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MEMORANDUM
TO: Esther Gesick, Clerk to the Board May 1, 2018
FROM: Ryan Rose, Chief Information Officer
SUBJECT: Sovos
Sovos provides software to Weld County for accounting functions. The software is
used by the Finance & Accounting and Treasury departments to create 1099 forms
and transmission files to the IRS and PERA. The vendor is moving from a self -
hosted model to a software as a service model. In order for us to obtain
documentation on their security processes and procedures, the vendor requires us
to sign a Non -Disclosure Agreement.
We ask that the BOCC approve the agreement as submitted.
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2018-1464
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Sovos
DATE: April 13, 2018
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Sovos provides software to Weld County for accounting functions. The software is used by the Finance &
Accounting and Treasury departments to create 1099 forms and transmission files to the IRS and PERA.
The vendor is moving from a self -hosted model to a software as a service model. In order for us to obtain
documentation on their security processes and procedures, the vendor requires us to sign a Non -Disclosure
Agreement.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
This provider specializes in selling and supporting this software. Because of the new model, it is imperative that
we review their security posture to consider this as a potential solution.
Recommendation:
Legal has reviewed and approved the Non -Disclosure Agreement. We recommend proceeding with signing the
Non -Disclosure Agreement and reviewing the Sovos security posture to determine if this is a viable solution.
Approve
Recommendation
Steve Moreno, Chair
Sean P. Conway
Mike Freeman
Barbara Kirkmeyer
Julie Cozad
Schedule
Work Session
Other/Comments:
SOVOS
Compliance
MUTUAL NONDISCLOSURE AGREEMENT
This Aeinaeinent is made as of o7of (the "Effective Date"), between Weld County Government, (the "Company"), with a mailing address of
915 Ur Street. Greeley, CO, 8063 nd Sovos Compliance, LLC, including its affiliates and subsidiaries ("Sovos"), with a mailing address of 200
oallardvale Street, Building 1, 4°' Floor, Wilmington, MA 01887. This Agreement sets forth the basis under which the Company and/or Sovos may
furnish or disclose to each other certain non-public information solely for the purpose (the "Purpose") of discussions by the parties regarding a proposed
business transaction for the provision of products and/or services by Sovos to Company. Now therefor, the parties agree as follows:
1. "Confidential Information" means all non-public financial, business
and other information, in whatever form or medium, that Is furnished or
disclosed by a party (the "Disclosing Party") to the other party (the
"Receiving Party") in connection with the Purpose, and that is marked as
confidential or proprietary, or if disclosed orally Is Identified as confidential
prior to disclosure, or which, given the nature of the information and
circumstances of disclosure, would reasonably be considered confidential
by the Receiving Party, provided however, that such term shall not
include (I) Information already known by the Receiving Party without an
obligation of confidentiality, (ii) information that is or becomes publicly
known other than through a breach by the Receiving Party of any of Its
obligations under this Agreement, (iii) information received by the
Receiving Party from a third party who is not known by the Receiving
Party, acting in good faith, to be under an obligation of confidence to the
Disclosing Party, (iv) information that is independently developed by the
Receiving Party without reference to the Confidential Information, and (v)
information that is disclosed by order of law, provided the Receiving Party
shall use reasonable efforts to preserve confidentiality and that the
Disclosing Party shall be given reasonable opportunity to obtain a
protective order. Sovos is advised that as a public entity, Company must
comply with the provisions of C.R.S. 24-72-201, et seq., with regard to
Public records (as defined in the statue), and cannot guarantee the
confidentiality of all documents provided to Company under this
Agreement to the extent such documents are Included In Public records.
2. Confidential Information is and will remain the property and a
valuable trade secret of the Disclosing Party. Except as required by law,
unless otherwise agreed to in writing by the Disclosing Party, for a period
of three (3) years from the date of disclosure, the Receiving Party shall
use the 'Confidential Information solely for the Purpose and shall treat as
confidential and shall not use, disclose or otherwise make available any
Confidential Information to any person other than employees and
consultants of the Receiving Party who have a specific need to know and
are bound by terms of non -disclosure no less restrictive than this
Agreement. The Receiving Party shall prevent the unauthorized use or
disclosure of the Disclosing Party's Confidential information by using the
same care and discretion that the Receiving Party uses with respect to its
own confidential property and trade secrets, which shall be not less than
reasonable care and discretion,
3. Ail copies, reproductions or disclosures of Confidential Information
shall contain the same confidential or proprietary notices or legends, if
any, that appear in the original. All Confidential Information and copies
and reproductions thereof furnished by the Disclosing Party to the
Receiving Party shall be returned by the Receiving Party to the
Disclosing Party or destroyed by the Receiving Party, upon the Disclosing
Party's request. The Receiving Party's obligations under this Agreement
shall survive any such return or destruction,
4. Nothing herein shall be construed to (I) limit either party's right to
independently develop or acquire products or services of the same type
as may be inClUded within any Confidential information or to enter ktto
any business transaction with any other company which owns or has
rights to any such similar products or services, as long as such right is
exercised without the use of the other party's Confidential Information in
violation of this Agreement, (II) constitute any offer, request, obligation or
contract among the parties to engage in any transaction, or (iii) constitute
a grant of license or an implied license to the Disclosing Party's
Confidential information.
5. CONFIDENTIAL INFORMATION IS PROVIDED BY THE
DISCLOSING PARTY ON AN AS -IS BASIS ONLY. THE RECEIVING
PARTY HEREBY ACKNOWLEDGES THAT THE DISCLOSING PARTY
AND ITS AFFILIATES MAKE NO AND HEREBY DISCLAIM ALL
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
AND ANY WARRANTIES AS TO THE ACCURACY OR
COMPLETENESS OF THE CONFIDENTIAL INFORMATION OF THE
DISCLOSING PARTY AND ITS AFFILIATES.
6. This Agreement shall govern disclosures between the Parties for
three (3) years after the Effective Date. This Agreement shall not be
changed, mod/led or amended except by a writing signed by each party.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
This Agreement may not be assigned by either party hereto without the
prior written consent of the other party. Any notice or other
communication under this Agreement slid be addressed to the party at
the address set forth above. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject
matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any kind and every matte between
them. This Agreement shall be governed by and construed In accordance
with the laws of the Commonwealth of Massachusetts. The individuals
executing this Agreement on behalf of the Company and Sovos do each
hereby represent and warrant that they respectively have been and are
on the Effective Date duly authorized to execute this Agreement on
behalf of their respective principals. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or
enforceability of the remaining provisions hereof. This Agreement may be
signed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.
SOVOS COMPLIANCE, LLC
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t gi afure of Authorized Representative)
Todd Hanna
(Name - Please Print)
vice President & General counsel
(Title)
WELD COUNTY
COMPANY
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Steve Moreno
(Name - Please Print)
Chair,,, Board of Weld
County Commissioners
(Title)
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