WalkMe Agreement

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CITY OF CHANDLER SOFTWARE AS A SERVICE AGREEMENT 
DIGITAL ADOPTION PLATFORM 
CITY OF CHANDLER AGREEMENT NO. 4506 
 
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and WalkMe, Inc., a Delaware corporation (Contractor), (City and Contractor 
may individually be referred to as Party and collectively referred to as Parties) and made  
 
 , 2022 
(Effective Date). 
RECITALS 
A. City proposes to purchase a subscription for a digital adoption platform as more fully described in Exhibit 
A, which is attached to and made a part of this Agreement by this reference.  
B. Contractor is ready, willing, and able to provide the services described in Exhibit A for the compensation 
and fees set forth therein. 
C. City desires to contract with the Contractor to provide these services under the terms and conditions set 
forth in this Agreement. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the mutual agreements below, and intending to be legally bound, 
the Parties agree: 
 
1.0 DEFINITIONS. 
 
The following definitions apply to the parties’ Services Agreement. 
 
A.R.S. means Arizona Revised Statutes, as amended.  
 
Access Information means any information relating to City, its Resellers and/or End Users' use of the 
Services, including without limitation, (a) navigational information, including usage of hyperlinks within or 
available through the Services; (b) transactional or processing information, including billing information 
and method of payment; and/or (c) Internet or I/P addresses, demographic information (like age, 
profession, or gender), domain names, computer type, browser types, and other anonymous statistical 
data arising from such use of the Services and access to the Facilities. 
 
Agreement means this legal agreement executed between the City and the Contractor  
 
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Affiliate means with respect to any person or entity, any other person or entity that directly or indirectly 
controls, is controlled by, or is under common control with the specified person or entity, and for the 
purposes of this definition “control” of an entity means the ownership of 50% of the outstanding shares or 
other equity interests in such entity, or the right to elect or appoint a majority of the board of directors or 
governing body of such entity. 
 
Base Programs means each version of a computer program used by Contractor to perform the Services, 
including the object code and source code, and all Upgrades, Documentation, workarounds, error-
corrections, patches, and bug fixes. 
 
City means the City of Chandler, Arizona. 
 
City Confidential Information means: (a) all information related to the business of City and any of its City’s 
and other third parties, to which Contractor has access, whether in oral, written, graphic or machine-
readable form, in the course of or in connection with this Agreement; (b) all notes, analyses and studies 
prepared by Contractor or any of its Representatives, during the term of this Agreement or anytime 
thereafter, incorporating any of the information described in this Section 3; (c) the Access Information; and 
(d) the City Data. 
 
City Data means all Confidential Information, all personal data and any other information relating to the 
employees, City or customers of City, or End Users or relating to the businesses of City or its Affiliates, 
including third party information, operations, facilities, products, services and markets, all as and to the 
extent provided to or obtained by Contractor or its Representatives from City, Resellers, or End Users, or 
derived from any of the foregoing. Usage data of End Users who are customers of City shall be considered 
City Data. City Data includes any such information in any form (tangible or electronic), regardless of the 
form or method by which such information is created, stored, maintained or communicated, and includes 
all data maintained by Contractor for City. Unless otherwise indicated, City Data includes all Access 
Information. 
 
Contractor means the person or business organization named in the Agreement. 
 
 Crisis means an extraordinary event affecting Contractor that requires emergency response measures to 
be taken, including any event that may result in the Services, Software or Facilities becoming unavailable 
for a significant amount of time. 
 
Confidential Information means City Confidential Information and/or Contractor Confidential Information, 
as the context may require. 
 
Custom Software means the modifications and enhancements to the Software Programs and new 
computer programs, including application program interfaces, developed from time to time by Contractor 
for the exclusive use of City. 
 
Days means calendar days. 
 
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Documentation means the user, operations and training manuals, marketing materials, proposals, and 
responses to requests for information or proposals pertaining to the Services or the Software Programs, 
as well as any specifications reviewed by City, concerning the relevant Software licensed hereunder. 
 
End User means any person or entity that is authorized by the City to and receives and uses the Services. 
 
Error means any error in the code of any Software Programs which prevents such Software Programs from 
operating in accordance with the relevant Documentation. 
 
Exit Plan means the plan set forth in Exhibit F hereto. 
 
Facilities means the hardware, application software, operating system software, firmware, networks, 
communication devices and lines and all other equipment, software, devices and related materials 
provided by or used by Contractor to host the Software Programs and provide the Services. Unless 
otherwise indicated, the Facilities shall be construed to include the Software Programs. 
 
Implementation Date means the implementation date set forth in an applicable Order Form for the 
respective Services. 
 
Intellectual Property Rights means all: (a) patents, patent applications, patent disclosures and inventions 
(whether patentable or not), (b) copyrights and copyrightable works (including computer programs) and 
registrations and applications therefor, (c) semiconductor chip “mask” works, and registrations and 
applications for registration thereof, (d) trade secrets, know-how and other confidential information, (e) 
unregistered and registered design rights and any applications for registration thereof, (f) database rights, 
and (g) all other forms of intellectual property, including waivable or assignable rights of publicity or moral 
rights, and any right to bring suit or collect damages for the infringement, misappropriation or violation of 
the foregoing, anywhere in the world. For purposes of the IP License, the Intellectual Property Rights shall 
be construed to include all Intellectual Property Rights of Contractor and its Affiliates existing on the date 
of grant of the IP License, plus all Intellectual Property Rights of Contractor and its Affiliates subsequently 
developed or acquired by Contractor or its Affiliates through the time of the occurrence of an Interruption. 
 
Interruption means any material, or continuing, or repeated suspension or interruption in the supply of 
the Services by or on behalf of Contractor to City, the Resellers, or End Users, or any other material, or 
continuing, or repeated failure of Contractor to meet its obligations under this Agreement in regard to the 
Services, whether resulting from breach, termination, partial or complete cessation of business, disruption 
of business, bankruptcy or other insolvency proceedings, or otherwise, or termination of this Agreement. 
 
Licensed Materials means all engineering, testing and design documentation, schematics, source code, and 
other materials necessary for City or its Representatives to exercise the IP License. 
 
May or Should means something that is not mandatory but is permissible. 
 
  On Premises Equipment means Facilities provided by Contractor to City, Resellers, or End Users of the 
Services for receiving, managing, maintaining or using the Services. 
 
Contractor Confidential Information means Contractor nonpublic financial information. 
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Reseller(s) means one or more independent sales or support companies engaged to sell, support or 
implement the Services to End Users. 
 
Representatives means each party's officers, directors, employees, consultants, attorneys, accountants, 
agents and independent subcontractors (and their employees) and other representatives. 
 
Shall, Will, or Must means a mandatory requirement. 
 
Software Programs means the Base Programs and Custom Programs. 
 
Upgrades has the meaning stated in Exhibit A. 
 
2.0 SERVICES 
 
2.1 Services under Order Forms. Subject to the terms and conditions in this Agreement including 
payment of applicable fees, Contractor will perform and deliver Services described in this Agreement and 
any Order Forms hereto, in accordance with the milestones, delivery dates, specifications and 
requirements as set forth herein. 
 
2.2 Grant of License, On Premises Equipment. Contractor hereby grants City and its respective 
Representatives a nonexclusive, nontransferable, non-sublicensable, worldwide license to access and use 
the Services. Other than the rights expressly specified in this Agreement and in an applicable Order Form, 
no other right or interest whatsoever is granted to City in connection with the Service or to the solutions 
to which it provides access. Without limiting the foregoing, City may not: (i) use the Service for purposes 
other than the purposes for which it is intended as defined in this Agreement and/or the applicable Order 
Form; (ii) rent, lease, lend, sell, sublicense, assign, distribute, or transfer in whole or in part the right to use 
the Service or any part thereof; (iii) bypass or breach any security device or protection used by the Service; 
(iv) input, upload, transmit, or otherwise provide to or through the Service any information or materials 
that are unlawful or injurious, or that contain, transmit, or activate any harmful code; (v) use the Service in 
any illegal manner or in any way that infringes the right of any third party. In addition, in the event the 
Order Form limits the usage to a certain number of End Users, City shall ensure that the quantity of End 
Users who may access and use (“Active Use”) the Service in any given calendar month, will not exceed the 
quantity set forth in the Order Form.  City will be solely responsible to obtain the authorizations, licenses 
and consents, if and as required by any applicable law, to make the Service available to the End Users. "End 
User(s)" or “Active User” means individual(s) for whom the Subscription Services load. In addition to any 
other undertaking or responsibility of City as set forth in this Agreement, any applicable Order Form, SLA 
or an exhibit hereto or thereto, City shall be solely responsible and liable for, and in connection with: (i) the 
manner in which City and the End Users use the Service (ii) City Content, including without limitation City's 
rights to use such Content in connection with the Service; (iii) information, data or other Content provided 
by End Users; and/or (iv) compliance by City with any and all applicable laws and with third parties' rights  
in connection with the foregoing. 
 
2.3 Reports. On a quarterly basis or more frequently as may be specified in a Order Form, Contractor will 
provide to City a written report summarizing Contractor's performance of the Services with respect to all 
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metrics and categories of description set forth in a mutually agreed upon applicable Order Form, and any 
other information reasonably requested by City. 
 
2.4 Services Audit. City may on 30 days' notice no more than once per year conduct audits and reviews of 
the relevant books and records on Contractor's premises with respect to the Services. 
 
2.5 Activation and Installation. Unless otherwise stated in the applicable Order Form, construction, 
maintenance and operation of the Facilities, and activation and performance of the Services are and shall 
be the responsibility of Contractor. 
 
2.6 City Data. Notwithstanding any other provision in this Agreement or Order Forms, Contractor shall 
make all City Data (complete and unaltered) available at any time to City, in a format reasonably requested 
by City, at no additional charge. As between the parties, City Data shall be and remain the property of City. 
Contractor shall use the City Data solely to perform Contractor's obligations under the Services Agreement 
and this Agreement. Except as expressly permitted in this Agreement, Contractor shall not sell, assign, 
lease, disseminate, or otherwise dispose of the City Data or any part thereof to any other person, nor shall 
Contractor commercially exploit any part of the City Data. Contractor shall not possess or assert any 
property interest in or any lien or other right against or to any City Data. 
 
2.7 City Affiliates. City's rights under the Services Agreement and this Agreement may be exercised by 
and for the benefit of City and, as applicable, End Users, and their respective Affiliates, subject to the usage 
metrics and limitations in the applicable ordering Order Form. For this purpose, “Affiliates” may include 
any person or organization that is party to any Business Collaboration with City or its other Affiliates. 
“Business Collaboration” means any strategic alliance, partnership, joint venture, broker-dealer, sales 
representative, investment advisor, or other marketing or business arrangement between City or its other 
Affiliates and any such person or organization through which City or such Affiliates derive revenue or profit 
or conduct business involving financial services. 
 
2.8 
City 
Systems 
and 
Data 
Located 
Within 
U.S.; 
Offshore 
Performance 
of 
Work 
Prohibited.  Contractor will ensure all City systems and data related to this Agreement are located within 
the United States. In addition, any Services that are described in the scope of work that directly serve the 
City and may involve access to secure or sensitive data or personal client data or development or 
modification of software for the City must be performed within the borders of the United 
States.  Notwithstanding anything to the contrary, and unless stated otherwise in the scope of work, 
this performance of work requirement does not apply to: (1) indirect or "overhead" services; (2) customer 
and technical support; (3) services that are incidental to the performance of this Agreement; (4) countries 
that are party to the Budapest Convention on Cybercrime (https://www.coe.int/en/web/cybercrime/the-
budapest-convention); or (5) countries that have direct cybersecurity and cybercrime treaties or 
agreements with the United States. To determine Contractor’s compliance with this section, Contractor will 
provide City within 90 days of the Effective Date a list of all countries where work involving City data and 
systems is performed. In addition, Contractor will provide City with a new list of countries within 90 days 
of any change to this information.  
 
3. BACKUP IP LICENSE 
 
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3.1 Sufficiency of Intellectual Property; Further Assurances. Contractor represents and warrants that 
the IP License and the Intellectual Property Rights licensed to City hereunder are and will be sufficient for 
City or its Representatives to access and use the Services for present and future End Users, without 
infringement of Intellectual Property Rights owned or held by others. Promptly upon request by City, 
Contractor shall, at its expense, sign and deliver such further agreements, certificates and other documents 
and give City such other assistance as City may reasonably require to evidence more fully and give full and 
proper effect to the IP License. To the extent that Contractor or its Affiliates' Intellectual Property Rights 
include any U.S. patents or copyrights that are owned by third-party licensors, Contractor will at City's 
request, provide City with written confirmation from such third-party owner that such owner will give effect 
to the terms of Section 3.1 without any further condition, payment or other obligation. The IP License and 
the terms of Section 3.1 shall not be impaired or diminished by the occurrence or continuance of any 
breach of this or any other agreement between the Parties, any lack of capacity or authority, any 
reorganization, liquidation, dissolution, merger, or consolidation of either Party, or any other change of 
circumstances of either Party. 
 
4. NON-DISCLOSURE  
 
4.1 Restrictions. Each party, as recipient of the other party's Confidential Information, will receive, hold 
and protect in confidence the Confidential Information of the other party. The receiving party may disclose 
the Confidential Information of the disclosing party to its Representatives who have a need to know such 
Confidential Information solely in connection with this Agreement. The receiving party will cause such 
Representatives to comply with this Agreement and will assume full responsibility for any breach of this 
Agreement by any such Representatives. The receiving party will not transfer or disclose any Confidential 
Information of the disclosing party to any third party without the disclosing party's prior written permission 
and without such third party having a contractual obligation (consistent with this Section 4 (“Non-
Disclosure”) to keep such Confidential Information confidential. The receiving party will not use any 
Confidential Information of the disclosing party for any purpose other than in connection with this 
Agreement. Notwithstanding any confidentiality restrictions set forth herein, City may disclose Contractor 
Confidential Information to third parties in connection with such third party's provision of software or 
services to City. Such disclosures will be made under an obligation of confidentiality limiting the use of such 
Confidential Information by such third parties to the provision of services to City. 
 
4.2 Exclusions. Confidential Information will not include information that: (i) is in the public domain at the 
time of disclosure; (ii) was in the possession of or demonstrably known by the receiving party prior to its 
receipt from the disclosing party without restriction on its use or disclosure; (iii) is independently developed 
by the receiving party without use of or reference to or reliance on the disclosing party's Confidential 
Information; or (iv) becomes known by the receiving party from a source other than the disclosing party 
without breach of this Agreement and is not subject to an obligation of confidentiality. Notwithstanding 
anything to the contrary, City may disclose Contractor Confidential Information as required to satisfy any 
request by any governmental or regulatory body. 
 
4.3 Legal Requirements. If the receiving party is requested or required to disclose any of the disclosing 
party's Confidential Information under a subpoena, court order, statute, law, rule, regulation or other 
similar requirement (a “Legal Requirement”), the receiving party will, to the extent not precluded by law, 
provide prompt notice of such Legal Requirement to the disclosing party so the disclosing party may seek 
an appropriate protective order or other appropriate remedy or waive compliance with the provisions of 
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this Agreement. If the disclosing party is not successful in obtaining a protective order or other appropriate 
remedy and the receiving party is, in the reasonable opinion of its counsel, legally compelled to disclose 
such Confidential Information, or if the disclosing party waives compliance with the provisions of this 
Agreement in writing, the receiving party may disclose, without liability hereunder, such Confidential 
Information in accordance with, but solely to the extent necessary, in the reasonable opinion of its counsel, 
to comply with the Legal Requirement. 
 
4.4 Disposition of Confidential Information on Termination or Expiration. Upon termination or 
expiration of the Services Agreement and this Agreement or upon the disclosing party's written request 
and where practicable, the receiving party will return to the disclosing party all copies of Confidential 
Information already in the receiving party's possession or within its control. Following its return, and upon 
notice from the disclosing party, and unless otherwise required by law, the receiving party must destroy 
such Confidential Information using means to protect against unauthorized access to or use of the 
information, including, where appropriate, burning, shredding, or pulverizing such information, or by 
taking such other means as to assure that such information will not be recoverable following its disposal. 
In such case an officer of the receiving party will certify in writing to the disclosing party that all such 
Confidential Information has been so destroyed. Notwithstanding the foregoing, the receiving party may 
retain copies of such Confidential Information as required by applicable law, and, to the extent such copies 
are electronically stored in accordance with the receiving party's retention or back-up policies or 
procedures (including, without limitation, those regarding electronic communication), so long as such 
Confidential Information is kept confidential as required under this Agreement. 
 
4.5 Privacy. For all City Information collected, stored or processed by Contractor, Contractor shall: (a) 
maintain commercially reasonable safeguards designed to protect against destruction, loss, alteration of 
or unauthorized access to such City Information; and (b) not, without City's prior approval, modify or 
discontinue any such safeguards without comparable or better replacement safeguards. Contractor 
acknowledges the sensitivity and confidentiality of personally identified information which may be 
contained in the City Information and the applicability of the Gramm-Leach-Bliley Act and/or other 
applicable privacy laws, regulations and guidelines (“Privacy Laws”). Contractor agrees to comply with all 
applicable legal and contractual requirements relating to the privacy and confidentiality of personally 
identified information applicable to Contractor in the performance of its obligations under this Agreement. 
 
5. SECURITY 
 
5.1 Security. Contractor represents and warrants that it shall at all times adhere to and comply with, in all 
material respects, the minimum security standards to ensure that there is no unauthorized access to or 
use of City information described in this Section, which security standards may be mutually amended by 
the parties from time to time (the “Security Standards”). 
 
5.2 Security Standards. Contractor will use commercially reasonable efforts designed to prevent 
unauthorized access to restricted areas of its servers and any databases or other material generated from 
or used in conjunction with the Service. Contractor will respond immediately to remedy any known security 
incidents or breaches. 
 
(a) External Segment Security. Contractor's external connections to the Internet will have appropriate 
security measures and controls applied to its systems and will include an Intrusion Detection System (IDS) 
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that will monitor all inbound and outbound communications and information. The IDS is intended to 
detect, record, alert, and terminate unauthorized activity. 
 
(b) Web Site Segment Security. All Internet accessible systems will reside behind Firewalls. The Firewalls 
will enforce secure access between all Web servers and the Internet. The Firewalls will allow only specific 
types of data to pass from the Internet to the systems on the Web Segment. An IDS device is used to scan 
all data that passes within the Web Server segment and will detect, report and terminate any unauthorized 
activity prior to it reaching the Web Servers. 
 
(c) Internal Network Segment Security. All data entering the Service's internal data network from any 
external source (Web Segment and Internet) must pass through Firewalls. The Firewalls will enforce secure 
connections between internal and external systems and will only allow specific types of data to pass 
through. Access to customer data by Contractor employees will be limited to authorized personnel only. 
All Contractor employees will follow the security policies regarding access and use of internal systems. 
 
(d) Physical Site Security. All systems containing customer or company related data will be contained in 
locked data cabinets and will reside in a secure Data Center. Only authorized personnel will have access to 
the Data Center and/or Operations area via an internal security system. The entire physical facility, internal 
and external, will be monitored 24/7/365.  
 
(e) General Data Security and Network Monitoring. All printed documents containing customer, 
confidential, financial, or sensitive information that is no longer needed will be shredded. Any printed 
material of this nature that is retained will be secured in cabinets. All data backups will be locked and secure 
both on-site and off-site as documented in the Security Policy Document and the Backup/Disaster Recovery 
Guide. Contractor will actively monitor the IDS systems, Local Area Network/Wide Area Network, 
(LAN/WAN) equipment and all critical servers. Encryption techniques will be used for data transmissions 
where applicable. 
 
(f) Assessments. City reserves the right to conduct risk assessments, vulnerability assessments, black box 
penetration tests or hire a third party to conduct risk assessments, vulnerability assessments, and black-
box penetration tests of the Contractor’s environment no more than once annually. Contractor will be 
alerted in advance and arrangements made for an agreeable time. Contractor shall respond to all Critical, 
High, and Medium severity vulnerabilities discovered by providing an acceptable timeframe to resolve the 
issue and/or implement compensating control(s). 
 
(g) Audit Logging. Contractor will provide to the City system, audit, and other logs required by the City 
from the Contractor’s environment and service offering upon request.  
 
(h) StateRAMP Authorization. Contractors who will be storing, processing, and/or transmitting City data 
in external, non-City environments (Cloud), are required to attain verified StateRAMP (www.stateramp.org) 
Ready status for the cloud products the City will be utilizing in order to be considered for contract award.  
WalkMe currently is scheduled to be StateRamp ready by the second half of 2022.  Contractors will be 
required to attain verified StateRAMP Authorized or City approved StateRAMP Provisional status, at the 
security category level required by the City, before receiving production City data. Contractor will be 
required to maintain StateRAMP authorization at the required category level throughout the contract term 
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and partnership with the City. The City will provide StateRAMP sponsorship to Contractor for the purpose 
of this contract engagement. 
 
5.3 Updates to Security Standards. If a change or addition to the Security Standards is required by law 
applicable to Contractor’s services, rule, regulation, order, judgment or decree, Contractor shall comply 
with such amended Security Standards as soon as possible but in no event later than the time period for 
compliance indicated in such law, rule, regulation, order, judgment or decree. In the event Contractor 
adopts changes to the Security Standards, Contractor will provide the Services in accordance with such 
new Security Standards; provided that if such new Security Standards are of a level which is less than the 
level of the Security Standards previously required by this Agreement, and if City does not agree with such 
new Security Standards, City may terminate and this Agreement upon written notice to Contractor. If City 
accepts such new security standards, such new security standards shall be deemed to be “Security 
Standards” for purposes of this Agreement. 
 
5.4 Security and Supervision. Contractor's personnel, when on City's premises or accessing City's 
networks or providing maintenance services hereunder, will comply with all of City's security, supervision, 
and other standard procedures applicable to such personnel, including, if applicable, City's Internet and 
Electronic Communications Usage Policy. 
 
5.5 Audit. In the event the Contractor does not meet StateRamp Certification in accordance with 
5.2(h), then Section 5.5 Audit would go into effect. City reserves the right to conduct, either itself or 
through a third-party independent contractor selected by City at City's expense, a review of Contractor's 
architecture and procedures used in connection with the Services and the Software Programs. Such audit 
and review shall be conducted upon City's reasonable request no more than once per year. After 
conducting an audit, City shall be entitled to notify Contractor of the manner in which Contractor does not 
comply with any of the security, confidentiality or privacy obligations herein, if applicable. Upon such notice, 
Contractor shall use commercially reasonable efforts to make any necessary changes designed to achieve 
compliance with such obligations. If Contractor is unable to remedy the defects or deficiencies causing its 
noncompliance with any obligation, City may terminate this Agreement upon written notice to Contractor. 
Any audits described in this Section shall be conducted during reasonable times and upon reasonable 
advance notice to Contractor and shall be of reasonable duration and shall not unreasonably interfere with 
Contractor's day-to-day operations. Further, City shall not conduct an audit more than once per year unless 
City determines in its reasonable discretion that additional audits are necessary. In the event that City 
conducts an audit through a third-party independent contractor, such independent contractor shall be 
required to enter into a non-disclosure agreement containing confidentiality provisions substantially 
similar to those set forth herein to protect Contractor's proprietary information. In addition to and not in 
lieu of City's rights to conduct an audit as described in this Section, once per year during the term of this 
Agreement, Contractor will provide City with a written certification that Contractor has tested its 
architecture, systems and procedures and that it is in full compliance with the security, confidentiality and 
privacy obligations herein. Such certification shall be signed by an officer of Contractor. 
 
5.6 Information Security Incident Management. Contractor must adhere to a formally documented 
incident management process, must cooperate with City personnel in the diagnosis, investigation and 
response of any security incidents or faults that impact City data. Contractor must notify the City within 48 
hours of, detection or confirmation of a breach or unauthorized access to City information that is hosted, 
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stored, processed, or transmitted by the Contractor. Notification will be made using City provided email 
and phone as identified in the Notices section of this contract. 
 
5.7 Business Continuity and Disaster Recovery Management. Contractor must have business continuity 
and disaster recovery plans and processes in place to designed with the goal that the service for the City is 
adequately maintained in the event of any negative impact on the Contractor´s service. Contractor will 
regularly backup City data and retain such City backup data copies according to City data retention 
requirements or otherwise provide backup data to the City. 
 
5.8 Applicable Laws and Regulations. Contractor will comply, and assist City to comply with, any of the 
following State and Federal laws and regulations that are applicable to the provision of services by 
Contractor: 
Federal Information Security Modernization Act of 2014 (FISMA): 
https://csrc.nist.gov/topics/laws-and-regulations/laws/fisma 
● OMB Circular A-130: 
https://www.federalregister.gov/documents/2016/07/28/2016-17872/revision-of-omb-circular-n 
o-a-130-managing-information-as-a-strategic-resource 
● National Cyber Strategy of the United States of America: 
https://www.cisa.gov/executive-order-strengthening-cybersecurity-federal-networks-and-critical 
-infrastructure 
● Health Insurance Portability and Accountability Act (HIPAA) including Business Associate 
Agreement/ Health Information Technology for Economic and Clinical Health Act (HITECH): 
https://www.hhs.gov/hipaa/index.html 
● Tax Information Security Guidelines For Federal, State and Local Agencies: Safeguards for 
Protecting Federal Tax Returns and Return Information (IRS Publication 1075): 
https://www.irs.gov/pub/irs-pdf/p1075.pdf 
● Criminal Justice Information Services Security Policy (CJIS) 
https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center 
● Centers for Medicare & Medicaid Services (CMS), Minimum Acceptable Risk Standards for 
Exchanges (MARS-E) 
https://www.cms.gov/CCIIO/Resources/Regulations-and-Guidance/Downloads/2-MARS-E-v2-0- 
Minimum-Acceptable-Risk-Standards-for-Exchanges-11102015.pdf 
● A.R.S. 18-551 - Definitions Information Security Including PII: 
https://www.azleg.gov/ars/18/00551.htm 
● A.R.S. 18-552 - Notification of security system breaches; requirements; enforcement; civil 
penalty; preemption; exceptions: https://www.azleg.gov/ars/18/00552.htm 
● State of Arizona statewide policies, standards and procedures: 
https://aset.az.gov/resources/policies-standards-and-procedures 
● SIPC Memorandum of Understanding (MOU): https://www.sipc.org/about-sipc/ 
● State Environmental policies: https://azdeq.gov/LawsAndRules 
● Family Education Rights Privacy Act (FERPA): 
https://www2.ed.gov/policy/gen/guid/fpco/ferpa/students.html 
● Driver’s Privacy Protection Act (DPPA): 
https://azdot.gov/motor-vehicles/driver-services/driver-license-information/motor-vehicle-recor 
ds 
● State of Arizona Library, Archives and Public Records, Records Management Division, General 
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RETENTION Schedules https://azlibrary.gov/arm/policies 
● Payment Card Industry (PCI) Security Standards including but not limited to Supplemental 
Documents, Information Supplements and Validation Requirements: 
https://www.pcisecuritystandards.org/ 
 
6. FEES AND OTHER PAYMENTS 
 
6.1 Fees. Notwithstanding anything to the contrary in any Order Form, no Fees will be due or owed, with 
respect to any Services unless and until: (i) the parties agree to a Order Form covering such Services, and 
(ii) City receives an invoice for the relevant Fees. 
 
6.2 Price Protection. Fees for recurring Services, if any, may be increased only on an annual basis upon at 
least sixty (60) days written notice before any annual renewal of such Services. The percentage of any such 
increase will not exceed three percent (3%) per such increase per annum. 
 
6.3 Taxes. Contractor shall be responsible for the payment of all sales, use or similar taxes applicable to 
the purchase by Contractor of any materials and components used in the manufacture or assembly of any 
Products. City, the Resellers or End Users, as applicable, shall be responsible for the payment of all sales 
or use taxes imposed by any jurisdiction in the United States applicable to the services under this 
Agreement, or to the extent applicable will provide appropriate sales tax exemption certificates. 
 
6.4 Invoices. Contractor will provide City with an itemized invoice for all Fees that become due hereunder. 
Each valid and undisputed invoice will be due and payable within thirty (30) days after City's receipt of such 
invoice. 
 
7. REPRESENTATIONS, WARRANTIES, COVENANTS AND LIMITATION OF LIABILITY 
 
7.1 Compliance with Laws. Contractor shall and shall use its best efforts to cause its suppliers to, comply 
with all applicable United States and foreign, federal, state, and local laws, rules, and regulations, with 
respect to the performance of the Services. 
 
7.2 No Infringement. Contractor represents and warrants that the Services, Facilities and Software to be 
performed, operated or used under this Agreement do not and will not, infringe any third-party patent, 
trade secret, copyright, trademark or other intellectual property rights in the United States or any other 
country or jurisdiction to which Contractor provides the Services for use by City, the Resellers, or End Users.  
 
7.3 Encryption. Contractor will identify in the applicable Order Form any encryption used in the Services 
and Software and the Commodity Classification, Export License or License Exceptions, and Import License 
granted with respect thereto. Contractor represents that it has complied with, and will continue to comply 
with, all applicable laws, rules and regulations of the United States or any foreign country with respect to 
the export or importation of the Services and Software, any modifications, enhancements or updates 
thereto, and any technical data derived therefrom. 
 
7.4 Services. Contractor represents, warrants and covenants that: (a) it shall perform the Services in 
conformance with the levels of service, quality control, and other performance standards described in this 
Agreement in all material respects; (b) all Services provided in connection with this Agreement are and will 
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be performed to the best of Contractor's ability and in a professional and workmanlike manner in 
accordance with applicable industry standards and practices; and (c) Contractor personnel performing any 
Services hereunder will be appropriately trained and have a level of skill commensurate with the 
requirements of this Agreement, and Contractor will promptly replace any person who is performing 
Services under this Agreement upon City's reasonable request. 
 
7.5 Intentionally Omitted. 
 
7.6 Services Not to be Withheld. Contractor represents, warrants, and agrees that during the term of this 
Agreement, except as provided in the termination Section, it will not withhold Services under this 
Agreement (including, without limitation, implementation, termination transition assistance services), 
including, but not limited to, a dispute between the parties arising under this Agreement, another 
agreement between the parties, or any unrelated dispute between the parties. 
 
7.7 Viruses. Contractor represents, warrants, and covenants that it will maintain commercially reasonable 
measures designed to protect the Software against any computer code designed to disrupt, disable, harm, 
or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the 
Software or any System (referred to as “viruses” or “worms”). 
 
7.8 Intentionally Omitted. 
 
7.9 Documentation. Contractor represents, warrants and covenants that the Documentation: (a) does and 
will accurately and completely describe the relevant Software Programs in all material respects; (b) is and 
will be, free of material errors and sufficiently detailed to allow City's personnel to operate and use such 
Software Programs; and (c) will be updated as and when any Upgrade is provided for such Software 
Programs and such updated Documentation will be delivered by Contractor to City promptly upon any 
such update. 
 
7.10 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY 
OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES 
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
 
7.11 Limitation of Liability.  A PARTY WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: LOST PROFITS, 
LOST REVENUE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES EVEN IF THE 
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. A PARTY’S LIABILITY IS LIMITED TO THE 
FEES PAID OR PAYABLE TO CONTRACTOR IN THE THIRTY-SIX (36) MONTHS PRECEDING THE EVENT THAT 
GIVES RISE TO THE LIABILITY IF THE LIABILITY ARISES OUT OF OR RELATES TO: (I) SECTIONS 3 (“IP LICENSE”), 
4 (“NON-DISCLOSURE”), AND 8 (“INTELLECTUAL PROPERTY INDEMNIFICATION”) OF THIS AGREEMENT; (II) 
AN “ABANDONMENT” BY CONTRACTOR; (III) A PARTY’S BREACH OF THIS AGREEMENT; OR (IV) ANY CLAIMS 
FOR NEGLIGENCE THAT RESULT IN PERSONAL INJURY OR PROPERTY DAMAGE. PROVIDED; HOWEVER, A 
PARTY’S LIABILITY THAT ARISES OUT OF OR RELATES TO: (I) WILLFUL MISCONDUCT; (II) GROSS NEGLIGENCE; 
OR (III) A FINE OR CHARGE SET BY A REGULATORY AUTHORITY ACCORDING TO LAW FOR, OR DUE SOLELY 
TO, BREACH BY A PARTY OF DATA PROTECTION AND SECURITY OBLIGATIONS MUST BE BORNE BY SUCH 
PARTY REGARDLESS OF THIS LIMIT ON LIABILITY.  
  
 
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8. INTELLECTUAL PROPERTY INDEMNIFICATION 
 
8.1 Indemnification by Contractor. Contractor, at its expense, will indemnify, defend and hold harmless 
City, the End Users and any of its or their officers, directors, employees, agents, consultants, other 
representatives, and any third parties permitted to use the Facilities, Software, or Services (collectively, the 
“Indemnified Parties”) from all liabilities, costs, losses, damages and expenses (including reasonable 
attorneys' and experts' fees and expenses as well as interparty damages caused by Contractor or third 
parties) and will reimburse such fees and expenses as they are incurred, including in connection with any 
claim or action threatened or brought against the Indemnified Parties, arising out of or relating to any third 
party claim that any of the Services or any portion or use thereof constitutes an infringement, violation, 
trespass, contravention or breach of any patent, copyright, trademark, license, or other property or 
proprietary right of any third party, or constitutes the unauthorized use or misappropriation of any trade 
secret of any third party. City will promptly notify Contractor of any such claim or action and will reasonably 
cooperate with Contractor in the defense of such claim or action, at Contractor's expense. 
 
8.2 City's Right to Participate. Contractor will have the right to conduct the defense of any such claim or 
action and all negotiations for its settlement or compromise except that City may in its sole discretion 
participate in the defense of any such claim or action at City's expense. Without limiting the foregoing, 
Contractor may not, without City's prior written consent, settle, compromise, or consent to the entry of any 
judgment in any such commenced or threatened claim or action, unless such settlement, compromise or 
consent: (i) includes an unconditional release of the relevant Indemnified Parties from all liability arising 
out of such commenced or threatened claim or action; and (ii) is solely monetary in nature and does not 
include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, any 
Indemnified Party or otherwise adversely affect any Indemnified Party. If Contractor fails to appoint an 
attorney within thirty (30) calendar days after City has notified Contractor of any such claim or action, or 
after Contractor becomes aware of such claim or action, whichever is earlier, City will have the right to 
select and appoint an alternative attorney and the reasonable cost and expense thereof will be paid by 
Contractor. 
 
8.3 Election of Remedy. If the  Services or any portion thereof becomes, or in Contractor's or City's 
reasonable opinion is likely to become, the subject of any such claim or action, then City may terminate the 
relevant Order Form with respect to the affected Services and cease to receive the benefit, directly or 
indirectly, of the affected Software or require Contractor to either: (i) procure for City the right to continue 
using the Services and Software, or such portion thereof, as contemplated hereunder; (ii) modify the 
Services and Software, or such portion thereof, to render same non-infringing (provided such modification 
does not adversely affect the use of such Services and Software, or such portion thereof, as reasonably 
determined by City); or (iii) replace same with an equally suitable, functionally equivalent, compatible, non-
infringing services and software, as reasonably determined by City. If none of the foregoing is possible on 
commercially reasonable terms, Contractor or City will have the right to terminate the relevant Order Form 
with respect to such Services and Software and Contractor will refund to City all amounts paid by City for 
such Services and Software for post termination periods on a pro rata basis. Any termination of any Order 
Form(s) by City under this Section will be without prejudice to any other rights and remedies which City 
may have under this Agreement or at law or in equity.  
 
9. SERVICE LEVELS; SUPPORT SERVICES 
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9.1 Service Levels. Contractor shall provide the Services in accordance with the Service Levels set forth in 
Exhibit C hereto. 
 
9.2 Support Services. Contractor shall provide the Support Services set forth in Exhibit D hereto. 
 
10. TERM 
 
10.1 Agreement Term. This Agreement is effective as of June 30, 2022 and will continue for a period of 
one year or until the Agreement is terminated as provided for herein. The City and the Contractor may 
mutually agree to extend the Agreement for up to four additional terms of one year each, or portions 
thereof. The pricing for the renewal terms shall be as specified in Exhibit B. 
 
10.2 Order Form Term. Each Order Form will commence on the date first set forth in such Order Form 
and will continue until the terms of such Order Form or this Agreement expire or are terminated in 
accordance with Section 11. 
 
11. TERMINATION 
 
11.1 Termination for Breach. 
 
(a) If Contractor materially breaches this Agreement or any Order Form, and such breach is incapable of 
cure, or such breach is capable of cure, but Contractor does not cure such breach within twenty (20) days 
after written notice of material breach, City may terminate the relevant Order Form upon written notice to 
Contractor. To the extent that Contractor commits a material breach of a nature which goes beyond the 
relevant Order Form, City may terminate: (a) this Agreement (in which event all of the other Order Forms 
will terminate concurrently therewith); or (b) all affected Order Forms. Termination of an Order Form or 
this Agreement will be without prejudice to any other rights and remedies that the non-defaulting party 
may have under this Agreement or at law or in equity. 
 
(b) Contractor may terminate this Agreement if City materially breaches the payment or license terms of 
this Agreement and (i) such breach is incapable of cure, or (ii) such breach is capable of cure and City fails 
to pay undisputed amounts under a particular invoice within 60 days after such amounts are due, and 
Contractor has notified City of its intent to terminate this Agreement and City has not cured such breach 
within thirty (30) days of receipt of such notice. 
 
11.2 Termination for Convenience by Client; No “Abandonment”. 
 
(a) At each annual subscription Term, City may terminate this Agreement or any Order Form hereunder, in 
whole or in part, for convenience upon sixty (60) days’ prior written notice to Contractor. For avoidance of 
doubt, Contractor will not refund any prepaid fees regardless of whether such prepaid fees have been 
used. 
 
(b) This Agreement shall automatically expire or terminate upon expiration or termination of this 
Agreement unless such termination occurs in conjunction with an Interruption. 
 
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(c) Notwithstanding any other provision in this Agreement to the contrary, Contractor agrees that it will not 
“abandon” its obligations under this Agreement, unless and until this Agreement is terminated and the 
requirements of Section 3 and 11.4 hereof have been carried out in full. For purposes hereof, “abandon” 
means the intentional refusal by Contractor to provide or perform any of the Services required of 
Contractor under this Agreement, regardless of the reason (however Contractor will not be deemed to 
have abandoned the Agreement if City has failed to pay for the Services. If Contractor breaches or 
threatens to breach this Section, Contractor agrees that City will be irreparably harmed, and, without any 
additional findings of irreparable injury or harm or other considerations of public policy, City shall be 
entitled to apply to a court or tribunal of competent jurisdiction for and, provided City follows the 
appropriate procedural requirements (e.g., notice), Contractor shall not oppose the granting of an 
injunction compelling specific performance by Contractor of Contractor's obligations under this Agreement 
without the necessity of posting any bond or other security. Contractor further agrees not to oppose any 
such application for injunctive relief by City except to require that City shall establish that Contractor has 
committed abandonment. 
 
11.3 Intentionally Omitted. 
 
11.4 Services Wind Down Period. Any expiration or termination of this Agreement or any of the Order 
Forms, Client shall be entitled to continued provision of the Services by the Provider and access to the 
Facilities for a period of time mutually agreed upon by the Parties, not to exceed ninety (90) days, required 
for Client to wind down its current use of the Services or to make a transition to alternate services providers 
or facilities. 
 
12. INSURANCE 
 
(a) Insurance Coverage. Contractor will, during the term of this Agreement, at its sole cost and expense, 
obtain and maintain in full force and effect, subject to City's reasonable approval, the insurance coverage 
in the minimum amounts and on the terms set forth in Exhibit F hereto or such other amounts as may be 
set forth in an Order Form. All insurance required hereunder to be carried by Contractor (as well as any 
approved subcontractors or agents) will be with sound and reputable insurers and on forms as both are 
reasonably satisfactory to City. 
 
(b) Insurance Certificates. Contractor will provide City with a copy of all relevant certificates of insurance 
upon City's request including those evidencing that City has been added as an additional insured. 
Certificates are to be delivered to City at the address set forth in the applicable Schedule prior to delivery 
of any Software Program(s) hereunder, and annually thereafter, and at expiration of each insurance policy. 
 
(c) Waiver of Rights of Recovery. Regarding Contractor's CGL policy Contractor waives all rights of 
recovery against City and its subcontractors or agents that Contractor may have or acquire because of 
deductible clauses in or inadequacy of limits of any policies of insurance that are secured and maintained 
by Contractor. Contractor will require its approved subcontractors and agents to waive the rights of 
recovery regarding their CGL policy, (as the aforesaid waiver by Contractor) against City, Contractor and 
their other subcontractors or agents and deliver evidence of such waiver to City before such subcontractors 
or agents perform any Services. 
 
(d) No Limitation. Nothing in this Section will be construed as limiting Contractor's (or any subcontractor's 
or agent's) liability to City or any third party. The mere purchase and existence of insurance does not reduce 
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or release Contractor from liability incurred or assumed within the scope of this Agreement. Contractor's 
failure to maintain insurance will not relieve it of liability under this Agreement. 
 
13. DISASTER RECOVERY 
 
An outline and executive summary of Contractor's business continuity and disaster recovery plan is 
attached as Exhibit E hereto (such outline and summary plus all of Contractor's supporting detailed 
documentation and plans as contemplated by the provisions of this Section, the “Disaster Recovery Plan”). 
The Disaster Recovery Plan for all Services shall: (a) be designed to continue all Contractor business 
operations that are critical to the overall operation and functionality of the Services notwithstanding the 
occurrence of a Crisis; (b) specify procedures and frequency of testing; and (c) shall be, and shall be 
maintained consistent with, then-current generally accepted industry standards. The Disaster Recovery 
Plan shall specifically address the ability of Contractor to provide each of the Services in the event of a 
Crisis. The Disaster Recovery Plan shall provide, among other things, a mechanism for the redundancy or 
back-up of business operations designed to keep the Services from becoming unavailable as Unscheduled 
Downtime as defined in the Service Level Agreement due to a Crisis and to permit the related business 
operations of City to be re-instituted in a time period that permits the ongoing operation and functionality 
of City's business to which the Services relate. Without limiting the generality of the foregoing, the Disaster 
Recovery Plan shall address all of the computer software, computer hardware (whether general or special 
purpose), telecommunications capabilities (including all voice, data and video networks) and other similar 
or related items of automated, computerized, and/or software system(s) and any other network(s) or 
system(s) that are used by or relied on by Contractor in the provision of the Services and the manner in 
which Contractor will re-institute the processing of relevant information in a time period that permits the 
ongoing operation and functionality of City's business to which the Services relate. Notwithstanding the 
foregoing, if a Crisis prevents Contractor from providing the Services to City, Contractor shall allocate its 
efforts and resources to restoring City's Services no less favorably to City than it allocates to any of its other 
Clients affected by the Crisis. 
 
14. GENERAL 
 
14.1 Force Majeure. 
 
(a) For purposes of this Agreement “Force Majeure” means an event that is outside the reasonable control 
of a Party, or that with the exercise of due diligence or reasonable business practices could not reasonably 
have been prevented, avoided or removed by that Party, and that prevents that Party from performing its 
obligations under this Agreement and does not result from such Party's negligence or the negligence of its 
agents, employees or subcontractors, including unforeseeable events such as acts of God, earthquakes, 
storms, floods, natural events, wars, court order, rebellions, riots, strikes, civil disturbances, acts of foreign 
and/or domestic governmental authorities, labor strikes and lockouts, but excluding any failure by a third 
party to supply any materials or components to Contractor unless such failure is itself the result of Force 
Majeure affecting such third party. 
 
(b) Upon the occurrence of an event of Force Majeure with respect to a Party, its obligations under this 
Agreement will, to the extent that they are affected by the event of Force Majeure, be suspended; provided, 
however, that under no circumstances will a Party's obligations to pay any amounts due under this 
Agreement be suspended nor Contractor’s disaster recovery obligations under sections 5.7 and 13. Any 
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Party affected by an event of Force Majeure will promptly inform the other Party and will use commercially 
reasonable efforts to fulfill its obligations under this Agreement and to remove or avoid any disability and 
mitigate any damages caused by such event of Force Majeure at the earliest practicable time and to the 
greatest extent possible. 
 
14.2 License of Intellectual Property; 365(n). The Software is “intellectual property” as defined in 11 
U.S.C.A. 101(35A) which has been licensed hereunder in a contemporaneous exchange for value and this 
Agreement will be governed by 11 U.S.C.A. 365(n), as the same may be amended or supplemented from 
time to time, if Contractor files for bankruptcy. 
 
14.3 UCITA Not Applicable. This Agreement and the transactions contemplated herein are not and will 
never be subject to the Uniform Computer Information Transactions Act (prepared by the National 
Conference of Commissioners on Uniform State Laws) as currently enacted by any jurisdiction or as may 
be codified or amended from time to time by any jurisdiction. 
 
14.4 Contractor Financial Assurances. Upon City's request (to be made not more than once per year) 
Contractor will provide City with financial information of Contractor which will allow City to adequately 
assess Contractor's creditworthiness. Contractor will not provide City with any nonpublic financial 
information unless it is requested by the City Manager or City Manager’s designee of City in writing under 
this Section. 
 
14.5 Assignment. Neither party will assign its rights or obligations under this Agreement without the prior 
written consent of the other party which shall not be unreasonably delayed or withheld, and any purported 
assignment without required consent shall be void; provided, that: (a) either Party may collaterally assign 
this Agreement in connection with any financing or an acquisition of all or substantially all of such Party's 
assets and business, and (b) City may assign this Agreement to one or more Affiliates or Resellers (but any 
payment obligations shall remain the primary obligation of the City). Subject to the foregoing limitations, 
this Agreement will be binding upon the parties and their respective legal successors and permitted 
assigns. 
 
14.6 Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be 
deemed to have been duly given and received either (a) on the date of service if personally served on 
the party to whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on 
the third day after the date of the postmark of deposit by first class United States mail, registered or 
certified, postage prepaid and properly addressed as follows: 
 
For the City 
For the Contractor 
Name: Christina Pryor 
Name: Paul Shinn 
Title: Purchasing Manager 
Title: General Counsel 
Address: 175 S. Arizona Ave., 3rd Floor 
Address: 71 Stevenson St., FL20 
Chandler, AZ 85225 
San Francisco, CA 94105 
Phone: 480-782-2403 
Phone: 855-492-5563 
Email: christina.pryor@chandleraz.gov 
Email: legal@walkme.com 
 
14.7 Remedies. Each party acknowledges that a breach of certain of its obligations under this Agreement 
each party's confidentiality obligations set forth in this Agreement) other than any payment obligations 
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hereunder, may result in irreparable and continuing damage to the other party for which monetary 
damages may not be sufficient, and agrees that the other party will be entitled to seek, in addition to its 
other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further 
relief as may be proper from a court of competent jurisdiction. 
 
14.8 Interpretation. The terms and conditions of this Agreement are the result of negotiations between 
the parties. The parties intend that this Agreement should not be construed in favor of or against any party 
by reason of the extent to which any party or its professional advisors participated in the preparation or 
drafting of the Agreement. Unless the context of this Agreement otherwise indicates when used in a series 
of items the word “or” will be construed such that the series may include any of the items, all of the items, 
or any combination of the items. 
 
14.9 Entire Agreement. This Agreement and all exhibits and Order Forms attached constitute the 
complete agreement and understanding between the parties with respect to the subject matter hereof and 
supersede all prior agreements and understandings between the parties.  
 
14.10 Time of the Essence. Not applicable. 
 
14.11 No Waiver by Conduct. No waiver of any of the terms of this Agreement or any Order Form will be 
valid unless in writing and designated as such. Any forbearance or delay on the part of either party in 
enforcing any of its rights under this Agreement will not be construed as a waiver of such right to enforce 
the same for such occurrence or any other occurrence. 
 
14.12 Independent Contractor. Contractor acknowledges that it is acting as an independent contractor, 
that Contractor is solely responsible for its actions or inactions, and that nothing in this Agreement will be 
construed to create an agency or employment relationship between City and Contractor or its 
Representatives. Contractor is not authorized to enter into contracts or agreements on behalf of City or to 
otherwise create obligations of City to third parties. Neither Contractor nor any of its Representatives are 
City employees for any purpose, including for: (i) federal, state or local tax, employment, withholding or 
reporting purposes; or (ii) eligibility or entitlement to any benefit under any of the City's employee benefit 
plans (including those that are subject to the Employee Retirement Income Security Act of 1974, as 
amended), incentive, compensation or other employee programs or policies (collectively, “Benefit Plans”). 
Contractor agrees that all such Representatives will be informed that they are employees solely of 
Contractor, or its agent or subcontractor if applicable, and not eligible to participate in any Benefit Plan. 
Contractor agrees that Contractor is solely responsible for payment of all applicable workers' 
compensation, disability benefits and unemployment insurance, and for withholding and paying such 
employment taxes and income withholding taxes as required. 
 
14.13 Non-exclusivity. Contractor acknowledges that City may from time to time enter into other 
transactions with companies that may be competitors, suppliers or customers of Contractor. No such 
activities will be affected by City's agreement to enter into this Agreement. 
 
14.14 No Publicity. Contractor agrees not to disclose the identity of City or its End Users or any of their 
directors, officers, managers, employees, consultants or agents as a customer or prospective customer of 
Contractor or the existence or nature of this Agreement without the City’s prior written consent. Without 
limiting the generality of the foregoing, Contractor will not use, in advertising. publicity or otherwise, the 
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name of City or its End Users or any of their directors, officers, managers, employees, consultants or agents 
or any trade name, trademark, service mark, logo, or symbol of City or its End Users. 
 
14.15 Severability. If any one or more of the provisions of this Agreement are for any reason held to be 
invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this 
Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or 
unenforceable provision will be replaced by a valid, legal and enforceable provision that comes closest to 
the intent of the parties underlying the invalid, illegal or unenforceable provision. 
 
14.16 Survival. Any provision of this Agreement which, by its nature, would survive termination or 
expiration of this Agreement will survive any such termination or expiration of this Agreement, including 
Sections 2.3 (“Grant of License”), 3 (“IP License”), 4 (“Non-Disclosure”), 7 (“Representations, Warranties, 
Covenants and Limitation of Liability”), 8 (“Intellectual Property Indemnification”), 11 (“Termination”), 14 
(“General”) and corresponding Exhibits and Order Forms. 
 
14.17 Governing Law. This Agreement will be governed by, and construed in accordance with, the internal 
laws of the State of Arizona, without regard to its choice of laws principles. Notwithstanding the fact that 
some of the Products may be manufactured outside the United States, the Parties hereby expressly 
disclaim the application of the United Nations Convention on the Sale of Goods. 
 
14.18 Counterparts; Method of Amendment. This Agreement, each Order Form and any amendments 
thereto may be executed in counterparts and will not be effective or enforceable unless and until it is 
executed with the handwritten signature of an authorized representative of each of the relevant entities. 
Without limiting the foregoing, none of the following will amend or modify this Agreement or result in the 
execution of a Order Form: (i) terms and conditions which are displayed or conveyed electronically or are 
associated with, or are responded to by the operation of a mouse or other pointing device, typing on a 
keyboard, “virtual” actions, an automated computer program, the removal of shrinkwrap, the opening of a 
package, the loading or use of software or other goods or services, or any other action other than such a 
handwritten signature as described in the previous sentence; or (ii) payment by City of any License Fees, 
Maintenance Fees or other consideration to Contractor or use of or any other action with respect to the 
Software Programs or Maintenance Services. 
 
14.19 Intentionally Omitted. 
 
14.20 City's Right of Cancellation. The parties acknowledge that this Agreement is subject to 
cancellation by City under the provisions of A.R.S. § 38-511. 
 
14.21 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is not 
currently engaged in, and agrees for the duration of the Services Agreement and this Agreement, not 
to engage in a boycott of Israel as defined by state statute. 
 
14.22 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to 
any contractor (as defined under A.R.S.) who fails, or whose subcontractors fail, to comply with A.R.S. 
§ 23-214(A). Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their 
compliance with all federal immigration laws and regulations that relate to their employees and their 
compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a material breach 
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of the parties’ agreement and may be subject to penalties up to and including termination of the 
parties’ agreement. City retains the legal right to inspect the papers of any Contractor’s or 
subcontractor’s employee who provides services under this Agreement to ensure that the Contractor 
and subcontractors comply with the warranty under this provision. 
 
14.23 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a 
contract to any natural person who cannot establish that such person is lawfully present in the United 
States. To establish lawful presence, a person must produce qualifying identification and sign a City-
provided affidavit affirming that the identification provided is genuine. This requirement will be 
imposed at the time of contract award. This requirement does not apply to business organizations 
such as corporations, partnerships, or limited liability companies. 
 
14.24 Covenant Against Contingent Fees. Contractor warrants that no person has been employed 
or retained to solicit or secure this Agreement upon an agreement or understanding for a 
commission, percentage, brokerage, or contingent fee, and that no member of the Chandler City 
Council, or any City employee has any interest, financially, or otherwise, in Contractor’s firm. For 
breach or violation of this warrant, City may annul this Agreement without liability or, at its discretion, 
to deduct from the Services Agreement price or consideration, the full amount of such commission, 
percentage, brokerage, or contingent fee. 
 
14.25 Non-Waiver Provision. The failure of either party to enforce any of the provisions of this 
Agreement or to require performance of the other party of any of the provisions hereof must not be 
construed to be a waiver of such provisions, nor must it affect the validity of this Agreement or any 
part thereof, or the right of either Party to thereafter enforce each and every provision. 
 
14.26 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential 
conflicts of interest, Contractor must provide written notice to City, as set forth in this Agreement, of 
any work or services performed by Contractor for third parties that may involve or be associated with 
any real property or personal property owned or leased by City. Such notice must be given 7 business 
days prior to commencement of the services by Contractor for a third party, or 7 business days prior 
to an adverse action as defined below. Written notice and disclosure must be sent to the City’s 
Purchasing and Materials Manager. An adverse action under this Agreement includes, but is not 
limited to: (a) using data as defined in this Agreement acquired in connection with this Agreement to 
assist a third party in pursuing administrative or judicial action against City; or (b) testifying or 
providing evidence on behalf of any person in connection with an administrative or judicial action 
against the City; or (c) using data to produce income for Contractor or its employees independently 
of performing the services under this Agreement, without the prior written consent of the City. 
Contractor represents that except for those persons, entities, and projects identified to the City, the 
services performed by Contractor under this Agreement are not expected to create an interest with 
any person, entity, or third-party project that is or may be adverse to the City’s interests. Contractor’s 
failure to provide a written notice and disclosure of the information as set forth in this Section 
constitute a material breach of the parties’ agreement. 
 
14.27 Jurisdiction and Venue. Any action to enforce any provision of this Agreement or to obtain any 
remedy with respect hereto must be brought in the courts located in Maricopa County, Arizona, and 
for this purpose, each party hereby expressly and irrevocably consents to the jurisdiction and venue 
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of such court. 
 
14.28 Budget Approval Into Next Fiscal Year.  This Agreement will commence on the Effective Date and 
continue in full force and effect until it is terminated or expires in accordance with the provisions of this 
Agreement.  The parties recognize that the continuation of this Agreement after the close of the City’s fiscal 
year, which ends on June 30 of each year, is subject to the City Council's approval of a budget that includes 
an appropriation for this item as an expenditure.  The City does not represent that this budget item will be 
actually adopted. This determination is solely made by the City Council at the time Council adopts the 
budget. 
 
14.29 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of the 
Contractor, this Agreement may be extended for use by other municipalities, school districts and 
government agencies of the State.  Any such usage by other entities must be in accordance with the 
ordinance, charter and/or procurement rules and regulations of the respective political entity. 
 
Orders placed by other agencies and payment thereof will be the sole responsibility of that agency.  
The City will not be responsible for any disputes arising out of transactions made by other agencies 
who utilize this Agreement. 
 
14.30 Exhibits, Precedence of Documents. The following exhibits are made a part of this Agreement 
and are incorporated by reference: 
 
  
 
 
Exhibit A – Scope of Services 
Exhibit B – Order Form 
Exhibit C – Service Level Requirements 
Exhibit D – Support Services Requirements 
Exhibit E – Disaster Recovery Plan 
Exhibit F – Insurance Requirements 
 
In the event of a conflict in the terms and conditions or a legal ambiguity arises among this Agreement 
and the attached exhibits, the documents in the following order prevail and control: (1) this 
Agreement; (2) Exhibit F – Insurance Requirements; (3) Exhibit A – Scope of Services; (4) Exhibit B – 
Order Form; (5) Exhibit C – Service Level Requirements; (6) Exhibit D – Support Services Requirements; 
and (7) Exhibit E – Disaster Recovery Plan. 
 
 
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized 
representatives. This Agreement shall be in full force and effect only when it has been approved and 
executed by the duly authorized City officials. 
 
 
FOR THE CITY 
FOR THE CONTRACTOR 
 
By: _________________________________________ 
 
By: _________________________________________ 
 
Its:                              Mayor 
 
Its: _________________________________________ 
 
 
 
 
APPROVED AS TO FORM: 
 
 
By: _________________________________________ 
 
City Attorney  
 
 
ATTEST: 
 
 
By: _________________________________________ 
 
City Clerk 
 
 
 
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VP, Global Sales Finance

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EXHIBIT A 
SCOPE OF SERVICES 
 
Software Services 
 
Module 
Description 
Web and Mobile (System) 
WalkMe Player 
The WalkMe player renders WalkMe content – like guidance, engagement, or 
automation – to end users via an extension or snippet. The player also collects 
end user and application data displayed in WalkMe Insights. 
WalkMe Editor 
The WalkMe Editor is a management console used to design, build, and configure 
unlimited WalkMe content including: 
Applications 
Smart WalkThrus, SmartTips, ActionBots, Launchers, Resources, Search, 
Onboarding, Shuttles, Surveys, and ShoutOuts. 
Integration Modules 
Integrate WalkMe applications with customer and/or third-party applications such 
as Search, Help Desk, Chat, and SalesForce.com Enhanced Search. 
User Experience Control 
Customixe the look and feel of WakMe content, allowing WalkMe to stand out of 
blend seamlessly into an application. 
WalkMe Share 
WalkMe Share allows content creators to collaborate on WalkMe content in real-
time and provide a consistent experience between in-app guidance and support 
sites. It allows stakeholders to provide feedback on WalkMe content, as well as 
export live content to support sites for a consistent experience. 
WalkMe Shield 
WalkMe Shield is an automated testing solutions that ensures the WalkMe end 
user experience is always up to date. If prevents external forces, such as website 
changes, browser updates, and platform version releases, from breaking WalkMe 
content. 
TeachMe 
TeachMe is an in-app learning console that provides a cohesive self-learning 
environment for employees and customers, accelerating time to competence. It 
allows leaders to deliver written and video content, as well as interactive 
guidance, within a single interface, and apply quizzes to test knowledge retention. 
TeachMe Insights allows leaders to then track consumption and engagement of 
TeachMe resources. 
WalkMe Mobile SDK 
The WalkMe Mobile SDK manages Walkme mobile campaigns in real time. It is 
equipped with technology that collects hundreds of parameters and analyzes the 
data to improve performance results. 
WalkMe In-App Editor 
The WalkMe In-App Editor is a management console used to design, build, and 
configure unlimited WalkMe content. 
Applications 
Using the drag and drop editor, content creators can build and launch in-app 
messages and Walk-Thrus on mobile devices. Campaigns created with the 
WalkMe In-App Editor will be translated into native code for iOS and Android. 
Segmentation 
Leaders can determine which users and groups will be exposed to WalkMe 
content. 
WalkMe Insights 
WalkMe Insights provides powerful analytics to understand and optimize digital 
experiences, allowing business leaders to make data-driven decisions that meet 
business KPIs. Specifically, WalkMe Insights monitors feature adoption, 
funnel/process completion, adoption of underlying websites or applications and 
other parameters. 
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WalkMe Digital Adoption 
Center 
The WalkMe Digital Adoption Center provides analytics across business 
applications, allowing business leaders to monitor software engagement and 
utilization, and understand where WalkMe can assist with adoption. 
WalkMe Business 
Productivity Dashboard 
The Business Productivity Dashboard provides visibility into organization-wide 
productivity across teams, and monitory software usage and engagement. 
WalkMe Session Playbacks 
Session Playbacks connects insights with real-life user behavior through pixel-
perfect renderings of user experiences. WalkMe Session Playbacks can uncover 
why users get stuck, remove quantitative blinders with real-world visuals, 
reproduce bugs, and more. 
WalkMe Session Stream 
Session Stream provides real-time visibility into user journeys, displaying all Walk-
Me events and user interactions in the exact sequence they occurred. Available 
for both live and completed sessions, it displays WalkMe, DXA, and Custom API 
Events, and Engaged Elements. 
WalkMe Mobile Insights 
WalkMe Mobile Insights provides customers with advanced mobile analytics to 
understand user behavior on supported applications. Equipped with these 
insights, mobile leaders can generate the right content and measure the impact 
of WalkMe. 
API 
WalkMe can be accessed via an API call (i.e., to open the WalkMe menu or start a 
Smart Walk-Thru) and provides direct access to information about the current 
state of WalkMe on a website. 
Integration Center 
The Integration Center allows leaders to send data to and from WalkMe in order 
to segment WalkMe content and create a more personalized end user 
experience. 
Deep UI 
DeepUI enables complex adoption by reinventing WalkMe’s core algorithm, 
simplifying the building experience for common environments, auto detecting 
elements, and deploying content faster. 
SSO 
SSO allows leaders to segment WalkMe content, personalize the user experience, 
and enrich Insights data using Identity Provider (IDP) user data from tools like 
Okta or G-Suite. 
ActionBot 
WalkMe Avtion Bot is the in-app chatbot that understands human needs and 
automates processes for them using Natural Language Processing (NLP). It lets 
users master software, resolve support questions, and expedite complex 
processes. 
Workstation 
WalkMe Workstation 
WalkMe Workstation is a central hub for communication, support, and employee 
engagement, allowing business leaders to provide employee updates and 
information, new hire onboarding, self-service, support, centralized resources, 
and visibility into software usage and productivity. It is available on web or 
desktop. 
 
Subscription Services End Users 
Access to the subscription services will be provided for up to 10,000 end users.  
 
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EXHIBIT B 
ORDER FORM 
 
 
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APPROVED AS TO FORM: 
City Attorney 
ATTEST: 
City Clerk 
DocuSign Envelope ID: 284083F1-C825-498A-8406-6A4A56C3A002
June 14, 2022
Katie Helie
VP, Global Sales Finance

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EXHIBIT C 
SERVICE LEVEL AGREEMENT 
 
1.  Definitions. Capitalized terms set forth in this Service Level Agreement and not defined below shall have 
the meanings assigned to them in the WalkMe Master Subscription Agreement.   
a.  “Business Day” means from 09:00-17:00 in US AZ time 
b.  “Coverage Period” means the period of time during which the System Availability will be measured. 
Unless otherwise stated, Coverage Period will be equal to a calendar month, expressed in total 
number of minutes in such month.   
c.  “Downtime” means the period of time during which the WalkMe Editor or WalkMe Mobile Console is 
not available to Customers and/or the WalkMe Player or WalkMe SDK API is not available to End Users.    
d.  “Excused Downtime” means any Downtime caused by (i) planned Downtime (of which WalkMe shall give 
Customer advance  notice); (ii) WalkMe’s suspension and termination of Customer’s right to use the 
Subscription Services pursuant to the  terms of the applicable Master Subscription Agreement and/or 
Order Form; (iii) Customer’s use of the Subscription Services  outside the scope permitted or intended 
by the applicable Master Subscription Agreement and/or Order Form;  and (iv)  any unavailability 
caused by circumstances beyond WalkMe’s reasonable control, including, without limitation, any acts 
of  governmental authorities, natural or man-made disasters such as flood, fire, earthquakes, or acts 
of God, acts of war, acts  of terror, civil unrest, strikes or other labor problems (other than those 
involving WalkMe’s employees, contractors, or  agents) hosting facility failures or delays, or denial of 
service or similar attacks. Note, Customer will be informed of planned maintenance at least one (1) 
week in advance by an announcement on the log-in screen of the Customer’s account or such 
otherwise method of notification associated with such Customer’s account.   
e.  “Potential System Availability" means the amount of time that a component of the System should be 
available in a Coverage Period. The Potential System Availability is calculated in minutes and equal to 
(number of days in the month) x (24 hours) x (60 minutes) – (minutes of Excused Downtime).    
f.  “System” means the WalkMe Player, the WalkMe Editor, the WalkMe Mobile SDK API, and the WalkMe 
Mobile Console, collectively (each may be referred to as a “component” of the System).    
g.  “System Availability” means the percentage of time that a respective component of the System is 
available in a Coverage Period. System Availability is calculated in minutes and equals to (Potential 
System Availability – Downtime)/(Potential  System Availability).   
h.  “Target Availability” means the guaranteed availability standards included in the Target Availability 
Table below.   
i.  “WalkMe Editor” means the module in the Subscription Services that allows for the creation of the 
WalkThrusTM and other WalkMe-generated content.    
j.  “WalkMe Mobile Console” means the module in the Subscription Services that allows for the creation 
of the WalkThrusTM and in-app messages or any other WalkMe-generated content for native mobile 
applications.   
k.  “WalkMe Mobile SDK API” means the module in the Subscription Services that presents all WalkMe-
generated and otherwise integrated content visible to the End Customers on native mobile 
applications.   
l.  “WalkMe Player” means the module in the Subscription Services that presents all WalkMe-generated 
and otherwise integrated content visible to the End User.   
 
 
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2.  Technical Support. WalkMe will provide Customer with technical support services, all as further detailed in 
Section 4 below, including technical support experts, who will help the Customer troubleshoot any 
technical questions or issues it encounters with the System (“Support Services”). WalkMe will also provide 
the Customer with online access to its knowledge base and other technical resources at 
https://support.walkme.com.   
 
Customer may contact the WalkMe Support Services by email (support@walkme.com) and/or reach the 
Support Services at the telephone numbers (toll free) available at https://support.walkme.com or the chat 
support through the WalkMe Editor.     
 
The Support Services will include a post launch value check and recurring business review by an account 
manager assigned to Customer.   
 
3.  Target Availability Levels    
 
System Target Availability 
WalkMe Player/WalkMe Mobile SDK API Target Availability   
99.95%   
WalkMe Editor/ WalkMe Mobile Console Target Availability   
99.9%   
 
 
4.  Support Response and Resolution Times   
Response Time 
Target Resolution 
Time 
Priority Level 
Description of Defect 
Up to 1 hour 
4-5 hours 
Priority 1 
Defect with one or more of the below characteristics 
occur and there is no workaround: 
• 
Data corruption – The System will not load or is 
causing harm to the Customer’s application or 
website or otherwise materially adversely affects 
the customer’s application. 
• 
System hangs – The System hangs indefinitely or 
there is severe performance degradation, causing 
unreasonable wait times for resources or 
responses as if the System is hanging. 
• 
A main System function supporting business-critical 
process has failed and the System functionality is 
limited such that critical business processes are 
paralyzed. 
• 
The System crashes repeatedly. 
Up to 2 hours 
24 hours 
Priority 2 
• 
The System crashes repeatedly and there is a 
workaround. 
• 
The System is usable, but an essential component 
of the System is malfunctioning and/or 
substantially impacts business operations. 
• 
A critical defect with an acceptable workaround 
exists. 
Within 24 hours 
1-2 Business 
Days 
Priority 3 
The defect does not seriously affect business 
operation, causing some minor interruptions. The 
System is operative with some limitation on minor 
functions, or minor batch functions are inoperative. 
Within 72 hours 
2-5 Business 
Days 
Priority 4 
Minor mismatch of the specification or aesthetic aspect 
of the System, which does not impact the usability or 
effectiveness of the System. 
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Within 96 hours 
5-7 Business 
Days 
Priority 5 
Simple questions and requests, which do not affect the 
System functionality (e.g. documentation issues, 
feature requests, general questions, etc.) 
 
The Target Resolution Time set forth in the table above shall be subject at all times to Customer’s 
availability and provision to WalkMe of all required information to enable WalkMe to troubleshoot the 
issue and to access the environment in which the issue has been reported. In addition, the Target 
Resolution Time set forth above shall only be applicable to issues which do not qualify as product bugs or 
issues requiring WalkMe to fix its code.   
5.  Service Credits   
a.  If the System Availability of a component of the System is below the Target Availability Levels set forth 
above (“Downtime Event”), Customer may submit a credit request to WalkMe within thirty (30) days of 
such Downtime Event (“Service Credit Request”). In order to initiate a claim for a Service Credit (as 
defined below), Customer must submit a Service Credit Request in writing and provide sufficient details 
for WalkMe to validate the Downtime Event, including: (a) Customer’s name and contact information; 
(b) the date and start/end time of the claimed outage(s); and (c) a brief description of the 
characteristics of the claimed outage(s). The Customer will be notified within ten (10) business days of 
the written Service Credit Request of the resolution of such Service Credit Request. If the Service Credit 
Request is rejected by WalkMe, the response notification by WalkMe will specify the basis for such 
rejection. If the Service Credit Request is approved by WalkMe, WalkMe will issue a Service Credit to 
Customer's account calculated as a percentage (“Weighting Factor”) of the total fees payable by 
Customer to WalkMe during the Coverage Period in which the Downtime Event occurred. The Service 
Credit shall apply to the next invoice issued by WalkMe or if no additional invoice will be issued then 
WalkMe shall provide Customer with an extended subscription term proportional to the applicable 
Service Credit. These Service Credits are Customer’s sole remedy for any Downtime Events.   
b.  The Service Credits will be calculated using the Weighting Factors set forth in the table below:    
Service Metric 
Service Level 
Weighting Factor 
WalkMe Player/WalkMe Mobile SDK API Availability   
Less than 90% Availability 
25% 
 
90.0 – 96.9% Availability 
15% 
 
97.0% – 98.5% Availability 
10% 
 
98.6% - 99.95% Availability 
5% 
 
> 99.95% Availability 
0% 
 
 
 
WalkMe Editor/WalkMe Mobile Console   
Less than 90% Availability 
25% 
 
90.0 – 96.9% Availability 
15% 
 
97.0% – 98.5% Availability 
10% 
 
98.6% - 99.95% Availability 
5% 
 
> 99.95% Availability 
0% 
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EXHIBIT D 
SUPPORT SERVICES REQUIREMENTS  
 
1. SUPPORT SERVICES 
 
1.1 Software Support.  Contractor will perform the following Software Support Services on a per incident 
basis: (i) assist City in diagnosing reported errors; and (ii) provide technical services to City to attempt 
to correct diagnosed errors.  Software Support Services include support of Content.  A support incident 
may require multiple interactions and off-line research to resolve it.  Support Services will also include 
assistance with report writing, dashboards, and customizations (includes interfaces and new 
connections).  Contractor will be available to assist with trouble-shooting of third-party integrations. 
 
1.2 Database Support.  Contractor will maintain all City data at all times regardless of size of database and 
database size will not impact system responsiveness.  Contractor will not purge any data without City’s 
prior written approval. 
 
1.3 Test Environment. A clone of the production environment and production database will be made upon 
go live.  This test environment will emulate the production environment including links and functionality 
to any test systems needed to test, train or validate upgrades, and/or bug fixes.    Contractor will agree 
to maintain and support this test environment with a quarterly refresh of the database on an agreed 
upon schedule.  Exceptions to this will be during a testing period that is scheduled in advance that City 
and Contractor agree to. 
 
1.4 Third Party Software Versions. Contractor will support Office 2010 and newer products. Contractor will 
support major browser (Internet Explorer, Chrome, MS Edge and Safari) current version and up to three 
versions back.   Contractor will support current version and up to 2 versions back of a major integration 
software package.  i.e., Lucity, CIS Infinity, or other as defined in integrations.   
 
2.  HOURS OF COVERAGE 
 
2.1 Period of Support.  The period of support is a twelve-hour period beginning at 9:00 a.m. local AZ time 
and ending at 5:00 p.m. local AZ time, Monday through Friday. 
 
2.2 After Hours Support.  The after-hours support is from 5:01p.m. to 8:59 a.m. local AZ time, Monday 
through Friday. 
 
2.3 Emergency Support Service.  The period of support when: A) The system is frozen; B) The system has 
crashed and will not recover; or C) City cannot process work in the system.  
 
2.4 Hourly Support Service.  Support Services that are performed at the written request of the City that are 
outside the scope of, or in addition to, the Support Services detailed herein, will be deemed hourly 
service, and City will be billed in accordance with Contractor’s then current time and materials support 
policy.  Upon City’s request, Contractor will provide a written estimate of the cost to perform the work 
prior to beginning work on any task that is being billed in accordance with Contractor’s time and 
materials support policy. 
 
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3.  PROCEDURES 
 
3.1 Help Desk.  If, during the period of support, Contractor customer support personnel are unavailable to 
answer City’s call or immediately respond to City’s submission of email or web form requests, 
Contractor will respond to City within one hour of City contacting the help desk during normal business 
hours if deemed to be a Priority 1 incident.  Contractor will work with the City to categorize the reported 
problems by severity and update the customer support problem reporting database as appropriate.  
Contractor will use commercially reasonable efforts and tools to resolve requests for Support Services 
reported by City during the period of support in accordance with the severity matrix below, which 
severity level will be finally determined by both Contractor and City. 
 
3.2 Authorized Contacts.   Within 30 days of the execution of the Agreement, each Party will provide to the 
other a list of its authorized contact people.  Each Party must give to the other 30 days’ prior notice of 
any proposed changes to the list of authorized contact people. 
 
4.  SOFTWARE RELEASES 
 
4.1 Software must be maintained to comply with standard O/S and partnered integrations.    
 
4.2 Contractor will provide release notes and training for new features.  Contractor will provide City access 
to releases that are issued by Contractor during the term of the Agreement.  Major Releases must be 
available for testing and feedback 21 business days prior to scheduled Production release.  Minor and 
bug fix releases must be placed in Test environment 14 business days or as soon as possible prior to 
scheduled production release. Updates will not take place during City’s business hours, unless required 
to mitigate a specific issue affecting City’s usage of software.  Releases will not be moved to production 
environment if a Priority 1 bug is discovered.  All software releases will maintain mobile and ADA 
compliance for Android and Apple products. 
 
4.3 Support Change Control process.  Contractor will provide to the City email address the 
form/information needed for City to complete a change control notice within City’s system.  At the time 
the notice of change in test environment is provided, the following information will be provided to the 
City: 1) date of change; 2) description of change; 3) Title (< 100 characters); 4) Brief technical description 
of change; 5) the reason for the change; 6) the impact of the change; 7) Backout Plan; and 8) 
Communication Plan.  It is the City’s responsibility to notify its business customers and note changes to 
City system environments.  
 
4.4 Test environment. At least 30 days prior to any release, the Contractor will provide a COC TEST 
environment that is maintained up to date with the current releases and data. 
 
5.  CONTENT LIBRARY/TRAINING MATERIALS 
 
5.1 During the term of the Agreement, City will have access to Contractor’s Content Library and training 
materials. 
 
6.  MONITORING AND REPORTING SERVICES 
 
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6.1 Contractor will provide to City email address the following information in monthly report: 
• 
Number of support tickets Open, Closed within the month 
• 
Number of overall Open tickets and Closed tickets Annually 
• 
Average length ticket is open 
• 
Average length to close a ticket 
• 
Number of enhancement requests 
• 
Number of bugs reported and number of fixes implemented 
• 
Number of upgrades 
• 
Number of security patches 
• 
Availability reporting metrics for the month as outlined in this agreement 
• 
System response metrics as outlined at go live and within this agreement 
• 
Annually provide SSAE 18 SOC2 report  
• 
Compliance with ISO/IEC 177889 
 
SUPPORT SERVICES SEVERITY MATRIX 
 
Priority 
Description 
Target 
Response Time 
Target 
Update 
Time 
Target Fix Time 
P1 
Production 
Software unusable  
1 Hour, 
Customer 
Service 
Provider 
Executive 
notified of issue 
1 Hour 
Immediate – work 
commences and 
continues until issue 
resolved or workaround 
deployed; Provide City 
with reports every 30 
minutes on the status of 
the resolution; Agree to 
get on a conference call 
to troubleshoot with all 
impacted parties  
P2 
Partial software 
functionality 
unusable / Partial 
service unavailable 
4 Hours 
1 Day 
2 days, subject to 
available maintenance 
slot; provide City with 
reports every three hours 
on the status of the 
resolution, and use 
commercially reasonable 
efforts to include the fix 
for the error in the next 
release 
P3 
Cosmetic Issue 
1 Working Day 
1 Working 
Day 
Next software release or 
service update 
P4 
• Information 
request 
• Assistance with 
creating new 
2 Working Days 
2 Working 
Days 
N/A 
 
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reporting 
templates 
• Table Data 
Dump Requests 
• Refresh test 
from production 
(on demand – to 
troubleshoot 
production 
issue) 
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EXHIBIT E 
DISASTER RECOVERY PLAN 
 
 
WalkMe will provide its disaster recovery plan upon request from the City.
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EXHIBIT F 
INSURANCE REQUIREMENTS 
 
A. Minimum Scope and Limits of Insurance:  Contractor must provide coverage with limits of liability not 
less than those stated below.   
 
1. Commercial General Liability – Occurrence Form  
Said insurance must also include coverage for products completed operations, independent 
contractors, personal injury, property damage, and advertising injury. 
 
 
 
Products – Completed Operations Aggregate 
$4,000,000 
 
 
Each Occurrence 
 
 
 
 
$2,000,000 
 
The policy must be endorsed to include the following additional insured language: "The City of Chandler, 
its agents, representatives, officers, directors, officials, employees, and volunteers shall be named as an 
additional insured with respect to liability arising out of the activities performed by Contractor."  This 
endorsement may not contain an exclusion or limitation of completed operations coverage as regards 
the additional insured except with respect to the stated aggregate limits of liability. 
 
The policy may not exclude the explosion/collapse/underground (“xcu”) hazard. 
 
2. Worker’s Compensation and Employers' Liability 
 
 
 
Workers' Compensation  
 
 
 
Statutory 
 
 
Employers' Liability  
 
 
Each Accident  
 
 
 
 
$1,000,000 
 
 
Disease – Each Employee 
 
 
 
$1,000,000 
 
 
Disease – Policy Limit 
 
 
 
$1,000,000 
 
Policy shall contain a waiver of subrogation against the City of Chandler. 
 
3. Tech E&O and Network Security & Privacy Liability Insurance (Cyber) (the Cyber coverage can be as 
a standalone policy or with combined limits with Contractor's E&O insurance). In addition to the 
insurance requirements set forth in the Agreement, Contractor agrees to provide the following 
insurance coverage and limits of coverage as part of this Agreement. 
  
For Service Contracts under $500,000 minimum limits:  
 
Per Loss 
 
 
$3,000,000 
Aggregate 
 
 
$3,000,000 
 
  
 For Service Contracts over $500,001 minimum limits:  
 
Per Loss 
 
 
$5,000,000 
Aggregate 
 
 
$5,000,000 
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The policy shall cover professional misconduct or lack of ordinary skill for those positions defined 
in the Scope of Services of this Agreement. In the event that the professional liability insurance 
required by this Agreement is written on a claims-made basis, Contractor warrants that any 
retroactive date under the policy shall precede the effective date of this Agreement; and that either 
continuous coverage will be maintained for an extended discovery period will be exercised for a 
period of two (2) years beginning at the time work under this Agreement is completed. If such 
insurance is maintained on an occurrence form basis, Contractor shall maintain such insurance for 
an additional period of one (1) year following termination of Agreement. If such insurance is 
maintained on a claims-made basis, Contractor shall maintain such insurance for an additional 
period of three (3) years following termination of the Agreement. If Contractor contends that any of 
the insurance it maintains pursuant to other sections of this clause satisfies this requirement (or 
otherwise insures the risks described in this section), then Contractor shall provide proof of same. 
The insurance shall provide coverage for the following risks: 
 
3.1 Liability arising from theft, dissemination and / or use of confidential information (a defined term 
including but not limited to bank account, credit card account, personal information such as 
name, address, social security numbers, etc. information) stored or transmitted in electronic 
form. 
 
3.2 Network Security Liability arising from the unauthorized access to, use of or tampering with 
computer systems including hacker attacks, inability of an authorized third party, to gain access 
to your services including denial of service, unless caused by a mechanical or electrical failure. 
 
3.3 Contractor's Liability for the introduction of a computer virus into, or otherwise causing damage 
to, a customer’s or third person’s computer, computer system, network or similar computer 
related property and the data, software, and programs thereon. 
 
B.  Additional Insurance Requirements: The policies must contain, or be endorsed to contain, the 
following provisions: Contractor’s insurance coverage (except the Tech E&O and Network Security & 
Privacy Liability Insurance (Cyber) insurance) must be primary insurance and non-contributory with 
respect to the obligations that Contractor has undertaken under this Agreement. The Commercial 
General Liability policy must contain a severability of interest clause and waiver of subrogation against 
the City, its officers, officials, agents volunteers, and employees, for losses arising from work performed 
by the Contractor under this Agreement. 
 
C. Notice of Cancellation:  Each insurance policy required by the insurance provisions of this Agreement 
must provide the required coverage and must provider thirty (30) days prior written notice of 
cancellation to the City except for non-payment of premium for which a ten (10) day notice will be 
provided.  Such notice must be sent directly to the addresses listed below and must be sent by certified 
mail, return receipt requested: 
 
City of Chandler 
Attention:  Purchasing Division 
P.O. Box 4008, Mail Stop 901 
Chandler, Arizona 85244-4008 
 
 
 
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Phone: (480) 782-2400 
 
 
 
Email: purchasing@chandleraz.gov  
 
With a copy to: 
Office of the City Attorney  
 
 
 
 
 
 
 
 
Attention: Risk Management 
 
 
 
175 South Arizona Avenue 
 
 
 
P.O. Box 4008 Mail Stop 602 
 
 
 
Chandler, Arizona  85244-4008 
 
 
 
Phone: (480) 782-4640 
 
 
 
Fax: (480) 782-4652 
 
 
 
Email: legal.notices@chandleraz.gov 
 
D. Acceptability of Insurers:  Insurance is to be placed with insurers duly licensed or approved 
unlicensed companies in the State of Arizona and with an "A.M. Best" rating of not less than A- VII.  City 
in no way warrants that the above-required minimum insurer rating is sufficient to protect Contractor 
from potential insurer insolvency. 
 
E. Verification of Coverage:  Upon request, Contractor must furnish City with certificates of insurance 
(ACORD form or equivalent approved by City) as required by this Agreement.  The certificates for each 
insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. 
All certificates and endorsements are to be received and approved by City before work commences.  
Each insurance policy required by this Agreement must be in effect at or prior to commencement of 
work under this Agreement and remain in effect for the duration of the Agreement. All certificates 
required by this Agreement must be sent directly to the City of Chandler Information Technology 
Department with a copy to Risk Management as the addresses listed in Section C.  The Agreement 
number and description are to be noted on the certificate of insurance.  At City’s request, Contractor 
must make a certificate of insurance required by this Agreement available for City’s review through a 
representative and at Contractor’s most proximate business location 
 
 
F.  During the Term of this Agreement, Contractor shall not materially diminish the insurance 
requirements as set forth this Agreement, without the written consent from the Office of the City 
Attorney. 
DocuSign Envelope ID: 284083F1-C825-498A-8406-6A4A56C3A002