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PLATFORM MIGRATION ADDENDUM <br />(MSA) <br />THIS PLATFORM MIGRATION ADDENDUM Addendum _____________ <br />Effective Date Critical Insight, Inc.CI <br />________________________________Company certain aspects of the Services under <br />the Master Services Agreement and related Statement of Services executed by the parties, including any <br />amendments, modifications and attachments to any of the foregoing Agreement <br />Capitalized terms not otherwise defined in this Addendum shall have the meaning assigned to them in the <br />Agreement. <br />A. CI has obtained access to the use of certain third-party software and solutions (together, <br />Additional Solutions ) from third parties (together, Third Party Providers ) to support and extend certain <br />features of the Services, thereby broadening and deepening Service capabilities and feature sets available <br />; and <br />B. CI desires to integrate the Additional Solutions into the Services CI performs on behalf of <br />Company, and Company desires to obtain the benefit of the Services, as enhanced by the Additional <br />Solutions, all as provided in this Addendum. <br />NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which <br />are hereby acknowledged, CI and Company agree as follows: <br />1. Definitions. <br />a.CI Assets Section 1.c. of the Agreement is deleted in its <br />entirety and replaced with the following: <br />b. The definition of CI Programs in Section 1.e. of the Master Services Agreement <br />is deleted in its entirety and replaced with the following CI Programs means the Critical Insight® <br />monitoring software programs and applications, Additional Solutions, designs, inventions, source code, <br />tools, patches, updates and new versions to any of the foregoing, <br />passwords and portals licensed to Customer by CI as part of the CI Products but excludes custom programs, <br />if any, developed by CI for Customer. <br />2. Indemnification. The indemnification obligations of CI pursuant to Section 10 of the <br />Agreement shall apply to the CI Programs as defined in this Addendum. <br />3. Third Party Provider Rights. The Third Party Providers of the Additional Solutions shall <br />be entitled to rely upon, shall each be an express beneficiary of, and shall be entitled to enforce, the <br />provisions of the Agreement, including without limitation, Sections 9, 10, 13, 14 and 16. <br />4. Integration. Except as modified by this Addendum, the terms and conditions of the <br />Agreement remain in full force and effect. Upon execution of this Add s <br />the Agreement, as modified by this Addendum. <br />[SIGNATURE PAGE FOLLOWS] <br />Date signed <br />City of Everett