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Agreement Ascentis
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2019
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12. December
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2019-12-17 10:00 AM - Commissioners' Agenda
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Agreement Ascentis
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Entry Properties
Last modified
1/29/2020 10:24:42 AM
Creation date
1/29/2020 10:23:46 AM
Metadata
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Template:
Meeting
Date
12/17/2019
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Alpha Order
g
Item
Request to Approve and Authorize the Chairman to Sign the Ascentis Corporation Master Services Agreement and Master Customer Agreement (Statement of Work) with DataPro to upgrade Kittitas County’s Time and Attendance Software for January 1, 2020 through December 31, 2022
Order
7
Placement
Consent Agenda
Row ID
58634
Type
Agreement
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DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501D979EB000 <br />14, Publicity. Upon execution of this Agreement, Ascentis may use Client's name and logo on its website, <br />marketing materials, and in its client lists. Neither Party may issue a press release regarding the existence or terms <br />of this Agreement, nor any services or subsequent work performed hereunder, without first obtaining written <br />approval of the other Party (which approval shall not be unreasonably withheld). <br />15. Third P_ar4y Providers. The Services may enable Client to actress and use other products or services not <br />provided directly by Ascentis. Such third -party products or services May be provided to Client by third party <br />Providers pursuant to a separate agreement between Client and tlxe third -parry provider. Any exchange of data or <br />other interaction between Client and a third -party provider, and any purchase by Client of any product or service <br />offered by a third -party provider, is solely between Client and the third -party provider. Client uses such third -party <br />products or services at its own risk and Ascentis is not responsible for such third -party products or services or the <br />actions or inactions of any third -party product or service providers, or the handling of Client`s data once Ascentis <br />transmits it to a third -party provider pursuant to Client's instructions. <br />16. Non -Solicitation,. During the Term of this Agreement and for a period of one ( l) year thereafter, each Party <br />agrees that it will not, directly or indirectly, solicit, recruit or hire any of tilt employees of the other Party or <br />otherwise induce such employees to terminate their employment with the other Party, However, noticing contained <br />herein shall preclude the hiring of any such employees who: (i) respond to a general solicitation of employment <br />through an advertisement not specifically targeted at the other party or its employees, or (ii) are referred to a Party <br />by search firms, employment agencies, or other similar entities, provided that such entities have not been <br />specifically instructed to solicit employees of the other Party, <br />17. Gene1W. This Agreement is made in and shall be governed by the laws of the State of Minnesota, without <br />regard to the choice of law principles of any jurisdiction. Exclusive jurisdiction and venue shall be in the federal <br />acrd state courts situated in Hennepin County, Minnesota, and each Parry waives sny objection to the adjudication <br />of disputes in that forum. Except for actions for non-payment or breach of Ascentis' proprietary rights in the <br />Services, no action, regardless of form, arising out of this Agreement may be brought by either Party more than one <br />year after the cause of action accrued. This Agreement, including and together with any related Order Forms, SOWS, <br />Exhibits, and the Services Descriptions constitutes the entire agreement between the Panties regarding use of the <br />Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, <br />concerning its subject matter, Nothing in this Agreement is meant to create or creates any rights, obligations, or <br />benefits directly or indirectly to any party not a signatory of this Agreement. The sole relationship between the <br />Parties is that of independent contractors. Ascentis is not liable for any delay or failure to perform due to causes <br />beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having <br />competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts <br />and provisions of this .Agreement, which shall remain in full force and effect. No waiver of any terra of this <br />Agreement shall be deemed a further or continuing waiver of such term or any other term. Except for an Order <br />Form or SOW executed by both Parties, na purchase order or other ordering document that purports to modify or <br />supplement the printed text of this Agreement shall acid to or vary the terms of this Agreement; any such ordering <br />document shall be considered a purely administrative document on Client's behalf and shall not modify this <br />Agreement in any way. Except as otherwise specifically stated herein, remedies shall be cumulative And there shall <br />be no obligation to exercise a particular remedy. The headings in this Agreement are for reference only and shall <br />not affect the interpretation of this Agreement. This Agreement may be executed in two or more counterparts, each <br />of which shall be deemed to be an original as against any Party whose signature appears thereon, but all of which <br />together shall constitute but one and the same 'instrument. Signatures to this Agreement transmitted by facsimile, <br />by electronic mail in "portable document format„ (" pdf ), or by any other electronic means will have the same <br />effect as physical delivery of the paper document bearing the original signature, <br />Ascends MSA v.020418 Page 5 of 6 <br />
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