HomeMy WebLinkAboutKarpel Solutions 2\-OZq
MASON COUNTY PUBLIC DEFENDER'S OFFICE
MASON COUNTY, WA
CONTRACT FOR
by
DEFENDERbyKarpel°
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
TABLE OF CONTENTS
TABLE OF CONTENTS............................................................................................................2
1. CONFIDENTIALITY STATEMENT.......................................................................................3
2. SCOPE OF WORK .............................................................................................................3
3. OTHER INFORMATION...................................................................................................5-3
4. GENERAL CLIENT RESPONSIBILITIES..............................................................................54
5. INVESTMENT SUMMARY...............................................................................................64
6. ANNUAL SUPPORT.........................................................................................................8-
7. LICENSE TERMS AND USE............................................................................................ 10-7
8. MASTER TERMS AND CONDITIONS........................................................................... 1334
Initials Page 2 of 18
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SIONS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
This agreement between Karpel Computer Systems Inc., a Missouri corporation, doing business as
Karpel Solutions (hereinafter referred to as "Karpel Solutions") and-Mason County, a political subdivision
of the State of Washington (hereinafter referred to as "Client") is for the purposes of reviewing this
proposal and to enter into this contract including the Master Terms and Conditions set forth below
wherein Karpel Solutions agrees to sell licenses for its copyrighted software program known as
DEFENDERbyKarpel® (hereinafter referred to as"MV).
1. CONFIDENTIALITY STATEMENT
This document is the intellectual property of Karpel Solutions. Client agrees that the information
contained within this proposal is proprietary information and that it shall not disclose, reproduce in any
format, or use any of the terms, data, or any other material contained herein outside of Mason County
or for any other purposes other than to evaluate this contract. If the Client is required by statute or case
law to disclose any information in this agreement, then Client shall notify Karpel Solutions three (3)
business days prior to the release. This agreement does not limit Client the right to use information
contained within this contract if it is obtained from another source without restriction. Any subsequent
revisions, addendums, or amendments to this document shall be covered under the terms of this
confidentiality agreement by reference.
2. SCOPE OF WORK
The following Scope of Work represents the services required to reach the proposed solution and
a successful project. Karpel Solutions will perform all work in accordance with the descriptions,scopes
and specifications hereafter described.
Deadline Tasks and deliverables Days out
Project Pre-Implementation Meeting scheduled. Minimum Workstation 120
requirements are explained to agency project manager.Server Connection
Credentials to the Agency Server are given to Karpel to begin the data
extraction.The agency project manager will notify local IT support for remote
access credentials and coordinate with local agency IT to provide Karpel with
legacy data if a remote extraction is not possible.
Workstation assessment completed and any necessary hardware or software 100
ordered to meet DbK installation prerequisites.
Online pre-implementation meeting with project manager and system 90
administrators. DbK Overview with the first data conversion complete. Project
Team is selected including Karpel Staff and Customer System Administrators.
(One customer System Administrator must be a Policy Setting Attorney).This
meeting will begin with application overview, legacy data application analysis,
enhancement definitions and interface definitions. DbK pre-load
configuration is explained and initial Document Templates are received.
Workflow pre-configuration is conducted.
Teleconference status meeting with Karpel and agency project manager will 80
occur to review progress on hardware/software assessments and finalize pre-
implementation meeting timeline agreement.
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u:::IONSEL
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9717 Landmark Parkway 1 St.Louis,MO 63127 1 (314)892-6300
First Data Conversion Webinar is reviewed on Karpel servers along with the 60
DbK pre-load worksheets.Agency Document Templates are received. Data
validation spreadsheets will be explained,and data validation will begin.
System Administrator training begins.Workflow pre-configuration is
conducted.System enhancements are completed and demonstrated.
Applicable interfaces are reviewed and analyzed to define testing procedures.
Teleconference status meeting with Karpel and agency project manager will 45
occur to review progress and answer additional questions regarding pre-load
spreadsheet.
Karpel Support installation and application testing on each workstation should 45
begin at this time. Karpel Solutions or local IT support will schedule
workstation application testing and follow Karpel testing procedures to
thoroughly test browser functionality, document generation, Outlook
Calendaring and email on each workstation.
Online document template conversion review-customer will review 40.
converted templates for accuracy and report any inaccuracies to Karpel over
the next two weeks.
The agency project manager will provide Karpel with any additional Legacy 35
Data, additional Legacy Documents and a fully complete DbK Pre-Load
Spreadsheet and completed data validation spreadsheets from the first data
conversion.The agency project manager will notify agency IT support to
coordinate the legacy data upload for final conversion with Karpel.
Training Schedule is completed with assignment of all office staff to specific 35
training sessions.The Policy Setting Attorney must attend the initial
Configuration, Case Initiation and Event Entry sessions at a minimum.Training
room and equipment are verified.
Pre-Live Administrator Training and Mock Go-live-Karpel will train the 30
System Administrators exactly as the staff will be trained upon go-live.The
preliminary data conversion on the Agency's pre-production site will be used
for this training including completed document templates and workflow
configuration.Agency will re-validate the accuracy of Clients,Co-Defendants,
Cases, Court Dates, Events, Dispositions, and Financials.Application testing
will continue.Agency project manager will report all inaccuracies to Karpel.
All Custom Enhancements are tested and verified. Begin final testing of all
application interfaces if applicable.At this point data conversion will be
repeated as deemed necessary by our data conversion experts to correct data
conversion anomalies reported in the data validation spreadsheets.
Teleconference status meeting with Karpel and agency project manager to 21
review current data validations and acceptance testing. Review of timeline to
meet scheduled "go live"date.
Complete installation and testing of all workstations by Karpel or local IT 14
support.
Final teleconference status meeting with Karpel and agency project manager 7
to verify final data accuracy and training area is prepared for scheduled
training.
Final Legacy Data received by Karpel. 3
February 7,2022 Final Data Conversion is loaded. User training continues with remaining office Go Live
staff(group training). Customer begins using DbK in a live state.
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ZSI�PEL
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
This schedule will be modified as mutually agreed upon by Client and Karpel Solutions.
Document conversion consists of Karpel Solutions converting existing Microsoft Word°, Microsoft
Works° and Corel WordPerfect° documents provided by Client up to the time of training as outlined in
the Project Timeline listed above into a format that can be utilized by DbK on a best effort basis. Karpel
Solutions does not support nor will convert customized macros, auto-text files or other custom
programming items not a part of the ordinary functionality of Microsoft Word°, Microsoft Works° and
Corel WordPerfect°
Karpel Solutions will provide hosting of DbK subject to the terms and conditions set forth in the
Agreement for DEFENDERbyKarpel Hosting.
3. OTHER INFORMATION
Any additional work requirements outside the scope of this proposal will be presented in the form of a
change order and must be approved by client prior to start of such work. No additional charges will be
incurred without prior written approval from client.
4. GENERAL CLIENT RESPONSIBILITIES
In order for the project to be completed on time and on budget, Client shall provide at a minimum:
1. Access to client facilities, computers, servers, network infrastructure and software as deemed
necessary by the Karpel Solutions project manager.
2. Access to systems and equipment as required by Karpel Solutions including:
a. DbK application access using Karpel Solutions laptops and clients network for
training and application testing
b. Installation of the Karpel Solutions remote support tool on all desktops executing
the DbK application.
3. Access to client data along existing servers and systems containing data if such data is to be
converted and populated by Karpel Solutions into DbK.
4. An authorized contact person to assist in the definition of any project unknowns and authorized
to approve the completion of each task.
Failure of Client to provide the above access and assistance will render the Karpel Solutions support
agreement null and void.
4.1.1 CLIENT VALIDATION
Client is responsible for validating their data during the project(if applicable). Validating data is
key to a successful implementation. If issues arise with converted data after go-live Karpel will
determine if a fix is possible and an additional fee for this work may be presented for this work.
Initials Page 5 of 18
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9717 Landmark Parkway St.Louis,MU63I27 | (314)892-6300
S. INVESTMENT SUMMARY
Karpe/Solutions will perform according to all descriptions, scopes, and specificationshereindescrbed,
in consideration for payment as set forth below,
1, Soft re:Pir6dulds/Litensing
DEFENOERbyKarpe| 7 $1,SOO
�
' Total Software � �
Installation;Services.., Price' Total
y.
PROS E[UTORbvKarpe| Installation and Configuration 1 $1,000 $1,000
Client Support Tool,Scanning Tool and System
Compatibility Check(per computer) 7 $50
Total Installation Services
Servlces
Project Management No Additional Cost
Pre-Implementation Services (hours, online) D $150 $1,200
Data Conversion: Access Database 1 $5,000 $5,000
Mock Go-Live and System Administrator Training (30
days prior to go-live, hours, online) 4 $150 S600
Document Template Setup,Training and Conversion 1 $3,500
' Total Professional Services
On Site Training(days) ._ ` ,4 _ $1,200 _ _
- � Total Onsit&Training Services
Jota
Cust6rriiz'4tion;Services, Qty., r
Interface: PROSE[UTORbyKarpe| 1 $U `
' Total, ization Services _ � . `�
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SOLUTIONS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
j Annual Support Services, Qty.; _ Price: Total
PROSECUTORbyKarpel 7 $300 $2,100
Unlimited eDiscovery 1 $875 $875
Hosted Services(per user/year) 7 $100 $700
Total Annual Support Services $3,675
Estimated Travel Expenses $1,800
Total`First.Year_Cost $2
}.� 9;625
'76ptional items ;
Price'
Interface: Court $10,000
Interface Annual Support(per interface) $2,000
Document Template Conversion After 100 Documents (per document) $25
Additional Storage After Included 2TB (per terabyte, per year) $1,000
*Interfaces must conform to the appropriate DEFENDERbyKarpel Information Exchange Package
Documentation (IEPD)for that interface. Interfaces that do not conform to the appropriate
DEFENDERbyKarpel IEPD, will require Karpel development review before approval and will incur
additional development and maintenance costs.
The stated costs for interfaces include Karpel's development and testing time. There may be an
additional cost from the other vendor(s), which is not included within this contract.
This fee does not include additional hardware, Microsoft licenses, or networking services that may be
necessary to properly and legally operate DbK. Said expenses are the Client's sole responsibility.
If a scheduled go-live date is changed by Client within 60 days of the set date a 10% (of first year cost)
penalty may be issued to cover the costs of booked travel, accommodations and time that may be
removed from other current client start dates.
Pricing for Optional Services will remain valid up to 90 days from date of contracting signing. Upon the
request to begin an Optional Service, an official notice to begin the service must be received.
Travel expenses include airfare, lodging, ground transportation, meals, and incidental expenses.
As with any project, all prices are subject to change as new information arises or as workload increases.
Karpel Solutions will seek approval from Client if more work will be necessary to make the changes along
the way, as described above.
Initials Page 7 of 18
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
5.1 Payment Terms
Payment schedule to be 50%of Software User Licenses due upon signed contract agreement and the
remaining cost due upon completion of implementation and training.
6. ANNUAL SUPPORT
6.1.1 TECHNICAL SUPPORT FEES
Client understands that technical support fees will be required annually, in order to receive software
updates and technical support. The support period shall begin from the date of go-live as part of the
initial first year costs. The Client may elect to purchase subsequent annual support, on a yearly basis
at a fixed cost, and billed annually as referenced in Section 5 above. The option to purchase annual
support is solely at the Client's discretion. The Client's license to use DbK is not dependent upon the
Client purchasing annual support; however, if the Client discontinues annual support it will not be
provided with updated versions of the software, unless it is purchased. Provided Client's computers,
network and systems meet recommended specifications set for by Karpel Solutions and the Client is
current with annual support payments then Karpel Solutions shall provide updated versions of their
system and/or software as they become available during the terms of the contract. If the option for
renewal is exercised, Karpel has the right to increase current pricing.
6.1.2 SUPPORT PROVIDED
Karpel Solutions,.will provide support (e.g. software updates, general program enhancements and
technical support)for all software provided, including ongoing unlimited telephone technical support
problem determination, and resolution.
6.1.3 HOURS OF OPERATION
Karpel Solutions will provide technical support Monday through Friday, at a minimum of eight (8)
hours a day. Technical support services shall be available between the hours of 7:00 a.m. through
9:00 p.m. Central time, via a toll-free telephone number provided.After-hours support is available as
well via the same toll-free number which will reach the on-call support group.
6.1.4 INCLUDED SUPPORT
Support services include the detection and correction of software errors and the implementation of
all DbK program changes, updates and upgrades. Karpel Solutions shall respond to the inquiries
regarding the use and functionality of the solution as issues are encountered by Authorized Users.
Support to users will be provided through the remote support tool installed on the end user's
computer.This tool was installed at the time of go-live allowing Karpel to provide the needed support
to meet the service level agreement. If this access is not allowed support will be delayed and the
service level agreement (severity levels) are no longer in place.
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
6.1.5 RESPONSE TIMES
Karpel Solutions shall be responsive and timely to technical support calls/inquires made by the Client.
The Client will'first make support inquires through their qualified system administrators to assure the
policies and business practices of the Client are enforced prior to contacting Karpel Solutions. The
timeliness of the response is dependent upon the severity of the issue/support problem, as defined
below:
The severity of the issue/support problem shall determine the average problem resolution response
time in any calendar month of the contract as follows:
*If the remote support tool is not installed or available all issues will fall into the general assistance and the severity
levels are no longer applicable.
Severity Level 1 shall be defined as urgent situations,when the Client's production system is down
and the Client is unable to use DbK, Karpel Solutions'technical support staff shall accept the
Client's call for assistance at the time the Client places the initial call; however, if such staff
is not immediately available, Karpel Solutions shall return the customer's call within one (1)
business hour. Karpel Solutions shall resolve Severity Level 1 problems as quickly as possible,
which on average should not exceed two (2) business days, unless otherwise authorized in
writing by the Client.
Severity Level 2 shall be defined as critical software system component(s) that has significant
outages and/or failure precluding its successful operation, and possibly endangering the
customer's environment. DbK may operate but is severely restricted. Karpel Solutions'
technical. support staff shall accept the customer's call for assistance at the time the
customer places the initial call; however, if such staff is not immediately available, Karpel
Solutions shall return the Client's call within four (4) business hours. Karpel Solutions shall
resolve Severity Level 2 problems as quickly as possible,which on average should not exceed
three (3) business days, unless otherwise authorized in writing by the customer.
Severity Level 3 shall be defined as a minor problem that exists with DbK but the majority of the
functions are still usable and some circumvention may be required to provide service. Karpel
Solutions' technical support staff shall accept the Client's call for assistance at the time the
customer places the initial call; however, if such staff is not immediately available, Karpel
Solutions shall return the Client's call on average no later than the next business day. Karpel
Solutions shall resolve Severity Level 3 problems as quickly as possible, which should not
exceed the next available release of software, unless otherwise authorized in writing by the
Client.
General Assistance: For general software support/helpdesk calls not covered by the above
severity level.descriptions, Karpel Solutions' technical support staff shall accept the Client's
call for assistance at the time the Client places the initial call; however, if such staff is not
immediately available, Karpel Solutions shall return the Client's call on average no later than
the next business day.
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
7. LICENSE TERMS AND USE
This software, DbK, is a proprietary product of Karpel Solutions. It is licensed (not sold) and is licensed
to Client for its use only by the terms set forth below.
1. In consideration of payment of a sublicense fee, Karpel Solutions hereby grants Client a non-exclusive
and non-transferable sublicense to use any associated manuals and/or documentation furnished.
2. Client cannot distribute, rent, sublicense or lease the software.A separate license of DbK is required
for each user or employee. Each license of DbK may not be shared by more than one full time employee
or user(40 hours per week), nor more than two (2) part-time employees or users, working no more than
40 hours per week together. The Client agrees that Karpel Solutions will suffer damages from the
Client's breach of this term and further agrees that as such Karpel Solutions shall be entitled to the cost
of the license, installation and training costs associated for each violation, including Karpel Solutions'
reasonable attorneys'fees and costs.
3. License does not transfer any rights to software source codes, unless Karpel Solutions ceases to do
business without transferring its duties under this agreement to another qualified software business.
Karpel Solutions will, at client's expense, enter into escrow agreement for the storage of the source
codes.
4. DbK and its documentation are protected by copyright and trade secret laws. Client may not use,
copy, modify, or transfer the software or its documentation, in whole or in part, except as expressly
provided for herein. Karpel Solutions retains all rights in any copy, derivative or modification to the
software or its documentation no matter by whom made. DbK is licensed for a single installation of one
full time employee.A separate license is required for each installation of DbK. Client shall not provide or
disclose or otherwise make available DbK or any portion thereof in any form to any third party. Client
agrees that unauthorized copying and distribution will cause great damage to Karpel Solutions and this
damage is far greater than the value of the copies involved.
5. DbK was developed exclusively at private expense and is Karpel Solutions' trade secret. For all
purposes of the Freedom of Information Act or any other similar statutory right of"open" or public
records the Software shall be considered exempt from disclosure. DbK is "commercial computer
software" subject to limited utilization "Restricted Rights." DbK, including all copies, is and shall remain
proprietary to Karpel Solutions or its licensors.
6. Public Agency Participation: Other public agencies may utilize the terms and conditions established
by this Contract. "Public agency", for purposes of this paragraph, is defined to include any city, county,
district, public authority, public agency, municipality, and other political subdivision. Mason County is
not an agent, partner, or representative of such public agency, and is not obligated or liable for any
action or debts that may arise out of such independently negotiated procurements.These so called
"piggy-back" awards shall be made independently by each public agency, and that agency shall accept
sole responsibility for placing orders with Vendor. Mason County does not accept any responsibility or
involvement in the purchase orders or Contracts issued by other public agencies.Any such contract by
another public agency must be in accordance with the statutes, codes, ordinances, charter and/or
procurement rules and regulations of such public agency.
Initials Page 10 of 18
M:::EL
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
IN WITNESS WHEREOF, the parties have caused this Agreement subject to the Master Terms and
Conditions set forth below to be executed on the date first above written.This proposal is offered as an
all-inclusive turnkey solution and, unless noted otherwise, pricing is based on acceptance of both
services and licenses. Any changes to this solution may result in additional costs. If not accepted within
thirty(30) days, Karpel Solutions reserves the right to withdraw this proposal. Should any adjustments
to this proposal become necessary; Karpel Solutions will draft and present a "Change Order" to Client
for its review and approval. This offer is entire agreement between the parties, and no oral agreements
or other written documents, exclusive of the attached exhibits are part of the agreement. Any
modifications of this agreement must be in writing, and prior to acceptance of this offer, Karpel
Solutions reserves the right to make modifications to this offer.The signatories warrant they have the
authority to bind their respective party.
Mason County Karpel Solutions
Sign ture Signature
9, c��t1 Y�1r1 _ t'AA VV-
Printe ame Printed Name
Title Title
�-�3-z�2� � 4 ►Z e � � �
Date Date
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RPEL
SOLUTIONS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
Mailing Contact:
Mailing Address:
Billing Contact:
Billing Address:
Tax Exempt? No ❑ Yes ❑ If yes, please attach copy of tax exempt certificate
Agency Project Manager Contact:
Phone Number:
Email Address:
Project IT Contact:
Phone Number:
Email Address:
Initials Page 12 of 18
a:RPEL
SOLU TIONSNS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
8. MASTER TERMS AND CONDITIONS
KARPEL COMPUTER SYSTEMS, INC. (dba "Karpel Solutions"),
MASTER TERMS AND CONDITIONS
GENERAL TERMS
1. ACCEPTANCE TERM. The proposal attached to these Master Terms and Conditions is tendered for
acceptance in its entirety within thirty (30) days from the date of the proposal, after which it is to be
considered null and void.
2. PAYMENT TERMS. A statement for services rendered will be submitted by Karpel Solutions at the
completion of the service. The invoice is payable upon receipt. Terms are Net thirty (30) days.
Interest shall be applied at the rate of one and one half percent (1.5%) per month on any amounts
not received by Karpel Solutions within the due date. Karpel Solutions reserves the right to
discontinue performing services for client in the event of nonpayment of services by client, and client
agrees to reimburse Karpel Solutions for reasonable collection expenses on delinquent accounts,
including attorney's fees and costs.
3. ASSIGNMENT. This Agreement will inure to the benefit of and be binding upon Karpel Solutions and
Client and Karpel Solutions' respective successors and assigns. Notwithstanding the foregoing, Client
may not assign or otherwise transfer this Agreement or Client's rights and obligations under this
Agreement without the prior written consent of Karpel Solutions, and any purported assignment or
other transfer without such consent will be void and of no force or effect. Karpel Solutions may
assign and/or transfer this Agreement or Karpel Solutions' rights and obligations under this
Agreement at any time
4. MODIFICATION AND WAIVER. Any modifications of this Agreement must be in writing and signed by
both parties. Neither party will be deemed to have waived any of its rights under the Agreement by
any statement or representation other than (i) by an Authorized Representative and (ii) in an explicit
written waiver. No waiver of a breach of this agreement will constitute a waiver of any prior or
subsequent breach of this Agreement.
5. FORCE MAJEURE. Neither party shall be deemed in default of this Agreement to the extent that
performance of its obligations or attempts to cure any breach thereof are delay or prevented by
reason of any act of God,government,fire, natural disaster, accident, terrorism, network or
telecommunication system failure, sabotage or any other cause beyond the control of such party
("Force Majeure"), provided that such party promptly gives the other party written notice of such
Force Majeure.
6. INDEPENDENT CONTRACTORS.The parties will be deemed to have the status of independent
contractors, and nothing in this Agreement will be deemed to place the parties in the relationship of
employer-employee, principal-agent, or partners or joint ventures. Neither party has the authority
to bind, commit or make any representations, claims or warranties on behalf of the other party
without obtaining the other party's prior written approval.
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
7. SOFTWARE ANOMALIES. New commercial software releases or upgrades, or any hardware and/or
software owned by or licensed to Client, used in connection with Karpel Solutions services may have
anomalies, performance or integration issues unknown to Karpel Solutions which can impact the
timely, successful implementation of information systems. Karpel Solutions will inform the client
promptly if this occurs and will attempt to analyze, correct and/or work around the anomalies or
performance issues on a "best effort" basis. Karpel Solutions is not responsible for any delay or
inability to complete its services if such anomalies or performance issues occur. Client is responsible
for payment for all of Karpel Solutions' services at the rate stated in the proposal whether or not a
successful solution is achieved.
8. SOFTWARE AUDIT. Client agrees to allow Karpel Solutions the right to audit Client's use of DbK and
licenses of DbK at any time. Client will cooperate with the audit, including providing access to any
books, computers, records or other information that relate to the use of DbK.Such audit will not
unreasonably interfere with Client's activities. In the event that an audit reveals unauthorized use,
reproduction, distribution, or other exploitation of DbK, Client will reimburse Karpel Solutions for
the reasonable cost of the audit, in addition to such other rights and remedies that Karpel Solutions
may have. Karpel Solutions will not conduct an audit more than once per year.
9. CLIENT ENVIRONMENT. Client is responsible for the application, operation and management of its
information technology environment, including but not limited to: (a) purchasing, licensing and
maintaining hardware and software; (b) following appropriate operating procedures; (c) following
appropriate protective measures to safeguard the software and data from unauthorized duplication,
modification, destruction or disclosure; (d) following adequate backup contingency plans; and (e)
employing qualified personnel to obtain the desired results. Karpel is not responsible for the loss of
data in DbK or security breaches that result in the unauthorized dissemination of data contained in
DbK that is the result of Client not following appropriate operating procedures,security and protective
measures and/or following adequate backup contingency plans.
10. MATERIALS. Client will pay Karpel Solutions for materials purchased for the client's use. Materials
may include computer hardware, software, hosting, facility leases, other services,
telecommunications charges, freight, shipping, mailing, document reproduction and any other such
costs incurred in performance of services for client. Upon mutual agreement, client will reimburse
Karpel Solutions for all out-of-town travel expenses, such as automobile/airline travel, hotel, meals,
and cab fare. Billing for services rendered on-site on an as needed basis will include portal-to-portal
time.
11. TERMINATION. Client may terminate the Annual Support portion of this Agreement thirty (30)
business days after it is has provided Karpel Solutions with written notice that it believes that Karpel
Solutions has failed to perform under, or materially breaches, the Annual Support portion of this
Agreement and of the Client's intent to terminate the Annual Support portion of this Agreement. Such
written notice is to be sent Certified US Mail to Karpel Solutions at 9717 Landmark Parkway Dr.,Suite
200, St. Louis, MO 63127. Thereafter, Karpel Solutions will have thirty (30) business days from the
receipt of such notice to correct the stated problem. If at the end of such thirty (30) business day
period, Karpel Solutions has not corrected the stated problem, then client may terminate the Annual
Support portion of this Agreement. Karpel Solutions may terminate the Annual Support portion of
this Agreement on thirty(30) days written notice.
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9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
12. COPYRIGHT. Karpel Solutions reserves the right to seek damages if Client is responsible for a
subsequent violation of Karpel Solutions' copyright, and Client assumes responsibility for the acts
and omissions of its agents acting in the course of their duties or otherwise with respect to the
protection of Karpel Solutions' copyright.
LIMITED WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION
1. LIMITED WARRANTY. Karpel Solutions warrants it will perform all services in a professional manner
by qualified personnel. Karpel Solutions warrants it has the requisite power and authority to enter
into and perform its obligations under this Agreement. Karpel Solutions warrants that the
performance by Karpel Solutions of any services described in the Agreement shall be in compliance
with all applicable laws, rules and regulations. No representations or warranties as to the use,
functionality or operation of DbK are made by Karpel Solutions other than as expressly stated in this
Agreement.
2. INTERNET AND NETWORK. Karpel Solutions makes DbK available to Client through the Internet
and/or Client's own network and systems,to the extent commercially reasonable, and subject to
outages, communication and data flow failures, interruptions and delays inherent in the Internet
and network communications on the Client's own network and systems. Client recognizes that
problems with the Internet, including equipment, software and network failures, impairments or
congestion, or the configuration of Client's own computer systems and network, may prevent,
interrupt or delay Client's access to DbK. Karpel Solutions is not liable for any delays, interruptions,
suspensions or unavailability of DbK attributable to problems with the Internet or the configuration
of Client's computer systems or network.
3. PASSWORD PROTECTION.Access to DbK is password-protected. Karpel Solutions provides multiple
authentication alternatives for access to DbK. KARPEL SOLUTIONS STRONGLY ENCOURAGES THE USE
OF STRONG PASSWORD AUTHENTICATION. Karpel Solutions is not responsible for Client's use of the
DbK. Only the number of users set forth above may access the Service and Website. Client must
inform their users that they are subject to, and must comply with, all of the terms of this
Agreement. Client is fully responsible for the activities of Client's employees and authorized agents
who access to DbK. Karpel Solutions is not liable for any unauthorized access to DbK and data or
information contained therein, including without limitation access caused by failure to protect the
login and password information of users.
4. SYSTEM REQUIREMENTS. Karpel Solutions provides DbK based upon the system requirements as
specified by Karpel Solutions for Client. Karpel Solutions has no liability for any failure of DbK based
upon Client's failure to comply with the system requirements of Karpel Solutions.
5. THIRD PARTY SOFTWARE. Karpel Solutions makes no express or implied warranties as to the quality
of third party software or as to Karpel Solutions'ability to support such software on an on-going basis.
6. LIMITED ENGAGEMENT. Due to the limited nature of Karpel Solutions' engagement by client, Karpel
Solutions makes no express or implied warranties as to the quality of, or the ability of software
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<ZIONS1�PEL
SOLUT
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
developed by Karpel Solutions to operate with, any hardware, network, software, systems and/or
external data flows already in place at client's facilities or as may be added by the client.
7. DISCLAIMER.THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE MADE IN LIEU OF ALL OTHER
WARRANTIES, EITHER EXPRESS AND IMPLIED,WHICH ARE HEREBY DISCLAIMED, INCLUDING
WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF NONINFRINGEMENT,TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF
A USE IN TRADE OR COURSE OF DEALING OR PERFORMANCE. KARPEL SOLUTIONS DOES NOT
WARRANT(i)THAT ACCESS TO OR USE OF ALL OR ANY PART OF DBK WILL BE CONTINUOUS, ERROR-
FREE OR UNINTERRUPTED, (ii)THAT THE RESULTS ARISING OUT OF CLIENT'S USE OF DBK WILL BE
ACCURATE, COMPLETE OR ERROR-FREE, OR (iii)THAT THE SERVICE,SOFTWARE, DOCUMENTATION
OR WEBSITE WILL MEET CLIENT'S NEEDS.
KARPEL SOLUTIONS EMPLOYEES
Karpel Solutions has spent substantial sums of money and invested large amounts of time in recruiting,
supervising and training Karpel Solutions employees. Client further agrees that it has a unique opportunity
to evaluate Karpel Solutions employees' performance, and has the potential to hire Karpel Solutions
employees, and further agrees that such hiring away would substantially disrupt the essence of Karpel
Solutions' business and ability to provide its services for others,and as such Karpel Solutions cannot agree
to such a hiring. The Client acknowledges that Karpel Solutions employees work for Karpel Solutions under
a non-competition agreement; therefore, Client agrees it shall not solicit for employment or contract as
an independent contractor, or otherwise hire or engage a Karpel Solutions employee during the term of
this Agreement or for a period of 2 years after the completion/termination of the project, whichever is
longer.
CONFIDENTIALITY
1. CONFIDENTIALITY. Neither party shall disclose or use any confidential or proprietary information of
the other party. The foregoing obligations shall not apply to information which: (i) is or becomes
known publicly through no fault of the receiving party; (ii) is learned by the receiving party from a
third party entitled to disclose it; or(iii) is already known to the receiving party.
2. PERSONALLY IDENTIFIABLE INFORMATION.The parties recognize that certain data Client or Karpel
Solutions may use in conjunction with the DbK may be confidential personally identifiable
information of third parties. Karpel Solutions shall use all best efforts to protect the confidentiality
of personally identifiable information of third parties. Karpel Solutions shall have no liability for
disclosure of personally identifiable information caused by Client's own negligence or misconduct.
3. DISCLOSURE REQUIRED BY LAW. In the event that any confidential or proprietary information is
required to be disclosed pursuant to any law, code, regulation or court order from a court of
competent jurisdiction, the receiving party shall give the disclosing party immediate written notice
of such requirement and shall use its best efforts to seek or to cooperate with the disclosing party in
seeking a protective order with respect to the confidential information requested.
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RPEL
a:SOLU TIONSNS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
4. SIMILAR PROGRAMS AND MATERIALS. Provided Karpel Solutions does not violate the provisions of
this section regarding confidentiality, the Agreement shall not preclude Karpel Solutions from
developing for itself, or for others, programs or materials which are similar to those produced as a
result of services provided to Client.
5. INJUNCTIVE RELIEF. Any breach of the confidentiality provisions of this Section will cause irreparable
harm to the other party. The parties agree that the non-breaching party may enforce the provisions
of this Section by seeking an injunction,specific performance,criminal prosecution or other equitable
relief without prejudice to any other rights and remedies the non-breaching party may have.
MARKETING
1. Client agrees that Karpel Solutions may identify Client as a customer of Karpel Solutions in Karpel
Solutions' written promotional and marketing materials, as well as in any oral or visual presentations
regarding the business of Karpel Solutions.
2. Provided Karpel Solutions does not violate the provisions of the foregoing section regarding
confidentiality, Karpel Solutions shall have the right to demonstrate for other prospective clients any
application developed by Karpel Solutions under this Agreement and shall have the right to include
information about any such application in marketing materials and presentations.
MISCELLANEOUS
1. ELECTRONIC DOCUMENTS.To the extent possible, and under the terms required by Client,Client and
Karpel Solutions may communicate by electronic means, including but not limited to facsimile.
documents. Both parties agree that: a signature or an identification code ("USERID") contained in an
electronic document is legally sufficient to verify the sender's identity and the document's
authenticity; an electronic document that contains a signature or USERID is a signed writing; and that
an electronic document, or any computer printout of it, is an original when maintained in the normal
course of business.
2. SEVERABILITY. If any portion of this Agreement is held to be void, invalid or otherwise unenforceable,
in whole or in part, then the remaining portions of the Agreement shall remain in effect.This is the
complete and exclusive statement of the Agreement between the parties which supersedes all
proposals, oral or written, relating to the subject matter of this Agreement.
3. ENTIRE AGREEMENT. This Agreement constitutes the sole agreement between client and Karpel
Solutions with respect to the subject matter hereof. It may not be modified or assigned except by
written agreement of Client and Karpel Solutions.
4. NOTICES. Any notices provided under this Agreement will be in writing in the English language and
will be deemed to have been properly given if delivered personally or if sent by(i)a recognized
overnight courier, (ii) certified or registered mail, postage prepaid, return receipt requested, or(iii)
facsimile, if confirmed by mail. Karpel Solutions' address for such notices is set forth below. Client's
address for such notices will be the address on file with Karpel Solutions as provided by Client. Such
address or contact information may be revised from time to time by provision of notice as described
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zSORPEL
LUTIONS
9717 Landmark Parkway I St.Louis,MO 63127 1 (314)892-6300
in this Section.All notices sent by mail will be deemed received on the tenth (10th) business day
after deposit in the mail.All notices sent by overnight courier will be deemed given on the next
business day after deposit with the overnight courier.All notices sent by facsimile will be deemed
given on the next business day after successful transmission.
Karpel Solutions
9717 Landmark Parkway Dr., Suite 200
St. Louis, MO 62127
(314) 892-6300
mziemianski@karpel.com
5. GOVERNING LAW.The parties agree that Washington law applies to all matters of interpretation of
this agreement.The parties further agree that the prevailing party shall be entitled to a judgment
for its reasonable attorneys' fees and costs.
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