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FY24-00203552Mountain
O-1111581
ORDER FORM
This Order Form together with any Exhibits attached hereto which are hereby incorporated by reference (the “Order Form”) is effective
as of 8 May 2023 (the “Effective Date”) by and between Skillsoft (US) LLC (“Skillsoft”) and City of El Mirage (“Customer”), and by this
reference
this
Order
Form
incorporates
the
Master
License
General
Terms
and
Conditions
available
at
https://www.skillsoft.com/mlatermsandconditions/24may2021 (the “Agreement”). For the avoidance of doubt, pursuant to Section
10.16 of the Agreement, the Agreement may only be modified via a written document executed by both parties.
WHEREAS, Customer desires to use the products and/or services described in this Order Form; and
WHEREAS, Skillsoft is willing to license the products and/or services described in this Order Form to Customer upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Skillsoft and Customer agree as follows:
1. LICENSE DETAILS
START DATE: 8 MAY 2023
END DATE: 7 MAY 2024
START DATE
END DATE
SKILLSOFT PRODUCT
AUTHORIZED AUDIENCE
8 MAY 2023
7 MAY 2024
PERCIPIO TECH & DEV
EXPERT WITH
CODECADEMY
3
DEPLOYMENT METHOD: Percipio
2. LICENSE FEES AND COMMITMENT. Customer’s total commitment hereunder is set forth below and is calculated as follows (the
“Commitment Fee”). In the event there is a license period less than a 12-month term (Stub Period), the 1st annual license fee shall
account for the Stub Period and may be prorated based on the length of term. Applicable state and local taxes are not included in
the totals below and will be calculated as of the date of the invoice(s) issued hereunder:
YEAR/TERM
ANNUAL LICENSE FEES
Y1
USD 537.42
TOTAL
USD 537.42
All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice.
RENEWAL. Upon the End Date of the License Term set forth herein (the “Initial Term”), and unless terminated in accordance with
the Agreement (or as otherwise expressly permitted herein), the subscriptions contained herein shall renew for an additional twelve
(12) month term and shall continue to automatically renew each year thereafter on the anniversary of the Effective Date (each such
renewal, a “Renewal Term”). Either party may opt out of any prospective Renewal Term by notifying the other party in writing at least
sixty (60) days prior to the commencement of such Renewal Term.
During each Renewal Term, Customer shall license the same Skillsoft Products for the same number of Authorized Audience
members that were licensed and paid for (specifically excluding any promotional or free of charge Skillsoft Products and/or Authorized
Audience members, any Skillport products, and/or any “one time” course or platform customization services) as of the End Date of
the preceding Initial Term or Renewal Term, as applicable. For clarification purposes, “one time” course or platform customization
services shall mean the initial work required to perform such customizations, however, ongoing maintenance fees related to such
one-time customizations shall automatically renew.
All license fees payable during any Renewal Term shall be payable annually in advance in accordance with the payment terms set
forth in this Order Form for the Initial Term.
Skillsoft reserves the right, at its sole discretion, to increase the license fees for any Renewal Term by the greater of (i) 3% of the
license fees paid for the then-current license year; or (ii) the increase in the U.S. Consumer Price Index for All Urban Consumers (or
applicable national inflation measure if outside the United States) over the prior twelve months. In the event Skillsoft elects to
implement such a price increase, Skillsoft will notify Customer no less than ninety (90) days prior to the end of the Initial Term or
Renewal Term, as applicable. Such notice may be provided via email, and such notice may be provided in the form of a quote for
the pending Renewal Term showing the pending price increase.
3. ORDER FORM DEFINITIONS. Any term not otherwise defined herein shall have the meaning provided it in the Agreement.
Licensed User shall mean an individual employee of Customer based in the Territory who is authorized by Customer to access the
Skillsoft Products.
Territory shall mean North America, however, if any portion of the Territory is subject to an embargo or other legal restriction imposed
on either party, that portion of the Territory shall be deemed excluded from the definition of “Territory”.
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FY24-00203552Mountain
O-1111581
License Consumption occurs when a member of the Authorized Audience has accessed the Percipio platform (each such person,
a “Licensed User”). Further, once a member of the Authorized Audience has accessed the Percipio platform, that member is
considered to have consumed a license for the Skillsoft Product(s) that have been assigned to that member for the remainder of the
then current annual License Term. Notwithstanding the foregoing, Skillsoft agrees that licenses for terminated employees of Customer
can be exchanged for a new member of the Authorized Audience during an annual term and that usage of the Skillsoft Product(s) by
a terminated employee will not count toward Customer’s License Consumption. The foregoing sentence applies only to full time,
regular employees and shall not apply to contractors or temporary employees of Customer.
Percipio Technology & Developer Expert is a package of selected assets in the area of technology & developer, subject to the
Authorized Audience level. Skillsoft reserves the right to modify, restrict, or update any content contained in the Percipio Technology
& Developer Expert throughout the term of this Agreement.
Percipio shall mean a method for the delivery of and access to the Skillsoft Products whereby Skillsoft shall host the Skillsoft Products
on Skillsoft servers and Customer may obtain access to the Skillsoft Products. Customer may not customize Percipio. Skillsoft shall
provide installation of any maintenance releases and/or new version releases to the Percipio platform at no extra charge to Customer.
The timing of such installations will be at Skillsoft’s discretion. Skillsoft shall maintain backups of customer data for a period of not
more than ninety (90) days. Skillsoft will provide storage for custom content, at no additional cost, as follows: 200 gigabytes of storage
space (Initial Storage Allowance). Customer shall be responsible for monitoring its use of the storage and if Customer exceeds the
Initial Storage Allowance, Customer will be charged at the price per gigabyte of $70.00.
4. ADDITIONAL TERMS.
Notices: Notices shall be sent to the respective addresses of each party as follows:
If to Skillsoft:
Skillsoft (US) LLC
300 Innovative Way
Suite 201
Nashua, NH 03062
Attn: Contracts Dept Admin
Email: contractcopies@skillsoft.com
If to Customer:
City of El Mirage
12428 W. Thunderbird
El Mirage,
AZ,85335
Attn: Tom Bacome
Governing Law and Venue. This Agreement and all disputes hereunder, and the rights and obligations of the parties hereto, shall be
governed by and construed in accordance with the laws of the State of Delaware without reference to its conflicts or choice of law
provisions. All claims, disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of the State of
Delaware, and each party to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts.
RATIFICATION. The terms and conditions of the Agreement shall govern the use of the Skillsoft Products provided hereunder
The authorized representatives of Skillsoft and Customer have executed this Order Form signifying their agreement to its contents.
SKILLSOFT (US) LLC
CITY OF EL MIRAGE
Signature
Print Name
Title
Date
Signature
Print Name
Title
Date
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FY24-00203552Mountain
O-1111581
CUSTOMER INFORMATION EXHIBIT
BILL TO
City of El Mirage
SHIP TO
City of El Mirage
CONTACT
Tom Bacome
CONTACT
Tom Bacome
PHONE
(623) 876-2991
PHONE
(623) 876-2991
E-MAIL
tbacome@elmirageaz.gov
E-MAIL
tbacome@elmirageaz.gov
ADDRESS
12428 W. Thunderbird
ADDRESS
12428 W. Thunderbird
CITY
El Mirage
CITY
El Mirage
STATE
AZ
STATE
AZ
COUNTRY
USA
COUNTRY
US
ZIP CODE
85335
ZIP CODE
85335