Contract No. 9238 (ccs).
INFORT
SOFTWARE LICENSE AGREEMENT
AGREEMENT NUMBER:
THIS SOFTWARE LICENSE AGREEMENT (the "Agreement") is made between Hansen Information Technologies, an Infor company ("Infor") and City of Santa Monica, a municipal corporation ("Licensee") as of the Effective Date. The parties agree as follows:
1. Definitions. Documented Defect Licensee has given Infor enough information for Infor to replicate the deviation on a
(a) . "Affiliate" means any entity, directly or indirectly, computer configuration which is both substantially similar controlling, controlled by, or under common control with, to the Equipment and is under Infor's control.
Infor.
"Effective Date" means the date identified on the
(b) "Component System" means any one of the signature page of this Agreement as the Effective Date. computer software programs which is identified in the
applicable Order Form as a Component System. ) "Equipment" mean the hardware and/or systems "Component Systems" refers, collectively, to every software configuration (e.g., the computer, computer Component System listed in the applicable Order Form platform, operating systems and/or data base management between the parties. system) specified in the Order Form, or, in the absence of any such specification in the. Order Form, the hardware (c) "Confidential Information" means non-public and/or systems software configuration on which Infor information of an Affiliate or a party to this Agreement that generally supports use of the Component System. is identified as or would be reasonably understood to be confidential and/or proprietary. Confidential Information of "Intellectual Property Rights" means any and all Infor includes, without limitation, the Documentation, the gistrations, trade secrets trademarks and service mad Component Systems, all software provided with the
Component Systems and all algorithms, methods, (including, where applicable, all derivative works of the techniques, code (Source Code and Object Code) and foregoing). processes revealed or utilized therein. Confidential
Information does not include information that: (i) is or (I) "Licensee Employees" means: (i) Licensee's becomes known to the public without fault or breach of the employees with a need to know; and (ii) third party Recipient; (ii) the Discloser regularly discloses to third consultants engaged by Licensee who have a need to parties without restriction on disclosure; (ili) the Recipient know, who have been pre-approved in writing by Infor, and obtains from a third party without restriction on disclosure who, prior to obtaining access to the Component Systems, and without breach of a non-disclosure obligation; or (iv) is have executed an Infor-approved non-disclosure independently developed by the Recipient without access agreement and paid any applicable fees. to Confidential Information.
(m) "Marketing Associate" means a third party entity
(d) "Delivery Address" means the Licensee shipping specified on an Order Form which has an agreement with address set forth in the applicable Order Form as the Infor authorizing such third party to market the Component Delivery Address. Systems and related services, maintenance and support to Licensee.
(e) "Delivery Date" means, for each Component
System, the earliest of (a) the date that Infor places the (n) "Object Code" means computer programs Component System with a shipping agent, F.O.B. Shipping assembled, compiled, or converted to magnetic or Point, for shipment to the Delivery Address or such other electronic binary form, which are readable and useable by address Licensee specifies, (b) the date Infor provides computer equipment.
Licensee electronic access to the Component System by,
for example, providing Licensee a URL, where the (o) "Order Form" means each order form or similar Component System is available for immediate electronic ordering document (including all Software Supplements) download along with access codes permitting download between the parties incorporating the terms of this and access to the Component System, or (c) the date that Agreement and/or the Support Agreement that sets forth Component Systems, associated fees and User
Restrictions, among other terms.
"Discloser" means the party providing Confidential
Information hereunder. (p) "Order Form Date" means the date identified on the applicable Order Form as the Order Form Date.
(g) "Documentation" means the then-current Infor-
provided operating and technical documentation relating to (9) "Recipient" means the party receiving Confidential the features, functions and operation of a Component. Information hereunder. and may or electronic
"Software Supplement" means, with respect to a
Component System, the addendum attached to the
(h) "Documented Defect" means a material deviation applicable Order Form that contains additional terms, between the then-current, general release version of the conditions, limitations and/or other information pertaining to Component System and its Documentation, for which that Component System. If any terms of a Software Software License Agreement (US November 2 2009) Page 1 of 6 PAE 18 AUG 2010 v.2
Supplement conflicts with any other terms of this Licensee Employees. Licensee acknowledges and agrees Agreement or the applicable Order Form, the terms of the that U.S. export control laws and other applicable export Software Supplement will control. and import laws govern its use of the Component Systems and Licensee will neither export or re-export, directly or (s) "Source Code" means computer programs written indirectly, the Component Systems, nor any direct product in higher-level programming languages and readable by thereof in violation of such laws, or use the Component humans: Systems for any purpose prohibited by such
Licensee acknowledges that a special security program or code ("Key") may be required to operate the Component
Support Agreement means the sortware suppo Any such Key may prevent the Component areement entered into between the parties as or in
Effective Date. System from operating (i) on any configuration other than the Equipment or (ii) for more than the maximum number
(u) "Third Party Licensor" means a third party whose of users specified in an Order Form. software products ("Third Party Products") have been
made available to Infor for distribution and licensing under (c) Intellectual Property Rights Notices. Licensee is the terms of its agreement with Infor (a "Third Party prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in or that Infor
Agreement").
Licensee must reproduce the unaltered
(v) "User Restriction" means any Component System Property Rights notice(s) in any full or partial copies that user restriction identified in an Order Form (for example, Licensee makes of the Component Systems. and without limitation, number of named or concurrent
users). To use any of the Component Systems,
(d) Notice.
Licensee may also need to obtain, install and maintain
2. Right to Grant License and Ownership. Infor has Infor-supported versions of certain software products, the right to grant Licensee this license to use the
database software products and certain software/hardware Component Systems. Infor either owns all right, title and peripherals. By this notice, Infor is advising Licensee that interest to, or has the right to license, the Component Licensee should request information about such necessary software products, database software products and
software/hardware peripherals.
3. License. In consideration of the Licensee's promises contained in this Agreement, Infor grants to Licensee, and (e) Source Code. Unless otherwise explicitly provided in Licensee accepts, subject to the terms and conditions of an Order Form, Licensee has no license to access or use, this Agreement and the applicable Order Forms), a or any other rights in or to, the Source Code for a particular perpetual, non-exclusive, non-transferable license (without Component System. If the Order Form grants Licensee a the right to sublease or sublicense) to use the Component license to use Source Code for a particular Component enhancements or System, then Licensee has the limited right to use such modifications to such Component Systems (including any updates systems that Infor Source Code to modify such Component System for its
provides under the Support Agreement) on the Equipment own, internal computing operations. Subject to the for Licensee's own, internal computing operations. foregoing, Licensee will not disclose all or any part of the computer readable media containing the Component Source Code for a Component System to any person Systems may also contain software programs for which except Licensee Employees who, before obtaining access Licensee is not granted a license for use.. Licensee may to the Source Code, have been informed by Licensee in • not make any use of any such software programs for which writing of the non-disclosure obligations imposed on both Licensee is not expressly obtaining a license for use under Licensee and such Licensee Employees under this this Agreement. Any rights not expressly granted in this Agreement. Infor will own all right, title and interest to all Agreement are expressly reserved. derivative works of the Component System ("Derivative Form(s) attached as Exhibit A to this Agreement are Works"), even if solely created by Licensee pursuant to a incorporated into this Agreement by this reference. license to use Source Code hereunder. Licensee hereby assigns to Infor absolutely all of its rights, title and interest in and to any Derivative Works created by the Licensee
(a) Documentation. Except as otherwise provided in the together with all Intellectual Property Rights therein. applicable Software Supplement, Licensee may make a Subject to the terms and conditions of this Agreement, reasonable number of copies of the Documentation for Infor grants Licensee (if licensed to use Source Code each Component System for its internal use in accordance hereunder) a perpetual (unless otherwise specified in the with the terms of this Agreement. Order Form), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use and (b) Additional Restrictions on Use of the Component copy for use the Derivative Works created by Licensee or Systems. Licensee's use of the Component Systems is created by Infor at Licensee's request and payment, for subiect to any User Restrictions specified in the applicable Licensee's own, internal computing operations.
Order Form. Except to the extent contrary to applicable Infor's request, Licensee will provide Infor with a copy law, Licensee is prohibited from causing or permitting the all documentation related thereto) of all reverse engineering, disassembly or de-compilation of the Derivative Works created by Licensee and will execute and Component Systems. Licensee is prohibited from using deliver to Infor any documents reasonably necessary to the Component Systems to provide service bureau data vest in Infor all right, title and interest therein. processing services or to otherwise provide data
processing services to third parties. Licensee will not allow Except as otherwise provided in the the Component Systems to be used by, or disclose all or applicable Order Form, the Delivery Date shall not be later any part of the Component Systems to, any person except than thirty (30) days after the Order Form Date.
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modification of the Component System; (ii) Licensee's
5. Payment and Taxes. failure to promptly implement changes that Infor provides to correct or improve the Component System; or (iii) the (a) Payment. Licensee will pay Infor all license fees (as use or combination of the Component System with any specified on an Order Form) within fifteen (15) days of the system and/or Order Form Date and all invoices within fifteen (15) days of data base management system other than the Equipment. the date of invoice. Late payments are subject to a late To the extent that an alleged breach of warranty concerns charge equal to the lesser of: (i) one and one-half percent a Third Party Product that is subject to a more limited (12%) per month; and (ii) the highest rate permitted by warranty under a Third Party Agreement than specified in applicable law. Section 6(a) above, Infor's obligations hereunder will be further limited accordingly. The limited warranty in Section (b) Taxes and Shipping Charges. • Licensee is 6(a) shall not apply to (x) updates, enhancements or responsible for paying all taxes (except for taxes based on modifications provided under the Support Agreement or (y) Infor's net income or capital stock) and shipping charges previously licensed Component Systems for which relating to this Agreement, the Component Systems, any Licensee is changing User Restrictions (e.g., without services provided and payments limitation, adding users) under an Order Form.
Agreement. Applicable tax amounts (if any) are not
included in the fees set forth in this Agreement and any (d) FAILURE OF ESSENTIAL PURPOSE. - THE Order Form. Infor will invoice Licensee for applicable tax PARTIES HAVE AGREED THAT THE LIMITATIONS and shipping amounts and such invoices are due upon SPECIFIED IN SECTIONS 6 AND 15 WILL SURVIVE Licensee's receipt thereof. AND APPLY EVEN IF ANY LIMITED REMEDY
SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE
6. Limited Warranty, Disclaimer of Warranty and FAILED OF ITS ESSENTIAL PURPOSE, AND Remedies. REGARDLESS OF WHETHER LICENSEE HAS
ACCEPTED ANY COMPONENT SYSTEMS OR SERVICE
(a) Limited Software Warranty by Infor and Remedy For UNDER THIS AGREEMENT.
Infor warrants that each Component System
licensed to Licensee will operate without a Documented HIGH RISK ACTIVITIES.
Defect for a period of ninety (90) days from the Delivery SYSTEMS ARE NOT FAULT-TOLERANT AND ARE NOT Infor warrants that the media on which the
Component System is delivered will be free of material DESIGNED, MANUFACTURED OR INTENDED FOR USE defects in material and workmanship for a period of ninety AS ON-LINE CONTROL EQUIPMENT IN HAZARDOUS (90) days from the Delivery Date: ENVIRONMENTS
with respect to a breach of either of the foregoing PERFORMANCE, SUCH AS IN THE OPERATION OF warranties shall be to repair or replace the Component NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR System or media giving rise to the breach of warranty. If AIRCRAFT COMMUNICATION Infor is unable to repair or replace such Component TRANSIT, AIR TRAFFIC CONTROL, DIRECT LIFE System or media within a reasonable period of time, then, SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN subject to the limitations set forth in Section 15 of this WHICH THE FAILURE OF THE COMPONENT SYSTEMS Agreement, Licensee may pursue its remedies at law to COULD LEAD DIRECTLY TO DEATH, PERSONAL recover direct damages resulting from the breach of the INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL applicable warranty. The remedies in this Section 6(a) are DAMAGE ("HIGH RISK ACTIVITIES"). ACCORDINGLY, exclusive and in lieu of all other remedies, and represent INFOR DISCLAIMS ANY EXPRESS OR IMPLIED breach of the foregoing WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
Licensee must provide notice to Infor of any LICENSEE AGREES THAT INFOR SHALL NOT BE warranty claim within the warranty period. LIABLE FOR ANY CLAIMS OR DAMAGES ARISING
FROM OR RELATED TO THE USE OF
(b) Disclaimer of Warranty. The limited warranties in this COMPONENT SYSTEMS IN SUCH APPLICATIONS.
Section 6 are made to Licensee exclusively and are in lieu
INFOR MAKES NO OTHER
Confidential Information. Except as otherwise
WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED,
WITH REGARD TO THE COMPONENT SYSTEMS, IN ermitted under this Agreement, the Recipient will no isclose to anv third party. or make any use of th
WHOLE OR IN PART, OR ANY OTHER MATTER UNDER • Discloser's Confidential Information. The Recipient will THIS AGREEMENT. INFOR EXPLICITLY DISCLAIMS use at least the same standard of care to maintain the WARRANTIES NON-INFRINGEMENT, confidentiality of the Discloser's Confidential Information MERCHANTABILITY AND OF FITNESS FOR A that it uses to maintain the confidentiality of its own PARTICULAR PURPOSE. INFOR EXPRESSLY DOES Confidential Information, but in no event less than NOT WARRANT THAT THE COMPONENT SYSTEMS, IN reasonable care. Except in connection with the WHOLE OR IN PART, WILL BE ERROR FREE, WILL Component Systems and any software programs provided WITHOUT INTERRUPTION, WILL BE with the Component Systems, the non-disclosure and non- COMPATIBLE WITH ANY HARDWARE OR SYSTEMS use obligations of this Agreement will remain in full force SOFTWARE CONFIGURATION OTHER THAN THE with respect to each item of Confidential Information for a EQUIPMENT, OR WILL MEET LICENSEE'S period of ten (10) years after Recipient's receipt of that item. However, Licensee's obligations to maintain both the Component Systems and any software programs provided
(c) Abrogation of Limited Warranty. Infor will have no with the Component Systems, including all algorithms obligation under this Section 6 to the extent that any methods, techniques, and processes revealed alleged breach of warranty is caused by: (i) any therein, as confidential will survive in perpetuity.
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(b) Effect of Termination. Upon termination of this
8. Indemnity by Infor. Infor will defend, indemnify and Agreement by either party, Licensee will discontinue further hold Licensee harmless from and against any loss, cost use of the Component Systems, and will promptly return to and expense that Licensee incurs because of a third party Infor or (at Infor's request) destroy all copies of the claim (a) for bodily injury, death, or damage to tangible Component Systems, and will certify to Infor in writing, over property to the extent caused by Infor's representative of negligence, act or omissions, or willful misconduct, and/or that it has done (b) that the Component System infringes any copyright of Agreement will not relieve either party from making Infor's obligations under this indemnification are payments which may be owing to the other party under the expressly conditioned on the following: (i) Licensee must terms of this Agreement. oromptly notify Infor of any such claim; (Il) Licensee must in writing grant Infor sole control of the defense of any such (c) Survival of Obligations. All obligations relating to claim and of all negotiations for non-use and non-disclosure of Confidential Information, compromise (if Licensee chooses to represent its own indemnity, limitation of liability, and such other terms which interests in any such action, Licensee may do so at its own by their nature survive termination, will survive termination expense, but such representation must not prejudice of this Agreement.
Infor's right to control the defense of the claim and
negotiate its settlement or compromise); (iii) Licensee must (d) Termination Without Prejudice to Other Rights and cooperate with Infor to facilitate the settlement or defense Remedies. Termination of this Agreement will be without of the claim. Infor will not have any liability hereunder to prejudice to either party pursuing any other remedies the extent the claim arises from (a) any modification of the available to it.
Component System; or (b) the use or combination of the
Component System with any computer, computer platform, 10. Notices. All notices and other communications operating system and/or data base management system required or permitted under this Agreement or required by other than the Equipment. If any Component System is, or law must be in writing and will be deemed given when:
in Infor's opinion is likely to become, the subject of a delivered personally; sent by registered or certified mail, copyright infringement claim, then Infor, at its sole option return receipt requested; transmitted by and expense, will either: (A) obtain for Licensee the right to confirmed by first class mail; or sent by overnight courier. continue using the Component System under the terms of Notices must be sent to Infor at its address shown on the this Agreement; (B) replace the Component System with signature page of this Agreement, or to Licensee, at products that are substantially equivalent in function, or modify the Component System so that it becomes non- City of Santa Monica infringing and substantially equivalent in function; or (C) 1685 Main Street, Room 110 refund to Licensee the portion of the license fee paid to Santa Monica, CA 90401 Infor for the Component Systems) giving rise to the Attn: Jory Wolf, Chief Information Officer. infringement claim, less a charge for use by Licensee
based on straight line depreciation assuming a useful life With a copy to:
of five (5) years, provided that Licensee has returned or destroyed and discontinued its use of such Component City of Santa Monica System. Notwithstanding anything to the contrary herein, Ivo C. Nkwenji that a third party claim of Systems Analyst - Utilities infringement concerns a Third Party Product that is subject 1212 5th St. 3rd Floor, Santa Monica CA 90401 to a more limited indemnification protection under a Third Fax: 310-393-4697 Party Agreement than specified herein, Infor's obligations [[email protected] hereunder will be further limited accordingly. THE
FOREGOING SETS FORTH INFOR'S EXCLUSIVE or such other place as the party may subsequently OBLIGATION AND LIABILITY WITH RESPECT TO designate for its receipt of notices in accordance with this INFRINGEMENT OF INTELLECTUAL PROPERTY Licensee must promptly send copies of any notice of material breach the
RIGHTS AND CLAIMS FOR BODILY INJURY, DEATH,
AND DAMAGE TO TANGIBLE PERSONAL PROPERTY. Agreement to Infor, Attention: General Counsel, 13560 Morris Road, Suite 4100, Alpharetta, GA 30004, USA,
FAX number 678-319-8949, or to such other place as Infor
9. Term and Termination. may subsequently designate for its receipt of notices. (a) Right of Termination. If either party materially
11. Force Majeure. Except with respect to the payment
breaches any material obligation in this Agreement or an Order Form (including, without limitation, any obligation to of fees hereunder, neither party will be liable to the other for any failure or delay in performance under this
pay license fees), and fails to remedy such breach (if such breach can be remedied) within thirty 30) days of receipt Agreement due to circumstances beyond its reasonable control, including acts of war, terrorist acts, natural of written notice of such breach, the other party may
disasters, accident, labor disruption, acts, omissions and terminate this Agreement (including all Order Forms
defaults of third parties and official, governmental and hereunder). Notwithstanding the foregoing, to the extent judicial action not the fault of the party failing or delavina in such material breach cannot be remedied through efforts performance, or the threat of any of the foregoing.
of the breaching party, the other party has the right to terminate this Agreement (including all Order Forms
hereunder) on less than thirty days' written notice. Notice 12. Assignment. Licensee may not assign or otherwise to Infor of an alleged breach of warranty will not constitute transfer any of its rights or Agreement, whether by law or otherwise, and any attempt a notice of termination of this Agreement.
at such assignment will be void without the prior written consent of Infor. For purposes of this Agreement,
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"assignment" shall include use of the Component Systems business activities. Infor may audit Licensee no more than for benefit of any third party to a merger, acquisition and/or once in any six (6) month period. If an audit reveals that Licensee is using a Component System beyond the scope
new or surviving entity that results from such merger, of the license granted herein (such as for example, for a acquisition and/or other consolidation. number of users greater than those that Licensee licensed pursuant to this Agreement), then, in addition to any other
13. No Waiver. A party's failure to enforce its rights Infor, Licensee Will promptly with respect to any single or continuing breach of this reimburse Infor for the cost of such audit and pay Infor the Agreement will not act as a waiver of the right of that party underpaid license fees therefore and associated fees for to later enforce any such rights or to enforce any other or Support (as defined in the Support Agreement), based on any subsequent breach. Infor's then-current list rates, as well as any applicable late
14. Choice of Law; Severability. This Agreement will
be governed by and construed under the laws of the State 18. Miscellaneous. Infor shall be permitted to of California, as applicable to agreements executed and reference this Agreement in one or more press releases; wholly performed therein, but without regard to the choice otherwise, no public statements concerning the existence of law provisions thereof. This Agreement is originally or terms of this Agreement will be made or released to any written in the English language and the English language medium except with the prior approval of both parties or as version shall control over any translations. If any provision required by law. Infor and Licensee are independent of this Agreement is illegal or unenforceable, it will be contractors under this Agreement, and nothing herein will deemed stricken from the Agreement and the remaining be construed to create a partnership, joint venture or provisions of the Agreement will remain in full force and agency relationship between them. This Agreement shall effect. The United Nations Convention on the International be construed as if drafted by both parties and shall not be Sale of Goods (CISG) shall not apply to the interpretation strictly construed against either party. Infor is an Equal or enforcement of this Agreement. Employment Opportunity employer. As such, 41 CFR 60-
1.4(a), 60-250.5, & 60-741.5 are herein incorporated by
15. LIMITATIONS OF LIABILITY.
(A) LIMITED LIABILITY OF INFOR. EXCEPT 19. Entire Agreement. This Agreement contains the INFOR'S entire understanding of the parties with respect to its OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER subject matter, and supersedes and terminates all prior SECTION 8 ABOVE, THE TOTAL LIABILITY OF INFOR, oral and written communications between the parties about ITS AFFILIATES AND THIRD PARTY LICENSORS IN its subject matter. Any purchase order or similar document CONNECTION WITH THE COMPONENT SYSTEMS, that may be issued by Licensee in connection with this THIS LICENSE OR ANY OTHER MATTER RELATING TO Agreement does not modify this Agreement. modification of this Agreement will be effective unless it is THIS AGREEMENT (WHATEVER THE BASIS FOR THE in writing, is signed by each party, is approved as to form CAUSE OF ACTION) SHALL NOT EXCEED THE FEE by Licensee's attorney, and expressly provides that it THAT LICENSEE ACTUALLY PAID TO INFOR (OR, IF provided, however, NO DISCRETE FEE IS IDENTIFIED IN THE APPLICABLE modification mutually agreed to pursuant to a click-thru or ORDER FORM, THE FEE REASONABLY ASCRIBED BY click-wrap agreement delivered by Infor will be effective.
INFOR) FOR THE COMPONENT SYSTEM GIVING RISE This Agreement and any signed agreement or instrument TO THE LIABILITY. entered into in connection herewith or contemplated hereby, and any amendments hereto or thereto, to the
(b) EXCLUSION OF DAMAGES. IN NO EVENT extent signed and delivered by means of digital imaging, SHALL INFOR, ITS AFFILIATES OR THIRD PARTY electronic mail or a facsimile machine, shall be treated in LICENSORS BE LIABLE FOR ANY SPECIAL, all manner and respects as an original agreement or INCIDENTAL, INDIRECT OR CONSEQUENTIAL instrument and shall be considered to have the same OR DAMAGES FOR LOST PROFITS, binding legal effect as if it were the original signed version WHETHER BASED ON BREACH OF CONTRACT, TORT thereof delivered in person. This Agreement and all Order Forms entered into pursuant hereto may be signed in
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR counterparts. This Agreement is the product of negotiation
OTHERWISE, AND WHETHER OR NOT INFOR HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH and compromise between DAMAGES. notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the party causing the uncertainty.
16. Compliance With Laws. Licensee will comply with 20. Permits and Licenses. Infor, at its sole expense, all laws, rules and regulations applicable to the use of the shall obtain and maintain during the Component Systems. Agreement, all required business and professional permits, licenses and certificates.
17. Audit Rights. Infor (including any third party auditor retained by Infor) may audit the records and systems of 21. Compliance with Law. Infor shall comply with all Licensee to ensure compliance with the terms of this federal, state, and local laws, including all ordinances rules Agreement and each applicable Order Forms). Infor will and regulations in the performance of any services. notify Licensee in writing at least ten (10) business days prior to any such audit. Any such audit will be conducted 22. Nondiscrimination. In rendering services under during Licensee's regular business hours at Licensee's this Agreement, Vendor shall not discriminate based on location and will not interfere unreasonably with Licensee's Software License Agreement (US November 2 2009) . Page 5 of 6 PAE 21 AUG 2010 v.3
race, color, religion, national origin, ancestry, sex, age, access to the Source Code for the Component Systems) sexual orientation, marital status, AIDS or disability and listed in the Enrollment Form, for so long as the release shall comply with the requirements of all related federal, conditions are met. Infor reserves the right to change its state and local laws. Escrow Agent, and in the event it does, Infor will provide written notice to Licensee of the name of the new escrow
23. Escrow. A Master Source Code Escrow Agreement agent and provide Licensee with a révised Escrow has been established with Iron Mountain, Intellectual Agreement. To confirm, this statement does not • Property Management. Licensee shall have the right to automatically sign Licensee up as a beneficiary, all become a beneficiary of the Escrow Agreement, provided paperwork must be received by Infor. that Licensee agrees to be bound by the terms of such
Escrow Addendum attached hereto. Licensee may gain
THE PARTIES have executed this Agreement through the signatures of their respective authorized representatives.
Effective Date: • 2010
LICENSEE: City of Santa Monica, a municipal
Hansen Information Technologies corporation
Signature: Signatue: 22
Gregory MA Giangiordano -
Printed Name: Printed Name: ROD GOULD
SVP & General Counsel
Title: City Manager
Address: Address: 1685 Main Street, Room 110
Address: Address: Santa Monica, CA 90401
Signature Date: _ Signature Date: sept. 20, 2010
sept 2010
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
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INfOR"
EXHIBIT A
ORDER FORM
As it relates to the Component Systems specified herein, this Order Form is subject to the terms of the software license agreement between Hansen Information Technologies, an Infor company ("Infor") and City of Santa Monica ("Licensee") entered into herewith (the "License Agreement"). As it relates to Support for the Component Systems, this Order Form is subject to the applicable terms of the License Agreement (to the extent it concerns Support) or, if Support is the subject of a separate Support agreement related to the License Agreement, the terms of such Support Agreement (the "Support Agreement"). The License Agreement and related Support Agreement (if any) are referred to herein as the "Agreement". All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Order Form are In the event the capitalized terms in this Order Form differ from the terminology used in the Agreement, references herein to: "Component means the software products that are being licensed (and may be referred to in the Agreement as Products, Software Products, Software, Programs or Licensed Programs); "Support" means Infor's current standard maintenance and support services (and may be referred to in the Agreement as Maintenance and Support, Annual Support, Support Services, On-Going Support or One Point Support); "Order Form" means a mutually agreed upon ordering document (and may be referred to in the Agreement as Schedule, Supplement or Supplemental Schedule); "User Restriction" means the lieense restriction applicable to the Component System in addition to any license restrictions in the Agreement; "Annual Escalation Percentage Cap" means the maximum percentage increase in the annual Support Fee on an annual basis. In addition, based on the applicable Agreement, listed Component Systems herein owned by a third party may also be referred to in the Agreement as "Additional Software" or "Third Party Software"
Effective date of this Order Form: (the "Order Form Date") I. Component Systems
Part# User Restriction* [Support
Component System Quantity Type Add-on**
(if applicable)
1 H7GGS-ADM- Hansen v.7 - GeoAdministrator 1 Concurrent User 2 H7DEU Concurrent User
Hansen v.7 - Neztek Data Exchange Utility
3 H7LWN - 01 Hansen v. 7 - Work Notice 5 Concurrent Users 4 5
16 7
Total License Fee: $27,500.00
If specified in the User Restriction field:
"Named Users" allows access to the Component System up to the stated maximum number of individual named users, irrespective as to whether any such user is actively logged on to the Component Systems at a given point in time; • "Concurrent Users" allows access to the Component System up to the stated maximum number of individual concurrent users who are simultaneously logged on to the Component System at any given point in time, irrespective as to whether or not any such user is actually using resources related to the Component System.
The Licensee agrees to assign to each Named or Concurrent User a unique identification profile, it being agreed that to the extent Licensee uses generic user profiles as à means to access the Component System, each separate log-on accessing the Component System will be counted as a separate user.
** Selected option in addition to standard Support.
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I. Support services
Annual Support Fee: $5,500.00
Annual Escalation Percentage Cap: 6% or the then-current year-over-year increase in the Consumer Price Index (CPI-U), whichever is greater.
Initial Term of Support: Order Form Date through 2/28/2011 Fee for Initial Term of Support***: $3,043.84
*** If the Initial Term is less than or more than 12 months, the Fee for Initial Term of Support represents a proportional amount of the annual Support Fee based on the anticipated Order Form Date. This fee may vary based on the actual Order Form Date.
Other Fees:
Total Amount Due (before applicable taxes): $30,543.84
Payment is due within 15 days of Order Form Date.
All amounts are in US Dollars unless otherwise specified. Currency: United States Dollars Equipment (on which Component Systems will be installed): Licensee Account ID:
Computer Platform Model:
Operating System DBMS:
Location: Same as delivery Sales Rep ID:
Serial Number: Sales Rep Name: Ion Eggeng
City of Santa Monica Invoice Address: City of Santa Monica Nter Resource Divisior (if blank, the Delivery Finance Dept.
Delivery Address: 1212 5" Street, 3 Floo Address shall be used 1717 4th Street Ste 250 Santa Monica, CA 90401 for Invoicing): Santa Monica, CA 90401 Contact Name: Ivo Nkwenji Contact Name:
Contact Title: Systems Analyst - Utilities Contact Title:
Contact Phone 310-458-4967 Contact Phone 310-458-8281
Contact email [email protected] Contact email
Delivery is FOB Shipping Point.
Other Terms & Conditions:
By signing the License Agreement, Licensee represents and warrants that it has obtained all necessary authorizations and approvals, including, but not limited to, appropriation of funds and budget approval by the City of Santa Monica.
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INfOR EXHIBIT A
ORDER FORM
As it relates to the Component Systems specified herein, this Order Form is subject to the terms of the software license agreement between Hansen Information Technologies, an Infor company ("Infor") and City of Santa Monica ("Licensee") entered into herewith (the "License Agreement"). As it relates to Support for the Component Systems, this Order Form is subject to the applicable terms of the License Agreement (to the extent it concerns Support) or, if Support is the subject of a separate Support agreement related to the License Agreement, the terms of such Support Agreement (the "Support Agreement"). The License Agreement and related Support Agreement (if any) are referred to herein as the "Agreement". All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Order Form are defined in the Agreement. In the event of a conflict, the terms of this Order Form control over the terms of the Agreement.
In the event the capitalized terms in this Order Form differ from the terminology used in the Agreement, references herein to: "Component Systems" means the software products that are being licensed (and may be referred to in the Agreement as Products, Software Products, Software, Programs or Licensed Programs); "Support" means Infor's current standard maintenance and support services (and may be referred to in the Agreement as Maintenance and Support, Annual Support, Support Services, On-Going Support or One Point Support); "Order Form" means a mutually agreed upon ordering document (and may be referred to in the Agreement as Schedule, Supplement or Supplemental Schedule); "User Restriction" means the license restriction applicable to the Component System in addition to any license restrictions in the Agreement; "Annual Escalation Percentage Cap" means the maximum percentage increase in the annual Support Fee on an annual basis. In addition, based on the applicable Agreement, listed Component Systems herein owned by a third party may also be referred to in the Agreement as "Additional Software" or "Third Party Software"
Effective date of this Order Form: (the "Order Form Date'") I. Component Systems
Part # User Restriction* Support
(if applicable) Component System Quantity Type Add-on** H&CS Hansen 8 - Customer Service 9 Concurrent User
H8WM Hansen 8 - Work Management 29 Concurrent User
H&AF Hansen 8 - Fleet 3 Concurrent User
" VL H8AP Hansen 8 - Plant Concurrent User
H8AS Hansen 8 - Sewer Concurrent User
6 H8AT Hansen 8 - Storm Concurrent User
H&AW Hansen 8 - Water 9 Concurrent User
8 H&AIC Hansen 8 - Inventory Control 29 Concurrent User H&PO Hansen 8 - Material Management 29 Concurrent User
10 H8MD Hansen 8 - Map Drawer 66 Concurrent User
11 H&GGS Hansen 8 - GeoAdministrator 1 Concurrent User
12 HENDEU Hansen 8 - Neztek Interface 1 Concurrent User 13 H8USE Hansen 9 - Use Permit 5 Concurrent User
14 15
Total License Fee: Good and
valuable consideration the receipt and
sufficiency of which is hereby
acknowledged by Infor
If specified in the User Restriction field:
"Named Users" allows access to the Component System up to the stated maximum number of individual named users, irrespective as to whether any such user is actively logged on to the Component Systems at a given point in time; "Concurrent Users" allows access to the Component System up to the stated maximum number of individual concurrent users who are simultaneously logged on to the Componen System at any given point in time, irrespective as to whether or not any such user is actually using resources related to the Component System environments.
** Selected option in addition to standard Support.
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II. Support services
$20,205.58
Annual Support Fee: $36,510.09 ($16,164.47)
Represents credit
Annual Escalation Percentage Cap: 6% or the then-current year-over-year increase in the Consumer Price Index for V7 per-paid (CPI-U), whichever is greater. Support through
2-28-2011
Initial Term of Support: Order Form Date through February 28, 2011 Fee for Initial Term of Support***: $4,041.11
*** If the Initial Term is less than or more than 12 months, the Fee for Initial Term of Support represents a proportional amount of the annual Support Fee based on the anticipated Order Form Date. This fee may vary based on the actual Order Form Date.
Other Fees:
Total Amount Due (before applicable taxes): $4,041.11
Payment is due within 15 days of Order Form Date.
All amounts are in US Dollars unless otherwise specified. Currency: United States Dollars Equipment (on which Component Systems will be installed): Licensee Account ID: 372706 Computer Platform Model:
Operating System DBMS:
Location: Same as Delivery Sales Rep ID:
Serial Number: Sales Rep Name: Jon Eggena
City of Santa Monica Invoice Address:
West Resource Division (if blanks, the Same as Delivery Delivery Address: 1212 5 Street, 3'° Floor Delivery Address Santa Monica, CA 90401 shall be used for
Invoicing):
Contact Name: ivo Nkwenji Contact Name:
Contact Title: Systems Analyst - Utilities Contact Title:
Contact Phone 310-458-4967 Contact Phone
Contact email [email protected] Contact email
Delivery is FOB Shipping Point.
Other Terms & Conditions:
By signing the License Agreement, Licensee represents and warrants that it has obtained all necessary authorizations and approvals, including, but not limited to, appropriation of funds and budget approval by City of Santa Monica.
Order Form (US Nov 2009 - smart)
DSB 8/11/2010
PAE 24 AUG 2010
INFOR™
SOFTWARE SUPPORT AGREEMENT
AGREEMENT NUMBER:
THIS SOFTWARE SUPPORT AGREEMENT (the "Support Agreement") is made between Hansen Information Technologies an Infor company ("Infor") and City of Santa Monica, a municipal corporation ("Licensee") as of the Effective Date. The parties agree as follows:
Incorporation By Reference. systems software configuration other than the Equipment, (Definitions), 7 (Confidential Information), or if the Component System has been modified other than (Indemnity by Infor), 10 through 14 (Notices, Force in accordance with this Support Agreement. In addition, Majeure, Assignment, No Waiver and Choice of Law; Licensee agrees to provide Infor with access to such Severability, respectively), and 16 through 18 (Compliance facilities and equipment as are reasonably necessary for with Laws, Audit Rights and Miscellaneous, respectively) to perform its obligations hereunder, including of the License Agreement are incorporated remote access to the Equipment. Support provided Support Agreement by this reference as fully as if written hereunder does not include related services, if any, out below. If any provision incorporated by reference from required by Licensee, without limitation, the License Agreement conflicts with any provision of this installation or implementation of the Component System the provision of this Support or any updates, enhancements or modifications thereto.
Agreement will control.
4. Payment and Taxes.
2. Additional Definitions.
(a) Support Fees. For annual Support of the
(a) "Contract Period" means, as applicable, the Initial Component Systems specified an Order Form, Term or the Renewal Period for which Licensee has paid Licensee will pay Infor the Support Fee specified in the the applicable fee for Support. Order Form, which will be subject to successive increases on an annual basis (starting with the first Renewal Period) (b) "Initial Term" means, respect to the not to exceed the "Annual Escalation Percentage Cap" (as Component Systems specified in an Order Form, the specified in the Order Form). If the Initial Term is less twelve-month period beginning on the Order Form Date, than 12 months, the fee for the Initial Term of Support will unless otherwise specified in the Order Form. be prorated accordingly. Payment of the applicable fee for any Renewal Period of Support is due prior to the
Period" means, as applicable, each commencement of such Renewal Period. All payments (c) "Renewal
successive twelve-month period following the Initial Term. hereunder are non-refundable. (d). "License Agreement" means the Software License (b) Additional Costs. Licensee will reimburse Infor for actual travel and living expenses that Infor incurs in
Agreement entered into between the parties as of the
Effective Date. providing Licensee with Support, with reimbursement to be on an as-incurred basis. Licensee will also reimburse Infor for charges incurred in connection with accessing
3. Services. Equipment, if any.
(a) Types of Services. Subject to Licensee paying the
(c) Taxes. Licensee is responsible for paying all taxes applicable fee for Support hereunder for
Component System, Infor shall (a) provide Licensee with (except for taxes based on Infor's net income or capital stock) relating to this Support Agreement or the services access (via the Internet, telephone or other means
or payments provided for hereunder. Applicable tax
established by Infor) to Infor's support helpline between amounts (if any) are not included in the fees set forth in the hours of 5:00 a.m. to 5:00 p.m. Pacific Time on
this Support Agreement or the applicable Order Form.
weekdays, except for major holidays, (b) provide, when
Infor will invoice Licensee for any applicable tax amounts. and if generally available, updates, enhancements
modifications to the then-current, general release version. (d) Invoices and Late Charges. Licensee will pay each
of such Component System that are not separately priced or licensed as new products; and (c) use reasonable Infor invoice within fifteen (15) days of the date of invoice and in any event, on or before the dates specified in this efforts to correct or circumvent Documented Defects (the Support Agreement or the applicable Order Form. Late
foregoing referred to collectively as "Support"). A current payments are subject to a late charge equal to the lesser description of Support severity levels and response
of: (i) one and one-half percent (1½%) per month; and (i) targets is attached hereto as Exhibit A.
the highest rate permitted by applicable law.
(b) Third Party Products. With respect.to Third Party 5. Term. With respect to each Component System Products, Infor's provision of Support will be limited to providing Licensee with the support that the Third Party specified on an Order Form, the term of this Support Licensor provides to Infor for such Third Party Products. Agreement shall begin on the Order Form Date and end on the last day of the Initial Term, and must be renewed annually for each successive Renewal Period. Each party (c) Restrictions. Infor shall have no obligation to provide Support if Licensee fails to pay the applicable fees agrees to provide written notice to the other party of non- renewal of Support at least ninety (90) days prior to the hereunder or is otherwise in breach of this Support
Infor shall have no obligation to provide commencement of the Renewal Period.
Agreement.
Support for any Component System on any hardware or
6. Disclaimer of Warranties. Licensee acknowledges
Software Support Agreement (US November 2 2009) Page 1 of 5 PAE 26 AUG 2010 v2
and agrees that INFOR MAKES NO WARRANTIES INFOR HAS BEEN ADVISED OF THE POSSIBILITY OF WHATSOEVER,. EXPRESSED OR IMPLIED, WITH SUCH DAMAGES OR WHETHER ANY REMEDY SET REGARD TO ANY SUPPORT AND/OR ANY OTHER FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
MATTER RELATING TO THIS SUPPORT AGREEMENT,
AND THAT INFOR EXPLICITLY DISCLAIMS ALL 9. Entire Agreement. This Support Agreement WARRANTIES OF NON-INFRINGEMENT, contains the entire understanding of the parties with MERCHANTABILITY respect to its subject matter, and supersedes and PARTICULAR PURPOSE. FURTHER, INFOR extinguishes all prior oral and written communications EXPRESSLY DOES NOT WARRANT between the parties about its subject matter.
COMPONENT SYSTEM OR ANY SUPPORT WILL BE purchase order or similar document, which may be issued USABLE BY LICENSEE IF THE COMPONENT SYSTEM by Licensee in connection with this Support Agreement does not modify this Support Agreement. No modification HAS BEEN MODIFIED, OR WILL BE ERROR FREE, of this Support Agreement will be effective unless it is in WILL OPERATE WITHOUT INTERRUPTION OR WILL writing, is signed by each party, and expressly provides
BE COMPATIBLE WITH ANY HARDWARE OR
SOFTWARE CONFIGURATION OTHER however, that a modification mutually agreed to pursuant THAN THE EQUIPMENT. to a click-thru or click-wrap agreement delivered by Infor will be effective. This Support Agreement and any signed
7. Termination. If either party materially breaches any agreement or instrument entered into in connection material obligation in this Support Agreement (including, herewith or contemplated hereby, and any amendments without limitation, any obligation to pay fees hereunder), hereto or thereto, to the extent signed and delivered by and fails to remedy such breach (if such breach can be means of digital imaging, electronic mail or a facsimile remedied) within thirty (30) days of receipt of written notice machine, shall be treated in all manner and respects as of such breach, the other party may terminate this Support an original Support Agreement or instrument and shall be Agreement. Notwithstanding the foregoing, to the extent considered to have the same binding legal effect as if it such material breach cannot be remedied through efforts were the original signed version thereof delivered in of the breaching party, the other party has the right to person. This Support Agreement and all Order Forms terminate this Agreement on less than thirty days' written pursuant hereto may be signed in Notice to Infor of a suspected Documented Defect counterparts. will not constitute a notice of termination of this Support Agreement. Termination of this Support Agreement will 10. Indemnification. Infor will defend, indemnify and be without prejudice to the terminating party's other rights hold Licensee harmless from and against any loss, cost and remedies hereunder. Termination of this. Support and expense that Licensee incurs because of a third party Agreement shall also terminate all Order Forms hereunder claim for bodily injury, death, or damage to tangible but only insofar as such Order Forms relate to Support. personal property to the extent caused by Infor's For the avoidance of doubt, termination of this Support negligence while performing Support. Infor's obligations.
Agreement shall not terminate licenses granted pursuant under this indemnification are expressly conditioned on to the License Agreement unless such licenses are the following: (i) Licensee must promptly notify Infor of terminated pursuant to the terms of the License any such claim; (ii) Licensee will in writing grant Infor sole Termination of this Support Agreement will control of the defense of any such claim and of all not relieve either party from making payments which may negotiations for its settlement or compromise. If Licensee be owing to the other party hereunder: chooses to represent its own interests in any such action, Licensee may do so at its own expense, but such
8. LIMITATIONS OF LIABILITY. representation must not prejudice Infor's right to control the defense of the claim and negotiate its settlement or (a) LIMITED LIABILITY OF INFOR. EXCEPT WITH compromise; and (iii) Licensee must cooperate with Infor RESPECT TO INFOR'S INDEMNITY OBLIGATIONS FOR to facilitate the settlement or defense of the claim.
THIRD PARTY CLAIMS UNDER SECTION 8 OF THE
SOFTWARE LICENSE AGREEMENT INCORPORATED Insurance. Infor shall secure HEREIN BY REFERENCE, THE TOTAL LIABILITY OF commencement of Support and for so long as Infor is INFOR, ITS AFFILIATES AND THIRD PARTY providing paid Support to Licensee the following types and LICENSORS IN CONNECTION WITH SUPPORT OR amounts of insurance:
ANY OTHER MATTER RELATING TO THIS SUPPORT
AGREEMENT (WHATEVER THE BASIS FOR THE
CAUSE OF ACTION) SHALL NOT EXCEED THE FEE (a) Minimum Limits of Insurance THAT LICENSEE ACTUALLY PAID TO INFOR FOR Infor shall obtain insurance of the types and in the
SUPPORT FOR THE TWELVE-MONTH CONTRACT
amounts described below:
PERIOD IN WHICH SUCH LIABILITY FIRST AROSE.
Infor shall maintain commercial general liability
(b) EXCLUSION OF DAMAGES. IN NO EVENT (CGL) in the amount of $1,000,000 per occurrence.
SHALL INFOR, ITS AFFILIATES OR THIRD PARTIES
BE LIABLE FOR ANY SPECIAL, INCIDENTAL Software Engineers Errors and Omissions INDIRECT OR CONSEQUENTIAL DAMAGES OR Liability Insurance in the amount of $1,000,000 per DAMAGES FOR LOST PROFITS, WHETHER BASED occurrence.
ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, Workers' Compensation and Employer's Liability OTHERWISE, AND REGARDLESS OF WHETHER Insurance required by the State of California and Software Support Agreement (US November 2 2009) Page 2 of 5 PAE 26 AUG 2010 v2
Employer's Liability Insurance in amount of has been given (add user department and specify specific $1,000,000 per occurrence. individual and title) to the Licensee prior to cancelling coverage.
(b) Deductibles and Self-Insured Retentions
(d) Workers' Compensation and Employer's Liability
Any deductibles or self-insured retentions must be
declared to and approved by the Licensee. he workers Compensatio employee's liability olicy is to be endorsed to contain the tollowing provisior (c) Other Insurance Provisions
(e) Acceptability of Insurers
The commercial general liability is to contain, or be
endorsed to contain, the following provisions: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:6 unless otherwise : 1) Licensee, its officers, officials, employees, and approved by the Licensee. volunteers are to be covered as additional insureds with respect to liability arising out of work or operations (f) Verification of Coverage performed by or on behalf of Infor; or automobiles owned, leased, hired, or borrowed by or on behalf of Infor. Infor shall furnish Licensee with original certificates and amendatory endorsements effecting coverage required by
For any claims related to Support, Infor's this section. The endorsements should be on forms insurance coverage shall be primary as respects to the provided by the Licensee or on other than the Licensee Licensee, its officers, officials, employees, and volunteers. forms, provided those endorsements conform to Infor's Any insurance or self-insurance maintained by the requirements. All certificates and endorsements are to be Licensee, its officers, officials, employees, or volunteers received and approved by the Licensee before work shall be in excess of Infor's insurance and shall not commences. Licensee reserves the right to require contribute with it. complete, certitied copies ot all required insurance policies, including endorsements affecting the coverage Each insurance policy required by this clause required by these specifications at any time. shall be endorsed to state that Infor shall use its best endeavors to provide Licensee thirty (30) days prior
written notice by certified mail, return receipt requested, THE PARTIES have executed this Support Agreement through the signatures of their respective authorized representatives Effective Date: ent: 2010
Hansen Informatien Technologies LICENSEE: City of Santa Monica, a municipa corporation Signature:
Printed Name:- Gregoty M. Giangiordano Printed Name: ROD GOULD SVP & General Counsel
Title: Title: City Manager
Address: Address:
Address: _ Address:
Signature Date:_ Sept 2010 Signature Date: 1. 20•10.
APPROVED AS TO FORM:
bus buttie
MARSHA JONES MOUTRIE 7
ATTEST:
maria to pleasant
MARIA STEWART
City Clerk
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Exhibit A
Support Supplement
Date: August 2010
The following severity descriptions and target response time objectives apply to standard licensed software support plans Infor offers in the normal course of its business as of the date set forth above. As such, this document shall serve as a supplement to the support agreement in place between Infor and Licensee.
Severity Levels
There are currently five defined levels of incident severity, (priority) and associated response targets. Priority attention is given to the incident based on the severity level.
Severity Description Examples
1* Production Down A customer's production system, database, or licensed software is inoperable. A major application failure has occurred or data integrity issues exist, and business
processes are halted. There is no workaround available. 2 High, A critical business process is impaired, causing a serious disruption of a major business function. It is
causing serious impact on daily functions or processing, and there is no acceptable workaround.
3 Medium Non-critical problems occur with the licensed software.
Customer is able to run the system and/or application,
and there is an acceptable workaround for the problem.
4 Low An inquiry and/or low system impact issue which does not require immediate attention. This includes cosmetic issues on screens, errors in documentation, or a request regarding the use of the licensed software.
E Suggestion for A suggestion is made for enhancing the system by Enhancement adding new features or improving existing features. * Please note, customers should report all Severity 1 issues by telephone to their local support center to assist in achieving the response target set forth below.
Response Targets
Responding promptly to customers' requests is an important goal of the Infor Global Support team. A Response Target below is calculated as the difference between the time an incident is accurately logged into the Infor system and the time of the first communication to the customer. Our response targets are defined on the following table. Note that no response goals have been set for incidents designated as severity code "E." Infor shall assign resources to Severity Level 1 and 2 issues within time periods set forth below under the Response Targets and work diligently on the issue until it is resolved,
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Customers are required to specify the severity code when logging a new incident. Note that the default severity when logging an incident is "3."
We will make commercially reasonable efforts to meet the targets set forth below during normal business hours.
Severity Level Response Targets
Severity 1 - Production Down Within 1 business hour
Severity 2 - High Within 4 business hours
Severity 3 - Medium Within 8 business hours
Severity 4 - Low Within 12 business hours
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