Agreement. 21, ASSIGNMENT. Customer (and its permitted successors and assigns) will not sell, rent, sub -let, allow others to use, transfer or assign all or any part of any agreement with LabLynx, or license, products or services provided by LabLynx, without the prior express written consent of LabLynx. Any pet wpitted transfer or assignment shall not relieve Customer of its obligations under any agreement with LabLynx. Any unauthorized transfer or assignment shall be null and void. 22. NOTICES. All notices under the Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed certified or registered mail to the Party at the address in this Master Agreement or at such other address as any Party hereto shall designate to the other Party in writing. 23. FORCE MAJEURE, Neither Party shall be in default or otherwise liable to the extent any delay or failure of delivery arises out of causes beyond its reasonable control and without its fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, terrorism, national emergency, fires, riots, wars, embargoes, or communications failures; provided, however, that lack of funds or failure to make payment of any all sums due by Customer to LabLynx shall in no event be deemed to be a reason beyond a Party's reasonable control. 24. ELECTRONIC SIGNATURES, In accordance with the Electronic Signatures in Global and National Commerce Act ("ESIGN"), 15 United States Code Section 7001, et seq., and the Uniform Electronic Transactions Act, the Parties hereto consent and agree that contracts and agreements among them or which relate to any transaction among the Parties hereto may be signed by "electronic signature" as defined in ESIGN and the Uniform Electronic Transactions Act. Customer prior to signing this Master Agreement by electronic signature has (1) the right or option to have this Master Agreement and the accompanying agreements available in paper or in non -electronic form and (ii) the right upon written notice to LabLynx at the above address (or such other address as LabLynx furnishes in writing to Customer) to withdraw its consent to sign -farther agreements by electronic signature. The withdrawal of Customer's consent to sign further agreements by electronic signature shall not affect the validity of this Master Agreement and the Agreements. This Master Agreement, once signed, will be provided to Customer in pdf, which may be accessed by Customer using Adobe© or Adobe© compatible software. 25. REPRESENiA IOC AND WARRNTY OF AUTHORITY. Each of the Parties signing below represent and warrant to the other Party that the person or persons signing this Agreement on behalf of such Party has the full right, power and authority to enter into and sign this Agreement on such Party's behalf and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Master Agreement. Page 7 of 8 L nx ...where science gets a- 2-4 Aa WLD MSW 18-19,1 TER PARTS. This Master Agreement may be executed in multiple counterparts which when taken together shall constitute an original agreement. In Witness Whereof, the undersigned Parties have entered into this Agreement on the date ;.:t forth below. Customer: Weld County • B) Name: Barbara Kirkmeyer, Chair Board of Weld County Title: Commissioners Date: J ann.a,20 19 I itle: ran Page 8 of 8 LabLynx: do/f. okTg Nona -Disclosure Agreement (NSA) This Non -Disclosure Agreement is applicable in the event Customer and LabLynx (both as defined in the Master Agreement) have entered into a Master Agreement, which incorporates the General Terms and Conditions, among other agreements listed therein° without incorporation of the General Terms and Conditions (which are incorporated herein and made a part hereof), this Non®Disclosure Agreement is inapplicable, In order to enable Customer and LabLynx to identify and pursue business opportunities related to the software developed by LabLynx, it may be necessary for both parties to disclose to the other party certain proprietary information, including financial, operations, marketing, computer programs, documentation, data, trade secrets, pricing, systems, methodology, know-how, and other commercial knowledge relating to LabLynx, its affiliates and their respective operations, customers and finances (the "Proprietary Information") As used in this document ("Agreement"), the party disclosing Proprietary Information is the "Disclosing Party" and the party receiving the Proprietary information is the "Recipient." In connection therewith, the parties agree as follows: (a) in consideration of receiving disclosures of Proprietary Information, the Recipient agrees to keep Proprietary Information as confidential and not to disclose the same to third parties. Proprietary information includes any information or documents marked as "Proprietary" or "Confidential" or which otherwise, under ail the circumstances, ought reasonably to be treated as confidential or proprietary hereunder. (b) Proprietary Information shall not, however, include information that (i) was known by the Recipient at the time it was received from someone who had a right to disclose such information or is hereafter independently developed by each party without reference to any Proprietary Information; (ii) is, as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than the Disclosing Party or the Recipient; (iii) is made known to the Recipient by a third person who does not impose any obligation of confidence on either LabLynx or the Customer with respect to such information; or (iv) is approved for disclosure by prior written consent of the Disclosing Party. Recipient may release Proprietary Infrmation if such Proprietary Inform tion is required to be disclosed pursuant to governmental authority, law, regulation, duly authorized subpoena or court order, or professional requirements, whereupon each party shall provide notice to the other party prior to such disclosure. (c) The Recipient shall disclose or reveal the existence or the content of any Proprietary Information only to those of its employees or affiliates who are involved in discussions with the Disclosing Party, and who have been informed to hold such Proprietary Information in confidence in accordance with the non -disclosure and confidentiality obligations hereof. (d) The Recipient shall use the Proprietary Information only for purposes of the discussions hereunder and developing the terms under which the Business Opportunities if any shall be pursued. Upon the termination or expiration of this Agreement for any reason, LabLynx and Customer shall return to each other any document or material in tangible form and all copies thereof in its possession comprising Proprietary Information and shall destroy any document or other material in electronic form that contains Proprietary Information. Both LabLynx and Customer acknowledge that any breach by it of its obligations under this Agreement could cause substantial and irreparable harm to the other party and that, in such case, money damages would be an inadequate remedy therefore. Accordingly, LabLynx and Customer acknowledge and agree that the damaged party would be entitled, in addition to any other available remedies, to seek an injunction, specific performance and/or equitable relief to prevent any such breach. This Agreement shall not obligate the Customer or Lablynx to develop any kind of business alliance. Services Mreement This Services Agreement is applicable in the event Customer and LabLynx (both as defined in the Master Agreement) have entered into a Master Agreement, which incorporates the General Terms and Conditions, among other agreements listed therein. Without incorporation of the General Terms and Conditions (which are incorporated herein and made a part hereof), this Services Agreement is inapplicable. 1. Services LabLynx may provide Customer with Services for the licensed Software, provided that Customer pays LabLynx for such Services at LabLynx's then current professional Services rate. These professional Services may include, but are not limited to: 'Configuration 'Customization °Custom Development °Custom Report Development °Data Mapping 'Instrument Interfacing 'System Testing and Validation °Training °ConQsulting 2. Customer Responsibilities Customer assumes responsibility for the selection f the Software is achieve Customer's intended results, and for use and results obtained from the Software. Because software is inherently compleand may not be completely free of errors, Customer is advised to validate all systems, the Sftware, other software programs used by Customer, and configurations and customizations of the Software delivered to Customer to ensure that the Software and delivered products match the specifications approved by Customer. Customer shall be solely responsible for backing up all its data prior to installation of the Software. Customer agrees that regardless of the form of any claim, LabLynx's liability for any damages shall be limited in all cases to the amount paid for the materials and governed specifically by the Agreement, LabLynx shall not be responsible for any damages or expenses resulting from the modification, alteration or unauthorized use of the Software ,r from the results obtained by Customer from such use. Termination of the Agreement shall not result in liability of LabLynx to Customer for damage, loss or expense, and Customer expressly waives such claims. Customer is responsible for providing support for LabLynx during the execution of the work, This support includes, but is not necessarily limited to: °Assisting and cooperating with LabLynx in completing the work in a timely and effective marmer. °Providing decisions and progress reviews needed. °Providing access to the Customer's files and facilities as needed. 'Appointing key individuals in the Customer's organization to interface with LabLynx. °Arranging and holding any required meetings promptly, 'Adhering t LabLynx's chain of command set up for the project, unless such adherence appears unreasonable under particular circumstances. °Giving prompt written notice to LabLynx whenever Customer becomes aware of any event, ccurrence, condition or circumstance which may substantially affect LabLynx's performance of services or LabLynx's payment under this Agreement. °Refraining from interfering, delaying or otherwise negatively impacting LabLynx's work. °Participating in and adhering to the formation and issuance of the project schedule. °Payment of LabLynx's invoices. °Timely performance of all the above. 3. LabLynx's Responsibilities It will be LabLynx's responsibility to be responsive to the Customer's requests and to perform all authorized work in a professional manner, in accordance with the Statement of Work. 4. Services Authorization i. Services Authorization: Upon acceptance by the Customer, the fully executed Services Authorization shall provide immediate authorization for LabLynx to provide goods and services as set forth in the Statement of Work and other documents and agreements referenced by the Services Authorization. ii. Statement of Work: The Statement of Work shall describe and reference appropriate Documentation for the Software, Deliverables and other products, and services to be provided to the Customer by LabLynx or its licensors. The Statement of Work may also include terms and conditions not specified in this document. The most recent revision of the Statement of Work will always take precedence over any previous revisions of the Statements of Work, including terms and conditions. iii. Pricing: The pricing and billing plan are provided in the Statement of Work. S. Changes Customer may request that modifications or additions be made to the Statement of Work. Customer may request a Change Authorization describing the new functionality or modification or deviation to the applicable Statement of Work. The costs associated with the request will also be a part of the Change Authorization cost. LabLynx will not begin work on any Change Authorization until written authorization is provided by the Customer. 6. Deliverables and Payment i. Services: a. LabLynx's Services are defined in the Statement of work (sometimes W'). b. Pricing of Services are in the SOW. c. Customer will be given the number of business days shown in the project schedule of the SOW, to review, comment, accept, or reject Deliverables. Any more time taken than that by the Customer will result in the extension of the Project Schedule as shown in the SOW, if the deliverable is a critical path deliverable. ii. Payment: Customer agrees to pay LabLynx in accordance with the schedule and terms specified in the SOW. The invoicing plan is provided in the Statement of Work for the project. Key provisions of the payment procedure are as follows: a. LabLynx invoices will be submitted to Customer. b. Customer is to promptly notify LabLynx in writing of any LabLynx invoice that is being withheld for payment for any reason whatsoever. c. Payments not received within the specified time can cause work and the project schedule to be suspended until payment is received. d. All Software and changes, customizations and configurations remain the property of LabLynx until the Customer has paid the full amount of the invoice, including any applicable late charges and interest. Customer acknowledges that LabLynx has a lien on all Services in the amount of any unpaid balances by the Customer. Such Liens may involve injunctive relief against the Customer to prevent the use of those Services until all unpaid balances are paid in full, in the event that unpaid balances are over sixty (60) days from the invoice date. e. The Customer is granted a temporary License ("Temporary License") to the Software and all associated Services, where Software and Services are defined in the Agreement. The Temporary License is valid until all outstanding invoices of LabLynx have been paid in full, along with any applicable late fees and interest. f. In the event the Agreement is terminated by either the Customer or LabLynx for any reason whatsoever, and LabLynx has not been paid in full for all outstanding invoices, then the Temporary License granted to the Customer is revoked and LabLynx will provide written notice to the Customer to cease all use of the Software and Services and destroy all copies and installations of that Software or any associated Services. Failure of Customer to comply with this will result in the breach of the License Agreement and will result in legal action afforded by the Copyright Laws of the United States and any other legal rights of LabLynx. 7. Default If Customer fails to observe any of the terms and conditions of the Agreement, LabLynx shall have the right to bring an action for damages, or to bring an action to restrain and enjoin Customer from further actions constituting a default under the Agreement, or to terminate the Agreement. None of these remedies shall be exclusive and they shall be in addition to any other remedies LabLynx may have. If LabLynx is required to bring an action or proceeding to enforce the terms of this Agreement and/or the associated Software license and prevails in that action or proceeding, LabLynx shall be entitled to recover, in addition to any other relief, reasonable attorneys' fees actually incurred and costs. 8. Termination of Agreement Written Notice: It is expressly understood and agreed that either party may terminate this Agreement at any time by giving thirty (30) days' notice in writing either personally, or by U.S. certified mail, return receipt requested, to the principal office of the initiating party. LabLynx may also terminate this Agreement in the event of nonpayment by Customer of LabLynx's invoices or in the event Customer otherwise substantially fails to fulfill its obligations under the Agreement. If the Agreement is terminated for any cause, or by either party, LabLynx is to receive payment for all work performed and expenses incurred up to the date of termination Icese Agreement This License Agreement is applicable in the event Customer and LabLynx (both as defined in the Master Agreement) have entered into a Master Agreement, which incorporates the General Terms and Conditions, among other agreements listed therein. Without incorporation of the General Terms and Conditions (which are incorporated herein and made a part hereof), this License Agreement is inapplicable. LabLyrix grants to Customer and Customer accepts a non-exclusive limited license to use the software ("Softwar&) with the following limitations ("License"): 1. Grant of Lice uLiceis 1. The Software is licensed to the Customer in accordance to the terms shown in the SOW. Except as provided in Paragraph 5, Customer may not copy the Software, except for backup purposes. The Software may be used only by Customer and only for Customer's own benefit Customer may not use the Software to provide commercial service bureau functions or to provide laboratory manageme- t data services to third parties on a commercial basis. 2. Customer may not sublicens-°9 re t, distribute, lease, transfer or otherwise assign Customer's rights in the Software, except as may be specified herein. Customer may not timeshare or rent the Software. 3. Customer may not change, alter or modify the LabLynx Sofware, create derivative works, or translate, reverse assemble, reverse compile, disassemble, or i any way reverse engineer the Software 4 Any updates or new versions, modules or add -ins received by Customer from LabLynx or an authorized LabLynx dealer, or any additional copies licensed pursuant to the terms of this LICENSE AGREEMENT, shall also become part of the Software and shall be governed by the terms of this LICENSE AGREEMENT. 5. All rights not expressly granted are reserved to LabLynx, including the right to sell or give licenses to use the Softw, to other end -users. 6. Customer may not export or recexport the Software or any copy or adaptation in violation of any ITS_ Export MmAdminictratinn or other applicably re,gadation, 7 Customer may not publish the results of any validation or tests run on the Software. 8. Customer may not charge or alter t dabLynx's copyright notices or LabLynx's "LabLynx" trademark, 9. Any defined terms herein shall have the meanings ascribed to them in the Sale Authorization. 10. Customer snail be solely responsible for data conversion, dab entry and verification of data, unless otherwise agreed to by the parties in writing. 2. License F 5, 1. Customer agrees to pay to LabLynx a ree ("License Fee) for the License to use the Software as specified in the Statement of work in the Services Agreement, as m;..y be amended by any Change warder, 2 Neither the License Fee nor any additional License fee includes rights to new versions, updates or upgrades, installation of the Software, the setting up, converting or inputting any of Customer's data, or other products or support services available from L,abf.ynxm Ri is h Materials 1. Customer acknowledges that the Software and any copies or derivatives thereof are the sole and exclusive property of LabLynx, regardless of the form or media in which the original or copies may exist. Customer further acknowledges that the Software, including, without limitation, the code, logic, structure of the Software, and the Documentation, constitute valuable trade secrets belonging to LabLynx and that all information related to the nature and use of the Software is confidential.. Customer agrees to secure and protect the Software in a manner consistent with the maintenance of LabLynx's rights in the Software as set forth in this License Agreement so that LabLynx's rights in Software are not impaired in any way. By accepting this License Agreement and the License, Customer does not become the owner of the Software or any part thereof, but does have the right to use the Software as outlined and limited in this License Agreement . Copyright I. The Software is copyrighted, and unauthorized copying of the Software, including Software which has been modified or included with other software, or of any updates, modifications or new versions of the Software or of the Documentation, is expressly forbidden° Customer agrees not to transfer the Software in any form to any person without the prior written cnsent of LabLynx. Customer will use its best efforts and take all reasonable steps to protect the Software from unauthorized reproduction, publication, disclosure or distribution° 5® Cies, lacements d {,.Ater floes Customer agrees not to copy the Software received from LabLynx, including any updates, modifications or new versions of the Software, in whole or in part, except under the following specific conditions: l o Copies of the Softw are may be made for backup purposes, including but nit limited to routine system backups, or when copying is an essential step in the authorized use of the Software with a backup computer or processor so long as the copies are used in no other manner and so long as use on the backup computer or processor is discontinued when the original or a replacement computer or processor becomes operable. 2. Copies of the Software may be made in conjunction with storage of archival or historical data sets created by the Software (in accordance with. this License Agreement) so that the data within the data sets so created may be retrieved utilizing the Software. 3. If additional copies of ti ‘e Software are needed, Customer may obtain them by paying the then - current license fee, as applicable, for each additional copy. 40 If Customer should damage the media on which the Software is recorded by accident, misuse, or otherwise, Customer may contact LabLynx and request replacement pursuant to LabLynx's then - current replacement policy and fee, if applicable. Under no circumstances will LabLyrix provide replacement media for other than its most current version, including all updates. If Customer is not using the ill st current version, an additional fee will be added to the replacement fee to provide for a migration pathway, if possible, to the most current version. 50 The grant of the License specifically prohibits any changes or modifications to be made in, or derivatives produced from, the Software COTS version. If Customer should breach this provision of this License Agreement, in addition to any other remedies LabLynx has available, it is hereby agreed that LabLynx shall own the full rights to the changes, modifications or derivatives and Customer shall execute any necessary documents to provide evidence of this ownership. 6. Customer may install the Software on a Test Server and/or a Backup Server. Neither of these Servers may be used for production purposes. They may only be used for testing new releases of the Software or configurations and customizations of the software and for the purpose of allowing a Backup Server to be available in the event that the production server goes off-line. Neither the lest Server nor ackup Server may be used as part of production while Users are working against the Production Servers 60 S? i port and aintenance See additional Maintenance Agreement, if specified in the Services Authorization. 7. Custo er lbsponsibility Customer -assumes responsibility for the selection of the Software to achieve Customer's intended results, and for use and results obtained from the Software. Because software is inherently complex and may not be completely free of errors, Customer is advised to validate Customer's work. Customer agrees that it bears the risk of failure or inaccuracy in the performance of the Software. Customer acknowledges that Customer's use of the Software to monitor and manage laboratory processes will be based on data supplied by Customer, which may prove to be inaccurate. 80 U.S. overn e t '11 ep t c meat an Ar cy I erms 1. If Customer is the U. S. l epartment of Defense ("DOD") as defined in DOD FA "i Supplement ("DEARS) 2011, stoner agrees n, ftwithstanding anything t i} the contrary in this License Agreement that: l 0 the Software is delivered as "Commercial Computer Software," as defined in the Rights in Technical Data and Computer Software clause at DFARS 25222707013; 2 the Software has been developed entirely at private expense; 3. Customer is solely respnsible for any effects or costs in connection with modifications of the software independently made by or for DOD including, but not limited to, impacts on compatibility or support; I I 4. the Software is deemed to be adequately marked when the legend below is affixed to the commercial computer software or its storage media perceptible directly or with the aid of a machine or device, RESTRICTED GHTS LEGE r Use, duplication or disclosure by the Government is subject to the restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-70B. Contractor is LabLynx, Inc., P.O. Box 724207, Atlanta, GA, 31139; and 5. for the purposes of this section, FARS shall include any applicable successor or replacement clause or regulation. 2. If Customer is a U. S. Government Agency other than the 10 Customer agrees notwithstanding anything to the contrary in this License Agreement that: 1. the Software is delivered as "Restricted Computer Software," as defined in the Commercial Computer Software — Restricted Rights clause at FAR 52.227-19; I o the Software has been developed entirely at private expense; 3 Customer is solely responsible for any effects or costs in connection with modifications of the software independently made by or for the Government including, but not limitedto, impacts on compatibility or support; 4e the Software is deemed to be adequately marked when the legend below is affixed to the "restricted computer software" or its strage media: RESTRICTED RIGHTS LEGEND LAB1,YNX SOFTWARE LICENSE TERMS. Notice — Notwithstanding any other lease or License Agreement that may pertain to, or accompany the delivery of, this restricted computer software, the rights of the Government regarding its use, reproduction and disclosure are as set forth in subparagraph (c) (2) of the Commercial Computer Software — Restricted Rights clause at FAR 52-227-19 Contractor is LabLynx, Inc., P.O. Box 673966, Marietta, GA 30006 9. Third Party ftware The Software may integrate with other software supplied to you by third parties ("Third Party Software")D LabLynx makes no warranty and disclaims any warranty regarding the functionality of its Software with such Third Party Software. Should Customer have any claims, including breach of warranty claims, against those third parties, Customer agrees to pursue those claims against such third parties and not LabLynx. ALL THIRD PARTY SOFTWARE OFFERED FOR USE WITH ABL 'S SOFTWARE IS PROVI l ELF -T,O CUSTOMER THROUGH CUSTOMER'S THIRD PARTY SOFTWARE PROVIDER(S) AND SHALL BE SUBJECT TO CUSTOMER'S AGREEMENT WITH SUCH THIRD PARTY SOFTWARE PROVIDER(S). LABLYNX SHALL HAVE NO LIABILITY WHATSOEVER TO CUSTOMER OR ANY THIRD PARTY CLAIMING BY OR THROUGH CUSTOMER, FOR ANY ISSUE RELATING TO THIRD PARTY SOFTWARE INCLUDING, WITHOUT LIMITATION, THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF SUCH THIRD PARTY SOFTWARE OR THE INTEROPERABILITY OR CONTINUED INOPERABILITY OF THE THIRD PARTY SOFTWARE WITH LABLYNX'S SOFTWARE. 10. Data Verification Customer is solely responsible for data entry and verification of its data I nten a ii / reement This Maintenance Agreement is applicable in the event Customer and LabLynx (both as defined in the Master Agreement) have entered into a Master Agreement, which incorporates the General Terms and Conditions, among other agreements listed therein without incorporation of the General Terms and Conditions (which are incorporated herein and made a part hereof), this Maintenance Agreement is inapplicable. 1. Introduction This Maintenance Agreement is intended to be supplementary to the License Agreement between LabLynx and Customer. The terms and conditions of the License Agreement and all amendments thereto are hereby acknowledged and reaffrnmed. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the License Agreement f int ance 1 Updates: During the Initial or Renewal Maintenance Term(s), LabLynx will furnish all enhancements, updates or releases of the Licensed Software (hereinafter "Updates"), and related information and documentation. Updates are released, at the discretion of LabLynx, to provide new features and enhancements to the licensed Software. Updates are also rele4i sed as needed to correct any significant Software Functionality Related Issues. I Maintenance &wort During the Initial Maintenance Term and any Renewal Maintenance Term(s), LabLynx shall provide the Maintenance Support set forth in this section to Customer for recurring failure of the Software to perform in conformity with its specifications ("Software Functionality Related Issues"). The Maintenance Support Services to be provided by LabLynx pursuant to this Maintenance Agreement are as follows: 1. Help Desk: LabLynx will provide Customer with reasonable help desk assistance during the Support H urs regarding the identification, diagnosis and correction of Software Functionality Related Issues° LabLynx will attempt to resolve any Maintenance Support questions posed by Customer. If LabLynx determines and Customer agrees that it would be appropriate to do so, LabLynx may defer resolution of a Maintenance Support question until a later time. At its discretion, and with the consent of Customer, LabLynx may provide Customer with help desk assistance during times other than the Support Hours. 2. Ho a P:wge: LabLynx will provide Customer with access to Maintenance Support information via LabLynx's web site at www.LabLynx.com and affiliated sites. 3. SupportHours: The Support Hours are: Monday through. Friday, 8:00 acme through 5:00 p.m. (Eastern Time), excluding the LabLynx, Inc. holidays as defined each December. The most recent LabLynx holiday schedule is available under the Support section of the LabLynx web site, www.LabLynx.com. 4. Maintenance Support Procedure: 1. Notification: To obtain Maintenance Support for Software Functionality Related Issues, Customer must notify LabLynx immediately of any suspected Software Functionality Related Issue and must provide LabLynx with reasonable detail of the nature of and circumstances surrounding the issue. Software Functionality Related Issue is an issue related to the parameters addressed by the Validation Test. Customer agrees that all Maintenance Support requests will be made to the LabLynx telephone number, 770-859-1992;; or sent by e-mail to support@LabLynx.com or entered online at the LabLynx Help Desk at www.mylablynx.com . 2. Remote Diagnostics: LabLynx may perform remote diagnostics to determine the existence and nature of a Software Functionality Related Issue. 3. Software Functionality Related Issues Corrections: LabLynx will make reasonable efforts to correct any Software Functionality Related Issues that Customer reports to LabLynx. Customer will promptly provide LabLynx with all information requested by LabLynx to reproduce such issues. LabLynx will provide Customer with a specific action plan for addressing the issue, including a good faith estimate of the time required to correct and resolve such issue. If LabLynx reasonably believes that a problem reported by Customer may not be due to a Software Functionality Related Issue, LabLynx will so notify Customer. At that time, Customer may: (a) Instruct LabLynx to proceed with problem determination at Customer's possible expense; or (b) instruct LabLynx that Customer does not wish the problem pursued at Customer's possible expense. If Customer requests that LabLynx proceed with problem determination at its possible expense and LabLynx reasonably determines that the issue was not due to a Software Functionality Related Issue, LabLynx shall immediately stop further work and so inform Customer, and Customer shall pay LabLynx, at LabLynx's then -current Support Services rates, for all work performed in connection with such determination, plus expenses incurred in accordance with LabLynx's expense policies. 4. Remote Correction: LabLynx may perform any Software Functionality Related Issues correction work via remote telecommunications. If such remote support is unavailable, in LabLynx's opinion, to satisfactorily resolve the confirmed error, LabLynx shall provide such Maintenance Support at Customer's premises. All expenses incurred for on -site Maintenance Support shall be reimbursable by Customer in accordance with Customer's expense policies. No on site work will be performed by LabLynx without written authorization by Customer. 5. Response Times: LabLynx will use reasonable commercial efforts to communicate with Customer, by telephone or e-mail, regarding the Software Functionality Related Issues that Customer reports to LabLynx during the Support Hours. During Support Hours, LabLynx will respond within four (4) hours of notification. After Support Hours and on weekends, LabLynx will respond to a notification within four (4) hours on the following business day. For purposes of this MAINTENANCE AGREEMENT, a "response" means LabLynx's acknowledgment of a problem, and does not necessarily mean that a resolution will be achieved. 6. Limitations on LabLynx's Maintenance Support Obligations: Notwithstanding anything to the contrary elsewhere in this MAINTENANCE AGREEMENT, LabLynx will have no obligation to provide any Maintenance Support to Customer if: 1. Such Maintenance Support relates to or involves any products, data, features, devices or equipment not provided by LabLynx; 2. Customer or a third party has altered or modified any portion of the Licensed Software in any manner without the prior written consent of LabLynx; 3. Customer has not installed or used the Licensed Software in accordance with instructions provided by LabLynx; 4. Customer has failed to replace earlier versions of the Licensed Software with "Updates" that are applicable to the reported issue and provided to Customer; 5. A party other than LabLynx (or a party authorized by LabLynx) has serviced the Licensed Software and the Licensed Software no longer conforms to its specifications; or 6. Customer is not in full compliance with the other terms of this MAINTENANCE AGREEMENT, the terms of the EULA, or any other agreement between LabLynx and Customer. 7. LabLynx's Maintenance Support obligations under this MAINTENANCE AGREEMENT shall not include hardware, electrical work, telephone line or internet access work, interconnection work, or the installation or repair of accessories, alterations, parts or devices. 5. Charges and Term: 1. Maintenance Fee: In consideration for the Updates and Maintenance Support, Customer shall pay LabLynx an annual Maintenance Fee. Customer shall pay LabLynx the Maintenance Fee on or before the first day following the completion of the Initial Term. 2. Initial Maintenance Term: One (1) Year following the Validation Date. 3. Renewal Maintenance Term: Available in One (1) Year increments following the completion of the Initial Term. 3. 1. Support II urs: The Support Hours are as follows: Monday through Friday, 8:00 a.m. through 5:00 p.m. (Eastern Time), excluding the LabLynx, Inc. holidays as defined each December% The most recent LabLynx holiday schedule is available under the Support section of the LabLynx web site, support@LabLynx0com 2. Charges and Term: Professional Services Support Rate: Professional Services Support is billed as per the Terms and Conditions of the Statement of Work. 4 Oust € r.liter bI g do Customer shall designate one employee and one alternate as its Support Contacts to be generally available during the Stipp rt Hours to confer with L hLynx regarding Software Functionality Related Issues and other Support related issues. Customer shall notify LabLynx immediately of any changes in the persons designated as Support Contacts. f 1abLynx will provide Support only to Customer's Support Contacts, 50 Ter ninadd LabLynx may terminate this Maintenance Agreement (a) immediately upon breach of this Maintenance Agreement by Customer, which breach remains uncured fifteen (15) days after written notice thereof from LabLynx: or (b) upon no less than ninety (90) days prior written notice to Customer. Notwithstanding anything to the contrary herein, this Maintenance ce Agreement shall automatically terminate upon termination of the License Agreement. ® En of Lire At any time after three (3) years from the cornmenctment of a License or Maintenance Agreement, whichever is earlier, LabLynx in its sole discretion may conclude that Software has reached its end of life (End of Life" On such event, LabLynx may provide notice to Customer that the Software has reached its end of life (End of Life Notice"). Notwithstanding any contrary provision c i ntained in any agreement anions LabLynx and Customer, including this Maintenance Agreement, upon Lablynx providing such End f Life Notice to Customer or upon such date or time period contained ir% the End of Life Notice, then the Software covered by the End of Life Notice shall nlonger be maintained sr supported by LabLynx This means that LabLynx shall no longer providmaintenance, support, , r be able t respond to questions regarding the Software. Upon th ,; furnishing an End of Life otice to Customer, technical or other maintenance and support shall no longer be renewed. If an End of Life N tice is provided during the term of this Maintenance Agreement, notwithstanding any contrary provision in this agreement, such term shall ,r, nd upon the providing of the End of Life Notice or such date or time ri.iid contained in the End of Life Notice. If LabLynx provides Customer with an End of We Notice taring the term of this Maintenance Agreement for which maintenance or technical support has been pre -paid by Customer, then Lablynx shall refund Customer a pro -rata portion of maintenance fees which have been prepaid. Such refund of unused maintenance fees shall be pro -rata based on the number izf days from the effective date of such End of Life Notice to the end of the time pert ld for which maintenance fees have been pre -paid by Customer Hosting Agreement This Hosting Agreement is applicable in the event Customer and LabLynx (both as defined in the Master Agreement) have entered into a Master Agreement, which incorporates the General Terms and Conditions, among other agreements listed therein. Without incorporation of the General Terms and Conditions (which are incorporated herein and made a part hereof), this Hosting Agreement is inapplicable. 1. Introduction Customer engages LabLynx to host Customer's data ("Data") as provided in this Hosting Agreement. To carry out this purpose, the parties agree as follows: 2. Overview Data Hosting LabLynx will provide dedicated or shared server computers with an Internet address for storage and access of Customer's Data utilizing certain of LabLynx's software programs and other open source software programs. Customer's Data must be "server -ready." During the term of this Agreement, LabLynx provides Customer a non-exclusive license for Customer to use LabLynx's software programs on the site maintained by LabLynx. Account Updates It is the responsibility of Customer to maintain accurate billing information with LabLynx. This may include updated credit card information, email address and mailing address. 3. Term The term of this Hosting Agreement shall be one calendar month and shall automatically rollover on the same terms as provided herein from monthmtodnnonth. Standards LabLynx's services will conform to the following: i. Security and Privacy LabLynx will take commercially reasonable steps to prevent unauthorized access to the Data stored on LabLynx's server computers. Further, Customer acknowledges that its Data will be hosted on the Internet. Customer shall use such password protection as it believes advisable tprotect against unauthorized access to its Data. Customer agrees and acknowledges that LabLynx will use networking operating center (NOC) software to monitor the activities of end users, including Customer. ii. Server/Network Computer Outages LabLynx will use its best efforts in providing advance notice to Customer of scheduled server computer/network outages. iii. Disclaimers LabLynx provides no equipment, software (other than that provided by LabLynx), or communication connections to Customer. LabLynx makes no representations, warranties or assurances that the Customer's equipment, software (other than that provided by LabLynx), and communication connections will be compatible with the hardware and services provided by LabLynx. 4. Ownership of Content All Data stored by Customer on any server or servers provided by LabLynx shall at all times remain the property of Customer. Customer grants to LabLynx a non-exclusive, worldwide license to the Data only to the extent necessary for LabLynx to host the Data as provided herein. LabLynx's software programs shall at all times remain owned by LabLynx, subject to the limited non-exclusive license granted to Customer herein during the term hereof. 5. Coverage Definitions "Web Site Uptime" means the percentage of a particular month (based on 24 -hour days for the number of days in the subject month) that the content of customer's Web site is available for access by third parties via HTTP and HTTPS, as measured by LabLynx's systems/services. 6. Service Level i. Goal: LabLynx's goal is to achieve 100% Web Site Availability and Uptime for all our customers. ii. Remedy: If the Web Site Uptime of Customer's web site is less than 100%, LabLynx will issue a credit to customer in accordance with the following schedule, with the credit being calculated on the basis of the monthly service charge for the affected Services (per Section 7.iii. and 7.iv. below): iii. Uptime Credit Amounts: Web Percentage Site Uptime 99.0% to 100% 0% 98% to 99.8% 10% 95% to 97.9% 25% 90% to 94.9% 50% 89.9% or below 100% Quotation LabLynx, Inc. P.O. Box 673966 Marietta, Georgia 30006 Tel: 770-859-1992 Fax: 877-832-4129 End User Name / Address Office of Information Technology Weld County Government 1401 N 17th Ave, Greely, CO 80631 billing, it@co.wcld.co.us mtruslowco.weld.co.us Description Annual Maintenance for Weld County starting February I, 2016_ Included is LabLynx Hosting the Weld County LIMS. Maintenance Support and Warranty (MSW) — Silver level MSW which includes a reduced hourly rate of $165 per hour for services work and 16 hours of customer support each year. Note, support hours are provided to support the users, these are not intended for use as development or new work hours. Period of February 1, 2019 a January 31, 2020 Signature: Title: Date: Chair, Board of Weld County Commissioners • This agreement is made as of the date signed below, by the End User, having offices located at the address listed in this agreement and with LABLynx inc. having principal offices at 2400 Lake Park Drive, Suite 435, Smyrna, Georgia 30080 hereinafter referred to as "LABLynx". Qty I Unit Price 6,000.00 Amount 6,000.00 Discount Units Total 6,000.00 Total $6,000.00 The undersigned, on behalf of End User, does hereby authorize the sale of Software, Documentation, Deliverables and other goods and services by LABLynx, Inc. to End User as defined by the documents referenced in this Sale Authorization, and do hereby authorize LABLynx, Inc. to commence work and provide said goods and services as set forth in these documents and agree to be bound by the terms and conditions of the same. a0/9 -o'/31 Hello