Item 33 - Agreement for Staff Development Resources for City of Santa Ana Employees

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1. Limitation of Liability. FranklinCovey does not make any warranty, guarantee, or representation, either express or implied (1) regarding the merchantability or fitness for a particular purpose of the FranklinCovey Solutions, or (2) that certain results may be obtained in connection with the use of the FranklinCovey Solutions. FranklinCovey does not assume any responsibility for any damage or loss caused by the misuse of the FranklinCovey Solutions, the misuse of software, hardware or systems of any third -party or Client. FranklinCovey shall not be liable for any consequential or incidental arising from this Agreement or the FranklinCovey Solutions provided hereunder. FranklinCovey's aggregate liability to Client in relation to any claims arising under this Agreement shall not exceed three times the total amount due to FranklinCovey under this Agreement. M. Force Majeure. Neither Client nor FranklinCovey shall be required to perform anyterm, condition, or covenant of this agreement so long as such performance is delayed or prevented by acts of God, material or labor restriction by any governmental authority, civil riot, floods, hurricanes, or other natural disasters, or any other cause not reasonably within the control of Client or FranklinCovey. N. Data Privacy. During the course of this Agreement, FranklinCovey will process Personal Data (defined herein) on behalf of Client. FranklinCovey agrees to comply with all laws and regulations as prescribed by the European Union GDPR, California Consumer Privacy Act (CPPA), and the Freedom of Information and Protection of Privacy Act (FIPPA). If Client requires the parties enter into a Data Processing Addendum, FranklinCovey will send such addendum for Client to fill in and sign. As used in this Agreement "Personal Data" means all data that is defined as 'personal data' under EU Data Protection Laws and to which EU Data Protection Laws apply, and to which CCPA and FIPPA laws apply, and which is provided by Client to FranklinCovey, and accessed, stored or otherwise processed by FranklinCovey. O. Confidentiality Between FranklinCovey and Client. Each party may disclose information to the other Party, or otherwise learn such information, that is designated as confidential orthat reasonably should be understood to be confidential ("Confidential Information"). Each Party agrees to only use the other Party's Confidential Information for its intended purpose and agrees to maintain the confidentiality of Confidential Information during the term of this Agreement and for a period of one (1) year following termination of this Agreement. Each Party shall provide prompt notification to the other Party of any unauthorized access to or disclosure of the other Party's Confidential Information. The term "Confidential Information" shall not include any information that is or becomes publicly and widely known through no wrongful act of the Parties, nor shall it include information that was independently developed by a Party without use of the other Party's Confidential Information. P. Entire Agreement. This Agreement represents the entire understanding between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter hereof. In the event any terms contained in any subsequent purchase order (or similar document) sent or received in connection with this Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail. This Agreement may only be modified or amended in writing signed by a duly authorized representative of each party. Q. Affirmative Action/Equal Opportunity Employer. FranklinCovey complies with the EEO clause of EO 11246, as amended and the provisions of 41 CFR Section 60-300.5(a); 41 CFR Section 60-741.5(a); 41 CFR Section 60-1-4(a) and (c); 41 CFR Section 60-1.7(a); 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk Acting City Manager APPROVED AS TO FORM CONSVLTAN-T SONIA R. CARZiALHO City Attorney By onathan T. Martinez By: Assistant City Attorney Title: FOR APPROVAL: h2l� Vi&14 �' L W Schuaider Executive Director Human Resources Page 3 of 4 AAP License Agreement/Revised 6-2024