Request for Proposals for Contract Management Services
South Orange County Community College District
May 18, 2015
COMPANY NAME
CITY
SUBMITTED BY
Hyland Software, Inc
Westlake, OH
Brandon Redding
iContracts
Raritan, NJ
Brian H. Potenski
SciQuest, Inc.
Morrisville, NC
Gary Thorholm
ESM Solutions Corporation
Warrington, PA
Anthony Rotoli
*Firms Interviewed
Request for Proposal
Contract Management System
(RFP #321D)
South Orange County Community District 28000 Marguerite Parkway
Saddleback College Health Sciences Building, 3rd Floor Mission Viejo, CA 92692
Request for Proposal
Contract Management System
RFP #321D
Table of ContentsIntroduction ... 3
Profile of the South Orange County Community District ... 3
The Intent of the District ... 3
Procurement Process ... 3
RFP Instructions and Requirements ... 4
Existing Applications and Information Technology at SOCCCD ... 8
Important Facts ... 9
Dates and Timeframes* ... 10
Critical Criteria for Proposed Software ... 11
Supplementary Questions ... 12
Appendix A: Required Format for RFP Response ... 13
Affidavit of Non-Collusion ... 16
Request for Proposal
Contract Management System
RFP #321D
IntroductionThe purpose of this document is to invite vendors to participate in the South Orange County Community District (District) procurement process for acquiring a Contract Management System. In particular, the goal is to solicit proposals for products and services that address the District’s needs. The District’s preference is for a Software as a Service (SaaS) solution.
Profile of the South Orange County Community District
South Orange County Community District encompasses 382 square miles in South Orange County serving over 909,000 residents in 26 communities. We know that higher education is directly linked to quality of life and economic vitality. We have helped generations of families achieve their educational and career goals since 1967.
This multi-campus district is comprised of Saddleback College in the City of Mission Viejo (1967), Irvine Valley College in the city of Irvine (1985) and Advanced Technology Education Park (2007) in the city of Tustin.
The District is governed by a seven-member elected Board of Trustees and the district's chief executive officer is the Chancellor.
District Services provides centralized administrative services to our three campuses including: Chancellor and Trustee Services, Business Services, Technology and Learning Services, and Human Resources. These departments provide accounting, benefits, facilities planning, fiscal services, human resources, information technology, institutional research and planning, payroll, public affairs, purchasing, risk management, and warehouse/mailroom services to our district.
The district continually assesses the effectiveness of its services through district-wide surveys, shared governance committees and task forces that are established to accomplish specific projects. Strategic planning is an essential tool for guiding our direction and assuring compliance with accreditation standards.
The Intent of the District
The District is seeking vendor proposals for the procurement, implementation, and ongoing success of a Contract Management System that will also integrate into an electronic signature system. In addition, the District seeks professional services to assist in the implementation.
Procurement Process
This RFP and any resulting contract or awards shall be governed by the Section 81645 of the State of California Education Code. As such, the following shall apply:
“The governing board of any community college District may contract with a party who has submitted one of the three lowest responsible competitive proposals or competitive bids, for the acquisition, procurement, or maintenance of electronic data processing systems and equipment, electronic telecommunications equipment, supporting software, and related materials, goods, and services, in
accordance with procedures, and criteria established by the governing board.” The District’s procurement process will entail four major steps:
Step One:
Vendors will be invited to submit proposals in response to this RFP. Proposals must, at a minimum, meet the District’s mandatory requirements as listed in the “Critical Criteria for Proposed Software” section of this RFP and should focus on products and services that best satisfy the District’s needs, as presented in this RFP. No cost information is desired from vendors in Step One of the procurement process.
Step Two:
The District evaluation committee will evaluate vendors’ written responses with respect to the District’s needs and critical criteria, as presented in this RFP. Qualified vendors will be invited to continue in the procurement process.
Step Three:
Qualified vendors will be asked to perform product demonstrations. Such demonstrations will be based upon the District’s specific functional needs and requirements.
Step Four:
After a thorough evaluation of vendors’ proposals and onsite demonstrations, the District will solicit proposed pricing from qualified vendors. Furthermore, the District may ask qualified vendors to refine their proposals for various products and services. At the conclusion of such a process, the District anticipates they will make a final recommendation to the District’s Governing Board to authorize a contract.
RFP Instructions and Requirements
Below are instructions and requirements for all vendors. The District will not consider a vendor’s proposal unless it is consistent with all material instructions and requirements.
The District has engaged the services of Strata Information Group (SIG) to assist in this procurement
process. All vendors shall consider Henry Eimstad or Harold George of SIG as sole point of contact for all communication throughout the entire evaluation process. Henry or Harold can be reached at:
Henry Eimstad Partner
Strata Information Group 3935 Harney St, Suite 203 San Diego, CA 92110 619-719-2483 - Cell
eimstad@sigcorp.com-Email
Harold George
General Manger, Professional Services Strata Information Group
3935 Harney St, Suite 203 San Diego, CA 92110 210-364-1349 – Cell george@sigcorp.com-Email
PROPOSAL INFORMATION:
Submittal Deadline: 2:00 PM, Monday, February 2, 2015
Place of Bid Receipt: SOCCCD – Facilities Planning and Purchasing Department Saddleback College
Third Floor, Heath Sciences Building 28000 Marguerite Parkway
Mission Viejo, CA 92692-3635
Mailing Address: South Orange County Community College District Attn: Brandye D’Lena
Executive Director of Facilities Planning and Purchasing 28000 Marguerite Parkway
Mission Viejo, CA 92692-3635
Proposals will be received up to the above-indicated time and date. Late proposals will not be accepted and will be returned unopened. Proposals may be delivered in person, by U.S. mail, or courier services. Fax proposals are not acceptable. Proposals must be submitted in an envelope plainly marked with the following information: Contract Management System (SOCCCD RFP #321D)
Proposals shall be binding upon the provider for 180 calendar days following the award recommendation date. All terms and specifications included in or appended to this solicitation apply to any subsequent award.
Number of Copies: Submit ten (10) copies of the proposal. An electronic copy in MS-Word and PDF formats on a flash drive must also be provided. Brochures and other promotional materials are not necessary unless you consider them to be the only way to convey your services.
Each proposal shall conform to the format presented in Appendix A. Proposals shall include tabs at each identified section and all information shall be presented in the order that is identified in Appendix A.
Each proposal shall include a Non Collusion Declaration signed by the vendor with his/her usual longhand signature. Proposals by partnerships must include the names of all partners and be signed in the partnership name by a general partner with the authority to bind the partnership in all relevant matters. Proposals by corporations must include the legal name of the corporation followed by the signature of a person who is authorized to bind the corporation. The name of each signatory shall be typed or printed below the signature. When requested by the District, satisfactory evidence of the authority of all those who signed the proposal shall be furnished.
Proposals may be withdrawn by a vendor prior to February 2, 2015, by submitting a written request to the District. Thereafter, a vendor shall not be relieved of the proposal submitted without the District’s consent or vendor’s recourse to Public Contract Code 5100 et seq.
All addenda issued prior to February 2, 2015, shall form a part of the specifications issued to vendors for the preparation of their proposals and will be made available on the district’s bid website. The District reserves the right to reject any or all proposals, or any portion or combination thereof.
In addition, the District reserves the right to waive any irregularity or informality within the proposal or procurement process.
Section 508 Compliance statement: Vendors bidding on this proposal must be willing to accept the following statement as part of any agreements that may be entered into with the District’s: “Vendor hereby warrants that the products or services to be provided under this agreement comply with the accessibility requirements of section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth at Tile 36, Code of Federal Regulations, part 1194. Vendor agrees to promptly respond to and resolve any complaint regarding accessibility of its
products or services, which is brought to its attention. Vendor further agrees to indemnify and hold harmless the South Orange County Community College District, the Chancellor’s Office of the California Community Districts, and any California community District using the vendor’s products or services from any claim rising out of its failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a breach and be grounds for termination of this agreement.”
The award of a contract to a qualified vendor, if made by the District, will be based upon a comprehensive review and analysis of each proposal. The District shall be the sole judge of the merits of proposed products and services. The District, alone, shall determine its best interests and act accordingly. All vendors shall abide by the decisions of the District.
Upon the District’s request, a vendor shall submit satisfactory documentation of its financial resources, experience in providing relevant products/services, personnel who are available to perform with respect to the proposed contract and any other desired evidence of the vendor’s qualifications.
Vendors are entirely responsible for any expenses that are associated with their participation in the procurement process. The District shall have no responsibility.
The District reserves the right to perform whatever research it deems appropriate in order to assess the merits of any vendor’s proposal. Such research may include, but not necessarily be limited to, discussions with outside consultants, interviews with the vendor’s existing clients and analysis of industry reports.
The District reserves the right to seek clarifications and follow up information from vendors. Vendors are hereby advised that the District is bound by open records laws and policies when it
receives vendor-submitted materials. Any information that constitutes a trade secret and that a vendor wishes to declare confidential should not be included in the RFP response.
In the event of litigation, the related matters shall be governed by and construed in accordance with the law of the State of California. The venue shall be with the appropriate state or federal court located in Orange County, California.
The vendor selected by the District will be required to execute a formal contractual agreement based upon the terms and conditions included in this RFP. A draft contract may be provided as consideration in the development of the Agreement. All contract documents are subject to the approval of the District and its legal counsel. Electronic approval of terms and conditions upon sign-in will not be bsign-indsign-ing. All contract amendments must be fully executed between those identified as signatory by each party.
Each vendor and subcontractor, if any, must possess all appropriate and required licenses or other permits to perform the work as identified in the contract documents. Upon request, each vendor shall furnish the District with evidence demonstrating possession of required licenses and/or permits.
The vendor shall not discriminate against any prospective or active employee engaged to perform any work because of race, color, ancestry, national origin, religious creed, sex, age, disability or marital status. The vendor agrees to comply with applicable federal and State laws including, but not limited to, the California Fair Employment and Housing Act, beginning with Government Code Section 12900, and Labor Code Section 1735. In addition, the vendor agrees to require compliance with this provision by any subcontractor.
No interest in the contract shall be transferred to any other party without the permission of the District’s Governing Board.
Any award that arises out of the procurement process shall be governed by the laws of the State of California.
The vendor agrees to indemnify and hold harmless the District from any claim that arises out of its failure to comply with the Rehabilitation Act of 1973, as amended.
In accordance with the provisions of Section 3700 of the Labor Code, the successful vendor shall secure the payment of compensation to its employees. The vendor hereby acknowledges, and by submitting a proposal agrees, to the following statement:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract documents.”
Insurance: Vendor shall not commence work until it has obtained the insurance required herein and has submitted proof of such coverage to the District. Vendor shall not allow any subcontractor, agent, or employee to commence work on the contract without proof of same. Coverage must be secured and maintained for the duration of the contract.
(a) Workers’ Compensation Insurance not less than the statutory limits and including employer’s liability coverage limits not less than $1,000,000.
(b) Comprehensive Commercial General Liability Insurance with limits not less than $1,000,000 per occurrence.
(c) Comprehensive Automobile Liability Insurance with limits not less than $1,000,000 per occurrence for all owned, non-owned and hired vehicles.
The insurance certificates for (b) and (c) must list the District as additional insured, as follows: South Orange County Community College District, its Board of Trustees, officers, agents, representatives, employees, and volunteers are added as additional insured. The certificate must include a copy of the additional insured endorsement that amends the insurance policy. The District does not discriminate with regard to race, color, gender, national origin, or disability
in the awarding of contracts.
The District encourages the submission of proposals from all vendors who can meet the mandatory requirements set forth in this RFP.
Existing Applications and Information Technology at SOCCCD General Background
SOCCCD supports a portfolio of administrative applications that provide services district-wide to students, faculty, and staff. This portfolio includes a complete Student Information System, Human Resources system, Financial system, Financial Aid system, Library automation system, Learning Management System, and Enterprise Content Management System. In order to simplify management of the systems and minimize expense, SOCCCD IT has standardized on a Windows Server and SQL Server environment with web client access whenever possible.
Web Systems Information
Many systems at SOCCCD provide services through a web browser. Most SIS functionality is delivered through MySite, a web-based portal for students, faculty, and staff. HCM is completely web-based. PowerFaids has a student-facing web portal. The Sirsi library system has a web portal for patrons. ImageNow provides web clients in addition to full Windows clients. The Blackboard LMS is completely web-based.
Current Application Software Supported
Systems Name Source Areas Directly Supported Functional Description
Student Information
System (SIS) Locally developed Students, faculty, staff Comprehensive application which automates many software functions in Student Services and Instruction at the colleges. Services are provided to students, faculty, and staff through a common portal.
Finance (FDM)
(being implemented) Workday Purchasing (central Purchasing and all offices/departments), Business Services
Software in support of purchasing and accounting
HR/Payroll (HCM)
(being implemented) Workday HR, Payroll Business Services, College fiscal offices Software in support of HR functions, budget development, and local payroll processes PowerFaids College Board Financial Aid offices Financial Aid software used to
automate all aspects of the college financial aid offices
Sirsi Unicorn SirsiDynix Library staff and students Library automation system supporting all library functions ImageNow Perceptive Software Financial Aid offices, Admissions
and Records offices, student services, instruction
Enterprise-wide document management and workflow system
Blackboard LMS Blackboard Students, faculty Learning management system for students
PeopleAdmin PeopleAdmin Applicant Tracking, Position Description, Performance Management
Comprehensive Software as a Service for managing all Employment Applications and associated Position Descriptions and for managing performance evaluations for Administrators and Managers.
Systems Name Source Areas Directly Supported Functional Description
Raiser’s Edge Blackbaud College Foundation Offices Fundraising Management solution for nonprofits which includes a database of donor and contribution records. It also includes modules for Alumni Tracking and Events Management. SchoolDude SchoolDude Capital Planning, Facilities
Management and Operations
A Computerized Maintenance Management System (CMMS) for capital planning, inventory, work orders, preventive maintenance, and management of building automation systems
FUSION Foundation for
California Community Colleges
Space Inventory Management, Facilities Assessments, Enrollment Forecasting, Facilities Planning and Project Fiscal Management
A web based suite to support the integrated management and reporting on California Community College facilities throughout the state.
SharePoint Microsoft Faculty and Staff A general purpose collaboration solution for information sharing and communication
inForm Data Warehouse Based on Microsoft Business intelligence stack
College and District Researchers, administrators, faculty and staff
A general purpose data warehouse containing student, staff, and financial data, along with research tools and reports. Also used for state reporting.
Important Facts
Websites http://www.socccd.edu, http://www.saddleback.edu,
http://www.ivc.edu
Number of Full-Time Faculty 350 Number of Part-Time Faculty 1,047
Number of Academic
Administrators and Classified Administrators/Managers
109
Number of Regular Classified FT
and PT Employees 538
Number of Short-term Temporary
Classified Employees 879
Major Sites South Orange County Community College District Saddleback College, Mission Viejo, CA
Irvine Valley College, Irvine, CA
Advanced Technology and Education Park (ATEP), Tustin, CA Accreditation Western Association of Schools and Colleges (WASC)
Fall 2011 Enrollment
(Headcount)(FTES) 42,151 Headcount 27828 FTES 2011–2012 FY 2012–2013 Unrestricted
Dates and Timeframes*
*All Dates are subject to change at the discretion of the District
Event Date/Timeframe
Release of RFP January 16, 2015
Deadline for vendors’ questions to District January 26, 2015
Deadline for District to respond to vendor questions January 28, 2015
Deadline for vendors’ submission of proposals February 2, 2015
Selection of vendors who will be invited to give onsite demonstrations February 12, 2015
On-site vendor demonstrations and presentations TBD
Request for Pricing Proposals issued TBD
Pricing Proposals Due TBD
Finalization of contract terms and pricing TBD
Approval of contract award by the District’s Board TBD
All questions should be submitted to Harold George of SIG, george@sigcorp.com – Email, in writing by the deadline indicated above. Written answers to questions will be distributed to all vendors on or before
January 26, 2015.
Vendors are strongly encouraged to schedule their resources according to the above dates and timeframes.
Critical Criteria for Proposed Software
Description of the District’s current contract development environment
Currently, the District's contract templates are stored on SharePoint in either Word or PDF format. At the most basic level, users at the each of the three colleges or the District office download the contract, enter information such as vendor name, contract term, a scope of work description, and contract amount. At the colleges, contracts are reviewed by the college business office or other parties, approved by appropriate college officials, and sent to District office, typically via email, for review and approval. Once executed, contracts are forwarded to the vendor, stored on the District server, and attached as an image to the District’s electronic Purchase Order. The District does not have any reporting, version control, standard file naming conventions, or standard storage locations for its contract. The District is implementing Workday HCM and FDM, and will have some capabilities through system workflow to perform final approval and encumber against approved contract. For the most part, the District and the Colleges use standard contract templates. Standard terms and conditions typically don’t change between templates and minimal negotiation occurs with vendors. However, the District does use some contracts, long-term facilities use agreements or other vendor supplied contracts, for instance, where contract specifics may be negotiated with a vendor, revised to meet district requirements and/or go through district and/legal review and refinement. When a contract is in negotiations, multiple parties such as the vendor, vendor’s legal counsel, the District, and District’s legal counsel, as well as the initiating department might enter or edit contract data. Microsoft Word change-tracking is used to track activity. This can be a lengthy process. Dealing with various versions and persons providing input gets complicated, time-consuming, and confusing. The District desires to make this versioning process more user-friendly, efficient, and to significantly reduce processing time to achieve the final product. Description of the District’s requirements for a new Contract Management System
The District wishes to update its contract management tools and procedures in order to provide greater efficiency, tracking, and visibility. As such, a new contract management system should provide for the following:
The creation, modification, secure storage, and electronic workflow/approval routing of contracts Detailed and executive-level customizable reporting for contract expiration, contract value, and
contract type
The ability to update/upload contract templates in a variety of common file formats The ability to apply electronic signatures either in parallel or sequence
Ability to search text within contracts
Document version control and the ability to compare versions and originators
The ability to route a contract outside of the District to vendors or legal counsel for the purpose of review, editing, negotiation, and finalizing the document
The ability to store and link to a contract other related documents such as certificates of insurance, bonds, scope of work, and/or other necessary exhibits
The ability to generate email notifications and reminders regarding contract status The assignment of a dedicated account representative
Customer support during SOCCCD business hours for technical difficulties
Ability to manage other documents that may require multiple-party review, editing, and approvals The ability to store a library of standard contract clauses that can be inserted into a contract as
needed is a plus
The ability to be integrated into Workday would be a plus.
Sample training materials need to be provided by Vendor for District review. Proactively notify on contract expiration based on type of contract
Scope of Work
The scope of work for this project consists of the following primary tasks. The District requires that for all tasks, the Vendor assign a dedicated representative to work with the District and its project team through all phases of review, setup, planning, and training.
Review of District Business Model. The planning phase will include a Vendor review, in consultation with the District’s project team, of the District’s current contracts business processes and make recommendations to the District as to modifications to its processes based on best practices and software functionality, including recommendation on which components of the software would be utilized in Vendor’s software versus Workday. The goal is to ensure there are no gaps in contracts management process between the two products, Vendor’s product and Workday. Initial System Setup. In consultation with the District's project team, the Vendor will work with
the District to complete the initial setup of the system.
Planning/Implementation. The District expects that implementation will consist of an initial pilot implementation and a subsequent phased rollout of the system throughout the District’s two colleges and District services locations. In consultation with the District project team, the Vendor will develop a pilot implementation plan and the first phase of a district-wide phased rollout. The District expects that the Vendor will provide a dedicated representative to work directly with the District during the pilot and initial implementation.
The pilot implementation will include an additional review of the system setup should it be necessary to fine-tune the initial setup as described in “Initial System Setup“ above.
Training. The implementation phase will include Vendor-provided, face-to-face training for contract management system administrators and pilot program participants. The Vendor will also propose an additional training strategy including either face-to-face training or Web-based training for additional users during the first phase of the District-wide rollout. On line training webinars are desirable for ongoing training.
Implementation. Timeline should be provided by Vendor. Supplementary Questions
The following questions are important with respect to the evaluation of proposals. Vendors should provide clear and detailed responses to each item.
1. Please provide detailed information about reference sites. We are specifically interested in your most recent implementations. Please include the following:
a. Names of institutions
b. Contact names, titles, telephone numbers, and email addresses
c. List of installed software products and the production status of each, when they were implemented and which release.
2. Please organize the information about reference sites with respect to the following categories:
a. California State and Private Universities
b. California Community College District(s)
c. Community college districts with multiple colleges
d. State and Private Universities and Colleges
3. Please describe how your solution meets Section 508 accessibility requirements. 4. Please describe all available report writers, query tools, and other ancillary software. 5. Please describe any online training materials that the District should consider.
6. SOCCCD anticipates that this system may be integrated with Workday. Please describe your approach to Workday integration.
Appendix A: Required Format for RFP Response
Section 1: Executive Summary
Provide an executive summary that summarizes the proposal.
Section 2: Vendor Profile
Provide the following information: (a) Name of vendor
(b) Vendor’s mailing address, telephone number, FAX number, and web site address (c) Vendor’s primary contact person
(d) Primary contact person’s title, mailing address, telephone number(s), FAX number, and email address
(e) Brief overview of the vendor’s company, products and services (f) Identify proposed staff and provide resume’s
Section 3: Vendor’s Understanding of the RFP
(a) Provide a statement that acknowledges the vendor’s understanding of the “Procurement Process” as presented in the RFP.
(b) Provide a statement that acknowledges the vendor’s understanding of the “RFP Instructions and Requirements” as presented in the RFP.
Section 4: Critical Criteria for Proposed Software
Provide responses to each of the items within the “Critical Criteria for Proposed Software” section of the RFP.
Section 5: Proposed Software Products
Identify all application software that is proposed or required.
Section 6: Supplementary Questions
Provide a response to each of the items within the “Supplementary Questions” section of the RFP.
Section 7: Proposed Training and Implementation Services
(a) Describe the training and implementation support that is required, recommended, available or provided for each proposed software product, including the database management system.
(b) Provide a suggested implementation schedule, including major milestones.
(c) Estimate the number of hours of vendor-provided professional services that are needed.
(d) Describe all additional services (e.g., remote technical support) that are required, recommended, and available or provided for each proposed product.
(e) Provide information about national-, regional-, and state-specific Users Groups that are supported by your company. Include contact information for Officers of those Users Groups.
Section 8: Data Conversion and System Interfaces
(a) Describe the products, utilities, processes and services that are recommended or needed for the conversion or loading of the District’s existing data.
(b) Identify a means of developing and maintaining interfaces between this system and Workday and the District’s future enterprise systems during the implementation process.
Section 9: Software Maintenance and Enhancements
(a) Describe the benefits, impacts, and schedules of new releases and modules. State the circumstances under which such releases are mandatory or optional.
(b) Describe, both during and after the warranty period, the procedures for obtaining product support. (c) Explain how custom modifications can be made by the vendor and/or District. In addition, describe the
alternative mechanisms for maintaining such modifications over time.
Section 10: Vendor’s Corporate Strength
Describe the vendor’s corporate history, market segment(s), client base, employee base, research and development programs and financial well-being.
Section 11: Optional Products and Services
Describe, in detail, all optional products and services. Vendors are hereby advised that the District’s may want to procure an optional item, but might not be able to do so if it is not formally declared in this section. Optional products might include query tools, workflow systems, IVR solutions, utilities, documentation, training materials, data warehouses, database technologies, security mechanisms, etc.
Section 12: Additional Information
Provide any additional information that the District should consider in its evaluation of proposals. This would include a list of whether your company is currently involved in litigation with any of your clients. Do not provide marketing brochures or generic information that does not meet your specific solution to this Request for Proposal.
Section 13: Acknowledgement of Addenda
Provide attached proposal form that acknowledges understanding and compliance with RFP conditions and acknowledges the issuance and receipt of any RFP addenda, if applicable.
Section 14: Client References
Provide three client references for agencies/companies that are currently or in the past five years have used your services. Community Colleges are preferred. A correlation between the proposed systems and the referenced system is preferred.
For each client include:
Owner/Company/Agency Name:
Contact Person No. 1 and current telephone number: Business Services Executive Contact Person No. 2 and current telephone number: IT Executive
Section 15: Contact Information Page Company Name:
Mailing Address:
City, State, and Zip Code: Telephone Number: FAX Number: Name of Signatory): Title of Signatory: Individual Name: Title: Partnership Name: Name of Signatory: ___________________________________ Title: Corporation Name: (a Corporation) President: __________________________________________ Secretary: __________________________________________ [Seal]
Request for Proposal SOCCCD No. 321D Contract Management System
Software as a Service (SaaS) NON-COLLUSION DECLARATION
The prospective Vendor must sign the Affidavit and provide the information required of Vendor as outlined.
NON-COLLUSION DECLARATION
I hereby swear (or affirm) under the penalty of perjury:
1. That I am the Vendor; a partner, an officer or an employee of the responding company/corporation having authority to sign on its behalf;
2. That the attached proposal or proposals have been arrived at by the Vendor independently, and have been submitted without collusion and without any agreement, understanding, or planned common course of action with any other Vendor or materials, supplies, equipment or services described in the Request for Proposal designed to limit independent offers or competition;
3. That I have fully informed myself regarding the accuracy of the statements made in the affidavit. Declared this of , Signature Firm Name Date
Request for Proposal SOCCCD Number 321D Contract Management System
Software as a Service (SaaS) PROPOSAL FORM
Director of Facilities Planning and Purchasing South Orange County Community College District 28000 Marguerite Parkway
Mission Viejo, CA 92629-3635
In compliance with this Request for Proposal, the undersigned acknowledges that I have read and understand all the conditions imposed herein and have received Addenda numbers
and agree to furnish the services in accordance with the attached proposal or as mutually agreed upon by subsequent negotiation.
Name of Firm:
Address:
City:
State & Zip:
Telephone:
Name: Signature: Title: Date:
MASTER SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS
Purchases of Subscriptions and Services (as defined below) under a Purchase Document with SciQuest, Inc. ("SciQuest") and the party named in such Purchase Document ("Client") shall be subject to the following, additional Terms and Conditions as of the dates specified in the Purchase Document (the "Effective Date"). By executing a Purchase Document, Client agrees to be bound by the following additional Terms and Conditions.
1. DEFINITIONS. In addition to the terms defined elsewhere in
the Agreement, the terms set forth in this Section 1 shall have the following meanings:
1.1. “Agreement” shall mean these Master Subscription
Agreement Terms and Conditions, Purchase Documents, the Terms of Service posted at http://www.sciquest.com/terms-of-service/ and such other documents, attachments and exhibits that the parties’ authorized representatives may mutually agree to in writing from time to time.
1.2. “Affiliates” shall mean any entity which directly or indirectly
controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. SciQuest and Client agree that Affiliates of Client may access SciQuest Applications and Services from SciQuest by entering into an Order Form with SciQuest.
1.3. “Authorized Users” shall mean (i) Client’s employees,
contractors, subcontractors and outsourcing vendors and (ii) employees, contractors, subcontractors and outsourcing vendors of any Affiliates or other entities designated in an Order Form as being authorized by Client to access and use the SciQuest Applications and Services, in each case who have been supplied user identification and passwords by Client. Any use by contractors, subcontractors or outsourcing vendors acting on Client’s behalf shall be subject to the terms of the Agreement and Client remains responsible for its obligations and for the activities and omissions of such third parties.
1.4. “Client Data” shall mean data generated, uploaded or
transmitted by Authorized Users using the SciQuest Applications.
1.5. “Order Form” shall mean the ordering documents executed
by SciQuest and Client that represent the initial purchase of the Subscription to the SciQuest Applications and certain Services, and any subsequent ordering documents that from time to time are executed hereunder by Client and SciQuest and which shall expressly refer to the Agreement.
1.6. “Professional Services” shall mean any implementation,
training, consulting, data migration, conversion, integration or other services provided by SciQuest to Client, as set forth in a Statement of Work or as described in the Terms of Service.
1.7. “Purchase Document” shall mean an Order Form or
Statement of Work. Purchase Documents shall be deemed incorporated herein by reference.
1.8. “SciQuest Applications” shall mean those software
applications made available to Client by SciQuest via a Subscription.
1.9. “Services” shall mean the Support Services and
Professional Services.
1.10. “Statement of Work” shall mean any document executed
by SciQuest and Client describing the deliverables, milestones, project plan, acceptance criteria and other items related to the delivery of the implementation services and other Professional Services provided by SciQuest to Client.
1.11. “Subscription” shall mean the right of Authorized Users
to access the SciQuest Applications and certain Professional Services during the Subscription Term, as set forth in an Order Form.
1.12. “Supplier Enablement Services” shall mean those
services used to deliver any supplier enablement-related SciQuest Applications to Client, as described in the Terms of Service.
1.13. “Support Services” shall mean the maintenance and
support services described in the Terms of Service, and provided in connection with the SciQuest Applications.
1.14. “Terms of Service” shall mean those Support Services
and Professional Services terms posted at
http://www.sciquest.com/terms-of-service/, which are incorporated herein. Client acknowledges and agrees it has read, understands and agrees to be bound by the Terms of Service.
2. CHANGES; COOPERATION.
2.1. Changes. In connection with SciQuest’s efforts to
continually improve the SciQuest Applications and Services, SciQuest may from time to time develop and make available to SciQuest’s clients, free of charge, enhancements, upgrades, updates, improvements, modifications, extensions and other changes to the SciQuest Applications, Services and Terms of Service (“Changes”). SciQuest shall provide Client reasonable, advance notice of all Changes to the SciQuest Applications, Services and Terms of Service in order to, among other things, enable Client to prepare for upcoming releases, learn about new features, and access key information about the SciQuest Applications, Services and Terms of Service. IN NO EVENT MAY SCIQUEST MAKE ANY CHANGES THAT MATERIALLY AND ADVERSELY IMPACT THE CLIENT’S USE OF THE SCIQUEST APPLICATIONS OR SERVICES. Client hereby authorizes SciQuest to implement such Changes.
2.2. Cooperation. Client acknowledges that the successful and
timely providing of the SciQuest Applications and Services shall require the good faith cooperation of Client as it pertains to Client’s duties and obligations under the Agreement, including the Statement(s) of Work. SciQuest shall not be liable for any failure to provide the SciQuest Applications and Services to the extent arising from Client’s failure to cooperate in good faith with SciQuest.
2.3. Terms. SciQuest shall provide the SciQuest Applications
and Services to Client pursuant to these Terms and Conditions and any specific limitations set forth in Order Forms.
3. USE OF THE SCIQUEST APPLICATIONS AND SERVICES. 3.1. Proprietary Rights. This is a subscription agreement for
use of the SciQuest Applications. The Agreement is not a sale, or assignment and transfer, of any software. Client agrees that SciQuest, its licensors or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights) in and to the SciQuest Applications, the Services, Services deliverables and any and all related and underlying software (including interfaces created by SciQuest), databases, technology, reports and documentation, and any adaptation, modification, derivation, addition or extension to the SciQuest Applications and Services. Except for the Subscription granted hereunder, nothing in the Agreement gives the Client any right, title or interest in or to the SciQuest Applications, the Services or any related documentation.
3.2. SciQuest License. SciQuest hereby grants to Client a
nontransferable, non-exclusive license during the Subscription Term, to allow Authorized Users to access and use the SciQuest Applications for its internal business purposes.
3.3.1. The SciQuest Applications are provided to Client for use only as expressly set forth in the Agreement, and Client will not use the SciQuest Applications in whole or in part for any other use or purpose. In particular, Client will not, and will not allow any third party to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the SciQuest Applications by any means, or disclose any of the foregoing; (ii) except as expressly set forth in the Agreement, provide, rent, lease, lend, or use the SciQuest Applications for timesharing, subscription, or service bureau purposes; (iii) sublicense, transfer or assign the SciQuest Applications or any of the rights or licenses granted under the Agreement; or remove or obscure any trademark, product identification, proprietary marking, copyright or other notices provided with the SciQuest Applications or related documentation.
3.3.2. Client shall not: (i) use the SciQuest Applications for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any state, local or federal law; (ii) transmit Client Data using the SciQuest Applications that infringes upon or misappropriates the intellectual property or privacy rights of any third party; (iii) perform any load testing of the SciQuest Applications or attempt to probe, scan or test the vulnerability of the SciQuest Applications without SciQuest’s prior, written consent; or (iv) log into a server or account that Client is not authorized to access.
3.4. Client Responsibilities. Client is responsible for all activity
occurring under Authorized User accounts and for each Authorized User’s compliance with all terms and conditions of the Agreement. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data generated, uploaded and transmitted by Client and Authorized Users. Client shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the SciQuest Applications and notify SciQuest immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
3.5. Authorized Users.
3.5.1. The Subscription to the SciQuest Applications is granted solely to Authorized Users and shall not be shared with any third parties, except as set forth in Section 1.2 above. The number of Authorized Users accessing the SciQuest Applications shall not exceed the maximum number of Authorized Users specified in the Order Form. User Subscriptions are for named users and cannot be shared or used by more than one user but may be reassigned from time to time to new Authorized Users who have terminated an employment or some other prior relationship with Client, changed job status or function, or otherwise no longer require ongoing use of the SciQuest Applications.
3.5.2. Client acknowledges that the price of the Subscription purchased hereunder is based on Client’s access requirements as provided to SciQuest as of the Effective Date of the Agreement. In the event Client wishes to subsequently expand access to additional users, Affiliates, business units or otherwise, Client may purchase additional Subscriptions to the SciQuest Applications by executing separate Order Forms hereunder.
3.6. Client Data. Client owns all right, title and interest in, and to,
all Client Data. In connection with Client’s use of the SciQuest Applications, SciQuest is provided access to Client Data. Client hereby grants to SciQuest a worldwide, non-exclusive, fully paid-up license to use the Client Data to the extent necessary to provide Client the SciQuest Applications and Services. SciQuest may use the Client Data in an anonymous, aggregated format with data provided by other third parties (making it impossible to identify Client, or any individual Client transaction from the data) to better serve our Clients.
3.7. Protection of Client Data. Client Data is deemed
Confidential Information under this Agreement and SciQuest shall maintain the confidentiality of Client Data in accordance with its
confidentiality obligations under this Agreement. Additionally, SciQuest shall maintain, at a minimum, industry standard administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client Data.
4. FEES; PAYMENT.
4.1. Fees; Payment. Client agrees to pay SciQuest all of the
fees agreed to in the Order Form(s). Fees for the SciQuest Applications and Services will be invoiced in advance in accordance with the terms of the Order Form. Unless otherwise stated in the Order Form, all payments shall be made in United States dollars no later than thirty (30) days after the date of invoice, payable in full, without reduction for any offset, withholding or other claims (except with respect to charges then under reasonable and good faith dispute as evidenced in a writing promptly sent by Client to SciQuest prior to the payment due date). All payments not received when due shall accrue interest at a rate per month of one and one-half percent (1.5%) (excluding reasonably disputed payments). Payment obligations are non-cancellable and, except as set forth in Sections 5.3, 6.1 and 7.1 below, all fees are non-refundable. Client shall remit payment via electronic funds transfer to the account designated in the Order Form.
4.2. Taxes. The fees payable under the Agreement shall not
include local, state, federal or foreign sales, use, value-added, excise or personal property or other similar taxes or duties now in force or enacted in the future imposed on the transaction and/or the delivery of the Services, all of which Client shall be responsible for and pay in full except those taxes based on the net income of SciQuest. If Client is exempt from the payment of any such taxes, upon execution of the Agreement, Client shall provide SciQuest with a valid tax exemption certificate authorized by the appropriate taxing authority.
4.3. Suspension of Service. IF ANY CLIENT ACCOUNT IS
THIRTY (30) DAYS OR MORE OVERDUE (EXCEPT WITH RESPECT TO CHARGES THEN UNDER REASONABLE AND GOOD FAITH DISPUTE), IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES (INCLUDING THE TERMINATION RIGHTS SET FORTH IN THE AGREEMENT), SCIQUEST RESERVES THE RIGHT, UPON TEN (10) DAYS PRIOR WRITTEN NOTICE TO CLIENT, TO SUSPEND THE SUBSCRIPTION TO THE SCIQUEST APPLICATIONS AND PROVISION OF SERVICES WITHOUT LIABILITY TO SCIQUEST UNTIL SUCH ACCOUNT IS PAID IN FULL.
5. TERM AND TERMINATION.
5.1. Term of the Agreement. The Agreement commences on
the Effective Date and continues until the Subscription to the SciQuest Applications granted in accordance with the Agreement has expired or the Agreement is terminated earlier, pursuant to the Terms and Conditions set forth herein.
5.2. Term of Subscription. The Subscription term to the
SciQuest Applications shall be as set forth in the Order Form (the “Subscription Term”). Unless otherwise set forth in an Order Form, upon the expiration of the Subscription Term, the Subscription Term to the SciQuest Applications shall automatically renew for additional one (1) year periods, unless either party provides written notice to the other (written notice to SciQuest shall be provided either to
AR@sciquest.com or SciQuest’s address set forth below, attention: “SciQuest Finance Department) of its intent not to renew at least sixty (60) days prior to the end of the Subscription Term.
5.3. Termination for Cause. Either party may terminate the
Agreement by written notice if the other party commits a material breach and fails to cure such breach within thirty (30) days following receipt of written notice of such breach.
5.4. Outstanding Fees. Termination shall not relieve Client of
the obligation to pay SciQuest the fees agreed in the Order Form unless (i) Client terminates the Agreement in accordance with Section
5.3 above, in which case Client shall be entitled to a prorated refund of any pre-paid Subscription fees for the remaining number of months left in the Subscription Term following the effective date of termination or (ii) the Agreement is terminated in accordance with Section 6.1 or 7.1.
5.5. Effect of Termination. Upon any termination or expiration
of the Agreement (i) SciQuest will terminate Client’s access to the SciQuest Applications and will cease providing the Services; (ii) Client shall immediately cease any and all use of and access to any SciQuest Applications; and (iii) each party hereunder shall return to the other party any and all Confidential Information of the other party in its possession.
6. WARRANTY.
6.1. SciQuest Applications Warranty. SciQuest hereby warrants
that the SciQuest Applications will operate in substantial conformity with the then-current published specifications. In the event of any failure of the SciQuest Applications to perform in substantial conformity to such specifications, SciQuest will, at SciQuest’s sole option, and as Client’s sole and exclusive remedy, either (i) repair the applicable SciQuest Applications or (ii) terminate the Agreement and/or the Subscription to the SciQuest Applications and refund to Client a sum equal to the Subscription fees paid for the period during which the SciQuest Applications were rendered unusable, prorated on a monthly basis.
6.2. Services Warranty. SciQuest represents and warrants that
it will perform the Services in a good, workmanlike and professional manner. Client’s remedy for breach of the warranties in this paragraph shall be the re-performance of the relevant Services free of charge.
6.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE
WARRANTIES CONTAINED IN THIS SECTION 6, SCIQUEST MAKES NO WARRANTIES REGARDING THE SCIQUEST APPLICATIONS AND SERVICES. SCIQUEST SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SCIQUEST DOES NOT WARRANT THAT ACCESS TO THE SCIQUEST APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN THE SCIQUEST APPLICATIONS WILL BE CORRECTED, OR THAT THE SCIQUEST APPLICATIONS AND SERVICES WILL MEET CLIENT’S PARTICULAR REQUIREMENTS OR EXPECTATIONS. SCIQUEST DOES NOT PROVIDE ANY WARRANTIES REGARDING THE ACCURACY OF DATA OR INFORMATION PROVIDED BY THIRD PARTIES. SCIQUEST SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES AND ANY OTHER PROBLEMS ARISING FROM CLIENT’S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THE AGREEMENT BETWEEN SCIQUEST AND CLIENT. SCIQUEST’S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITED WARRANTIES SPECIFIED HEREIN.
7. SCIQUEST INDEMNIFICATION.
7.1. SciQuest Indemnification. SciQuest shall defend, indemnify and hold harmless Client from and against any and all claims, suits, proceedings, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of any claims, demands, suits or proceedings brought by a third party alleging that the SciQuest Applications infringe upon any patent, copyright or trademark or misappropriate any trade secret or other intellectual property rights of any third party. SciQuest shall have no obligation to indemnify Client to the extent any alleged patent infringement arises out of (a) the use of the SciQuest Applications in combination by Client with other data, products, software, processes or materials not provided or authorized by SciQuest; (b) the modification of the SciQuest Applications by a party other than
SciQuest; (c) any unauthorized use of the SciQuest Applications or (d) the Client Data. Should the SciQuest Applications as used by Client infringe, or in SciQuest’s commercially reasonable opinion be likely to infringe, SciQuest shall, at its option and sole expense: (i) procure for Client the right to continue to use the SciQuest Applications, (ii) modify the SciQuest Applications to eliminate any such claim that might result from their use hereunder, provided such modification does not adversely affect the functional capabilities of the SciQuest Applications or (iii) replace the SciQuest Applications with equally suitable, compatible and functionally equivalent non-infringing SciQuest Applications at no additional charge to Client. If none of these options is commercially practicable, then the Agreement may be terminated by SciQuest without further obligation or liability on the part of either party hereto except that SciQuest agrees to promptly refund to Client the fees paid by Client for the portion of the Subscription Term for which the SciQuest Applications would no longer be available to Client. This Section 7 states the entire liability and obligation of SciQuest, and Client’s exclusive remedy, with respect to any intellectual property infringement relating to the SciQuest Applications.
7.2. Procedures. SciQuest’s indemnification obligations are
conditioned upon Client: (i) giving SciQuest prompt written notice of any claim, action, suit or proceeding for which Client is seeking indemnity; (ii) granting control of the defense and settlement to SciQuest (except that SciQuest shall not enter into any settlement of a claim that imposes any obligations upon Client without the consent of Client, which consent will not be withheld unreasonably); and (iii) reasonably cooperating with SciQuest at SciQuest’s expense.
8. CONFIDENTIAL INFORMATION.
8.1. Obligations. During the term of the Agreement and for a
period of three (3) years after the date of termination or expiration of the Agreement, each party: (i) shall treat as confidential all Confidential Information (as defined below) provided by the other party; (ii) shall not use such Confidential Information except as expressly permitted under the terms of the Agreement or otherwise previously authorized in writing by the disclosing party; (iii) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, reverse engineering, disassembly, decompiling, misuse or removal of such Confidential Information; and (iv) shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care to prevent the disclosure of the other party’s Confidential Information as it uses to prevent the disclosure of its own Confidential Information, and shall in any event use no less than a reasonable degree of care. “Confidential Information” shall mean all confidential information of a party, whether written or oral, and whether in paper or electronic format, disclosed to a receiving party that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Client Data and Confidential information related to either party’s customer lists, customer information, products, technical information, pricing information, pricing methodologies, Supplier-provided information or information regarding the disclosing party’s business planning or business operations shall be deemed Confidential Information without any marking or further designation.
8.2. Exceptions. Notwithstanding the above, the receiving party’s
nondisclosure obligations shall not apply to information that: (i) was generally available to the public at the time it was disclosed, or becomes generally available to the public through no fault of the receiving party; (ii) was known to the receiving party at the time of disclosure as shown by written records in existence at the time of disclosure; (iii) was developed independently by the receiving party prior to the disclosure, as shown by written records in existence prior to the disclosure; (iv) is disclosed with the prior written approval of the disclosing party; (v) becomes known to the receiving party from a
source other than the disclosing party without breach of the Agreement by the receiving party and in a manner which is otherwise not in violation of the disclosing party’s rights; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party shall provide reasonable advance notice to enable the disclosing party to seek a protective order.
9. LIMITATIONS OF LIABILITY. NEITHER PARTY, ITS
AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTRACTORS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LIABILITY (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT RESULT FROM OR ARE RELATED TO THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN ANY EVENT, EXCEPT FOR AMOUNTS OWED TO SCIQUEST BY CLIENT AS SET FORTH IN AN ORDER FORM, THE AGREEMENT OR ANOTHER DOCUMENT, THE AGGREGATE LIABILITY OF EITHER PARTY RELATED TO OR ARISING OUT OF THE AGREEMENT OR ANY OF THE SCIQUEST APPLICATIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY SCIQUEST FROM CLIENT IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH DAMAGES. THE LIMITATIONS OF LIABILITY UNDER THIS SECTION SHALL NOT APPLY TO ANY OBLIGATIONS AND LIABILITIES ARISING FROM VIOLATIONS BY EITHER PARTY HEREUNDER OF SECTIONS 3 OR 8 OF THE AGREEMENT, OR ANY INDEMNIFICATION PROVIDED BY SCIQUEST UNDER SECTION 7 OF THE AGREEMENT.
10. GENERAL PROVISIONS.
10.1. Governing Law. The Agreement shall be governed by
and construed in accordance with the laws of the State of North Carolina, without application of North Carolina conflicts of laws principles and without application of the United Nations Convention on the International Sale of Goods.
10.2. Severability. If any provision of the Agreement is held to
be invalid or unenforceable for any reason, it shall be deemed omitted and the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
10.3. Waiver. The waiver by either party of a breach of any
provision of the Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
10.4. Assignment. The Agreement shall be binding upon the
parties’ respective successors and permitted assigns. Neither party shall assign the Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the above, either party may assign or transfer the Agreement upon a change of control or pursuant to a sale of all or substantially all the stock or assets of the assigning party.
10.5. Independent Contractors. The parties to the Agreement
are independent contractors. There is no relationship or partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
10.6. Publicity. Neither party may issue any press release
regarding the Agreement without the other party’s prior written
consent. Either party may include the name and logo of the other party in lists of customers and vendors, regardless of format or media.
10.7. Notices. Unless otherwise stated in the Agreement, any
notices required to be given under the terms of the Agreement, shall be in writing and either delivered personally, delivered by a nationally or internationally recognized overnight courier service or sent by registered or certified mail. Notices to SciQuest shall be addressed to: SciQuest, Inc., 3020 Carrington Mill Blvd., Suite 100, Morrisville, NC 27560, Attention: General Counsel, with a copy to the Chief Financial Officer. Billing-related notices to Client shall be addressed to the billing contact designated by Client in the Purchase Document, and legal notices to Client shall be addressed to Client’s signatory of this Agreement. Notices shall be deemed to have been received: (i) on the day given if delivered by hand (securing a receipt evidencing such delivery); (ii) on the second day after notice is sent, if sent by an overnight courier service; or (iii) on the fifth day after notice was mailed, if sent by registered or certified mail.
10.8. Survival. All provisions of the Agreement relating to
proprietary rights, payment of fees accrued, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion of the Services or any termination of the Agreement.
10.9. Electronic Signature, Facsimile, Email Transmission; Counterparts. The Agreement (including any Purchase Document)
may be executed and delivered by electronic signature, facsimile or email and each full reproduction, including reproductions by photocopy or scan, shall be deemed an original. Receipt of any such reproduction by facsimile or email transmission shall be deemed delivery of an original.
10.10. Force Majeure. Neither party will be liable to the other for
any failure to meet its obligations under the Agreement where such failure is caused by events beyond its reasonable control such as failure of communications networks, inability to timely obtain instructions or information from the other party, governmental action, fire, storms, floods or other acts of God, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
10.11. Subsequent Modifications. No amendment, alteration or
modification of the Agreement shall be effective or binding unless it is set forth in a writing signed by duly authorized representatives of both parties.
10.12. Entire Agreement. The Agreement, including these
Terms and Conditions, the Terms of Service, Purchase Documents, and all exhibits attached hereto, constitutes the entire agreement between the parties in connection with the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations and/or agreements among the parties in connection with the subject matter hereof except as set forth in the Agreement, notwithstanding any different or additional terms that may be contained in the form of a purchase order or other document used by Client to place orders or otherwise effect transactions under this Agreement. No purchase order submitted by Client, even if accepted by SciQuest, shall be deemed to modify any of the terms of this Agreement unless SciQuest has stated its intent to do so in writing. No modification or amendment to the Agreement, including any Purchase Document, shall be binding upon the parties except to the extent set forth in writing and signed by duly authorized representatives of SciQuest and Client. In the event of any inconsistency between the terms and conditions of the Agreement and a Purchase Document, now or hereafter appended hereto, the terms of the Purchase Document shall govern.
