DESIGN PARTNER PROGRAM AGREEMENT
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Transcript of DESIGN PARTNER PROGRAM AGREEMENT
DESIGN PARTNER PROGRAM AGREEMENT
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6. Confidentiality. a. Definition: “Confidential Information” means any and all documents, information, or
communications related to the Design Partner Program, including but not limited to any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, whether or not marked confidential or proprietary.
b. Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party's prior written permission.
c. Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care. In addition, the Design Partner Program will utilize a private email address and virtual document room system so that confidential information is not sent to Participant’s email addresses, but rather a notice that information is available is sent. Participant shall not copy such information to its own systems.
d. Compelled Disclosure. A disclosure by one party of Confidential Information of the other party that does not qualify as a Trade Secret, to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.
e. Compelled Disclosure and Trade Secrets. Confidential Information related to software under development qualifies as a Trade Secret under most state laws and is exempt from disclosure under public records laws. If Participant is subject to public records laws, it confirms that it will not disclose Confidential Information that Workday has identified as a Trade Secret unless there is a court order requiring it to do so. If there has been a public records request, Workday will identify information it considers a Trade Secret and will provide a brief explanation as to why it believes such information is a Trade Secret. Prior to a Workday press release announcing Student System, Participant shall treat this Agreement as confidential; a redacted copy of this Agreement which removes all language discussing Workday’s development methodology is being provided to all Participants subject to public records laws.
f. Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.
g. Non-disparagement: Neither party shall make any statement to third parties which is defamatory or derogatory of the other’s participation in the Design Partner Program or the Student System.
h. Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other
DESIGN PARTNER PROGRAM AGREEMENT
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party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.
7. Ownership. Workday shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into Student System or any other Workday service any suggestions, enhancement requests, recommendations or other feedback provided by Participant or its employees.
8. Final Decision as to Student System Functionality. While Workday values the Design Partner Program process, Workday retains the sole authority to determine what features and functionality will be in Student System.
9. Publicity. Workday shall control the publicity related to the Design Partner Program. Participant shall not make any press release or other public statement regarding its participation in the Design Partner Program without the prior written consent of Workday. Workday may, without Participant’s prior written consent, identify Participant as contributing to the Design Partner Program through a press release, orally, on its web site, or otherwise. Participant agrees to take part in a white paper or other marketing collateral, subject to Participant’s review of the final draft and confirmation that there are no misleading or untrue statements.
10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO BREACHES OF THE CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED FIVE THOUSAND DOLLARS ($5,000). EXCEPT WITH RESPECT TO CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, OR FOR ANY LOST PROFITS, LOSS OF USE, COST OF DATA RECONSTRUCTION, COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE DESIGN PARTNER PROGRAM EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS OR SUBCONTRACTORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
11. Term & Termination. The term of this Agreement commences on the Effective Date and continues until the earlier of Workday’s declaration that the Design Partner Program has ended or termination of this Agreement upon (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period. Termination of this Agreement does not impact the Confidentiality, Ownership, Publicity, or Limitation of Liability provisions of this Agreement.
12. General Provisions. a. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given
upon: (i) personal delivery; (ii) the third business day after first class mailing; or (iii) the second business day after sending by facsimile with telephonic confirmation of receipt. Notices to Workday shall be addressed to the attention of its Vice President, Legal. Notices to Customer shall be addressed to Customer’s signatory of this Agreement. Each party may modify its recipient of notices by providing notice pursuant to this Agreement.
b. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
c. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger,
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Page 1 of 5 Order Form #1 - District Board of Trustees of Broward College, Florida
©2013 Workday
ORDER FORM #7
TO MASTER SUBSCRIPTION AGREEMENT (“MSA”)
(for Student System Design Partners)
Customer Name District Board of Trustees of Broward College, Florida
MSA Effective Date September 28, 2012
Order Effective Date The later of the dates beneath the parties’ signatures below
Order Term June 25, 2013 through June 24, 2017
Order Term in Months 51
Currency USD
Total Subscription Fee $1,575,000.00
Payment # Payment Due Date Payment Amount
1 June 25, 2013 (for 6/25/2013-6/24/2014) $0
2 June 25, 2014 (for 6/25/2014-6/24/2015) $315,000.00
3 June 25, 2015 (for 6/25/2015-6/24/2016) $630,000.00
4 June 25, 2016 (for 6/25/2016- 6/24/2017) $630,000.00
Total Subscription Fees $1,575,000.00
SKU Service Permitted FTE Students
WSS Workday Student System
includes the following components, if and when
available:
Student Recruiting
Admissions
Student Records
Academic Advising
Financial Aid
Student Accounts
Student Portfolio
Faculty Portfolio
Student Retention
Institutional Effectiveness
Academic Foundation
28,039
Annual Subscription Fees per Additional FTE Student Fees
6/25/2013-6/24/2014
6/25/2014-6/24/2015
6/25/2015-6/24/2016
6/25/2016-6/24/2017
$0
$14.60
$29.21
$29.21
Number of Named Support Contacts 2
Customer Contact Information Billing Customer Support
Contact Name Patti Barney Patti Barney
Street Address
City/Town, State/Region/County,
Zip/Post Code, Country
111 East Las Olas Blvd., Fort
Lauderdale, FL 33301
111 East Las Olas Blvd., Fort
Lauderdale, FL 33301
Phone/Fax # 954-201-7523 954-201-7523
Email (required) [email protected] [email protected]
