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HomeMy WebLinkAboutCAG2022-171 - Original - Info-Tech Research Group, Inc. - Three Year Industry Membership & Workshop Access - 05/09/2022LS/JE MC Daniel Blincoe IT 04/28/2022 05/05/2022 04/05/2022 52001740.64260 & 64340.1800 N/A Info-Tech Research Group Contract 2159862 Original Industry Membership and Workshop Access $ 125,792.27 Direct Negotiation 4/28/22 OK to sign, 4/28/2022, TW. Mayor, please sign only the contract itself, not the proposal document included within Exhibit A. CAG2022-171 5/33/22 DATE: April 5, 2022 TO: Kent City Council SUBJECT: Contract with Info-Tech Research Group Authorize MOTION: I move to authorize the Mayor to sign a contract with Info-Tech Research Group, Inc. for an initial 3-year term and options to renew for three additional 1-year terms at a total contract cost not to exceed $265,000.00, subject to final contract terms acceptable to the IT Director and the City Attorney. SUMMARY: Info-Tech Research Group is a leading information technology research and advisory group. Membership to Info-Tech Research Group gives us access to unbiased and highly relevant research which will assist IT leaders in making strategic, timely, and well-informed decisions. Info-Tech Research Group partners closely with IT teams to provide actionable tools to analyze guidance and ensure measurable results for our organization. BUDGET IMPACT: SUPPORTS STRATEGIC PLAN GOAL: Innovative Government - Delivering outstanding customer service, developing leaders, and fostering innovation. Sustainable Services - Providing quality services through responsible financial management, economic growth, and partnerships. ATTACHMENTS: 1. 2022-2025_InfoTech-3-yr Renewal_OPSC Bundle (PDF) 03/15/22 Operations and Public Safety Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS] Next: 4/5/2022 7:00 PM MOVER: Toni Troutner, Councilmember SECONDER: Satwinder Kaur, Councilmember AYES: Boyce, Fincher, Kaur, Larimer, Michaud, Troutner DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 KENT AGREEMENT FOR SOFTWARE AS A SERVICE Between the City of Kent and Info -Tech Research Group Inc. This Software as a Service (Sass) Agreement (Agreement) is between the CITY OF KENT (City or Customer), a Washington Municipal Corporation located at 220 Fourth Avenue South, Kent, WA 98032 and Info -Tech Research Group Inc. (Vendor), organized under the laws of the State of Delaware with its principal place of business at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, NV 89169, effective on the last date signed below. This Agreement is to obtain access to Vendor's products and services, on an as -needed basis, all of which will continue to be supported and maintained by Vendor under the terms of this Agreement. 1. Description of Work and Services Provided by Vendor. 1.1 Products and Services Provided. Vendor shall provide the City with those Vendor products, software licenses, and maintenance services that the City determines are necessary for City operations. Upon the City's request, Vendor will provide the City with a proposal that describes the software, support, and/or maintenance services desired by the City, along with their total cost inclusive of Washington State sales tax. In providing its pricing proposal, Vendor agrees it will provide the City with the most advantageous pricing available under any contract Vendor has entered into, whether that pricing is provided for under any GSA contract with the federal government, any cooperative purchasing contract entered into with another public agency, or any other contract Vendor has entered into for the same products and services provided to the City under this Agreement. If the City accepts the pricing provided for in Vendor's proposal, Vendor shall provide those products and services under the terms provided for in this Agreement. Upon acceptance of the proposal by the City, such proposal shall form an addendum to this Agreement and shall be subject to its terms and conditions. However, the proposal shall provide only for the stated product(s) and services and their associated cost; no additional purchase terms or contract provisions included on any Vendor proposal shall be given effect or shall otherwise alter the provisions of this Agreement or apply to the City's purchase. 1.2 Grant of License to Access and Use Products and Services. For the term of this Agreement including any renewals, Vendor hereby grants to City, including to all its Authorized Users, a revocable, non-exclusive, non-sublicensable, non -assignable, royalty -free, and worldwide license to access and use the products and services Vendor makes available to the City through this Agreement, which may include products and services accessible for use by the City on a subscription basis, Vendor professional services, content from any professional services, or other required equipment components or other required hardware (the "Services") for City's non- commercial government operations. The Services shall include those products and services specified within Exhibit A, as well as any additional or future products and services that are added during the term of this Agreement under the process provided for in Section 1.1 of the Agreement. The City shall refrain from taking any steps such as reverse assembly or reverse compilation, to derive a source code equivalent to the Services as further described in Section 9.3. 1.3 Privacy Policy. In providing the Services under this Agreement, the City agrees to Vendor's privacy policy attached and incorporated as Exhibit E. 2. Term. The initial term of this Agreement shall be three (3) year(s), commencing on May 9, 2022, and expiring on May 8, 2025 (Initial Term), with the option for the City to renew annually thereafter for up to three (3) additional one (1) year terms (each a Renewal Term), at the then - current GSA list price, for a maximum contract term through May 1, 2028. This Agreement shall AGREEMENT FOR SOFTWARE AS A SERVICE Page 1 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 automatically renew for a Renewal Term unless City gives written notice of cancellation at least 30 days prior to the expiration of the Initial Term or any Renewal Term. Any reference in this Agreement to "days" shall mean "calendar days" unless a different meaning is expressly stated. 3. Subscription Fees/Taxes. 3.1 Subscription Fees. Subscription fees and payment terms for the Services ordered at the time this Agreement was originally signed are as set forth in the attached and incorporated Exhibit A and, for any additional Services provided by Vendor on an as -needed basis as set forth in Section 1.1 of the Agreement, the City agrees to pay any invoice issued by the Vendor that is consistent with a previously approved Vendor proposal, and upon the City's receipt and acceptance of such items as conforming to the terms of this Agreement. For any software license or maintenance fees due for those Services, the Vendor shall invoice the City for those fees at least 30 days before the commencement of the term applicable to those license and maintenance fees. 3.2 Undisputed Fees. Undisputed invoices shall be due and payable within 30 days following the City's receipt of an accurate invoice and acceptance of the product as conforming, whichever event occurs last. City shall notify Vendor in writing of any disputed amount within 15 business days of receipt of the applicable invoice. Portions of invoices that are subject to a good faith billing dispute shall not be considered delinquent for purposes of this Agreement. Disputed billings are subject to Section 16.2, Dispute Resolution. 3.3. Taxes. All contract amounts shall be inclusive of sales or other applicable taxes, and invoices shall include all tax obligations stated separately from the contract amounts. City shall pay all applicable sales, use, value added or similar taxes to Vendor and Vendor shall remit all such taxes, if imposed by local and/or state authorities on all software, and other taxable goods and services procured by the City under this Agreement. 3.4 Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. 4. Reserved. S. Representation and Warranties. 5.1 Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) such Party has the required power and authority to enter into this Agreement and to perform its obligations hereunder, and shall have obtained and continue to maintain all licenses, permits, and certifications required for such Party in connection with the performance of this Agreement; (b) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a legal, valid, and binding obligation when signed by both Parties. 5.2 Vendor Warranties and Representations. Vendor represents and warrants that the Services will be performed in a professional and workmanlike manner, consistent with applicable industry standards and the corresponding specifications set forth in the applicable Statement of Work and Service Level commitments. a. Deliverables. Vendor represents and warrants that each deliverable shall meet AGREEMENT FOR SOFTWARE AS A SERVICE Page 2 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 and confirm to its applicable specifications as provided herein following its acceptable and during the Term. Vendor also represents and warrants that the Services, in whole and in part, shall operate in accordance with the applicable configuration documentation, and this Agreement b.. Services. Vendor represents and warrants that (a) it shall perform the Services required pursuant to this Agreement in a professional manner, with high quality, and (b) it shall give due priority to the performance of the Services. C. Title Warranty and Warranty against Infringement. Vendor hereby warrants and represents that Vendor is the owner of the Services licensed hereunder, or otherwise has the right to grant to the City, the licensed rights to Vendor's Services through this Agreement without violating any rights of any third -party worldwide. Vendor represents and warrants that (i) Vendor is not aware of any claim, investigation, litigation, action, suit or administrative or judicial proceeding pending or threatened based on claims that Vendor's software infringes or misappropriates any patents, copyrights, trade secrets or other intellectual property rights of any third -party; and (ii) Vendor's Services does not knowingly infringe upon or misappropriate any patents, copyrights, trade secrets or any other intellectual property rights of any third -party. d. Maintenance Services Warranty. Vendor warrants that, in performing the Services under the Agreement, Vendor shall substantially and materially comply with the descriptions and representations as to the Services, including performance capabilities, accuracy, completeness, characteristics, Statement of Work, configurations, standards, function, and requirements, which appear in this Agreement. e. Warranty of Compliance with Applicable Law. Vendor warrants the Services shall comply with all applicable federal, state and local laws, regulations, codes and ordinances to which it is subject. Vendor warrants that, throughout the Term of this Agreement, including any renewals, the Services shall comply with changes to and new applicable federal, state, and local laws, regulations, codes, and ordinances to which it is subject. Vendor represents and warrants that it shall comply with all applicable local, state, and federal licensing, accreditation, and registration requirements and standards necessary in the performance of the Services. f. Warranty of Services. General Responsibilities. Vendor warrants the Services for the term of this Agreement. Vendor shall provide Warranty Services as described in this Agreement at no additional cost to correct deficiencies in the Services and to repair and maintain the Services in accordance with the specifications, subject to the Service Level Agreement. Vendor's warranty service responsibilities shall include, but not be limited to the following: Promptly and diligently perform and reperform the Services which is not in compliance with documentation/specifications, representations, and warranties at no additional cost to the City; Maintain the Services in accordance with the specifications and terms of this Agreement and meet all availability and system performance service levels as specified in this Agreement. In the event the Service requires failover activities, then Vendor shall be responsible for continuance of the Services and the City shall not be subject to additional costs unless otherwise specified in this Agreement. iii. Promptly coordinate with the City all tasks related to correcting problems and deficiencies connected with the Services. iv. Not disable any City software, including Vendor's software, without notice to and agreement by the City. AGREEMENT FOR SOFTWARE AS A SERVICE Page 3 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 V. If Vendor and/or City reasonably determines that Vendor is unable to remedy such deficiencies, Vendor or City may terminate the Agreement and Vendor shall issue a prorated refund to City of the fees previously paid by City to Vendor for any unused term of this agreement and fees from the date of termination. 6. City Data/Vendor Obligations. 6.1 Ownership and Use. City owns all of the information and materials that it submits, uploads or transfers, or causes to be submitted, uploaded, or transferred utilizing Vendor's Services (City's Data). 6.2 Data Protection. Vendor shall maintain and handle all of City's Data with commercially reasonable physical, electronic, and procedural safeguards to protect and preserve the confidentiality and security of City's Data (including personal information) in accordance with applicable data protection legislative requirements and as further described in Vendor's policies which should reflect the highest industry standards for privacy and security, which applicable policies are incorporated herein by reference. 6.3 Data Restrictions. Vendor shall restrict access to City Data to Vendor employees, affiliates' employees, or others who need to know that information to provide services to City. Vendor will use City Data for the purposes described in this Agreement. Vendor will not sell, license, transmit or disclose this information outside of Vendor's business unless: (1) City expressly authorizes Vendor to do so; (2) it is necessary to allow Vendor's Licensors to perform services under this Agreement); (3) in order to provide Vendor's products or services to City; (4) otherwise as Vendor is required by law after written notice to City of such requirement. Notwithstanding the foregoing, Vendor is responsible for any disclosures of City Data by Vendor's Licensors made contrary to the terms of this Agreement. 6.4 Data Backup. Vendor shall protect City's data by having a backup system that includes running the Vendor's Services on geographically dispersed data centers with extensive backup, data archive, and failover capabilities. Disaster recovery plan shall include data backup procedures that create multiple backup copies of City's data, in near real time. 7. Intellectual Property Ownership. Vendor (and its Licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service, the content, the software, and in its technology. This Agreement, does not convey to City any rights of ownership in or to the Vendor's Services, technology, software, or the intellectual property rights owned by Vendor and its Licensors, where applicable. 8. Non -Disclosure of Confidential Information. The Parties' obligations regarding non- disclosure of Confidential Information is contained in the attached and incorporated Exhibit B. All Confidential Information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of Confidential Information to the other party does not grant to it any express or implied right to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. 9. City Obligations. 9.1 Hardware Obligations. Except for any equipment or hardware provided by Vendor under this Agreement, the provision and maintenance of which is part of Vendor's required performance under this Agreement, the City shall be responsible for obtaining and maintaining all other computer equipment, hardware, software, and communications equipment needed to internally access and utilize the Services. AGREEMENT FOR SOFTWARE AS A SERVICE Page 4 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 9.2 Anti -Virus Obligations. The City will use commercially reasonable efforts to safeguard against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses") that may reasonably affect the performance of Vendor's software. 9.3 Restricted Uses. The City will not: a. knowingly upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services, b. modify, disassemble, decompile or reverse engineer the Services or pre-release equipment or hardware devices or software disclosed, C. copy, reproduce, resell or commercially exploit the Services, d. reverse engineer, decompile or disassemble any software code and/or pre- release equipment or hardware devices disclosed. 10. Indemnification Obligations. 10.1 City Indemnification Obligations. Subject to Section 10.3 below, City shall defend, indemnify, and hold Vendor and its parent organizations, subsidiaries, Affiliates, officers, directors and employees harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) a third -party claim alleging that the use of City Data infringes the rights of, or has caused harm to, a third -party; (ii) a third -party claim alleging a breach of any of City's representations and warranties; or (iii) a third -party claim alleging City's use of Confidential Information or intellectual property rights of Vendor or its Licensors is in violation of this Agreement; (iv) third -party claim of injury or death to person or damage to property arising from City's negligence. 10.2. Vendor Indemnification Obligations. Subject to Section 10.3 below, Vendor shall defend, indemnify, and hold City and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with: (i) any breach by Vendor (or any of Vendor's employees, agents, subcontractors, or by anyone else for whose acts any of them may be liable) of any of the promises, agreements, representations, warranties, or insurance requirements contained in this Agreement; (i) a third -party claim alleging that the Vendor' Services, content, software, or technology infringes or misappropriates the rights of, or has caused harm to, a third -party; (ii) a third -party claim alleging a breach of any Vendor representations and warranties in this Agreement; (iii) a third -party claim alleging Vendor's use of City Data is in violation of this Agreement; or (iv) a third -party claim alleging a breach of Vendor's confidentiality or data security obligations, that infringes the rights of, or has caused harm to, a third -party, (v) third -party claim of injury or death to person or damage to property arising from Vendor's negligence. 10.3 As an express condition of the foregoing indemnification obligations, the parties hereby agree that: a. the indemnified party shall promptly notify the indemnifying party in writing for any claim for which indemnification is sought; b. the indemnified party shall cooperate with all reasonable requests of the indemnifying party (at the indemnifying party's expense) in defending or settling such claim. the indemnifying party shall be allowed to control the defense and settlement of such claim; AGREEMENT FOR SOFTWARE AS A SERVICE Page 5 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 d. the indemnifying party may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the indemnified party unless the indemnified party provides prior written consent, e. the indemnified party shall have the right, at its option and expense, to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; f. each indemnified party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. 11. Limitation of Liability 11.1. EXCEPT FOR CLAIMS ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY AND SECURITY OBLIGATIONS, REPRESENTATIONS AND WARRANTIES, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY'S STATED INSURANCE LIABILITY CAP. 11.2. NEITHER PARTY WILL BE LIABLE FOR BREACH -OF -CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. 11.3. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. 12. Insurance. Vendor shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit C, "Insurance Requirements." Vendor shall promptly provide City with certificates of insurance to evidence Vendor's continued compliance with Exhibit C. 13. Termination of Agreement. 13.1 Termination for Convenience. Either party may terminate this Agreement without cause. In the event of such desire, the City may terminate upon giving the Vendor 60 days advance written notice of termination, and the Vendor upon giving the City 180 days advance written notice of termination. 13.2 Termination by City for Cause. In addition to any other rights granted to City in this Agreement or under law, City has the right to terminate this Agreement upon written notice due to: a. a material breach of a term, representation, or warranty under this Agreement (including a material breach under any incorporated attachment, addendum and/or exhibit to this Agreement) by Vendor of any of its subcontractors or licensors of services if such material breach is not remedied within 30 days following receipt of written notice from City; or b. a third-party's claim that Vendor's Services, content, data, infrastructure, professional services, technology, software, or any other services and products provided to the City by Vendor or its subcontractors or Licensors or other third -parties and the intellectual property rights associated therewith, infringes upon such third-party's intellectual property rights. C. City Council fails to appropriate funds for payment of Vendor's products or services under this Agreement. AGREEMENT FOR SOFTWARE AS A SERVICE Page 6 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 d. Vendor files for protection under bankruptcy laws, makes an assignment for the benefit of creditors, appoints or suffers appointment of a receiver or trustee over its property, files a petition under any bankruptcy or insolvency act or has any such petition filed against it which is not discharged within 60 days of the filing thereof.. 13.3 Termination By Vendor for Cause. In addition to any other rights granted to Vendor in this Agreement or under law, Vendor reserves the right, upon written notice to City, to terminate this Agreement due to: a. any undisputed amounts City owes that are delinquent greater than 90 days; or b. a material breach of the terms of this Agreement, other than a payment obligation, by City or its users if such breach is not remedied within 30 days following receipt of written notice of such breach from Vendor to City; or C. a third-party's claim that City's Data, and/or intellectual property infringes upon such third-party's rights. 13.4 No Suspension of Services. Provided City continues to timely make all undisputed payments, Vendor warrants that during the term of this Agreement, Vendor will not withhold Services provided herein, for any reason, including but not limited to a dispute between the parties arising under this Agreement, except as may be specifically authorized herein. 13.5 Effect of Termination. a. If City terminates for cause or Vendor terminates without cause, City will only be obligated to pay the amounts then due for services provided meeting Vendor's contractual commitments as calculated up to the date of termination and, if applicable, City will be reimbursed a prorated amount of unused, prepaid fees. b. If Vendor terminates for cause that City does not dispute or if City terminates without cause and a balance is still due on City's account, then City agrees that Vendor may bill City for such unpaid fees due up to the date of termination. C. In the event this Agreement terminates for any reason, Vendor shall provide the City a file of City's Data in a format acceptable (and at no cost) to City within 30 days of the effective date of termination. City shall have 60 days following termination to notify Vendor if litigation, laws, regulations, or other lawful process requires Vendor retain City's data beyond the termination of this Agreement. City will thereafter promptly notify Vendor when such litigation, laws, regulations, or other lawful process no longer requires Vendor maintain the City's data. Vendor may dispose of City's data at Vendor's expense as permitted by law 61 days after termination, if City provides no notice otherwise; or after City notifies Vendor there are no laws, regulations, litigation, etc. requiring further retention. Retained data is subject to the confidentiality provisions of the Agreement. 14. Remedies. Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately, which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity, City shall have the right to recover from Vendor all damages reasonably caused by default of any representation or warranty. This paragraph shall not limit City's right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. AGREEMENT FOR SOFTWARE AS A SERVICE Page 7 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 15. Non -Discrimination. In the hiring of employees for the performance of this Agreement or any subcontract, the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Vendor shall execute the City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the Compliance Statement, all attached and incorporated as Exhibit D. 16. General Provisions 16.1 Governing Law and Venue. The Agreement will be governed by the laws of Washington and its choice of law rules. Vendor irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County, Washington, with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 16.2. Dispute Resolution. The City and Vendor desire, if possible, to resolve disputes, controversies and claims (Disputes) arising out of this Agreement without litigation. To that end, upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable, responsible management representative to meet and negotiate in good faith to resolve any Dispute arising under this Agreement. If the parties are unable to settle any Dispute, the exclusive means of resolving that Dispute shall only be by filing suit as provided for under Section 16.1, unless the parties agree in writing to an alternative dispute resolution process. 16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provision will continue in full force without being impaired or invalidated in any way. The City and Vendor agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 16.4. Nonwaiver. Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of the Agreement. 16.5 No Assignment. Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements rights and obligations of its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement, neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 16.6 Notices. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. Either party may change its address by giving written notice of such change to the other party. 16.7 Legal Fees. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit either party's right to indemnification under Section 10 of this Agreement. AGREEMENT FOR SOFTWARE AS A SERVICE Page 8 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 16.8. Force Majeure. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. 16.9 Independent Contractor. City and Vendor intend that an independent Contractor relationship be created with this Agreement. Vendor shall not be considered an agent or employee of City for any purpose and the employees of Vendor are not entitled to any of the benefits that City provides for its employees. Nor shall this Agreement be evidence of a joint venture between Vendor and City. 16.10 Problem Notification. Each party will promptly notify the other in writing of any events or circumstances that will affect the performance of its obligations under this Agreement including the delivery of any deliverable or delay in completion of any of its obligations. Vendor shall notify City in writing of all material defects in the Services, whether discovered by other parties or by Vendor, within five (5) business days of their discovery and fix or replace the affected hardware or software within a commercially reasonable time. A defect is considered material if it has the potential to delay or inhibit the primary functionality of the Services or if said defect has the potential to corrupt City data. 16.11 Entire Agreement/Modification. This Agreement, together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein. This Agreement may be amended, modified, or added to only by written instrument properly signed by both parties hereto. AGREEMENT FOR SOFTWARE AS A SERVICE Page 9 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 16.12 Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. 16.13 City Business License Required. Prior to commencing performance under this Agreement, Vendor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 16.14 Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY: Info -Tech R aw sbnfigoup Inc. CITY OF KENT By : 7 By :_W 1. . Ryan Huggett Print Name: Print Name: Dana Ralph Its General Counsel Its Mayor DATE: 28 April 2022 DATE: 05/02/2022 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: General Counsel City of Kent Info -Tech Research Group Inc. James Endicott 345 Ridout St. N. 220 Fourth Avenue South London, ON CA N6A 2N8 Kent, WA 98032 (519) 432-3550(telephone) (253) 856-4620 (telephone) legal@infotech.com email endicott@kentwa. ov APPRO t/ =D AS —'O FORM: Kent aw 'pep rtment ATTEST: k�� A� Kent City Clerk AGREEMENT FOR SOFTWARE AS A SERVICE Page 10 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 EXHIBIT A SCOPE OF WORK Info -Tech is an unbiased industry research group that assists with strategic and informed decisions. They offer actionable tools and analyst guidance with strategic decisions. This is a membership, and no hardware or software is provided. EXHIBIT A — SCOPE OF WORK (to Agreement for Software as a Service) City of Kent Service Proposal Sid Gupta Director, Member Services sgupta@infotech.com 1-888-670-8889 ext.3150 April 28, 2022 INFO -TECH R E S E A R C H G R O U P Page 1 of 4 Hi James, On behalf of our entire team at Info -Tech Research Group, I am pleased to present this proposal for IT Research and Advisory services to you and your IT department at City of Kent. Info-Tech's IT Research and Advisory membership provides you with access to our powerful diagnostic tools and key research to help you systematically improve your IT department's performance. To help you maximize the impact of your membership, we also provide an unmatched level of member service. I welcome the opportunity to work with you and your IT executives at City of Kent. Should you have questions at any time, please contact me directly at your convenience. Sincerely, Sid Gupta Director, Member Services sgupta@infotech.com 1-888-670-8889 ext.3150 Page 2 of 4 Info -Tech Research Group 3960 Howard Hughes Parkway Suite 500, Las Vegas, NV, USA 89169 infotech.com SERVICE AGREEMENT WITH INFO -TECH RESEARCH GROUP Service Start Date: May 9, 2022 II Contract Length: 3-year Contact: James Endicott City of Kent Product Description Quantity Subtotal Total Leadership Membership Leadership Membership: Unlimited analyst calls, full diagnostic access, contract reviews, 1.00 $25,460.96 $25,460.96 assigned executive advisor, 1 software selection engagement per year Reference Membership Access to core research content - project blueprints, Info -Tech Academy, software selection 4.00 $0.00 $0.00 content, tools and templates library Online Workshop Workshop Delivered Online 1.00 $13,898.24 $13,898.24 Membership Total: $39,359.20 All items stated on this document are in USD and is subject to applicable taxes. Page 3 of 4 Federal Supply Service Authorized Federal Supply Schedule Price List (GSA) - GS-35F-298GA Payment Terms: Prompt payment terms 0%, Net 30 days Unless otherwise stated, consulting and workshop engagements do not include travel and expenses, which will be charged in addition to the fees listed. Workshops purchased as part of membership expire without refund or credit at the end of the membership period covered by the purchase. Workshops purchased outside membership expire without refund or credit 1-year after purchase. Please work with your member services representative to select and schedule workshops prior to expiration. Subject to applicable taxes. If your company is tax exempt, please provide a valid tax exemption certificate with the signed proposal. This Service Agreement is subject to the terms of the Federal Supply Schedule for Info -Tech, available online, including s 552.238-114 (Use of Federal Supply Schedule Contracts by Non -Federal Entities) of the GS-35F-298GA Contract Clause Document. Unless agreed to in writing, any customer terms, including purchase order terms and conditions, are of no force or effect. By signing this Service Agreement, you agree to pay the fees set out herein annually for the term indicated. This proposal has a definite expiry date of May 6, 2022. Please return this signed Service Agreement to Info -Tech by DocuSign, email sgupta@infotech.com or fax (1-519-432-2506). Please include PO if required. Thank you for your business! The signature below affirms your commitment to pay for the services ordered in accordance with the terms of this service agreement and in accordance with the Terms of Use. If you are tax exempt, please provide tax exemption certificate. Name Title Signature Date Page 4 of 4 DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 EXHIBIT B NON -DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Scope of Confidentiality Obligation in a Software as a Service Agreement The Parties recognize that in a Software as a Service Agreement, the City is placing its information, including Confidential Information, on the Vendor's hosted software application. In providing this hosted service, the Vendor is not disclosing or providing City with its confidential information such as its source code or other proprietary or intellectual property technology. City therefore cannot modify, reverse engineer or otherwise decompile Vendor's technology and City has committed to not doing so in this Agreement. Thus, this Addendum describes Vendor's obligations with respect to City's confidential information, if any, provided to Vendor. 2. Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the Agreement ("Disclosing Party") designates as being confidential to the party that receives such information ("Receiving Party") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes non-public information that City designates as being confidential or which, under the circumstances surrounding disclosure, Vendor ought to treat as confidential, including but not limited to information in tangible or intangible form relating to and/or including City data, computer programs, code, algorithms, formulas, processes, inventions, schematics and other technical, business , financial and product development plans, forecasts, strategies and proprietary or intellectual property whether or not it is owned by City and information received from others that City is obligated to treat as confidential. Except as otherwise indicated in this Agreement, the term "Vendor" also includes all its subcontractors and Affiliates. An "Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, controls, are controlled by, or are under common control with a party. "Confidential Information" also includes non-public information that Vendor designates as being confidential, or which, under the circumstances surrounding disclosure ought to be treated as confidential by the City, including without limitation, information in tangible or intangible form relating to and/or including released or unreleased Vendor software or hardware products, the marketing or promotion of any Vendor product, Vendor's business policies or practices, and information received from Vendor that the City is obligated to treat as confidential. (b) Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available without Vendor's breach of any obligation owed City; (ii) became known to Vendor prior to City's disclosure of such information to Vendor pursuant to the terms of this Agreement; (iii) became known to Vendor from a source other than City other than by the breach of an obligation of confidentiality owed to City; (iv) is independently developed by Vendor; or (v) is not confidential as a matter of law. 3. Obligations Regarding Confidential Information (a) Receiving Party shall: EXHIBIT B — NONDISCLOSURE OF CONFIDENTIAL INFORMATION (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third -parties for two (2) years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 3(b) and 3(c) below; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, but no less than prevailing standard of reasonable care in the Receiving Party's industry, to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing, reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Party's business relationship with Disclosing Party, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre-release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law, provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at the Disclosing Party's sole cost, effort, and expense. In the event the Disclosing Party elects to obtain a protective order or equivalent, or legally contest and avoid such disclosure, the Receiving Party shall fully cooperate with the Disclosing Party. (c) The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need -to -know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third -parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadvertent or accidental disclosure, the Receiving Party shall promptly notify the Disclosing Party of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met, a Receiving Party shall not be liable for inadvertent disclosure. (e) The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (ii) Is or has been lawfully disclosed to a Receiving Party by a third -party without an obligation of confidentiality; (iii) Is independently developed by a Party without access to or use of the Confidential Information; or EXHIBIT B — NONDISCLOSURE OF CONFIDENTIAL INFORMATION (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 (iv) At the end of the period of confidentiality set forth in the Agreement. (f) All tangible information, including drawings, specifications, and other information submitted hereunder, by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information, including all originals, copies, reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party, and shall cease any further use thereof, upon written request of the Disclosing Party. Upon mutual consent, the Receiving Party may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. (g) The Receiving Party shall not export, directly or indirectly, any Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, including, but not limited to, U.S. export laws or traffic in arms regulations. 4. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 5. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party, Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights, trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided, no rights, licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Party's right to independently develop or acquire products without use of the other party's Confidential Information. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party, provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term "residuals" means information in intangible form, which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts, know-how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this sub -paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents. EXHIBIT B — NONDISCLOSURE OF CONFIDENTIAL INFORMATION (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 EXHIBIT C INSURANCE REQUIREMENTS No insurance is required for this contract or agreement. EXHIBIT C — INSURANCE REQUIREMENTS (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 EXHIBIT D CITY OF KENT NON-DISCRIMINATION POLICY AND FORMS DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing,la@traaa4gLagree to fulfill the five requirements referenced above. By For: Info -Tech Research Group Inc. Title: General Counsel Date: 28 April 2022 EXHIBIT D - NONDISCRIMINATION PROVISIONS (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 NUMBER: 1.2 CITY OF KENT ADMINISTRATIVE POLICY EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EXHIBIT D — NONDISCRIMINATION PROVISIONS (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before -mentioned company was the prime contractor for the Agreement known as that was entered into on of Kent. (date), between the firm I represent and the City I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before -mentioned Agreement. By: _ For: Title: Date: EXHIBIT D — NONDISCRIMINATION PROVISIONS (to Agreement for Software as a Service) DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 EXHIBIT E VENDOR'S PRIVACY POLICY This is the privacy policy of Info -Tech Research Group Inc. ("Info -Tech"). This document explains Info-Tech's policies for the collection, use and disclosure of personal information. The Information we collect Info -Tech collects information by various methods including information actively provided by its lead providers, its customers, and information arising from customer surveys and general feedback. The types of personal information we collect include name, contact information, identification information, and credit information. Credit card information is used for billing purposes only. We may record calls to or from our customer service representatives for purposes of accuracy, performance reviews, training and General quality assurance. How we use this information This information is used to provide our various products including customer service, accounting, billing, collections, and the marketing of other Info -Tech products. Info -Tech may use aggregate or anonymous information, which will not be linked to identified individuals, for various other uses for itself and third parties. The identity of our corporate clients is not considered personal or confidential information, and we may disclose that information for promotion and marketing purposes. Info -Tech users may have the option to participate in online discussion communities. Such communities are exclusive communities for certain Info -Tech subscribers and are accessible only by subscribers through their Info -Tech login name and password. Participation in the community is completely voluntary. By opting into the community, subscribers agree to share basic contact information (Name, Company, Address) with their peers in the community Who we share this information with Info -Tech does not share personal information with any third parties except as disclosed in this policy. Info -Tech may provide personal information to Info-Tech's consultants, subcontractors and professional advisers (which shall be bound by privacy obligations) to assist Info-Tech's uses disclosed herein. Security Personal information is stored in a combination of paper and electronic files. They are protected by security measures appropriate to the nature of the information. Accessing information Individuals may review their personal information contained in Info -Tech files by contacting the Info -Tech privacy officer. If an individual believes that any of their personal information is inaccurate, we will make appropriate corrections. EXHIBIT E - VENDOR'S PRIVACY POLICY DocuSign Envelope ID: B40AlA2D-BF1C-4BA7-A9F7-84DEC52CB142 Cookies Cookies are used by Info -Tech for the convenience of our users. They are used to streamline access to the online subscriber service. Cookies automatically authenticate the user. A user can access Info -Tech products with the cookie feature turned off; however, in doing so they may find themselves challenged for username and password information on multiple occasions. Info -Tech also uses cookies to track user's visits and uses that information to improve the user's experience and track use of our products. Links Info -Tech seeks out the best Web sources and resources for our advisory services. Many of our pages contain links to information at other Web sites. When you click on one of these links, you are moving to another web site. We encourage you to read the privacy statements of these linked sites as their privacy policy may differ from ours. General Info -Tech may amend this policy from time to time. If such amendments affect how Info -Tech uses or discloses personal information already held by Info -Tech in a material way, Info -Tech will obtain consent. Notwithstanding the general terms of this policy, the collection, use, and disclosure of personal information may be made outside of the terms herein to the extent provided for in any applicable privacy or other legislation in effect from time to time. Info -Tech may disclose personal information to another entity purchasing (including for diligence purposes prior to purchase) the assets of Info -Tech, provided that entity abides by this or a similar privacy policy. Opt -out If at any time you would like to discontinue e-mail communication from Info -Tech Research Group, please notify us via the Contact Us page. Contact us For more information on Info -Tech and privacy please contact our Privacy Officer at: General Counsel Toll -free (US): 1-888-670-8889 Toll -free (CAN): 1-844-618-3192 International: +1-519-432-3550 EXHIBIT E - VENDOR'S PRIVACY POLICY