|
N-2020-109
<br />PRIME GOV
<br />PRIMEGOV SERVICE AGREEMENT ("Agreement")
<br />THIS AGREEMENT is made on the 25th dayof June,2020.
<br />BETWEEN
<br />PRIME GOVERNMENT SOLUTIONS Inc, having its principal office at 4250 Drinkwater Blvd. Suite 300 Scottsdale, AZ 85251(the
<br />"Supplier"); and
<br />City of Santa Ana, whose registered office is at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, CA 92701(the "Customer")
<br />(and at times referred to in this Agreement as a "party" or "parties')
<br />BACKGROUND
<br />A. The Supplier has developed and owns the Service (as defined in clause 1) and has granted to the Customer a non-exclusive license to use
<br />such Service solely for Customers internal operations and in accordance with the terms and conditions of this Agreement. The terms of
<br />this Agreement shall also apply to any updates and upgrades subsequently provided by Supplier to Customer for the Service. Supplier may
<br />update the functionality of or make modifications to the Service and user Interface of the Service from time to time in Its sole discretion
<br />and shall not be liable to Customer or to any third party for any modification of the Service. Supplier will use commercially reasonable
<br />efforts to notify Customer of any material modifications.
<br />B. The Customer wishes the Supplier to provide certain support services in respect of the Service in accordance with the provisions set out In
<br />Schedule 1 of this Agreement ("Support Services").
<br />OPERATIVE PROVISIONS
<br />1 DEFINITIONS
<br />In this Agreement the following expressions will have the following meanings unless inconsistent with the context:
<br />"Affiliate" means any company or non -corporate entity that controls, is controlled by, or is
<br />under common control with a party. An entity shall be regarded as in control of
<br />another company or entity if it owns or directly or indirectly controls more than 50
<br />per cent. of the voting rights of the other company or entity
<br />means any encryption keys, certificates, passwords, access codes, user IDs or other
<br />login information provided to or used by Customer for the purpose of accessing
<br />"Application Password" and using the Service.
<br />"Business Day" a day that is not a Saturday, Sunday, or public holiday.
<br />"Client Environment" means the Customer hardware and software system containing the minimum
<br />specification, which the Customer, as advised by Supplier, is required to have to
<br />enable the Customer to connect with the Service.
<br />"Customer Data" means data, information or material provided or submitted by Customer or any
<br />User to the Supplier in the course of utilizing the Service.
<br />"Effective Date" means the date of this Agreement signed by the Supplier and the Customer.
<br />means all intellectual and industrial property rights of any kind whatsoever,
<br />"Intellectual Property Rights" registered or unregistered, including patents, know-how, software, code,
<br />intellectual property specifications, design plans, prototypes, drawings, software,
<br />software documentation, material, documents, ideas, operations, processes,
<br />product information, know- how, and the like Including mode and procedures of
<br />development of source code, registered trademarks, registered designs, utility
<br />models, applications for and rights to apply for any of the foregoing, unregistered
<br />design rights, unregistered trademarks, rights to prevent passing off for unfair
<br />competition and copyright, database rights, topography rights, and any other
<br />rights in any invention, discovery or process, in each case in all countries In the
<br />world and together with all renewals and extensions.
<br />"Pricing Schedule" means Schedule 2 to this Agreement which sets out the prices and payment terms
<br />for the Service.
<br />"Professional Services" means the general consulting, Implementation and/or training services to be
<br />provided to Customer.
<br />"Purchase Order" means a purchase order Issued by the Customer to the Suppiierfor the Service.
<br />"Service" means Suppliers online software applications purchased by Customer and
<br />maintained through Support Services by Supplier including associated ofRine
<br />
|