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Agreement for HdL Software anu services
<br /> City of Pleasanton August 24,2011
<br /> EXHIBIT F
<br /> GENERAL TERMS AND CONDITIONS
<br /> A. OWNERSHIP OF MATERIALS,CONFIDENTIALITY.
<br /> 1. Software License. HdL hereby provides a license to the City to use HdL's Software. The software shall only be used by
<br /> the City.The City shall not sublet, duplicate, modify,decompile, reverse engineer,disassemble,or attempt to derive
<br /> the source code of said software. The license granted hereunder shall not imply ownership by City of said software,
<br /> rights of the City to sell said software, or rights to use said software for the benefits of others. This license is not
<br /> transferable. City shall not create any derivative work or product based on or derived from the Software or
<br /> documentation,or modify the Software or documentation without the prior written consent of HdL.In the event of a
<br /> breach of this provision(And without limiting HdL's remedies),said modification,derivative work or product based on
<br /> the Software or documentation is hereby deemed assigned to HdL. Upon termination, the software license shall
<br /> expire, all copies of the software shall be removed from the City's computers and network and all digital copies
<br /> deleted or otherwise destroyed.
<br /> 2. City Data. HdL acknowledges that the account data generated by the City during the course of City operations is the.
<br /> property of the City. At the termination of this Agreement the City data will be made available to the City in a format
<br /> acceptable to both the City and HdL.
<br /> 3. Proprietary Information. As used herein,the term"proprietary information"means any information which relates to
<br /> HdL's computer or data processing programs; data processing applications, routines, subroutines, techniques or
<br /> systems; or business processes. City shall hold in confidence and shall not disclose to any other party any HdL
<br /> proprietary information in connection with this Agreement, or otherwise learned or obtained by the City in
<br /> connection with this Agreement. The obligations imposed by this Paragraph shall survive any expiration or
<br /> termination of this Agreement. The terms of this section shall not apply to any information that is public information.
<br /> B. LICENSE, PERMITS, FEES AND ASSESSMENTS. HdL shall obtain such licenses, permits and approvals (collectively the
<br /> "Permits")as may be required by law for the performance of the services required by this Agreement. City shall assist HdL
<br /> in obtaining such Permits, and City shall absorb all fees, assessments and taxes which are necessary for any Permits
<br /> required to be issued by City. If City requires payment for such Permits,the associated costs will be included with the next
<br /> invoice.
<br /> C. INSURANCE REQUIREMENTS. HdL shall maintain the policies set out below, and in amounts of coverage not less than
<br /> those indicated herein. Additionally,where required by City,HdL shall name the City as an additional insured and provide
<br /> a Certificate of Insurance.
<br /> 1. Worker's Compensation and Employer's Liability. In accordance with applicable law.
<br /> 2. Comprehensive General Liability. Bodily injury liability in the amount of $1,000,000 for each person in any one
<br /> accident,and$1,000,000 for injuries sustained by two or more persons in any one accident. Property damage liability
<br /> in the amount of$1,000,000 for each accident,and$2,000,000 aggregate for each year of the policy period.
<br /> 3. Comprehensive Automobile Liability. Bodily injury liability coverage of$1,000,000 for each accident.
<br /> 4. Errors and Omissions. In addition to any other insurance required by this Agreement,HdL shall provide and maintain,
<br /> during the term of this Agreement, professional liability insurance in the amount of$1,000,000 as evidenced by a
<br /> Certificate of Insurance.
<br /> D. TERMINATION. This Agreement may terminate each year by either party upon written notice 90 days prior to the
<br /> anniversary date of the Agreement. Upon termination, the software license shall expire and (a) City will immediately
<br /> remove the software from the City's computers and network and destroy or erase all copies of the software and any
<br /> Proprietary Information and confirm destruction of same by signing and returning to HdL an "Affidavit of Destruction".
<br /> Upon City's request,HdL will assist in extracting the City data in a format acceptable to both the City and HdL.
<br /> E. INDEPENDENT CONTRACTOR. HdL shall perform the services hereunder as an independent contractor. No agent,
<br /> representative or employee of HdL shall be considered an employee of the City.
<br /> F. NON-ASSIGNMENT. This Agreement is not assignable either in whole or in part by HdL or the City without the written
<br /> consent of the other party.
<br /> G. GOVERNING LAW. The laws of the State of California shall govern the rights, obligations, duties and liabilities of the
<br /> parties to this Agreement and shall also govern the interpretation of this Agreement.
<br /> H. INDEMNIFICATION. HdL shall indemnify and hold harmless City and its officers,officials and employees from any liability
<br /> for damage or claims for personal injury, including death, as well as from claims for breach of confidentiality or property
<br /> damage,including attorney fees,which may arise out of the performance of the work described herein,caused in whole or
<br /> in part by any negligent act or omission of HdL, its officers, agents and employees under this Agreement. City shall
<br /> indemnify and hold harmless HdL, its officers,agents and employees,from any liability for damage or claims for personal
<br /> injury,including death,as well as from claims for breach of confidentiality or property damage which may arise from City's
<br /> negligent acts,errors or omissions under this Agreement.
<br /> HdL Software,LLC 9
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