HomeMy WebLinkAboutPD Training ServicesHALOGEN'
- SOFTWARE
StrategicTalent Management
Between:
HALOGEN SOFTWARE INC.
495 March Rd, Suite 500
Kanata, Ontario
K2K 3G 1 Canada
FAX: 775-640-9544
("Halogen")
SERVICES AGREEMENT
TRAINING SERVICES
T13-SIS026
and:
SAN RAFAEL POLICE
DEPARTMENT
1400 Fifth Avenue
San Rafael, CA
94901 USA
(the "Customer')
Be 3rf ,i�,, ` t.
Subject to the terns and conditions of this Services Agreement, the terms and conditions of the Agreement (#06-2012-633)
between the parties dated June 28, 2012 (the "Agreement') shall continue in full force and effect Where reference is made in
this Services Agreement to a schedule or section number, unless otherwise stated it shall refer to the corresponding schedule or
section number in the Agreement. Unless otherwise defined in this Services Agreement, all capitalized words used in this
Services Agreement shall have the same meaning as defined in the Agreement.
1. Trainiaa Services & Fee
Halogen will provide two (2) day(s) of End User Training for Halogen eAppraisalTm to be delivered onsite at the Customer's
premises, to a maximum of eight (8) hours per day inclusive of trainer preparation time, delivery and wrap-up. The training
charge is calculated at the rate of US$1,650.00 per day, for a total of USS 3,300.00 (the "Fee"). The Fee is due and payable
thirty (30) days from the date of Halogen's invoice, which shall be rendered upon Halogen's receipt of an executed copy of this
Services Agreement.
2. Services Expenses
Halogen invoices expenses monthly, in arrears, as incurred. In connection with Professional Services performed at Customer's
site, if any, Customer is responsible for actual travel and living expenses incurred by the Halogen trainer and/or consultant.
These expenses will be invoiced by Halogen upon the completion of such on-site services, including without limitation,
expenses relating to air and land transportation, hotel accommodation, and meal per diems and incidentals (maximum
US$80.00/diem local currency). If transportation and/or hotel accommodation are arranged by Customer on behalf of Halogen,
such arrangements will be subject to Halogen's written pre -approval. All travel and living expenses billed by Halogen in
accordance with its Travel & Expense Guidelines are due upon receipt of invoice.
If travel time is outside of the assigned Halogen training consultant's continent of residence, Customer shall also pay to
Halogen a flat fee of US$1,500/Halogen representative per on-site visit. Halogen recognizes the following continents: North
America, South America, Europe (including British Isles), Asia, Africa, Australia and Antarctica. For clarity, travel to Hawaii,
Alaska, Puerto Rico and/or Mexico from North America will require payment of the foregoing fee.
In connection with Professional Services performed at Customer's site, if any, Customer is generally responsible for the
reimbursement of travel and living expenses incurred by Halogen due to flight cancellations or missed travel connections
which are not caused by the actions of Halogen or its employees/agents.
Customer shall have the following alternatives with respect to teleconferencing: (i) if Customer is located within Global
Crossing's North American IFN toll-free calling area Customer will have the option to use "GoToMeeting" (Web) and/or an
IFN toll-free number; (ii) if Customer is International and located within Global Crossing's current UIFN toll-free calling area
Customer will have the option to use "GoToMeeting" (Web) and/or a UIFN toll-free number; and (iii) if Customer is
international and located outside of Global Crossing's current UIFN toll-free calling area Customer will be asked to either call
Halogen directly or provide their toll-free number for Halogen's use.
San Rafael Police Department - Training Services Agreement - On-site End User - T13S 13026 - aa.vd Jb
Created on 1/23/13 Page -1R Confidential
3. Trainin¢ Materials di: Convright
Training materials are available only for the current standard release of the Software product(s) licensed by Customer.
Customer acknowledges that any reference materials provided by Halogen to Customer in electronic or hard copy format in
connection with these training and/or consulting services are the copyright of Halogen and are to be used by Customer for its
internal use only. Unless otherwise directed by Halogen, such materials are not to be reproduced, copied or distributed by
Customer in any form other than as required to train Customer's employees. Videotaping or other electronic and/or audiovisual
recording of a training or consulting session conducted by a representative of Halogen is strictly prohibited.
4. Scheduline & Cancellation
Training and consulting services must be booked and taken within the first twelve (12) months from the Effective Date as
defined herein. Scheduling for training/consulting should be done as early as possible to assist in travel arrangements.
Specifically, if Customer cancels a scheduled training engagement without a minimum of ten (10) Business Days prior written
notice to Halogen, Customer shall pay to Halogen a lost utilization fee equal to the lesser of (i) $1,650 (local currency); and,
(ii) the training/consulting engagement contract value. In addition, Customer shall pay to Halogen all unrecoverable fees and
expenses associated with such cancellation, including without limitation, non-refundable travel costs. Such fees and expenses
shall be invoiced by Halogen in a timely manner following Customer's cancellation.
5. Miscellaneous
This Services Agreement is open for acceptance by Customer for a period of thirty (30) days from the date of Customer's
receipt, failing which, all dates, prices and scheduling commitments expressed herein are subject to change.
If Customer is not current in respect of license, M&S, hosting and/or other services fees due and payable to Halogen in
accordance with the Agreement, Halogen may, in its sole discretion, suspend performance of all or part of this Services
Agreement.
Please return: (i) a complete executed copy of this Services Agreement to Halogen by fax to 775-640-9544 or by email to
contracts(dilialogensoftware.com; and, (ii) if applicable, the PO number and/or document to Halogen's Finance Department by
fax (613-082-5083) or email (arr' baloeensoftware.com).
This Services Agreement is entered into as of the Effective Date; "Effective Date" is the date it has been signed by both parties.
Halogen Software Inc.
Signature %j�_��` ,�Z
Name /_ Shelbyiikman
Title (;orporate Cv wl �y z
San Re P 1 e Dep trtt
Signature --_Ij
Name
Title
Date Jenuartj a'r5,2015 Date
Email
c1l • 214. t'j>
'Z9-1 Aa SiZ�.oP�
San Rafael Police Department - Training Services Agreement - On site End User - T13 -S15026 - aa.vd Jb
Created on 1/23/13 Page - 2!2 Confidential
HALOGEN' NN9
- SOFTWARE
StrategicTalent Management
SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT
Contract No. 08.2012-833
THIS SUBSCRIPTION SOFTWARE LICENSE AND SERVICES AGREEMENT ('Master Agreement) Is entered Into between: Halogen Software
Inc., ('Halogen] having a principal place of business at 495 March Road, Sutter 500, Kanter, Ontario, CANADA K2K 301 and San PjMwl Police
Department (the 'Customer"), having a principal place of buslness at 1400 Filth Avenue, San Refeel, CA 94901 U.S.A. and Is effective as of the
date this Agreement has been signed by both parties ('Effective Dab].
WHEREAS Halogen Is a company that, among other things, has developed and Is the owner of certain computer software prograrm;
AND WHEREAS Customer wiehes to license One Software described In Appendbc A and to pracure the Services as described heraln;
NOW THEREFORE In consideration of the mutual promises, covsnarb and agreements contained In this Agreement, and for other good and
valuable consideration, the recelpt and suttdentyy of which Is acknowledged by the parties, Customer and Halogen agree as folhrm:
1. SOFTWARE AND SERVICES
Customer hereby Ilcansee and/or purchases the following Software, Doclsrents0on and/or Services at the stated quantities and prices from
Halogen, subject to the General Terns and CondlUons attached hereto as Schedule A.
ANNUAL SOFTWARE LICENSE SUBSCRIPTION If, PROFESSIONAL SERVICES FEE
Description License Tenn No, of Annual Subscription Fee
ucensos
Halogen eApprabalTM module with Halogen"' Three (3) year 100 USS5,087.50
HRIS Connect'", (Indust" of M&S Fess and aubscriptim
o"emand Hosting Services Fees)
Annual Professional Services Fee As above WA USi1,245.00
TOTAL ANNUAL SOFTWARE LICENSE SUBSCRIPTION & PROFESSIONAL SERVICES FEE US88,332.80
ONE-TIME PROFESSIONAL SERVICES FEE
Ons -Time Professional Service Description One-Tlme Probaslonal Services Fee
kftl Launch — Level I —Halogen e4prelsai'" USS4,495.00
TOTAL ONE-TIME PROFESSIONAL SERVICES FEB US54,496.00
Ilan
T0121 Fee
Dbcount
Total Discounted Fa
Dbsourd for
TOW Discounted Fee
Year 1
Year 1
I
each of Years
for each of Years 2
2 and 3
ad 3
Annual Software Lbana Subaw4ftn Fa— Halogen
U886,007.60
10%
U814,676.76
8%
U814,e60.50
sAppraialym modals wsh Halogeny" HRIS Connset^d,
(Indualve of M88 Fees and an-demsnd Hwang
8ervbs Fara)
Annual Probssional Ssr*ss Fa
U8111,246.00
WA
U8111,246.00
WA
US$1,246.00
One -Tho 13mbestonal Servbss Fa
USi4,495.00
26%
US$3,371.26
WA
WA
TOTAL (EXCLUSIVE OF TAXES)
Uai10,a27.6o
'i L'
U38e,196,00
�lam
U91161e26.60
San Rafal Po6Oe Daputaent- Subscription On Demand sA HRIS - 0e-2012.633 - ab.dd
"�^y
Craated on 7/06/2012 Paps 1 d 20
C Ilden6al
V'�
The above pricing and tlms-Ilmlted discounts shall apply provided that this Agreement In executed and returned by Customer pdor to 6:00 PAL
(ET) on June 29.201L
2. PAYMENT TERMS
Customer agrees to the following payment terrne with respect to Software and Services (as defined herein):
(a) Annual Software License Subacdotion Fee, The Annual Software License Subscription Fee Is comprised of the License, M&S, and
Hostksg Services Fees (If purchased). The first Annual Software License Subscription Fee for the INtlal licenses Wed under this
Agreement Is due and payable within thMy (30) days of the Effective Date; subsequent years' Annual Software License Subscription Fees
ars due and payable on the anniversary of the Effective Date. Additional Arwwel Software License Subscription Fees applicable to any
addRIonal licenses purchased by Customer during the Tenn, as da*md In Sedan 1(a) of Schedule A to this Master Agreement, will be
calculated In accordance with Halogen's then -cuffed price list (prorated to the end of the remaining annual subscription period), and are
due and payable wtthln Oft (30) days of Customers recelpt of Halogen's Invoke.
(b)
fgfi any renewal tens. Additional Annual Professional Services Fees applicable to any additional licenses purchased by Customer during
the Term, as defined In Section 1(a) of Schedule A to this Master Agreement, will be calculated In accordance wfih Helogan's then -current
price list (prorated to the end of the remaining annual subscription period), and aro due and payable within thirty (30) days of Customers
receipt of Halogen's Invoice.
(c) One -Time Professlonal Services Fee. The One-71me Professional Services Fee as specified In Section 1 of this Master Agreement, and
as further described In Appendbc D. Is due and payable within thirty (30) days of the Effective Date. Fees for additional Professional
Services are payable In accordance with the schedule set out In the applicable Services Agreement.
(d) Excenaes Unless otherwise specified herein or In a Services Agreement, Cuatomer shall reimburse Halogen for all reasonable trawl
and out -of -Pocket expenses Incurred by Halogen's representatives when traveling to perform any Services for Customer. M accordance
with Halogen's then current Travel & Expense Guidelines, avanable on-Ilrre at
httpJ/www.haMgensoflwee.comllf *WDF/secwartrowL.poilcy.php (password: helogerLtmvel). For dartly, Hainan acknowledges and
agrees that no travel or out-of-pocket expenses shen be Incurred other then to with this Agreement andfor an executed
Services Agreement.
3. PURCHASE ORDER AND INVOICING DETAILS
Customer hereby agrees either that:
(Q it has generated a purchase order(*PO`) to cover the total of the Fees and expenses specified In the Master Agreement,
and the PO number Is:
The PO document should be faxed to T754HO-9544 or emalled to ar®halogensotiwere.com to ensure proper reference on Invoices
far the products and services purchased from Halogen.
OR
(11) A PO Is not required to authorize payment In full to Halogen of the Fees and expenses specified herein.
Unless otherwise agreed by the parlles in writing, Halogen shag send Customers Invoke to
[INSERT NAME OF PERSON] via the following address:
4. SCHEDULESIAPPENDICES
The following schedules and appendices are attached to and form part of this Agreement
Schedule A
General Terms and Conditions
Appendix A
Description of the Software
Appendix B
M&S Services
Appendix C
On -demand Hosting Services
Appendix D
Professional SerAces
6. ENTIRE AGREEMENT
This Agreement, Including Its Schedules and Appendices, constitutes the entire agreement between the parties concerning the subject matter hereof
and supersedes all prior statements, representallona, discussions, negotiations and agreements, both oral and written. No modillcation, amendment
or variation hereof shall be of effect or binding upon the parties hereto unless agreed to In writing by their authorized officers. For clarity, any pre-
printed tams and conditions on Customer's pwdwm order or other similar document shag be of no force or effect.
San Rafael Paeoa Department - Subsa"on On Demand aA HRIS - 0e-2012.833 - ab.dd
Created on 71W=12 Papa 2 o120 Confidannat
ti. COUNTERPARTS
This Agreement may be executed In more then one counterpart, each of which Is deemed an original and all of which together conaMA9 one
Instrwert. Delivery of an executed counterpart of this Agreement by fax or a-md transmission Is deemed to be properly binding upon the
delivering party.
7. AUTHORITY TO SIND
The undersigned Individuals represent and warrant that they are expressly and duly authorized by their respective entitles or agencies to execute
this Agreement and to legally bind their respective entities or agerxdes as set forth In this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement.
Halogen Software Inc. San Ra a Depsn'� ).
Signature: WUA— Signature:
i j 1�
Name: r�i%il3X Mcr,ANN Name: v-%-
GENERAL
teGENERAL COUNSEL
Title:igu Title: �l'�� ar
Date: of ic?0 12, Date: - Vq - 1-,L—
San
'L
Bran RAW Poke Depwrmrvt - SuOwipbm On Darrand nal► KRIS • 06-2012133 - a0.dd
Crated an VOV2012 Page 3 of 20 Confidendal
SCHEDULE A
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS. 'Services' means those winces provided by Halogen as
described In this Agreement andfor In a Services Agreement,
(a) M these General Tema and Conditions, Including the InduoWs of m S Services, Hosting Services and Professional
Appendices hereto. unless on context requires otherwise, the Services. as applicable.
following words and phrases have the respective meanings set
out below. 'Services Agreement means a mutually agreed upon
executed document which describes the Professional Services.
'AfllOata' means, with respect to either petty, any entity that
directly or Indirectly controls, Is controlled by or Is wider the 'SofMW means the version of the Halogen software program
common control of a party for so long as such control lasts, IdengW In the Master Agreement and described in Appendix A
where 'control" of an entity means On ownership of at lent In object code format, and any releases. derivatives,
fifty percent (50%) of the voting securities of the controlled bnprovanefts, translatIm. adaptations, alterations, mWelons,
eniftyextenstorms, changes, enhoccements or rnodifkallons.
'Agreemanr means the Master Agreement, these General
Tema and Conditions, and any appendix, extension. renewal or
amendment signed by the parties hereto.
"Australian Privacy Act" means time Privacy Ad 1888, as
amended, and all regulations and guldance Issued thereunder.
"Business Day' means Monday through Friday, excluding the
following holdup recognized In the Province of Ontario,
Canada: New Yea's Day; Family Day; Good Friday; Victoria
Day; Canada Day; Chrio Holiday; Labor Day; Thankaghift
Christmas Day; Boxing Day.
'Business Houf• means an hour between 00:00 and 20:00
Eestem Time (ET).
'Documentation' means the standard, Engllsh-language
printed and electronic versions of all documeMegon Intended
for use with Ore Software, Including but not limited to the
Specifications, user manuals, system administrator manuals
and other guides, but excluding training materials.
"DPA" means on UK's Data Profocfliwr Ad 1888, as amended,
and all regulations and guidance Issued Ituereunder.
'Effective Date' means the date when both parties have signed
the MosterAgreement.
'Error means any material and reproducible failure of the
Software to operate andfor perform In accordance with the
Documentation.
'Fess• means the fees payable ler the Uconse, MSS SeMcas,
Hostig Services, and Professional Services, specified In the
Master Agreemert
'Hosting Services' means, If applicable, the hosted, on -
demand services provided by Halogen for Customer's benefit
pursuent to Section 6 and Appendix C.
'M&S Services" means those maintenance and support
services provided by Halogen pumusxt to Section 3 and
Appendix B.
"Profeselonsl Services' means the services provided by
Halogen pursuant to Section 4 and Appendix D. namely the
One -Tine Professional Services and time Annual Professional
Services, a. well a. any services that Halogen may agree to
provide purauent to a Services Agreement.
"Rovlsw' means an evaluation document created for an
employee or contractor of Customer using the Software.
"Speculcotlons' means the tedv" opecificatlons for the
sofWwore Identified and sat out In the Documentation.
Term' means the heal subaa"on tern and any annual
renewal term, as described In Section 7(s) of this Schedule A.
'Update means a fir, patch or such other minor Improvement
enhancement, modification or expanslon of the Software
(typically denoted by an increment to the Software's number
Immediately to the right of the decimal point. Le. 12.1, and 12.2)
ss well as major revisions to and new versions of the Software
(typically denoted by an Increment to the Software's number to
One loft of the decknel point. I.e. 12.0 and 13.0), which are
generally commercially distributed by Halogen as part of the
M&S Services and for which Halogen does not impose a
separate charge or license separately.
(b) eggend(ces. The following appendices are attached to and form
part of those General Terms and Conditions:
Appendix A Description of the Software
Appendix B MBS Services
Appendix C On-Demard Hosting Services
Appendix D Professional Services
2. GRANT OF LICENSE
(a) General Grant During the Tenn, except as otherwise specified
herein, Customer Is hereby granted a norAmnsferable, non -
assignable, non-exclusive, Internal license, without right to
sublicense, to use the number of licensee to the Software and
Documentation specified In the Master Agreement solely for the
purposes contemplated by and described In Appendix A,
provided however that In rasped of Halogen eRecrultmenim. H
applicable, such license use shell be Imfied toCustomer Size
("License"). Notwithstanding the foregoing, Customer Is
hereby permitted to sublicense Re right to use the Software and
Documentation to Its Alfflates, provided that m Customer
provides Halogen with a minimum of ten (10) days prior written
notice of such sublicenee; pQ Customer remains solely
responsible for the actions andlor Inactions of such Affiliates;
and (M time combined total of all Licenses does not exceed the
maximum number of Licenses, or In the case of Halogen
eReauftment"'. K applicable. Customer Size, specified In the
Master Agreement.
(b) Restrictions Customer shall use the Software and
Documentation coley for No internal business operations.
Except a expressly autharired by Ude Agreement, Customer
shall not without Halogen's prior written consent: (I) use, copy.
molly, adapt, Improve, maintain, losnse, sublicense, lease,
eel, rent, export or grant other rights In and to the Software; d9
transfer this Agreement or any license to use the Software In
whole or in part; (In except ss permitted by law, translate,
reverse engineer, modify. adapt create derivative works,
decompfie, mage, separate, disassemble or convert Into
Son Rafael Pofte Deparkne t - Subwlpron On Demand eA HRIS - 0e -20124M - eb.dd
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human readable form or Into another computer language, all or
any part of the Software; (Iv) remove any copydgM, patent,
trademark, design right, trade secret, or any other proprietary
rights legends from the Software; or (v) dl dm the results of
any benchmark test of the Software to any third party. Customer
le responsible for all ectivitles conducted under Its user login
and for Its users' compliance with this Agreerment. While using
Me Software and Documentation, Customer shag not; m send
or store Infringing or udawkd material; M send or store
malicious ious code; plq attempt to gain unauthorized access to, or
disrupt the Integrity or performance of, the Software or the data
contained therein; (tv) permit acme to the Software by a dkect
competitor of Halogen; or (v) use the Software to provide any
service to a third party.
(c) Conlee. If Customer's deployment Is on -premise, Customer may
make a reasonable number of copies of the Software for back-
up or archival purposes. NaRtiMlbatanding the foregoing, absent
HalogerYa prior written permission, Customer Is not authorized
to Install more than one Instance of the Software, Customer
may also make copies of the Documentation for use at
Customers premises as necessary to assist Customer In using
Do Software. Customer shag reproduce all conlidentleilly and
proprietary notices upon such copies of the Software and
Docurnenb0n.
(d) gem (;ights. Any rights not expressly granted herein shag
be reserved for Halogen. Rights In and to the source code as
well as rights In and to other Inlamatlon pertalntng to the logic,
design or structure of the Software are specifically excluded
from the License.
MAINTENANCE & SUPPORT SERVICES
Halogen shag provide the M&S Services as described In Appendix B.
4. PROFESSIONAL SERVICES
Customer acknowledges and agrees that it must purchase One -Time
Professional Services and Annual Professlonal Services in
conjunction with the I kensa. Upon request, Halogen may provide
additional Professional Services, including, but not limited to training,
consulting, database or data migration serADOL In support thereof
and In accordance with the provisions of Appendix D, Halogen shag
provide the Professional Services specified In the Mester Agreement
end such fiather Professional Services as may be specified from
than to time In a Services Agreement.
HOSTING SERVICES
If purchased by Customer under the Mester Agreement, Halogen
shall provide Hosting SeMces during the Tenn: (1) In support of the
number of Uceness, and/or Customer Size, if applicable, spedisd In
the Master Agreement. and, (1) In accordance with Appendix C.
Unless otherwise agreed by the paNas, the Hosting Services shag
be provided In respect of one (1) hosted aha only.
PAYMEN78
(a) Fees and Expenses, Customer shag pay to Halogen the Fees
and other expenses, as applicable, set out in the Master
Agreement. Following the Initial subscription term (es Identl1led
In Seddon 1 on Page 1 of Ude Agmemenq, Halogen reserves
the right to Increase the Annual Software License Subscription
Fee and Annual Professional Services Fee as set out In the
Master Agreement upon renewal upon not has than thirty (30)
days notice.
(b) No Uceme Rlohrtsfikwonelon Customer acknowledges that
Customer has no rights under this Agreement In reaped of any
undisputed unpeld Licenses and Professional Services.
Halogen reserves the right to suspend the performance of arty
or all of No obligations hereunder upon not less than thirty (30)
days prior written notice H undisputed amounts are unpold when
due and remain unpaid at the end of such notice period
Specifically, If Customers deployment to on -demand, If
Customer does not pay its annual Hosting Services Fee In a
timely manner (which Fee Is part of Customers Annual
Software Ucense Subscription Fee), Halogen may terminate
Cuslomers hosted access In accordance with Section S of
Appendbc C (Termination of Hoeft Services).
(c) Dom. H Customer disputes the correctness of any pet of
Halogen's invoiced Fan or expenses, Customer shall advise
Halogen wdthln thirty (30) days from Customers receipt of the
applicable Invoice, failing which such Involve must be paid In full
In accordance with the terms of this Agreement. Nothing M this
clause allows Customer to delay payment of any pat of the
applicable Invoice that Is riot In dispute.
(d) TEM. Customer shag provide Halogen with a tax exempt
cerligcale, failing which, Customer shall pay all applicable
dupes, taxes or amounts due In Fou thereof owed by Customer,
related In any way to this Agreement, exclusive only of taxes
based an Halogen's net Income.
(e) Shlome Unless otherwise agreed by to Parise In wvritktg,
Halogen shall deliver tie Software and Documentation
eleclrordoelly. If a physical shipment Is required, It shall be FCB
Shipping Palm. Responsibility and title In the Software (to the
extant List any title Is transferred carder this Agreement) shall
pass to Customer as follows: (D If physically shipped, once the
Software Is delivered to Halogen's commercial carrier, pq H
electronically shipped absent any Hosting Services from
Halogor% once Halogen deilvers to Customer the applicable
downloadable license file, or 01) If electronically shipped to
Customer for use In Halogen's hosted on -demand hosting
*Wronment, once the Software Is made available to Customer.
The Software shall be deemed accepted upon dsilvsry.
(f) Currency, Unless othervdse Indicated, all prices quoted In this
Agmement are In United States of America Dollars rUSDJ, and
payments to Halogen pursuant to this Agmemerd are to be
made In USD.
(g) Momv Back dusrentee. All Software licensed by Halogen
under the terms of this Agreement (cher than additional
Iloomes for a previously licensed module) and the Annual
Professional Services component of the Customers
Professional Services entitlement shag be subject to a money
back guarantee, commencing upon the Effective Date of this
Agreement (or the applicable Addendum) end continuing for a
period of one hundred and eighty (180) days (the 'MBG
Petodr). At any time during the MBO Period, subject to the
below listed condltlons but otherwise at Customers sole
discretion, Customer may elect to terminate this Agreement
(either In whole or In part, In respect of only select module(s))
and obtain a pro -rata refund of the first years Annual Software
License Subscription Fee and the first years Annual
Professional Services Fee for the module(e) being returned,
calculated from the date Halogen receives Custaners notice to
the and of the first year's subscription tern. In such event,
notwithstanding anylMng In this Agreement or the applicable
Addendum to the contrary, Customer shag not be required to
pay Halogen the subsequent years' Annual Software License
Subscription Fee (U arty) andfer the subsequent years' Annual
Professional Services Fee (if any) In respect of such module(s).
The money back guarantee described above Is subject to the
following conditions:
(q Customer must have booked and fully received oma
of Halogen's assisted knplemenlatlon services
programs for the module(s) being returned. For
clarity, Customers refund entitlement does not
Include the One -Time Professional Services Fee
paid or payable In moped of such services program,
and,
(1) Customers notice must be sent to
with a hard copy by
Sen Rdsel Polos DepaMxeM- SubsWon On Demand eA HRIS - 00-2012433 • eb.dd
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fiJ,
regular mail to the address noted above, Attention:
Finance Department.
T. TERM AND TERMINATION
(e) IM This Agreement be effective on the Effective Date
and shall, union earlier terminated as provided heroin,
continue for the Initial subscription term (as Identified In Section
1 on Page 1 of fhb Agreement). Following the Initial
subscription term. the provisions of Sts Agreement shall
automatihe1y ronew at Halogen's Ihewcraront miss for
subsequent one year terms, unless either party provides written
notice of Its Intention not to renew this Agreement at least Wdy
(30) days prior to the end of the then-cunrent subscription term.
(b) Termination This Agreement shall terminals on the earlier of m
termination of the Tern, where notice of non -renewal Is timely
provided by one party to the other In accordance with Section
7(a) above; PQ on a day that Is thirty (30) days after one parry
gives the other written notice of breach by the other of any
material term or condition of this Agreement, unless tiro broach
Is remedled before that day to tiro satisfaction of the notifying
party; (HQ upon written notice of termination by one party,
effective immediately, If the other party is or becomes Insolvent
or bankrupt or ceases paying Its debts as they mature, or
makes or files an assignment In banlouptsy or otherwise
acknowledges Its Insolvency, or a trustee, receiver, liquidator or
similar official Is appointed for the other party or any substantial
portion of Its property and assets, or bankruptcy, Insolvency.
arrangement or similar proceedings we Instituted by or against
the ollm party; (h) upon veftten notice of temiationby either
rry,
peeffective Immediately, O the circumstancircumstancesxstances o� Force
Majeure described In Section 18(d) are continuing and have
continued for a period of at least ably (80) consecutive days; or
(v) upon written notice of termination by Halogen O Customer
falls to pay any or all undisputed Fees or other amounts due
hereunder within fifteen (1 a) days of receipt of such notice.
(o) EW of Iminelloll odhin Agreement,
and unless otherwise providedherrem If torrrdnati n Is dueof
Customer's unromedled material breach or Its bankruptcy or
Insolvency (as each aro described In Section 7(b)) or due to
Foca Majeure (es defined In Section 18(d)), all payments that
would otherwise have been payable for Software received or
Services performed hereunder during the Term (to oro extent
not already paid by Customeh shag become due bnrnedlately,
(9) If termination Is due to Halogen's an medled material
breach or Its bankruptcy or Insolvency (es each Is described M
Section 7(b)), any prepayment made by Customer to Halogen
for Software received or Services that would othenMse have
been performed after the termination date shell be refunded to
Customer, (NQ subject to paragraph (e), Customer shag
Immediately cease using the Software and, shall return to
Halogen or destroy all copies of the Software and
Documentation, and cer* to Halogen In writing that Customer
has compiled with Its termination obligations hereunder, and (iv)
each party shall return to the other, or destroy ail Confidential
Information of the other party In Its possession or under Its
control, and provide certification of destruction of same upon
request
(d) Services Termination. Should either party terminate any Hosting
Services or Annual Prafeselonal Services (as Mmssly
provided herein), the provisions of this Agreement which are
applicable to the services or obligations so terminated shag be
deemed terminated and the provisions of Section 7(c) shag
appy, se applicable. Termination of such Services shall not
result In tiro termlnallon of any valid licenses to the Software,
which shag otherwise remain In full force or effect as provided
herein.
(e) . Sections 2, 8(c), 7(c), 8 to 10 and 12 to 18 shall
survive the termination or expiration of Ihle Agreement.
OWNERSHIP
(s) General Prooderary Rlohb. The SoiMisre and Documentation
and the media on which they ars provided (if any) are Ncensad,
not said. Al dght, title and Interest In and to the Software and
Documentation, Including ail patents, copyMW trademarks,
mask works, circuit layout rights, design rights, trade secrets
and Wier proprietary and Intellectual property rights In or
misted to the Software and Documentation, along with all
enhancements, modifications, translations and derivative works
of the Software or Documentation, belong to Halogen or its
Newsom, whether or not spednc ly recognized or perfected
under tiro laws of the country where the Software and/or
Documentation Is located.
(b) Food Halogen shall have a royally -free, fully paid-up.
nonexclusive, perpatual, Irrevocable, worldwlde, transferable
(only to a successor In kderest by way of merger, morgs *Mlon
or sale of all or substantlak all assets or equIW, subncensable
Hoarse to use, copy, modify, or distribute, Inccsdkng by
incorporating Into the Sollware, any suggeations.
recornmendenore or other feedback provided by Customer or
Be users relating to gra operation of the Software.
(c) No Additional Rights. Notting In this Agreement shall be
construed as Increasing the number of copies Ilceneed to
Customer or the number of permitted users or licensee, or
providing Customer wfih additions) Halogen products or
services.
9. CONFiDENTIALITY
(a) Deftill The parties acknowledge that one party rReceNing
Partly") may recelve confidential and/or propdetmy information
relating to the other panty ('DhwJming Party') or Its licensors
or customere CConfidenthd Information). The parties shall
only use such Confidential Information In the performance of
this Agreement and shall not disclose any such Confidential
Information to any other party unless authorized by the
Disclosing Party In writing. Halogen Confidential Information
shag be deemed to Include, regardless of madkkng, the
Software, the Documentation, any unannounced product(s) or
seMco(s) of Halogen, and the terms, condillons and subject
matter of this Agreement and any related contractual
documents. If Customer's deployment is on -demand, Customer
Confidential Information shag be deemed to include. regardless
of marking, all Customer data, files and records stored on any
Lused by Halogen to provide the Hosting Services.
As soon as practicable, Receiving Patty slang notify Disclosing
Party of any breach of this Section 9 of the Agreement.
(b) Restrictions Receiving Party shop not transmit maintain,
rernanufacture or duplicate all or any pad of, the Corrgdentlal
Information w apt In accordance with the farms and conditions
of this Agreement Receiving Party shell be direly liable for time
acts or omissions of He employees or contractors with respect to
such conflderdially obligations. Recelving Patty agrees to
protect the Confidential Information with at least the same
degree of care It uses to protect Its own trade secrets and
pmpdetwy Information but no less then reasonable caro.
(c) Exclusions, The foregoing confidentiality obligations shag not
appy to Confidential Information which. (Q at the tkne of
disclosure Is within the public domain, other then through a
breach of this Agreement by On Receiving Parly; (m after
disclosure becomes readily and lewhrily available to the Industry
or the public, other Oran through a breach of this Agreement by
the Receiving Party; (D) Receiving Party can establish, by
documented and competent evidence, was In fie possession
prior to the date of disclosure by Disclosing Party; Ov) Receiving
Party can establish, by documented and competent evidence,
was Independently, developed by the RecelAng Party without
use or reliance upon the Confidential Infomation: or (v) is
approved for disclosure, In advance, In writing by DbcloabV
Party.
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(d) gZMW12d Dlscbsurp. In the event that the Receiving Party Is
requested pursuant to legal process to disclose any
Confidential httormllon of the Disclosing Party, the Receiving
Party shag provide the Disclosing Party with notice to such
effect, and at the request of the Disclosing Party shall co-
operate with the Disclosing Party at no cost to the Receiving
Party In seeking relief against the disclosure of such
Confidential information. in the event that through legal process
the Receiving Party Is obligated to disclose any Confidential
Information, the Receiving Party may do so without breaching
the terms of this Agreement, provided that fie Receiving Party
franishes only that portion of the Confidential Information that it
Is IegeDy required to hunish.
(e) Eaudlable Remedies. Receiving Party aclanowladges that
disclosure or use of the Confidential Infomnation contrary to of
Agreement may cause the Disclosing Party Irreparable harm for
which damages would not be an adequate remedy and further
acknowledges that, In addition to any other remedies that may
be available at law, the Dtaclosing Party may appy for all
available equitable relief Including In)uncM relief.
10. PERSONAL INFORMATION
Halogen acknowledges that, In the course of fulfilling Its obligations
under this Agreement, it may have or be given access to Information
eb and an Identifiable Individual which Is personal Informllon,
personal date and/or sensitive personal data (as defined In the
applicable privacy or date protection legislation, H any) ('Personal
informationj, Halogen shall comply with ad applicable laws
governing the use, disclosure and access of such Personal
Informeton, kwArding but not limited to, any and all requirements to
protect such Information from los or unoulhorizsd access as
required by the Personal Inf mnsf/on and Ekdmk Documents Act
(PIPEDA) where applicable. Without limiting the generality of the
foregoing, Halogen agrees that Personal Information shall be
considered and treated as ComVential Inform lion and shall
therefore be subject to the provisions of Section g.
11. WARRANTIES
upon Installation, that certain customary Infrastructure such as
Internet connectivity must be In piece at Customer's site In order
for certain functionality to operate in accordance with the
DocumentalloN and that the provision of this Ihfrasbucture Is
not part of this Agreement.
(b) Services Wananly, Halogen warrants that the Services to be
provided hereunder shall be performed vAh reasonable aero
and ski] by an individual trained In and competent with the
Software and In a professional manner. Halogen's sob
rssponabllity and Customer's sole remedy with respect to
defident or naaeonforming Services Is to use commarclelly
reasonable efforts to re -perform such services in accordance
with the inns and conditions of We Agreement.
(c) Genera(. Halogen represents and warrants that it has all richt,
paver, and authority to enter Into this Agreement and to provide
the Software and Services described In the Agreement and that
nothing In this Agreement or Halogerfs performance consistent
therewith will violate any agreement or obligation that Halogen
has to a third party.
(d) Holme THE WARRANTIES IN THIS SECTION 11 ARE
THE ONLY WARRANTIES EXPRESSLY GIVEN BY HALOGEN
WITH RESPECT TO THE SOFTWARE, DOCUMENTATION
AND THE SERVICES. TO THE EXTENT PERMITTED BY
LAW, HALOGEN EXCLUDES ALL OTHER WARRANTIES
AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING
THOSE CONCERNING MERCHANTABILITY.
SATISFACTORY QUALITY AND FITNESS FOR A
PARTICULAR PURPOSE. HALOGEN DOES NOT MAKE ANY
WARRANTIES THAT THE SOFTWARE AND THE
OPERATION THEREOF WILL BE UNINTERRUPTED,
ERROR -FREE OR SECURE.
(a) No Authorization No Halogen agent, representative or dealer le
authorized to modify, extend or add to any wanerky on behalf of
Halogen.
11. INTELLECTUAL PROPERTY INDEMNIFICATION
(a) Software Warranty. Halogen warrants that during the period (B)
beginning on the Effective Date and continuing for ninety (OM
days thereafter CWarranty Pododly. W the Software shag
conform substantift to the Speclfications eel out In fie
Documentation ('Software Warrantyl; and M If applicable, the
media upon which the Software Is provided shall be free from
defect In materials and workmanship ('Madge Wonhantyl.
Customer's sole remedy and Halogen's sole obligation with
respect to a breach of the foregoing warranties Is as follows: m
In respect of the Media Warranty, provided that the media Is
rebaned to Halogen within the Warranty Period, Halogen shag
provide Customer with replacement media; and, tai) In respect of
the Software Warranty, provided that Halogen Is notified In
writing of the non-conformance durirng the Womonty Period,
Halogen shall, at Its sole option, use commercially reasonable
efforts to correct slgnHicant defects In the Software or provide a
workaround thereto, wfthcut charge to Customer, falling which,
Halogen shag refund to Customer an amount equhrabnt to, but
no greater than, the Annual Software License Subscription Fee
paid In respect thereof.
The above warrantee ahafl not apply to: (a) any Software that Is
modeled without Halogen's written consent or (b) any Software
which has been rrdaused, altered, repaired or used with
equipment or software not expressly approved by Halogen.
Halogen shell have no responsibility to claims arising from: m
modifications of the Software made by Customer If such claim
would not have erten but for such modifications, or (m
combination or use of the Software with any other products, If
such claim would not have arisen but for such combination or
use. Customer further acknowledges that the Software, If It Is to
be installed on-pnsrnlse at Customer's site and not hosted by or
on behalf of Halogen, typically requires some configuration
Defence of lafta Mita Halogen shall Indemnify, hold
Customer harmless against and defend or settle any action
brought against Customer to the extent that It Is based on a
claim that the Software provided by Halogen under this
Agreement Infringes any patent or copyright of a third party
registered, pending and/or Issued In Canada or the United
States of America as of the Effective Date ("Thins Party
Rights') and shall pay the resulting costs, damages andtal
fees finally awarded against Customer, provided that (Q
Customer notifies Halogen In writing within ten (10) days of
receiving notice of any such claim against Customer, (i)
Halogen or it 11consom have sole control of the defence,
compromise or settlement of such dab, Including any appeals;
QIQ Customer reasonably cooperates with Halogen In the
defence or settlement of such claim at no charge to Customer;
and (iv) Customer makes no admisdons or offers of settlement
to the third party. Halogen shall not be liable for any cost or
expenses Incurred by Customer with respect to settlement of an
Infringement dab without Halogen's prior written aulhorizallon.
(b) Exclusions. Halogen shall have no liability hereunder for any
claim of infringement based on: (n use of a superseded release
of the Sollwere H the ki ingemant would have been avoided by
the use of a current release of the Software that has been made
available by Halogen to Customer at no additional cost to
Customer, (0) the use of a release of the Software that has
been modified or altered by a party other than Halogen or used
not as directed by Halogen If the Infringement would have been
avoided by the use of an unmodified or unaltered release of the
Software; or (S) the combination, operation or use of the
Software with software, hardware or allw materiels not
furnished or recommended by Halogen If such Infringement
would have been avoided without such sollwars, hardware or
other materials.
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(c) Remedies. In the event the Software, or a component pad
thereof Is, pursuant to a Anal decision by a court of competent
Jurisdiction, held to hddrpe, or 1s believed by Halogen to hdMge
or polerdlagy Infringe, Third Party Rights, Halogen shall, In
addition to the Indemnification and defence provided for In
Seddon 12(a), and at Hologeds option, (a) modify, at Its
expanse, the Software to be non4nfdrhginL (b) obtain for
Customer a license to continue using the Software; or, N the
foregoing options ate not reasonably practicable, (c) terminate
this Agreement and refund Customer all prepaid Fees for that
portion of the Tam then remalnhg. This Section 12 shall only
appy In reaped of a final decision rendered by a court of
competent Judedldlon or In rasped of a settlement of an
Inidngement action with the prior written consent of Halogen.
(d) ENTIRE LIABILITY. THE FOREGOING STATES THE ENTIRE
LIABILITY OF HALOGEN AND THE EXCLUSIVE REMEDY OF
CUSTOMER FOR ANY INFRINGEMENT OF THIRD PARTY
RIGHTS.
I & LIMITATION OF LIABILITY
(a) LIMMATIOJY IN NO EVENT, UNDER NO CIRCUMSTANCES
AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR
OTHERWISE, SHALL HALOGEN, ITS LICENSORS, OR ITS
AFFILIATES, OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR CONTRACTORS BE LIABLE
TO CUSTOMER FOR: (9 ANY INDIRECT, INCIDENTAL,
ORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR
EXEMPLARY DAMAGES INCLUDING WITHOUT LIMITATION
ECONOMIC LOSS, LOST PROFITS, LOSS OF USE, LOSS OF
USE OF PROFITS, REPROCUREMENT COSTS OR LOST OR
DAMAGED DATA, EVEN IF HALOGEN OR ITS AFFILIATES
WAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE, OR
IF SUCH DAMAGES ARISE FROM ANY
MISREPRESENTATION, BREACH OF ANY IMPLIED OR
EXPRESS WARRANTY OR CONDITION, BREACH OF ANY
OTHER TERM (INCLUDING A FUNDAMENTAL BREACH OR
BREACH OF A FUNDAMENTAL TERM) OR BREACH OF
STATUTORY DUTY; OR (11) A MAXIMUM AGGREGATE
LIABILITY IN ANY CLAIM, ACTION, DEMAND OR
PROCEEDING WHICH EXCEEDS: (/A) FOR THE SOFTWARE,
THE TOTAL AMOUNT OF THE LICENSE FEE COMPONENT
OF THE ANNUAL SOFTWARE LICENSE SUBSCRIPTION
FEE ACTUALLY PAID TO HALOGEN BY CUSTOMER
DURING THE YEAR IN WHICH THE CLAIM AROSE; OR (8)
FOR ANY SERVICES PROVIDED, THE M&S OR HOSTING
SERVICES COMPONENT OF THE ANNUAL SOFTWARE
LICENSE SUBSCRIPTION FEE, OR THE ANNUAL
PROFESSIONAL SERVICES FEE, AS THE CASE MAY BE,
PAID BY CUSTOMER TO HALOGEN FOR THE SERVICES
GANG RISE TO THE CLAIM DURING THE YEAR IN WHICH
CLAIM AROSE
(b) Exced The foregoing 9mttations an Iabli ty shall not apply
to. W dam caused by Hatogen's gnea negligence or wilful
misconduct to either Customer or a third part'; or M third party
Intellectual property claims for which Halogen Is required to
Indemnify Customer pursuant to Section 12.
(c) Basis of Bomain. The parties admowdedge and agree that the
11mltsd warranty, exclusive remedles and Ibntted liability set forth
In this Agreement are fundamental elements of the basis of the
bargain between Halogen and Customer, and that Halogen
would not be able to provide the Software or Servlces on an
economic bash without such limitations.
(d) Limitation Period. No action, regardless of form, arising out of or
In relation to any services may be brought more then two (2)
years slier the completion of the services to which the action
relates.
14 DISPUTE RESOLUTION
AN matters of dMoence between the parties In relsllon to this
Agreement shag be dealt with In accordance with this Sectlom
Notwllhstsnding the foregoing, no provision hereof shag Mnit the rigid
of any party to obtain equitable rellef, Including without limitation,
honctive rdd, from a court of competent Jurisdiction before, after ar
concuarent wftih modledon. arbitration or other proceeding, provided
however that any proceedings which occur In accordance with this
Section and are brought by Customer shell be In Its IndMdusl
capacity, and not as a does member in any purported doss or
representative proceeding. The parties shall attempt to resolve any
dispute arlai ng from or raising to this Agmemat through
consultation and negotiation In good faith and a sptdt of mutual
cooperation for up to fifteen (16) days commencing on the date when
one party gives written notice to the other parry of any controversy or
dam. However, if those aftempts fail, the dspule shall be submitted
to arbitration. The parties agree that any continuing disputes arising
from or related to this Agreement shall be deckled pursuant to the
that*ument Poles of On Amadcan Arbitration Association at such a
location to be mutually agreed upon by the parties. If the parties
cannot agree on a location for the arbitration within ten (10) days, the
parties agree that the arbitration will take place In New York, New
Yak. Unless provided othenMse M the Agreement, the arbltretors,
at least one of whom *heli be knowledgeable about Information♦
technology agreements similar to this Agreement. may not award
non-monatery or equitable relief of any soft They shell have no
power to award damages it eonststent wllh the Agmennent or punitive
damages or wW other damages not measured by the prevailing
party'a actual damages, and the parties expressly waive their right to
obtain such damages In arbitration. In no event, even N any other
potion of these provisions is held to be kwalld or unenforceable,
shall the arbitrators have power to make an award or impose a
remedy that could not be made or Imposed by a court deciding the
matter In the same Judedistion. The arbitration shall be conducted In
the English language. All aspects of the arbitration shill be treated
as conlIdentlel. Neither the parties nor the arbitrators may disclose
the existence, content or results of the arbitration, except as
necessary to comply with legal or regulatory requirements. Before
malting any such disclosure, a party shall ghro written notice to the
other party and shall afford such party a reasonable opportunity to
protect I, Interests. The result of the arbitration and the reasons
therefore shall be given in writing, and Wit be binding on the parties.
and Judgment on the ad0ators' award may be entered In any carat
having Jurisdiction. The parties agree Vat the arbhrators award may
only be appealed on a question of law or patent unreasonableness.
EACH OF THE PARTIES HERETO IRREVOCABLY WANES ITS
RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
DEALINGS BETWEEN THE PARTIES RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT. EACH OF THE
PARTIES HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIA. INDUCEMENT TO ENTER INTO THIS AGREEMENT.
IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
18. U.B. GOVERNMENT END USERS
If Customer Is a federal government entity or government contractor
In the United States of America, the Software Is subject to the
following restricted rights: use, duplication or disclosure by the U.S.
Government is subject to restrldlons on set forth In subparagraph
(c)(1)Q1) of The Rights M Technical Data and Computer Softwere
douse at DFARS 2SZ227-7013, or subparegrophs (c)(1) and (2) of
the Commercial Computer Software - Restricted Rights at 48 CFR
62.227-19, or clause 18.62.227.88(4) or the NASA Supplement to
the FAR, as applicable. ContradodManufacturer Is Halogen,
1S. AUDIT
Customer to responsible for monitoring Its License count. N
Customer's deployment Is on -promise, Customer agrees to: m
advise Halogen, upon request, of all locations whom Software is
used or stored and to provide Halogen reasonable access to such
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locations and the Software, Including arty copies; 01) maintain
complete and accurate records lin accordance with generally
accepted accounting principles or IFRS. as applicable) relating to ft
activities under ft Agreement; and 01) upon request, not more then
once per twelve (12) month period, cortNy Its current use of the
Software Including without limitation Customer Size and number of
Job descriptions. as applicable. Halogen may, at Its expense, appoint
an Independent third party to audit, no more then once annually,
Customer's use of the Software. Any such audit shall be conducted
during regular business hours at Customers office, upon a minlrnum
of five (a) business days notice and shag not urxeeeonably Interfere
with Customers business activities. in nau of the foregoing, and at
Halogen's option, Halogen may require Customer to nor a license
utllkation script file not more than once per twelve (12) month period
and limey provide Halogen with the results thereof In support of this
Section 10. If Cuslomsr's deployment Is on -demand, Customer
acknowledges that Halogen shall have the ability to: m audit Its use
of the Software at any tions, with no prior notice to Customer, end M
require Customer to caft upon request, not more then once per
twelve (12) month period, Customers current use of the Software
Includng Wt houl Imitation Customer Size and number of Job
descriptions, as applicable. In addition to other remedies available to
Halogen. If any such audit or certMcallon stows that Customer hes
underpaid the applicable Fees, Customer shall pay such underpaid
Fess within thirty (30) days of Invoice, It underpaid Fees for any
period aro In susses of five percent (696) of the value of the Fees
paid for that period under this Agreement, then Customer shall also
pay Halogen's reasonable costs of conducting the audit, If any.
17. PUBLICATION
Customer consents to publication of Its name and logo by Halogen In
a factual isUng of Halogen's customers within presentations, on
trade show signs and on Its webefte. Halogen shall seek Customers
prior written autihorizadon for any other use of Customers name or
logos. Provided that Customer Is satisfied with the Software,
Customer agrees to consider: m pw#dpeting In a success story for
the Software to be published on Halogen's website end (K) acting is
a client reference for Halogen on an as- and when -needed bests.
18. GENERAL PROVISIONS
(a) Compliance with Applicable Laws. Each party shall comply with
any and sI applicable Ism, Including, but not Imlled to, export
laws, and, as applicable, the DPA and the Australian Privacy
Act.
(b) Governing Law and Jurisdiction. This Agreement Is governed by
and Is to be construed and interpreted In accordance with the
laws of the Slate of New Yak, without regard to concoct of laws.
The parties expressly dladaim the application of the United
Nations Convention on the International Sale of Goods to Ws
Agreement. Subject to SecUon 14 above, Customer submits to
the non4mmit sive Jurisdiction of the courts of the State of New
York, and Halogen submits to the exclusive Jurisdiction of the
courts of the State of New Yak
(c) Independent Princbeia. The parties are and shall at all time
remain Independent principal@ In all relationships and actions
under or contemplated by this Agreement and nefther party has
the suftrtly to and the other or to Incur any obligations on fie
behalf, Neither party shell represent fieeN to be the agent, )int
venturer, partner or employee of the other nor shall either party
make any statements or lake any steps or acts that do or could
imply or create any agency, Joint venture, partnership,
employment or other business relationship between them, other
then as expresely hereby contempleted.
(d) Force Maleure. Subject to Section 7(b), neither party shall be
responsible for delays or failure of performance under We
Agreement, except for Customers obligation to pay the Fees, to
the extent resulting from causes that are beyond the reasonable
control of such party and which render the continued
performance of this Agreement Impossible, Impractical or Illegal,
Inckiding, but not limited to, fire, flood, explosion, tomedo,
epidemic, earthquake, snowstorm, Ice storm or other act of
God. embargo, explosion, malfunction, dots, civil disputes, efts
of terrorism or wer, failure of the Intemet or government controls
or regulations ('Porn U*umJ. The existence of such
causes of such delay or failure shall extend the period for
performance to the extent neoemmy to enable complete
perfomronce In the exercise of reasonable diligence after the
causes of delay or fsMum have been removed.
(e) Aselonment and Berm Other than as permitted under Section
2 of this Agreement, Customer may not assign an or ped of We
Agreement without Halogen's prior written consent.
Notwithstanding the foregoing. either party may assign this
Agreement In Its entirely wMW consent of One other party to No
sucoeasor in Interest In connection with a sale of an or
substantially an assets or equity not Involving a direct
competitor of the other party. This Agreement shall be binding
upon and knee to the benefit of On succemrs and pan. Itted
aeeigra of the parties.
(}) N Ing. An notices, requests, demamie and other
communications required or permitted under this Agreement
must be In writing and are deemed to have been duly given, If
sent by fax (recelpt conAmned), on the day It Is received, B
delivered In person or by couder, when dellnemd, N malted by
registered or eertiled mall, postage paid and return mcelpt
requested, from w1Wn the United States or Canada, on the
forth Business Day following the date of mailing, or If from
outside of the United States or Canada, on the tenth 8uslneas
Day, to One addressee of the parties given an the fret page of
One Master Agreement or to such other address as a party may
from time to time specify by notice In writing to the other party.
Notions to Halogen shell be made to the attention of the Chief
Financial Officer, A notice deemed to have been received after
8 p.m. on a Business Day, or on a day which Is not a Business
Day at the place of recelpt, shall be deemed to have been
received at 9 a.m. on the fiat Business Day thereafter at the
place of recelpt.
(g) Severabftt. The provisions of this Agmemord BW be deemed
severable. If any provision of this Agreement shall be held by a
coral of competent jurisdiction to be contrary to law, the
remaining provlelons of Ws Agreement shelf remain In full force
and effect
(h) . The waterer by either party of any default or breach of
Ws Agreement shall not constitute a wolver of any allm or
subsequent default or breech.
(I) LongBgg@ The parties confirm that: (q it is their wish that this
Agreement, as well as all other documents relating to this
Agreement, Including notices, be drawn up In English; (IQ any
and all Services provided pursuant to this Agreement,
Appendices B, C and D to fhb Agreement and any applicable
Services Agreement shall be provided In English; and (ill) the
English language shall be controlling M ad respects.
W Confit t In the event of a confikt between We Master
Agreement and a Services Agreement, the Master Agreement
shell prevail to the extent necessary to resolve the conflict.
(k) Contracts (Rights of Third Parties) Act 1999. This Agreement Is
not Intended to confer rights on third parties.
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NQ
,APPENDD( 9
DESCRIPTION OF THE SOFTWARE
Halogen eApprslssll" Is licensed In units d'Rwbw UcenaW. Thor
number of Review 1.1comes limits the number of employees or
contractors of Customer that sen be appraised each calendar yew. A
Review Lianas allows an employee or conbaeler of Customer to be
appnlsed with Halogen shppralalm by an unibMled number of
RespondeMa an unOn bd number of Bores daft to calender year.
Review Licenses am consumed whenwar adift occurs, ralatsd to an
Individual who Is the subject of an evdualhm, dudng the paned In wddah
the Individual Is part of on open epprelsel process. A shwa Individual (tor
sumpK an employes or ccntmotor) will only consume a dngM Review
License during a calendar yew period regwdim of the number of
appmU processes that are opened against gut Magi@ Individual.
Generally speaking. activity, Mated to an Individual listed In Uro
SoRweni's User Center who, M not the esbjaet of an evaluation or
sppn" dudng a calender yew period will not consume a Rsvlew
Liansq provided however, that mbNMsMf4q Um foregoing, use at
Halogen sAppMul"r to perform the fdWMm acCWtiee don not fell
wllldn the foregoing wuemptlon (Le. Custanefs performance of such
adlvltis MR consume a Rsvtsw License par employes): gods
mansgemeat, joumsling, talent proUyng and/or development ptanrdng
oubdda any process. For purposes d daft. a Review License used by
Cuelomer to apprise an employee who subse"andy Issyss VWr
employ cannot be reused to appraise anotiror employes within the cam
calendar yaw. *Respondents" means tiro arnpleyees or cont 1, re of
Customer who aro auftrlved by Customer to sans the Software for
purposes of conducting a Review.
HdeganO HRIS Connect" Is on optional u ft that M suitable for on by
ardemand customers as well as ompramhs ouslomem wilh a thbd-
pely howled HRIS system. R eliminates ft need for any mem d elfori
when funporting employes data Into On User Center of Halogerft
Employes PaAotmsnos and Talent Management Bulls. It rum as
Windows Service, Installed locally WUb Customer's nstwodc, and can
reblsv* updated ampioyss Info mallon horn two types d sources: • CSV
IIM of a SOL dah"no. Thor HRIS uNy Is eordlgund only ones, after
which It nes unit nded according to Custsm*/a schedule. Halogen vA
eclat Customer wtih related b%tauatlon end oonllgumdon requirements
and will dheuae data Isiad mqubwnenb Vl h Customer. Customer M
respondh for ensuring source data M awYiable to the HRIS uMNy In tine
appnoprMts formal An pad of tiro aMloaatlon. Customer vrS also
delehmkra haw often. and at what time, 0h* transfer of Information will
occur.
Festu se and Functionality of Halogen Software Products
The foregoing description of the Software and Software modulo Is
provided for InfomnUon purposes only. Customer acknowledges
that the description of tin Sotbesrs may be subject to change, and
Md the scutal f esum and fiundlonality, of the software may vary
than the descriptions herst.
San Rated Police Dap orbneat - Subscription On Demand eA HRIS - M2012413.7 - ab.dd
Canted on 7/068012 Peg* 10 d 20 Confidential
MAINTENANCE & SUPPORT SERVICES
DEFINITIONS
-Sawrtty Lever mew the level of severtly assigned to an Error In on
Halogen Saffware by Halogen and Customer using the fallowYp aNPW-
86ve011110, Desoription
Level
1 An Enor that has a critical Impact on the
development, deployment arms ", use ofthe
Software, rssuiCrp In the Inability to comlmu to
deploy or use the Shcwua see required or Intended.
A Severity 1 Error does not have a reasonable
workaround, cannot reasonably be coria d by
addIno to or dunalnq to Daoumenbtlorn
2 An Error that awes a seven rastrlWon on the
development, deployment or operational use of the
Software, resulting in the metrlched ability to continue
to deploy or uss the Soflwers. A Seve ly 2 Ertor
does not have a reasonable workaround, cannot
reasonably be conceded by adding b or dmping tin@
Documentation.
3 An Error that causes ilmiteloru which are not -Ol
or ssvete to the davebpnmA deployment or
aps-ft use of the Sdtw-m. A Seamy 3 Error
has a reasonable workaround.
4 An Error that cause- a slight Inconvenience to tfus
development deptoymatt or operational use of the
Sortwam A Severity 4 Error has a reasonable
workaround
MAINTENANCE II SUPPORT SERVICES
MAINTENANCE
Halogen will provide to Customer any Updates to the Software that Halogen
makes salable to Its clients generally at no additional charge. Unless
Customer Is oo-premles, Halogen b responsible for the Installation of d
Updates. Customer acknowledges and agrees that arbkr Update may be
provided witiwun notification, Including, without linitetion, high pdortly and
necessary lona and features. security tomes and performance patches,
blended second level support is Included In Halogen's MSS Services offering.
Halogen wit Woo provide to Customer telephone or @mail assistance by a
qualified representative on a 5 x 24 basis Mom 20:00 Sunday to WOO Friday
ET) to attempt to anneal or bypass Enos that have been brought to the
evangon of Halogen by Customer. Halogen may provide such telephoto
assfstence Brough a design of he chole@ to up to three (3) deslgmbd
routs of Custonur who am bob ad and krwrd@dgesbl@ M the use of the
softem. Halogen provides emergency Support anyy, on the foil"
holldeys: New Years Dar, Labor Day; Christmas Der,Bolmhg Daly,
Halogen will make aornmerdaly reasonable eflerta to sola reported Errom In
accordance with the Severity Level classification and the response tines
listed below. through system changes or suggested workanuncle, If the
Halogen Services am unavailable to and users, Customer will use
commardsNy reasonable efforts to cooperate with Helog in In resolving any
problems.
Halogen shell provide a Oared support process b Customer, providing a
conbdled escalation environment which dollars multiple levet of support as
deemed appropriate for Customers'Individual Issues. Respome Ome vanes
depending on the cravenly of the Error. Each Error Is assigned a Halogen
support Octet which Is elther h/ISed by the Support Technician, or escalated to
the Support Manager as required
If the support Uekd requites further ssahsi on, the saslstence of other Halogen
tahnlcw Is etilsbd by the Support Manager.
When re OMM a suspected Error, Customer will assign the approp lem
Severity Level alegory. which, In Customer's reasonable Judgmant, ac umtely
describes the Impact on Custamrs opaaSnp environment. Halogen reserves
the right to reclassify the Error I it detemirms, In E- reasonable Judgment that
such reclwlfiatlon Is appropriate. Wham the parties disagree on the
classification, Halogen will review the Error with Customer to attempt to agree
on a mutually acceptable classification.
Severity Laval Respon a Timm:
Severity
RespomeTkm
Level
I
Acknowledge WWM 4 004 Business Hours;
raoonse within one III Business Day.
2
AdowAsdip wleen 4 (four) Buelmea Hours;
teeooms w ift two (2) Busbum Dave.
3
Acknowledge wi0dn 1 (w) Business Day;
MOWN within seven f71 Business Dave.
4
Acknowledge within 2 (two) Business Days;
resoorae d the discretion of Hatonen.
SUPPORTED RELEASES
B Customer's deployment b an.dsmsnd, M&S Services are city provided for
go Update of the Software Instilled by Halogen for Customer.
I Customet's deployment In on-plembe, M&S Services are only provided for
the two most recent Updaam mode available by Halogen to Customer. For
clarity, in addition to the foregoing, M88 Swvloea Berl also be provided for
any and all Mos. patches and other miner Improvements datd by an
Increment to the Sonware's texrrber two ciecea m the WM of the doctoral Rd
to which the Iwo mod racent Updates relab But ars generally commercially
distributed by Halogen as pan of On MSS Services mord far which Halogen
does not Impose a upstete charge or License separately (Le. M 11.2 and 11.3
ars the two most r@ceof Updates muds evalable, M&S Services shag also be
provided for 11.21, 11.2.2, 1123 and 11,3.4
Halogen has no obligation to provide MSS Services to Customer In miallon to
Updates ogler tum as described above.
CUSTOMER RESPONSIBILITIES
The M&S Services am only provided to Customer. Unless otherwise agreed
by the parties, Customer Is solely responsible for hat leval support of Its
Affiliates and amployesa.
Customer will maks commercially reasonable efforts to cooperate whh
Halogen In an problem teselutlons. This Includes but Is not Wnibd to providing
timely access to N r qulnM expert to resort Issues wINn Customer's
envkonment.
I Customer's deployment Is on•prenbs, Customer will protect Its data from
loss by inpfamnting appropriate back-up procedures. Customer b solely
responsble fordate reatontim ham back-ups.
EXCLUSIONS
If Cudonmrs deployment Is orptemise. Halogen shall have no obilg@Wn to
provide M&S Services I an Error Is awed by: (a) rsloa8on, movement,
Improper operation, neglect or mbuse of the Software, (b) Customer's failure
to malnbhn proper sits or environmental conditions, or (o) failure or Intertuption
of any electrical power, telephone or communication Me or Ike cause.
S Customers deployment Is elthsr on -premiss or wAsmend, Halogen shag
hove no obligation to provide MSS Services I an Error Is caused by; (a) any
faun of Cusiomero agents or employees, (b) any attempt at repairs,
maintenance, or modlAatlons to the SoRwom performed by other than
suthartred servo personnel of Hakeem (o) unsuthorked no of thid parses,
(d) service for the Solhmn for which all requited Updates have not been
implemented by Cuslormr In accordance with Section 3 above, (a) problems
caused by ON party softwars Included with or embedded In the Software
(unieas Customer Is wing a version of to Soltwee for which support for such
third party tofferare Is available to Halogen or Halogen has agreed to the
Inclusion of such gird party sot rete (f) any other caws external to the
Soflwers except ordinary use, (g) conllguatiom of or fslkxa of third party
wmdwam or aaeware products, (h) Improper sbkmg of hardware or soflwan
platlofms for the volume of data and users, or M any other service not
axpressty est out in this Appendix B or which is expressly excluded in this
Appendbt B.
The M68 S@rvlas do not Include services or dellanbles provided under a
Services Ag. eso, urd or other services cutlde the scope of this Appendba B
such as support for unsuppoabd rah-ess of She Soft em. maintenance and
support of such toms may be obtained by Customer under a Professional
Senvkas engagement.
HARDWARE COMPONENT FAILURE
Halogen Is not responsible for Custmer's hanhimm err any components that
enable Customer to access Hatogan's onslemand date anter.
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a
7. TERM AND TERMINATION OF MAINTENANCE AND SUPPORT
BERVICEB
Upon paTment d the applicable Fees, Halogen WM provide M68 SaMas to
Customer during the Tem►. In the evert of absolve or unpnd@Wonal conduct
by Cuemmer which Halogen determine matodaiy If I Its obiity to deiver
the MILS Services described herein, Halogen shall so advise Customer and
representatives of each party's senior management shall attempt to resolve
such conduct Isseek failing which, the Customer reprasentst m being
complained of shag be replaced.
MILS Services we mandatory for the an** duration of to Tenn.
San RAW Poke gspoilmor t - Subscription On Demand sA HRIS - 08.2012-8x1- ebdd
Created on M112012 Page 12 d 20 Confidential
19
APPENDIX C
ON -DEMAND HOSTING SERVICES
1. HOSTING OF SOFTWARE
If applicable, Halogen will provide omdsmud Hosting Services for tie
Software an its server for the benefit of Customer for the Tenn of the
Agreement, unless such Hosting Services are terminated In exordance with
Section 6 of We Appends C. Halogen and provide the Software to Cudmner
in a secure enviro m mt, ndudinp probing the Infrastructure from the
exIemal anvipaw" vie fimvdl systems and protedMg data Inu mission
over secure neMiodc connections using SSL behnology. RooNadmh tairdor
aooese willbe orautrotied end Ilrntbd to these that nquke Occas to support the
platform. The ScReare will be operated In on electronically tee I I fedlty on
a raised floor with redundant HVAC, UPS and diad generator power back-up,
and 240085 surveillance ofd hosted Infrastructure and envYonnerltd
subsystems. N Wornanb of to deleted platform N clustered for
redundancy. As a stsndend service. Halogen ourremty conducts daily
encrypted Incremental back-ups, and weekly and monthly encrypted full back-
ups. N back-ups we stored at an off-sb to, ", Webky badk-ups are
robbd every 4 waft monthly back-up am stand for 1 year. Charges may
apply should nanedate restore of olf-aft beck -ups be required twuph no
fault of Halogen. Unless othorwin agreed by the pubs, the Hosting Sakvias
shat be provided In rasped of ore (1) hosted elte a*.
2. CUSTOk1ER RESPONSIBILITIES
Cudomers responsibilities ndude: (q complying with Y Immo and conditions
Imposed by Halogen In essaeiftri with Customers en)oyme t of the Hosting
Services (ss provided to Cush wr by Halogen from time In time); M enabling
Its ohm fob* high spsed InIon connectivity to and from the hosted server
(In respect of i id Bolbwae); (E) its
own customer promises squlpmed I; CPE), Including but not Waited to
administrator ad and user workstations; M all other adomr relations,
fieitlmed and obtpatons; (v) d design and development of the Reviews and
(vl) d corhfigureton, use and operation of ora Software application to suit
Customers environment (coteelvey, 'DeslgndW Cudomw Obiigadans�
Cuslorrwr. acknowledges and moron dot (A) to Designated Customer
Obligations may change from time b fYne In co4unotlon with Updbles to The
Software; and (B) a failure of customer to comply with this provision may, to
the en , applIcaft negate any support obligations on the pod of Halogen.
Customer shdi be responsible far all uses Who aoaes Hdogan% servers
ardhr the Ballwere Customer WE provide ■ primary aonhd who can be
reached by Halogen In the event of scheduled malntenance or a service logo,
and wM provide Hsbosn with updates to the prbnary conbore coot
Information In willing or by email.
Customer shall not 0) copy or attempt to copy the Salheea, (W) manipulate or
atter any dab or other Information on HdogWa serves other than Customers
date or (1) Millis any aulorneted system to moms or to ted the Hating
Servba or the SoRware, without the prior express wrdtte; powedon of
Hdooen. Halogen reserve the right to knmedleMy suspend Hosting Services
for any Customer who breaches the provisions of Into Section.
0. SECURITY OF HOSTING SERVICES
Cusionar understands and sprees that Halogen WE Ids commercially
reasonable precautions to ensure the Hoeing Serviced are sense. However,
Customer acknowledges that to hosting bcdlviles will require insawn edon of
confidential bdormalon over the Into, and that is Intim et condsle of
multiple participating networks that are not subject to the control at Halogen.
Cueommer therefore underatands and Wave that Halogen cannot and does not
orarantee the privacy, a the intermit, duetothe nebnIly or n of to nleticity of md Halogen has transmitted Information provision to IrmossoOn mado
all date
traanda rue done using. security
ensuring
m 1Zd4* SSL encryption. Halogen
hosting ermvironmed avolves with new **nclogles, Halogen will use
reasonable cinnum efforts to maintain an equivalent or bolter level of
seaariy and conRdektdy of Customers dale.
As part of our onging canmknent to secudy, Halogen regularly o gages
third party experts to perform Independent security audits. These audits
ensued systema remain dfident In proteotnp valuable client Idannaton.
Hatopan will provide assurance reports upon Customer request at no carpe,
oma per calendar year, additional requests for assurance reports during ■
calender yew will be almod at the tab of US$600.00 pus request To waun
ongoing security of all customer data, d sersllive did will be mrn-- prior to
delivery to Customer. Hdopen will notify Cu of any knomm breech of Ib
security related to esa, locations, or computer systema which txabin any
Confidantd IMcinadon of Customer In a timely manner bWowirg such Meech
and shat coopereb with Customer to aseht In regaining poedeadon of the
Confidential Information and prevent Its furthw umutha and use, and bike any
neoese" remedial actions.
MAINTENANCE AND UPDATES
Halogen lechnidens and automated monitoring systems oohkabty asses the
health of the Hosting Services, Halogen's Hosting Servkas aro designed for
fall avetabfWp, howevw. Halogen mearves Sins ability to w hedule downtime
during the following malnbmana windows: Saturday between 01:00 pm and
07.00p.m ET; and/or each evedng between W.00 m and 2:00am ET.
Halogen will make commercially reasonable offals to natty Customer of
scheduled maintenance (other than maintenance scadded during to above
maintenance windows) at lead twenty-four (24) hours In advance. Halogen is
soWy responsible for updating the Sdteshe for Cu*Wmers who have
purchased Hcetino Services.
OWNERSHIP, CONFIDENTIALITY AND USE OF CUSTOMER DATA
Customer shat rebs all right, IN and Interest In and to and have the
exclusive use of, the nandb of Customers dab and Halogen shall have no
right, tai or Interval Ihermn, except as expressly provided harm. Customer
may aocsas the electronb mom a and reports containing such data that am
generated by flea licensed Soltwsm. Su*d to Section 6(b) of Schedule A.
during to Tenn, In no event shall Halogen deny Custwor Access to
Customers ddb for purposes of backup or reblevd. Un of such dab and
other Information by Customer Is at Cudamses own risk
Halogen look wind ked of to Software, b) (a) ft purpose of generally Improving
cornping ebWfkdw d pperfannd
the i os
Inbrin ten related bins provision of to Software andfor Se rloes, and (o)
tors m. Halogeand n m my mdus famaton publicly available so llng benchmarks and skrft reports and ong as
Nidogen, with rasped to (b) and (a), above, W kat removes dl references to
Customer and any paaorai bdormation Included In the dab; M presents much
dab In to form of aggregate benchmarks; and (0) generates and Publishes
benchmarks only when such benchmarks Include dab from at Ind seven M
other organizations. For back-up or ladling purposes, Halogen may make
copiesuch dab and maintain such eoof Cuslorner's date and n sloatmi records and To
for Its ,o I during is Tom. .HHalogen
may, alter the Term, maintain back-up copies of Confidential Information
received from Customer In a sawn alb, provided such back-up copies am
deaboysd In -a- danam with Halogens turn epptceble tl dla and policies
for destruction of all of Hdogan's back-up data.
Customer dab and any sleotrwic records and reports containing such data
Out we dared on Halogen% servers aro Contdadd Irdomullon as defined In
Seaton t of Schedule A to this Agreement and may, depdnding on their
nabra, Indudd Permond Irdormetim madefined In Sectlon 10 of Saheduls A to
tris Agreement. Halogen confirms that its obilgelions est out In Sections t and
10 of Schedule A to We Agreement appy to such dab, records and reportb.
TERMINATION OF HOSTING SERVICES
Halogen may bmhneb to Hosting Services: (I) Immediately, t Customer We
to pay the applicable Hating Sarvioes Fess as required by this Agreement; or
pqupon 180 days notice In the event Halogen generally cameosto provide
ng Services for the Sollwere licensed by Customer, In which event
Halogen shat refund to balance of any propeld but unused Hosing Services
Fee,
Following We Agmesm�erAN, In wordan= wbscription turn ithh Seam 7 ed Id SohaddSection N Aon, Pop
stir
renews the Agreement for subsequent successive one year bmu, Customer
shell either, m Wed to not renew the Hosting Swvlces at the end of any such
Initial subscription term by providing Halogen with d least thirty (SD) days prior
wwfiten notice of Ns intention to le nnats; or (I) mew Ihe Haring Services In
acoodOneb with such Section.
Upon wdtlen squat ham Customer received wvAMn ten (10) Business Dep of
the effective tomdndicn ddb of the Hating Services, Halogen will: (Q
dscbonIc* deliver to Customer a copy of to Custommes mod raced fail
data bock -up; and (1). If requested, provide Customer with a quotation and
Service Aoresnwd for Cud ommes Consideration with respell to conversion of
the ddb from Halogen's t on4x mad Ora ds formal to O Hdboen-supported
version of SOL (ourmnty SOL2006 and SOL 2000). If furthw data
manipulation In respect of such data Is required by Customer, Customer &fall
request same and Halogen will provide a Service Agreement for Customers
consideration. No data manipulation sbrvk ss MB be undertaken by Halogen
until Customer has approved and paid for to associated costo In accordance
with lone applicable Services Agreement.
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91
APPENDIX D
PROFESSIONAL SERVICES
(INSTALLATION, CONSULTING, TRAINING, CONVERSION AND DATABASE SERVICES)
Customer ack wMdedges end swan that M use of the Saltwom and
. one (1) session (2 hours In kM) v4%
speadketiy Its anddmnmd to mocha M&S Savless, ngWm payment of both ■
a Halogen bnplsment tion Conwltard
Orw-Tlms Pmfsabnd Services Fee and an Annul P PI oral Services
Few. The specific Professiond SeMoss included te the Imphmmrbtlan
• oordlgun up to two (2) Halogen 0.180
Services Package wooled by Customer in as folowt
Multhatorm questionnaires to be used
In the configured Halogen
sAPprolaci7e templates) noted above
1. CERTAIN TO SUCCEED SERVICES: INITIAL LAUNCH AND
CONTINUOUS ADVANCEMENT- LEVEL 1 •
H Halogen eCompemalton " Initial Launch Is
purchased. l.9wd i component tedude@:
Halogen offers the following Certain to Succeed Servkes: Ings! Launch and
• up Is four (4) saslons (0 hours in
Continuous Advancement for Halogen 9Appmlaal":
t "Wi h a Hdogen Implamentetlon
(a) Initial Launch — Level 1 — Ons•7kn9 Professional SeMcss for
Consultant
Installation, consulting and baking:
9 corflgara one (1) Halogen
eCompehsetion" process
L A Halogen Implarnermh I Consultant will be assigned to
wmk with Customer remotely to ensure proper •
E Halogen elluccesslonwe Initial Launch to
Implementation of the Halogan product(e) Aeensed and to
in their EPM fora total
purchased. Lewd 1 component Includes:
Assessment Workforce Pub
asdat Customer the launch ofpmJed, 0
of 0 sessions, up to sbdow (10) hours (Inclusive of
Phase 1: of odlak
• one (1) saesbn (Z hours In Intel) with e
cordigarati0n and prgea plandngl. Ddlvembbs Include:
Halogen implementation Comulterd
• Use of the formal Halogen EPM Implementation
methodologyInclartng the Halogen Implementation
• assessmimt questionsIn (
HInhigalogen "
up tVVbdo
We (2) form templates noted above to
• HftonEPMpmjaditcMg
gather Halogen eSaccessbnvu Word prof•
• Wady stabs@ updates and process nvlewe
date
• One (1) soft copy oto cwI Halogen EPM
• configure go Halogen aSuecessbn'm High
PotarOal Report
Configuration Summary Report
• Performance ulthe yogowing omfturalbn lois by
• con lip a the Hdogen alluecessbn"
Retention Risk Report
Hebgwes Professional Somme wm:
• 11 Halogen 9Appnbal" Initial Launch Is o
Phase 2: Implementation dTdont Pods and
Talent Asseurns d MEW Launch Is licensed,
purchased, Level I component Includes:
Level I component Includes:
• up to eight (0) sessiom (18 hours In
MI) with a Halogen Implenentedon
• up to 9br (6)sessions (12 hour In total) with
Consultant
a Halogen Mplsmmleflon ConsulteM
• configure one (1) Halogen
• configure ons (1) Halogen aSuccesslonlo
W"Aaessmmt process. Including the
eApprslsal" process with up to two
(2) form templates to be used In the
uaallen of up to lwo (2) Talent Pods
configured proms@, wing standard
configure the Talent Pod Report
EPM hawtandW and competencies •
E Halogen dAamhhg Nlenager" IniWI Launch
• ff Halogen sAppnbale/ Prefaabn@I Seelces
Is purchased. Level I component Includes:
(Includes Halogen 9700 Multirabr M) Initial
• up to int (5) sessione (10 hours In
Lmmh is purchased, component Includes:
total) with a Halogen Implementation
• up to twdwe (12) asealane (28 hours
Consultant
In totel) with a Halogen
I Comaltant
. Integrate Halogen elsarning
, ..
Monag@rrs content into aro (1) pre-
• cell" up to two (2) Halogen
existing Halogen eAppnhwl"
eAppmhW pnomues with up to three
process and up b two (2) pro-oWel n g
(3) farm templates to be used Inthe
Halogen Mpprsisd^' form templates
i�ote
• cordloae up to ten (10) fearingEMtwhctlandand
competencies
obJsnxs
• corflp re up to three (3) Halogen
u
.ane (1) approval pow
e380 MuErabr= quaOannelra@ to be
used In the conflgursd prom s(as) .
orlption Builder= Initial
ff Halogen Jo
• I Halogen eAppobal" N9allbeen Initial
Launch b purchased, Level I component
Include@:
Launch to pracha@@d, component includes:
• up to twelve (12) @essbne (20 hours
. up to seven (7) sessions (14 hours In
total) with a Halogen Implementation
In total) with a Malogan
Consaltrrd
krownentdbn Consultant
• wmul ft regarding proms, loan
• com0pure one (1) Job description
process and one (1) Job descriptlon
design and reporting to prepare for
JaM Com n*okm, OSHA, ACHA,
CCHSA, Magnet and other •
If Halogen •R9orulknerd" InRW Launch In
accredltstion mdew@ for up to two (2)
purcrssed, Lewd I component Includes:
Halogen eAppnissl processes with
up to son (8) sessions (12 hours In
up to three (3) form templates to be
total) with a Habg9n Implementation
used In to configured processes,
CeudleM
using standard EPM f mcdonal0y and
competencies
up to one (1) Job requWtion
. 9 Halogen 93110 Multhdw TO tnWnl Launch le
temples
purchased, Laval 1 component Includes:
• configure up to one (1) application
San Rated Poltc9 Department - Subscription On Demand eA HtiS - 00-2012-833 - ohdd
C on 7I05f2012 Page 14 of 20 Confidential
form urond i seas b Halogen sAppnlsal '
• Integration with dish Qarporat■ admh Wr&W training contain for up to two (2)
websile Halogen adminislntors
8. On 48ID8nck Halogen pedama Software Installation by asa0ng
application alis for Customer In Halogon's on-dernmd hooting
envlrcomerd and WaAdIng eons to Cwtlomer. OR
Halogen assists Customer In Sallwere Installation
through web4caed Technical R Installation and Technical Tralnkhg
session (Including user Impel I Customer Is ready), In order to
arable Halogen to pork= configuration activities Including than
sin out above. Customer must allow suMwtmd Helogon
representatives to remotely scene Customers on-pnmls
ernlronnaM.
B. Halogen provides atsndard Solltrde b MIng maximum or the (6)
abWass par dab Including trakrosa and 0118ervan, on-site at
Customer's Wombs, d Halogen's Training Cantor In Oltews,
Canada, or delivered ordka.
• 8 Halogen eAppraleelTM Is licensed, 1.8 days of
Administrator training
if Halogen sAppralsal " Professional Services
(Include Halogen 9180 MulOntorTM) In licensed, 2.0
days of AdminMmlor baking
• N Halogen eApproledm Heaithcan Is Rearmed, 1.6
days of Adminlst dw tmlrft
• I Halogen 6360 Mullin ar7e Is licensed, 0.6 day of
Administrator training
• If Halogen sCompenationTM Is Boned, 0.6 day of
MminlWalor I s rah
• M Halogen sSuassalonTM Is licensed, 0.6 dry of
Adminlakdar talnbrp
• If Halogen eLamkng ManagerTM is Ucensed, 0.6 day of
Administrator training
I Halogen Job Description Bulderm Is licensed, 0.6
day d Adminbbator bslydng
N HdoW eReerultmenlr" Is licensed, 0,6 day of
Administrator bolning
8 Customer allows more then ova (6) abtondas per alas as limited
above, Halogen murvs the right to Invoice Customer at a rale of
US$375.00 par additional aWsndes.
Halogen pmvids appliaMe Administrator Reference Msual(e),
End User Dulde(s), and b+torfab In sleebanlo formal for the
Sathsrs ""a) Iicenbd and Implemented.
(b) Continuous Advancement — Laval I - Annual Professional Servisa
(consulting and training) for adminbtraton, manages and
emptoyss. A WW of 4 hours will be provided during each year of
to Tenn.
Halogen provides training and phased crxaul8ng arvhas during
each year of the Term. Than winos evaluate, s nlyts and
"*at on processes, assist the Customer to launch the nerd
and Include
ual access to 240 an demand bob di
pcordis for)admrldrafors,mmanagers and employeb (a defined
below),
• N
Is
Halogen sApprabslTM Cantbnuous Advancement
purdhasd, Leval 10omporhent Include up b lar (4) hours to
IoW each year wish ■ Halogm Implemerdation ConsuNanl to
perform the following:
• Unlimited =can to Halogen sAppralsel^m
Essarld Training program for Managers and
employeesEmpWins for up to Ow hundred (600)
N Halogen sApppnnlbso�l- Professional Services Qnaluded
Halogen 9180 MultlrabrTM) Continuous Advancement Is
tpbtln�In b purchased, witHalogenmamnoConwitat
porform the following:
• Meblas Review and Analyals — up to four (4)
hour of consulting with a Halogen
lmpleewmtodon Consultant b evaluab, review
reports and aasle an adlon plan Oom the
procas(st) created as par 8lon 1 (a) of this
Appendix D
Process Opdmisa0on - up to four (4) bows of
oxwAng with a Halogen implementation
Consultand to knptemard relevant Items from
action plan cuffed In the Mebk s Review and
Analysis service and aaabl Customer In the re-
launch of the subsequent process created as pus
Section 1(e) of this Appendix D
• UrnBmhed access to halogen aAppnhalTm and
Halogen *380 MtftatwTu admkdalrabr training
content for up to three (3) Halogen administrators
• Unlimited sows to Halogen aAppnlseiT" and
Halogen *380 Muld ater" Essential Training
program for Menges and Employes for up to
Ov* hundred (600) employs"
• K Halogen sApprobalT■ Healthcare Continuous
Advancement In purchased, component tnduds up to eight
cosultaM perform tlehour@ in WW each efollowinng: with 0 Halogen Implementation
• Menta Review and Analysis — up to four (4)
hours of consulting with ■ Halogen
ImplsmeMaBon CowA" to @value* Wow
sports and an an action plan from the
prooea(n) coated es per Section 1 (e) of this
Appendix D
• Process Opflmtradon - up to fan (4) Was d
consulting with ■ Halogen Implemontdon
Consultant b Implemat relevant items from
action plan outlined In 00 Maines Review and
Analyte service and assist Customer in 0a re-
launch of to subaquwd process anted as par
Section 1(a) of tib Appendix D
• Ununited access to Halogen sApprebalTM
administrator troWng content for up to thra (3)
Halogen admWstratos
• Unlimited oases b Halogen sApprotal+a
Essential Training program for Managers and
Employees for up to five hundred (600)
employees
• U Halogen W80 MuMmt*Vm Continuous Advancement Is
purchneI, level 1 cornporant Incudes one (1) hour In fatal
each year with a Halogen Inpbmentaflon Consultant In
psrfonm tta foAa+trrg;
• McWco Review and Analysis — up to two (2) • Process Review and Optimization - one (1) hour
hours of consulting with a Halogen of consulting to evaluate process effidency and
Implementation Consultant to evaluate, review abbt Cusbnver to the sasuhch of the
sports and mato an action pion from the subsequent prows") aeebd as per Section
process(a) created as per Section 1 (a) of Iib 1(a) oIUde Appendix D
Appendix D . Unlimited aces to Halogen x= Mullin deem
• Process OptknttaUon - up to two (2) hour of administrator training content for req to two (2)
consulting AM ■ Halogen Implementation Halogen administrators
Consultant to Implement relevant Neva loom • Unlimited ocean to Halogen e780 MulBrabrTM
Analysis
pian oulUnad h h Mabloe Review end Essential Training program for Managers and
nalysis service and islet Cwbmw to the ca-
leush of the aubeequent proal anted as par aEmployses for up to fie hundred (600)
Section 1(a) d Uta Appendix D
• N Halogen eCompennUon" Continuous Advencement Is
purchased, Leval I oomponent Includes up to two (2) hours In
San ROW Pena Department - SubsaiptIon On Demand sA HRIS - 05-ZM2.033 • &dd
Created on 7M6f2012 Page 16 d 20 CwMdmtld
IoW each you with a Halogen Implementation Consultant to
perform the b0owbp:
• Manta Ravlow and Analysis — one (1) hour Of
consafto to evaluate, review reports and coats
an salon plan ham the process(ss) coated as
per Section 1(2) of Ods Appendix D
• Process OpOmlraton - one (1) hour of consulting
to I nplomert relevant Gams from action plan
outlined In the Metrics Review and Analysis
service and sulat Customer In the raaaundh of
the subsequsrd process created as pus Section
1(s) W I his Appendbc D
• Unlmhsd access to Halogen eCompenssOon711
administrator trabhing content for up to two (2)
Halogen admbdabelors
• Unlimited access to Ildoger scompsnsetonva
Essential Taming program for Managers for up to
one hundred (100) managers
• t Halogen elluccesslon" Continuous Advancement Is
purchased, Level I component Includes up to la PQ hours In
total each year with a Halogen Implamantabn Consultand to
parfam on fallowing:
o Halogen elluccesalonm Phase 1: Assessment of
YYcekPoros Potenlel Includes one (1) hour In total
each year with a Halogen bnplementOon
Consultant to perform the Iblowbng:
• Mehtce Rsvhrw and Process
Opladcaton — one (1) hour of
consulft to evalush, review repots,
arab an action plan and esslat
Customer In the re -Munch of Oe
subsequent process(es) coated as
per Section 1(a) of this Appendla D
• Unlmihd atom to Halogen
eguccesslon= adminMrator taming
content for up to two (2) Halogen
adminYtrdors
e Unlimited access In Halogen
eSucoesalon"h Essential Training
pprrsopprreamm far Managers for up to an
hundred (100) managers
o Halogen aSucoasslan"r Phase 2: Talent Posh
and Talent Assessments Includes up to three (3)
ham in total each yew wIl h ■ Halogen
Implamentaton Consultant to perform the
following:
• Mobip Review and Anslysh — one
(1) how of consulting b evaluate,
review reports and creat an action
PUM
• Process Opend:aOorh - up to two (2)
hoes of consulting to Implement
relevant Items nom action plan
cualned In Os Me" Review and
Anelysle service and assist Customer
In the radaunch of the subsequent
procese(ee) created as pus Section
1(a) above of tans Appendix D
• O Halogen el saming Maeegew1e Continuous
Advancement Is purchased, Level 1 component Includes up
to two (2) haus In total each yew with a Halogen
Implementatlon Consultant to perform the hpowbW.
• Meldce Ravlaw, and Analysis - one (1) hour of
consulting to evaluate, review reports and awls
an action plan
• process hour of consuMV
to emaOard �ishvard hams) from action plan
ouaned In the Metrics Review end Analysis
service and assMt Customer In upda*Waddbq
learning objects and approval pmkhs as pus
Section 1(y of tans Appemtbx D
• Unlimited access to Halogen sLeambg
MarepwlY sdminbtr&tor txalninp contentfar up to
two (2) Halogen adminlWatom
• Uniimited access to Halogen eLesrntog
amager90 Essential Training program for
Managers and Emmployees for up b Ove hundred
(N)
• O Halogen Job Description B011d&►1e Continuous
Advancement h pumhased, Level I compansnt Includes up
to four (4) hours In total each yaw wN h a Halogen
Implamentagon Cardk Ito perform UsfdloWng:
• Compstsray Library Review and Aviion Planning
— up to two (2) hours of coauttog to conduct a
bowed analysis of the routs and asst an
action plan
• Process Op*nh*bn - up to two (2) hours of
conout" to I nplsment relevant Nauss from
action plan outlined In to Compliancy Library
Review and Action Planning service and assist
Customer In the m4sundh of the subsequent
procsss(es) corded as per Section 1(a) of this
Appendix D
• Unlbnlhd access to Halogen Job Description
Sugar- adminleva ar bakdxg content for up to
two (2) Hotopen admlNsbaise
• UMbnOsd access to Halogen Job Dsacrlpti M
BuIlder"r Essential Training program far
Managers for up to one hundred (100) manages
• O Halogen eRsealbmrnt1e Continuous Advancement Is
purchased, Leval i component includes up to tour (4) hour In
tobd each year with a Halogen Implemantatbn Consultant to
perform the ronowks
• Me1tce Review and Andysie — up to two (2)
hours of aansuldw Is evaluate mablce, review
stages and atlAse and create an action plan as
per dsOvembles IdenMed In Section 1 (a) of this
Appendix 0
• process OpOrniration — up to two (2) hours of
coreugbg to I nplemost relevant Items from
action On outlined In the Msbhs Review and
Analyeh asvlos
• Unlimited asses to Halogen eRscvulknerrim
adminhtralor baking coned for up to two (2)
Halogen adminl&babore
• Unlimited soesss to Halogen altecruitment"h
Essential Training program for Manages for up to
one hundred (100) managers
TRAINING MATERIALe i COPYRIGHT
Teething mahriah as evelabhe only for the current standard release of the
SoOwere product(s) Wensed by Custmnw, and as a* available whom
Customer has paid the applicable Annual Professional Servs Fes pursuant
to Section 0 of Appendix A to Oe Mashy Agreement Cu$WnW admowlsdga
that any nafarencs materials provided by Halogen to Customer In al chunlo or
hard copy Ibmat to connection with baWng and/or consulting services sea the
copyright of "atopen and sm to be used by Customer for its Intimal use oniy.
Urdu& of erwiss directed by Halogen, these materials as not to be
reproduced, copled or distributed by Customer h any form other tion ss
s mcoFft of mqukW to Vale a balms Nnng o coonnsununing� or � condduucteeandkrd by a
mpmanWo of Halogen Is clay pmhlOK
OTHER PROPESSIONAL SERVICES
Addthmal Prohsslond Santos may be procured from Halogen upon request
by Customer and erxaardon of a Services Agreement In accordance with the
Agreement and this Appendix D.
Customer may also request adMOMW consulting services from their Halogen
bnplemsxx6sgah co suitat a mq*" Hdowft anent aha for such
consuitlog services as as follows: US$1650h m M, which would •Mille
Customer to work with a Halogen Implementation consultant (approximately 2
hours ppesr weak to a maximum of 1 hour total pus us month) doing vWohalm
I. assist Customer. This includes but In not IlmOed to meslings, forms or
process reviews or oder tasks as discussed w1h Customer during regular
weddy meetings. Alternatively, Customer may conbad for howdy assistance.
Halogen& current abs as US$290ftw (wsh-based or Wsphons cmaultingk
or 113111160May (on -elle, conaoiting) plus total 3 [Mpg expenses. Halogen
would be pleased to provide any or all of the above services by separate quote
pursuant to a Services Agrewnsnt.
San West Police Department- Subscrlpft On Demand oA HRIS - 01-20124133 - ab.dd
Cmated on 7101/2012 Pogo le cf 20 CmmOdenlid
4. CHANGE REQUESTS
Either party may. tram UM 1011010, wish to male shanties to Ora Prohndonal
Services or dallvenrblea as ad out in a Services Agreement ('Chw*a
Requntsj. Halogen and Customer win negotiate In good faith any changes
to cab, amps or delivery schodulso addng from any rownled Change
Request. Hsdogas will provide Customer with a qualm for the mutuatly
acceptable changes In the •cops or timing of On Professional Services, and
Customer shalt indicate fie acceptance of On quota In writing. No ad
agreement between parsons Involved In In project will be binding an @liter
Halogen or Customer. Unties and urdl a pmpond Change Request has been
approved by the parties M wvd", each party shag comkre b perform Its
obligations under the Services AgreanaM as I the change had never been
proposed
PROFESSIONAL SERVICES EXPMOEB
Halogen Invoices, expenses monthly, In amen, es Incurred In corxnctiorl
with Professional Savlas performed M Cusiomeri anis, ff any, Customer to
reaponalble for actual travel and living "we (named by the Halogen
balms an&" oxlnsuftant Then exam will be Irvoked by Halogen upon
Ore completion of such on -alb services. Including WOW limitation, expenses
ralating to air and lend banaportatlon, 11M occommodallon, and most per
theme and inctde ntole (maximum USSOO.Wdlem local currenaq. S
transportation andlor hotel accommodation are arranged by Customer on
behallof Halogen, aucp arnengemsnb w0 bo subject b Halogen's written pea.
approval. Al traval and P*g expenses billed by Halogen In accordance with
No Travel A Egwee Guidelines are due upon realpl of Invoice.
N tmvd time Is outside of the assigned Halogen training conaaltent's continent
of rssideme, Customer shag also pay to Halogen a fid fes of
ua$i,WW@IoW repressndNve per on+fia vb>It. Halogen recognizes the
following a ntIft": North America, 8cuth Amala, Europa (btdudbng British
Islas). Asia, Africa, Austrstla and Anterotic. For dally, travel b HowsA
Neole, Puerto Rico and/or Madoo from North Merica will require payment of
the roregobpg tea
In connection with Prdasdonal Services pada mod at CuMcmWs aft, if any,
Customer Is gernsrelly responsible for the neImburssmerd of travel and big
expanses Incurred by HakWn due to flight cancellations or missed travel
connections which are not caused by the actions; of Halogen or Its
empkryesslagmts.
Customer Mal haw On following alternatives with reePad to Mleconfenrx9ng:
p) ff Customer Is located vtOdn Global Crossings North American IFN Wkme
oalting ores Customer will have the option to use'OoToMsetlng' (Web) andfor
an IFN tdFfrse number; pig N Customer Is International and Ikxadsd within
Global Crossing's currant UIFN to"m cadag arse Customer will have The
option to u"'GoToMaeting' (Web) and/or a UIFN telF4reo number, an (10) H
Customer is international and located outside of Global CrossbWo current
UIFN ldHrso calling area Customs will be asked to either cog Halogen
dkeedy or provide their lashes numbs for HakgWs use,
SCHEDULING i P08TPONEMENTRANCELLATION
The stated pm)ed unclips referenced above am based upon delivery of the
Professlahal Services In an uninterrupted Mannar over Conssa a weeks per
8attrvere module. Customer ac nordedges and ogre" that requests by
Customer to suspend the delivery of certain Prof eakinal Services may Incur
addltlonel costs.
Specifically, training and conwltlng services mud be booked and taken within
do first twelve (12) months from the EJfecave Dae n donned herein.
Scheduling far bei inycomudtbg should be done as lady as possible b aaaMt
In travel arrerpgarente. If Customer postpones, snoeb or falls to attend a
scheduled tralning or consulting engagement without a MWfflum of ten (10)
Busbnes Days Pdor written notice to Halogen, Customer sial pay to Halogerh
a lost utilization in equal to the lesser of CO 111.560 (load arrrenon and, (1)
the tralnirg/censuNng engagement contract value. In addlim Customer aid
pay to Halogen erg unrecoverable fees and sxpnaes anocbted with such
can, n 11n. Including without gndMtion, non-nlundade travel cab. Such
ton and expeeses shall be Invoiced by Haagen in a timely morar following
Customers anceilation.
AS web.bwd training a"eion(s) and mkW services cell be deltvend via the
use of a combination Of web collaboration schwas (for surnri Interaction) and
Wephone pink voice communication). Wagon expressly dledalms all
warranties and reprowtallons regarding the quality of such web collaboration
software an vola commur*=W services, Inductng without Imitation Md
such cervices will be uninterrupted, timely, secure of sank free. Cudorrw
a y aoccuowledges and agree that all tralnbg seeslan(e) cell take plea
at the mutually agreed upon "a)•
7. ABBUMPTICNS, CUSTOMER REBPONSIBLMEO AND
ACKNOWI.EOGMENTS
• Customer will provide a single point of contact with authority to
work with Halogen.
• Customer Is responsible for provirdng the required teat for Use
Emig NoBkloation Center.
• Customer Is responsible for pen fomdn0 a Ond quality check.
• Customer Is responsible for monitoring processes, uUbft
Hdognrs hoHine support a requbad for software support relatad
Wass. Customer Is responsible for creation and maintenance of an
additional content
• Cudomw Is responsible for all use carder data, global Wifings
within the options lunctionauy, and extracting dela far report
generation with wdsorW tools.
• Customer win be required to complete, sxesuta and return to
Hdogen a Corfaralon Sign -off Form prior to Customer's
deployment of the Hdogan EPM applc@WM faling which, Habpan
dWcW= all flebBly for system conl1praWn Wows. It any, which
may be smpadanad by Customer.
• Customer is responsible for the provision of On employee data In
the, Madrad Import Forms f and for validating the Import of date In
the Halogen EPM user Center.
• Annual Mehia Review and Action Planning, and Process
Optlre. aon services will be performed on configuration of
dsgvsrables oLdned In Section 1(2) of Oda Appsndbt D and cannot
be transferred without Mowing Halogen's standard Change
Request process.
• Halogen reserves the right to add. delete or modify any tmhbV
content provided pursuant to Section 1 of this Appendbr D.
• Halogen will provide Professional Services to Customer In English
aniy. Customer Is maponslole for providing an English speaking
point of contact and for all translation raquisnents,
• Halogen will make erg reasonable efforts to scoom modato global
lire zores. To that affect, Halogen wit provide Customer with
access to EM resources Idenlfled in 8etdlon 1 of this Appendix D
wiNn standard working hours wise the Hsbgah tssm member
nsidea.
• Nob ithat"ng ony0dng contained In No Appendix D. Customer
sdaewledges that In the event Customer requires or Is anged to
0.5 day or Mss of training or on{tia consulting, Halogen will
provide such training or consulting vin the web, rather than via an
anefta ssalon. in the eve d that Customer requests an or"Re
session far 0.5 days or Isss of training or consulting, Customer
shad be required to purchase an additional 0.5 day of eddtional
services for a minimum total of 1.0 day of on -sib services.
• If Halogen %Appnisaire Is Ilansedk
• Imptanrerrtatiorr of can Halogen Mpprokol ' functionality
such n Inklrg to corporate gods, development planning and
setting up Went profiles Is Included In Orle service pockepe
• Cuatonnr lsrespornlde for pmvklng tie doWopment pMn
dab In the repand Import formal and for validating the final
development plan content.
• Customer le reWonbb forldanWng the subjects d tie
appraisal proass(as) and for validating the Halogen EPM
ParOdpantCenter.
• Custorrerle respona ale for detinkpg and approving the process
MW (workOow) required to support ON appraisal w—(es).
• Standard funcgonailly will be ussd. Specifically. standard
Halogen tencies will be used In the farm
design. It re"reddCustomer will reM suffice., guidance to
Implement thalr specific cornpaamdes.
• Customer will provkio all apprelsal fortes to be dxeabd to
Halogen In MS Wad or MS Excel format
• Customer underatends that the forms available within the
Halogen Owslesi"r application may nes appear as axaal
de. Fkmtn of the Custamsee original MS Word or Excel tonna, and
that minor varisdons In form appearance may be required In order
to batter leve all the apabMas of the Halogen sApprainini
adk me.
• Form templaba outihnad in Suction 1(a) d tits Appenbr D are
to be used within the came process configured by Halooem For
example. If the Customer Is depoyig on annual approbst process,
up to two (2) farm tamplabs will be orastad to support the annual
EPP" al proossa OL a manager and an smpioyee form, or an
aompt and nen eampt form) Form(s) to support processes not
configured by Halogen an be purchased under ■ sepende
Services Agreement For example, g Customer is deploying an
annual sppre" proses with one (1) form tenxplab an chooses
to also deploy a goal setting process than the god a " form
tempiab would riot be Included.
• N Halogen aSukxesalon"r Is licensed:
San Rafael Pole Department - Subealption On Demand M HRIS - 05.20124131- nb,dd
C I on 7MS=12 Pao• 17 d 20 Confidential
• Customer Is responsible for supplying sucwslon plemin0
business noes and workflow, mord pock and touted
eanpsbnrJn.
• If Halogen eComponseboom Is Ilosnsed:
• Customer Is resporalble for aopplylng compensation Ituslnese
Ross and workflow.
• M Halogen eLearning Manager"' Is iloonsed:
Customer Is responsible for supplying an loomI tg content In the
rsquhW Import foralat and for vdkfeting the Import of data.
• M Job Dssafptlon BLOW" Is fiaraed:
• Customer understands that the job doWplons evolable wIM
tla Halogen Job Descriptlon Bulders" application may not appear
as and duplicates of the Cremmsle odotnsl MS Word or Ex*
forms, and that minor vertdlons In Than appearance may be
mqubed In order to better Ievorage the apabMs of the Halogen
Job Description Builders" soSfssre,
• k Halogen eRwauitment'e Is Doomed:
• Customerb responsible fad data entry required to enter pre -
e WI; job raqulallon s and candidate Inkrin ion. tautomer an
conbect Halogen b perform tlase SWAM pursuant to a separate
Sw*=Agreement
• Customer acturowledges and agrees That
delays by Cuswmdr In pmvhlno blbrreatton and decisions to
Halogen may negatively Impact the dates, pias and
sdMdupng oorombrants esspmssd In thio Agreement
the tafiowing delNerabtos an not hduded In Ude Agreement
but Halogen would be pleased to provide a ssperate
gcotenonfor such atvkes:
s ti Halogen sApprol alm Is flcensert, data entry of
corporate godoldoparimentsl goals
• If Halogen sApprolsalm Is licensed, custom commend
helper
• B Halogen eteemlno Mo agers" U licensed, Impost
of historical course data
s Deployment of ■ mdtl-lingual wwkonmad
• SlgrMant oranges to Ow Halogen UI property Be
B. TERMINA710M OF ANNUAL PROMBIONAL SERVICES
FaOowlrp the ootid subsalp0on term (u IderrBled In Seclon 1 on Page 1 of
this Agreement K In accordance with Section 7 of Sdredrde A, Customer
wA we the Agreement for suoassWe one you tome, Customer shop Mar ()
elect not to maw the Annual Professional Sorvlae at fro and of such rootlet
subadptlon form. or any sensed term. by povWhV Hdopm with at taut toddy
(30) days prior wdttan notice of Its Intention to temdnalo: or OD renew the
Annual 12mboabnd SerA= In accordance with such Soction.
Sen Rdfad Police Department - SubseAplorr On Demand eA "RIB - 00.2012-033 - ab.dd
Crested cn 7MW M2 Pegs 1Baf 20 Confidential
ADDENDUM
to the Software License and Services Agreement
(1108-2012.633) ("Agreement")
between
Halogen Software Inc. ("Halogen")
and
San Rafael Police Department ("Customer")
WHEREAS Halogen and Customer wish to amend the terms and conditions contained within the Agreement as set
forth below ('Addendum");
NOW THEREFORE In consideration of the mutual covenants and promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. The effective date of this Addendum shall be the date it has been signed by both parties.
2. Subject to the terms and conditions contained within this Addendum, the terms and conditions of the
Agreement shall continue in full force and effect. Where reference is made in this Addendum to a schedule or
section number, it shall refer to a schedule or section number In the Agreement, unless otherwise stated.
Unless otherwise defined in this Addendum, all capitalized words utilized in this Addendum shall have the
same meaning as defined in the Agreement.
3. The parties agree to amend the Agreement as follows:
Schedule A (General Terms and Conditional!
(a) The second sentence of Section 6(a) (Fees and Expenses) Is hereby replaced with: Following the
Initial subscription term (as identified In Section 1 on Page 1 of this Agreement), Halogen reserves the
right to increase the Annual Software License Subscription Fee and Annual Professional Services Fee as
set out in the Master Agreement upon renewal upon not less than thirty (30) days notice, provided that the
Annual Software Ucense Subscription Fee shall not Increase upon renewal by more than six percent (6%)
year over year for a period of two (2) years following such Initial subscription term.
(b) The second sentence of Section 7(a) (Term) Is hereby replaced with: Subject to Section 8(a),
following the initial subscription tern the provisions of this Agreement shall automatically renew at
Halogen's then -current rates for subsequent one year terns, unless either party provides written notice of
He intention not to renew this Agreement at least thirty (30) days prior to the end of the then -current
subscription term.
epoendlx D (Professional Servicesl!
(c) The following Is hereby added to the first paragraph of Section 6 (Professional Services
Expenses): Notwithstanding the foregoing, in connection with the onsite Process Administration Training
services provided under Section 1(a)(Iii) herein, the expenses invoiced by Halogen shall not exceed
US$800.00 inclusive of flight, hotel, per diems and land transportation, provided that:
Travel arrangements are booked a minimum of two (2) weeks In advance of the mutually agreed
upon scheduled training dates;
A Halogen trainer is available locally.
San RdrW Pogue DePwhwM - Subwlp6on On Demand N HRIS - 06-2012-M - ab dd
Cleated on 7I06i2012 Papa 19 d 20 ConOdentMl
4. This Addendum shall be interpreted as part of and In the manner set out In the Agreement. This Addendum
shall supersede all previous representations and discussions, either oral or written, relating to its subject
matter, and may not be modified except by a written document signed by both parties.
IN WITNESS WHEREOF the parties hereto have executed this Addendum.
Halogen Software Inc.
Signature: �aky"A,
Name:
CINDY McGANN
Title: GENERAL COUNSEL
Date: JUAA- 0181d012
San Rafa oil DeppfiFevn
Signature:
Name: ow
Title: lt�tAtk I� j flk0.?T
Date: 4ckQ - 7,-9.IWL, -
San Rahe! Poom Deparbnent - 8ubaaWm on Demand eA HRIS - 08-2012.839 - ob dd
Cmabd an 7J =012 Pape 20 0r 20 Cen0den091