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<br /> COde SMART
<br /> Master Services Agreement
<br /> 1. Applicability.Each quotation and/or CODESMART INC. Statement of Work together with this Master Services Agreement("Offer")is
<br /> an offer by CodeSmart Inc. ("CODESMART")to City of Everett("CUSTOMER")to sell to CUSTOMER the professional services
<br /> performed by CODESMART and to enter into the agreement that the offer describes.
<br /> 2. Acceptance.Each Offer shall be deemed accepted upon the terms and conditions of such Offer by CUSTOMER by written
<br /> acknowledgement or by the issuance to CODESMART of a purchase order or other acceptance document.Acceptance is expressly
<br /> limited to these terms and conditions.No purported acceptance of any Offer on terms and conditions which modify,supersede,
<br /> supplement or otherwise alter these terms and conditions,whether contained in CUSTOMER'S purchase order or other acceptance
<br /> document,shall be binding upon CODESMART and such terms and conditions shall be deemed rejected and replaced by these terms
<br /> and conditions unless CUSTOMER's proffered terms or conditions are accepted and physically signed in writing by CODESMART.
<br /> Notwithstanding any contrary provision in CUSTOMER's purchase order or other acceptance document,commencement of work by
<br /> CODESMART shall not constitute acceptance of CUSTOMER's terms and conditions.
<br /> 3. Limited Warranty and Acceptance of Services.The Services will be performed by CODESMART in a manner consistent with good
<br /> practice in the computer services industry.All Service deliverables will be deemed accepted by CUSTOMER if not rejected in a
<br /> reasonably detailed writing within fifteen(15)days of submission to CUSTOMER.In the event the Services are not in conformance
<br /> with this warranty and are rejected as specified above,CODESMART will supply commercially reasonable services to corrector
<br /> replace the work at no charge to the CUSTOMER.THIS IS CUSTOMER's EXCLUSIVE REMEDY FOR BREACH OF WARRANTY relating to
<br /> Services.
<br /> 4. Service Warranty Disclaimer.CODESMART MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO THE Services(other than the
<br /> limited and exclusive warranty provided for Services under Section 3).CODESMART DISCLAIMS ALL OTHER REPRESENTATIONS
<br /> AND WARRANTIES,EXPRESS OR IMPLIED,AS TO THE Services,INCLUDING,WITHOUT LIMITATION,ANY WARRANTY OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br /> 5. Intellectual Property for Services.
<br /> (a) Upon payment in full for all charges under this Agreement,CODESMART will grant CUSTOMER such rights,title,and
<br /> interest it may own to the software and documentation developed by CODESMART specifically for CUSTOMER under this
<br /> Agreement subject to the following limitation.CODESMART retains a world-wide,unlimited,perpetual and royalty free
<br /> right to(i)copy and use the software and documentation internally for any purpose;(ii)copy and distribute to third
<br /> parties software which performs a general utility function;and(Hi)use for any purpose any concepts,ideas,or techniques
<br /> resulting from the development of the software and documentation by CODESMART.
<br /> (b) CODESMART grants to CUSTOMER all right,title,and interest in the software and documentation that is an enhancement
<br /> to or modification of existing software or documentation on all of the CUSTOMER's computer systems.
<br /> (c) Any CODESMART software,equipment or consulting,programming,or management tools which may be furnished or
<br /> utilized by CODESMART in the performance of these services shall remain the property of CODESMART and shall be
<br /> immediately returned to CODESMART,upon its request or upon completion of the Services.
<br /> 6. Service Work Assignments.CODESMART retains the right to assign such personnel,including subcontractors,as it deems
<br /> appropriate to the performance of Services under the Agreement.
<br /> 7. CUSTOMER Coordination for Services.CUSTOMER will provide a primary point of contact and make available all technical matter,
<br /> data,information,operating supplies,and computer system(s),as reasonably required by CODESMART.CODESMART will assign a
<br /> primary contact person for the Services.
<br /> 8. Price and Payment.The prices in this Agreement are exclusive of all applicable taxes,duties,licenses,and tariffs levied upon the
<br /> sale,purchase or delivery of the Services which remain the CUSTOMER's obligation.Prices quoted are firm for thirty(30)days
<br /> following the quote unless otherwise provided on the Offer.Except for COD accounts that are due on delivery,payment is due thirty
<br /> (30)days from the date of the invoice which will be after the services has been received and accepted by the City.All payments will
<br /> be made in US currency.Out of pocket expenses will be charged as incurred.Unless expressly provided to the contrary,items
<br /> designated by CODESMART as estimates are estimates only and are not binding commitments.CUSTOMER will pay interest in the
<br /> amount of one and one half percent(1.5%)per month,or the maximum allowed by law whichever is lower,on any outstanding
<br /> balance owed.
<br /> 9. Confidential Information.
<br /> (a) For the purposes of this Agreement,the following are Confidential Information:_any source code or source code
<br /> documentation supplied to City of Everett,documented future product plans or business organization planning,price lists
<br /> and pricing schemes.CODESMART acknowledges and agrees that this Agreement,work orders,service orders and similar
<br /> documents stating work to be done for the CUSTOMER,pricing,and agreement terms and conditions are never
<br /> confidential. All of these may be posted on the City of Everett's public website without notice to CODESMART.
<br /> (b) CODESMART acknowledges that the CUSTOMER is subject to the Washington Public Records Act,chapter 42.56 RCW and
<br /> other Washington statutes related to open government(collectively,the"Act"). If the CUSTOMER receives a records
<br /> request under the Act that requests any Confidential Information,then the CUSTOMER shall give reasonable written
<br /> notice to CODESMART.The CUSTOMER has no obligation to provide such notice for anything that is not Confidential
<br /> Information. If CODESMART desires that the Confidential Information not be disclosed,CODESMART shall commence an
<br /> action in Snohomish County Superior Court before the disclosure date. Notwithstanding anything to the contrary in the
<br /> the Agreement,the CUSTOMER has no liability whatsoever to CODESMART the disclosure of any record when that
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