HomeMy WebLinkAboutResolution 23-60 Inspira Enterprises lfrResolution 23-60
Page 1 of 2
TOWN OF WESTLAKE
RESOLUTION NO. 23-60
A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS,
AUTHORIZING THE EXPENDITURE OF BUDGETED FUNDS FOR INSPIRA
ENTERPRISES TO CONDUCT AN INFORMATION TECHNOLOGY SECURITY
ASSESSMENT AND DEVELOP AN IT SECURITY STRATEGY AND ROADMAP.
WHEREAS, the Town of Westlake must utilize technology, including hardware, software
and services, to provide effective and efficient municipal and academic services to staff, students,
citizens and stakeholders; and,
WHEREAS, the Town Council finds and concludes that an independent and impartial
assessment by Inspira Enterprises of our network security, cyber defense capabilities, and IT
policies and procedures with the purpose of providing a recommended security strategy and
roadmap is in the best interest of the staff, students, citizens, and stakeholders; and,
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of Westlake.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Town Council of the Town of Westlake, Texas, hereby approves
and authorizes the expenditure of budgeted funds for Inspira Enterprises to conduct an information
technology security assessment and develop an IT security strategy and roadmap.
SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Council hereby determines that it would have adopted this Resolution without the
invalid provision.
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 9TH DAY OF OCTOBER 2023.
ATTEST: ____________________________
Sean Kilbride, Mayor
Resolution 23-60
Page 2 of 2
__________________________
Amy Piukana, Town Secretary
APPROVED AS TO FORM:
____________________________
L. Stanton Lowry, Town Attorney
Inspira Enterprise, Inc. 1
Submitted by:
Inspira Enterprise, Inc.
Statement of Work (SOW)
Security Assessment, Strategy, and Roadmap
Date:
October 2nd , 2023
Inspira Enterprise, Inc. 2
STATEMENT OF WORK
This Statement of Work (“SOW”) is executed by and between the Inspira Enterprise, Inc.,
having its office at 1301 Solana Blvd, Suite 2570, Westlake, Texas, 76262 (“Service Provider”
or “Inspira”) and Town of Westlake, having its office at 1500 Solana Blvd, Building 7, Suite
7200, Westlake, Texas, 76262 (“Customer”, “Westlake”) pursuant to the Master Services
Agreement entered into between Customer and Service Provider dated October 16th 2023
(“Agreement”).
Project Description
Inspira will perform cybersecurity program and compliance assessments for:
• Westlake IT Security Program
• Westlake Academy – Cloud System
• Municipality – Cloud System
• Public Works – On-Premise System
The assessment shall be performed against:
• National Institute of Standards and Technology Cybersecurity Framework (NIST
CSF)
• Service Organizational Control (SOC 2)
For a period of up to five (5) weeks, Inspira will leverage a team of experts to provide
professional services to complete the identified activities and deliver a roadmap of
recommendations resulting from any identified findings.
The assessment will be facilitated through the use of the TrustCloud platform.
1. Terms
The engagement shall begin on October 16th, 2023 and execute through December 1st, 2023.
2. Services
The Service Provider agrees to provide the following services (the “Services ”):
▪ Use of the TrustCloud platform for assessment facilitation, including:
▪ Mapping of IT controls across NIST CSF and SOC 2, where applicable
▪ Input of stakeholder information, including aligning to respective responsibility
areas and contact information
▪ Configuration of assessment questionnaires
▪ System integration for configuration scanning, if applicable
▪ Review and analyze existing policies and procedures, questionnaire responses, and
sampled evidence (where applicable).
Inspira Enterprise, Inc. 3
▪ Execute and participate in workshops (up to 10 hours) to clarify or obtain latest
information from stakeholder parties.
▪ Review of the last two penetration test reports to identify any major issues which needs
to be addressed.
▪ Identification of findings related to non-compliance and insecure practices.
▪ Creation of recommendations, including collaborating with the Westlake Single Point
of Contact (SPOC) to identify the desired to -be state for areas of opportunity and
aligning recommendations to initiatives that meet targeted outcomes.
3. Key Activities
• Phase 1: Planning
o Scope Confirmation
▪ Collaborate with Westlake SPOC to:
• Confirm Schedule
• Confirm Stakeholders
• Identify Systems for Review
o Project Plan (Milestone 1)
▪ Coordinate with Westlake Point of Contact to identify tasks,
dependencies, due dates, and task owners
o Create a responsibility matrix (RACI) to identify roles and responsibilities for
activities that are to be performed as part of this SOW
• Phase 2: Information Gathering
o TrustCloud Platform Onboarding (Milestone 2)
▪ Configure questionnaire
▪ Provide access to all applicable parties (admin, respondents, etc.)
▪ Publish questionnaire
▪ Manage questionnaire completion (monitor status, send re minders,
provide additional access, as required)
▪ Onboard systems
o Provide a document request list to gather information for
▪ Policies
▪ Documentation
▪ Architectural Drawings (e.g., Application and Infrastructure)
▪ Existing and known risks and weaknesses
o Conduct meetings, as needed to review information gathered and confirm
understanding.
o Hold Interviews and Workshops (for Non -Technical Controls) (up to 10 hours)
▪ Clarify open questions from Information Gathering activities
• Phase 3: Review & Analyze
o Determine if policies and procedures are followed as documented
Inspira Enterprise, Inc. 4
o Identify findings from TrustCloud scans
• Phase 4: Draft Deliverables
o Review initial findings with Westlake
▪ TrustCloud Results – Technical Controls
▪ Inspira Analysis – Non-Technical Controls
o Draft results and reports (Consolidated Findings) (Milestone 3)
o Draft high-level recommendations (Across findings/subject areas) for
improving security posture
• Phase 5: Final Deliverables (Milestone 4)
o TrustCloud Results Dashboard and Exports
o Comprehensive Assessment Report
o Recommendations & Maturity Roadmap
4. Work Products & Deliverables
▪ Weekly Status Reports (weekly starting week 2) [Work Product]
▪ Assessment Deliverables
o TrustCloud Results Dashboard and Exports – export of assessment control-level
results and summaries across control frameworks
▪ Engagement Level Deliverables
o Comprehensive Assessment Report – a report describing the results of the
assessment, including description of the engagement and scope,
methodologies used, and detailed findings, categorized by identified risk to
Westlake, and mapped to the applicable control framework.
o Recommendations & Maturity Roadmap – a presentation documenting and
describing Inspira’s recommendations to advance Westlake’s security posture
and maturity in alignment with NIST CSF and SOC 2 requirements.
5. Scope
▪ Program
▪ Westlake IT Security Program
▪ Systems
▪ Westlake Academy – Cloud System
▪ Municipality – Cloud System
▪ Public Works – On Prem System
6. Out of Scope
N/A – only the activities described herein are included in the scope of this engagement.
Inspira Enterprise, Inc. 5
7. High -Level Project Plan
8. Assumptions
In planning work effort, Inspira has relied on the following assumptions related to
responsibilities.
▪ Inspira shall not independently validate any information provided to it by
Westlake, its agents or third parties and shall be entitled to rely upon such
information. Westlake will ensure such information is complete and accurate.
▪ Westlake will provide a Lead to drive the project. The designated Lead must
have the ability to make clear decisions regarding the scope and schedule of
work activities independent of the senior/executive team.
▪ Westlake business decisions will be made within three business days of
requests, includin g review and approval of deliverables.
▪ Westlake will commit necessary resources to support the Project and perform
the agreed upon acceptance procedures in a timely manner, including
communicating and obtaining active participation from business stakeholde rs
and application owners.
▪ Use of any report or deliverable is limited to Westlake and cannot be relied
upon by any third party. Westlake will ensure it does not amend or modify any
deliverables provided by Inspira without its consent.
▪ Inspira will not provide any legal or regulatory advice or guarantee that our
services will enable Westlake to meet applicable legal, regulatory or industry
standards or other requirements. In addition, the Services are not intended to
detect all security or network threats or vulnerabilities of Westlake systems or
prevent intrusions or damage to Westlake network or operations.
▪ Westlake will ensure that Inspira is not provided sensitive or restricted data
during the course of this engagement.
Inspira Enterprise, Inc. 6
▪ Westlake will be responsible for confirming risk rankings associated with any
findings and for prioritizing the remediation of any findings.
▪ Inspira will leverage a global delivery model (resources located in the United
States and India) throughout this engagement.
9. Success Criteria
To ensure a successful engagement, Inspira requests and requires the following from
Westlake:
• Live workshops to be limited to two up to 10 total hours of workshops .
• Westlake will provide a point of contact to facilitate all contacts with Westlake
stakeholders as well as to drive Westlake teams for timely follow ups (i.e., via email,
ad -hoc meeting requests, etc.), when required.
• Westlake will support Inspira in limiting stakeholder/respondent time to complete
questionnaires to 2 weeks, with limit ed follow up for an additional 2 weeks, if
required; total of 4 weeks to complete questionnaires.
• Any information requested by Inspira will be provided within three business days of
the request.
• Westlake will ensure that service accounts with appropriate access permissions
(typically read-only) are provided in support of TrustCloud integration.
10. Place of Performance
The Services will be performed in the following locations:
Remotely: Inspira or partner offices or employee residence locations
11. Acceptance Plan
Inspira will provide Westlake drafts of all deliverables for feedback. Feedback, except for
requests to change assessment findings, shall be incorporated for up to 2 cycles.
• Westlake shall provide written acceptance of the following:
o Milestones
o Deliverables
Written acceptance may be in the form of email approvals.
12. Training
N/A
13. Matrix
N/A
14. Reports
As outlined in deliverables section 3 herein
15. Service Levels and Service Level Credits
Inspira Enterprise, Inc. 7
N/A
16. Pricing
The Fixed Fee pricing for this engagement is:
Activity Price
Contract Signed $12,500
Final Deliverables $12,500
Estimated Price: $25,000
Payment and pricing terms:
Inspira will invoice twice, with a net 30 payment term.
All payments shall be made in accordance with Section 3 (Invoices and Payment) of the
Agreement.
Work beyond the identified scope of work, key activities, and deliverables will be performed
at Westlake request, upon execution of a Change Order. Inspira’s standard rate cards will be
provided based on the scope.
17. Other Terms (if any)
Inspira shall utilize TrustCloud solution for facilitation of this engagement. Information about
TrustCloud can be found at www.trustcloud.ai.
Accounts for questionnaire respondents will be provided, as needed (including for
infrastructure, engineering, information technology, system administrators, and other
departments), for the purpose of responding to questions, uploading artifacts (if applicable),
or other activities.
Inspira Enterprise, Inc. 8
Executed as an agreement :
By: Town of Westlake
(“Customer”)
Authorized Signature
Sean Kilbride, Mayor o f Westlake
Name and Title
By: Inspira Enterprise, Inc.
(“Service Provider”)
Authorized Signature
Amit Gandre – CEO, Americas
Name and Title
1
MASTER SERVICES AGREEMENT
This Master Services Agreement (the “Agreement”) is entered into on the 16th day of October, 2023.
by and between
Inspira Enterprise, Inc. DBA Inspira Cybersecurity and IT Solutions, Inc in Texas, a Delaware
corporation, having its principal office at 1301 Solana Blvd Suite #2570 Westlake, Texas 76262
(hereinafter referred to as “Service Provider” which expression shall, where the context admits,
include its successors and permitted assigns).
AND
Town of Westlake having its office at 150 Solana Blvd., Building 7, Suite # 7200, Westlake, Texas,
76262 (hereinafter referred to as “Customer”, “Client”, or “Westlake” which expression shall, where
the context admits, include its successors and permitted assigns).
Service Provider and Customer are individually referred to as “Party” and collectively referred to as
“Parties”.
WHEREAS,
A.The Service Provider has experience in providing Information Technologies enabled services
(ITeS) and Cybersecurity services.
B.The Customer is engaged in the bu siness of serving as a world-class provider of end -to -end
outsourcing solutions for transactional and business -critical communications .
C.Now, the Customer desires to engage the Service Provider to provide certain services as more
specifically detailed in this Agreement.
In consideration of the mutual promises and covenants, the benefits to be derived therefrom and
other valuable consideration the receipt and sufficiency of which are hereby acknowledged,
intending to be lega lly bound, the Parties agree as follows :
2
1.DEFINITIONS AND INTERPRETATION
1.1. Definitions. Unless and except to the extent otherwise defined in the relevant provisions
of the Agreement or any SOW, all capitalized terms shall have the meanings assigned to
them below:
“Acceptance” has the meaning ascribed to it in Clause 2.5 of this Agreement.
“Agreement” means this Agreement, including the Exhibits, schedules and attachments
hereto together with Purchase Orders and Statements of Work issued and accepted
hereunder, and any written agreement between the Parties which is supplementary to or in
amendment or confirmation of this Agreement.
“Background Technology” means all Intellectual Property that (a) is (i) owned or licensed by
a Party or by third parties under contract to such Party; and (ii) is in existence in electronic or
written form on or prior to the Effective Date or (b) is developed, acquired, or licens ed by a
Party after the Effective Date independently of the work undertaken pursuant to the
Agreement.
“Business Day” means the normal hours of business during those days of a calendar week
wherein business is generally conducted within a country from where the services will be
provided, taking account of local custom and practice, and specifically excluding local in -
country public and/or bank holidays.
“U.S. Business Hours” means 8:30 a.m. until 8:30 p.m. Eastern Standard (or Daylight if then in
effect) Time in the United States, unless otherwise specified in a SOW.
“Change Order” means any modification or other alteration to the Services or to the nature
or scope thereto that has been mutually agreed to in writing by the Parties.
“Charges” means amounts payable by Customer to Service Provider for provision of Services
under this Agreement.
“Claims” shall have the meaning ascribed to it in Clause 6.1 of this Agreement.
“Confidential Information” shall have the meaning ascribed to it in Clause 7.2 of this
Agreement.
“Disclosing Party” shall have the meaning ascribed to it in Clause 7.2 of this Agreement.
“Dispute” shall have the meaning as given in Clause 12.1 of this Agreement.
“Documentation” means the documentation provided with the Software a nd related Services
and all updates, releases, changes, and versions thereof, which shall contain complete
descriptive information, as well as technical information, operating and maintenance
instructions if applicable.
“Effective Date” has the meaning ascribed to it in Clause 4.1 of the Agreement.
“Exhibit(s)” shall mean the exhibit(s) to this Agreement as referred to in this Agreement.
“Force Majeure Event” shall have the meaning ascribed to it in Section 10 of this Agreement.
3
“Intellectual Property Rights” means all past, present, and future rights of the following
types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights
associated with works of authorship, including exclusive exploitation rig hts, copyrights, moral
rights, and mask works; (b) trademark and trade name rights and similar rights; (c) trade
secret rights; (d) patents and industrial property rights; (e) other proprietary rights in
intellectual property of every kind and nature; and (f) rights in or relating to registrations,
renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the
rights referred to in subsections (a) through (e) of this sentence.
“Original Equipment Manufacturer” or “OEM” means the original manufacturer , creator or
licensor of the Software.
“Purchase Order” has the meaning ascribed to it in Clause 2.2.
“Receiving Party” shall have the meaning ascribed to it in Clause 7.2 of this Agreement.
“Service Provider Personnel” means those employees, subcontractors or agents used by
Service Provider in respect of, or in connection with, the Services to be rendered by Service
Provider pursuant to this Agreement.
“Services” means the services and functions described in a Statement of Work to be provided
by Service provider to Customer under the terms of this Agreement .
“Software” means: (a) the source code and object code versions of any applications,
operating system software, computer software languages, utilities, other computer programs,
in whatever form or media, including the tangible media upon which the foregoing are
recorded, together with all corrections, improvements, updates and releases thereof; (b) any
software development and /or performance testing tools, and related know-how,
methodologies, processes, technologies or algorithms .
“Specifications” means all specifications, drawings, samples and descriptions related to the
Services including, but not limited to, those contained wi thin the Statement or Work or
Documentation.
“Statement of Work ” or “SOW” means each document described as a statement of work, a
sample form of which is included as Exhibit A to this Agreement, which shall govern the
specific Services to be performed by S ervice Provider under this Agreement and the terms
thereof.
“Term” has the meaning ascribed to it in Clause 4.1 of the Agreement.
“Third Party Software” means the Software, tools, applications and Documentation
belonging to a third party and (i) that is licensed or leased by Service Provider from a third
party and used in connection with the provision of the Services ; or (ii) Service Provider acts as
a reseller for such third party with respect to such Software, tools, application and associated
Documentation.
1.2. Interpretation
In this Agreement, unless the context otherwise requires:
4
a.) a reference to this Agreement means this Agreement as amended, supplemented,
varied or replaced from time to time;
b.) a reference to 'including', 'includes' or 'include' must be read as if it is followed by
'(without limitation)';
c.) where a word or an expression is defined, any other part of speech or grammatical
form of that word or expression has a corresponding meaning;
d.) words in the singular include the plural and vice-versa;
e.) a reference to any legislation or legislative provision includes any statutory
modification or re-enactment of, or legislative provision substituted for, and any sub -
ordinated legislation issued under, that legislation or legislative provision;
f.) no rule of construction applies to the disadvantage of a Party on the basis that the
Party put forward this Agreement or any part of it.
1.3. Order of Precedence
The following order of precedence shall be followed in resolving any inconsistencies between
the terms of this Agreement and the terms of any Exhibits, Purchase Orders, Statements of
Work or other documents attached hereto or delivered hereunder:
a.) the terms contained in the body of this Agreement;
b.) the terms of Exhibits or other attachments to this Agreement, provided that no order
of precedence shall be applied among such Exhibits or attachments;
c.) the terms of Statement of Work signed and issued by an authorized representative of
Customer and accepted by Service Provider, including all attachments thereto, unless
such Statement of Work specifically states, with reference to the applicable clause of
this Agreement, that a particular term(s) contained in the body of this Agreement shall
be superseded by a particular term(s) in the applicable Statement of Work, in which
case such term(s) shall be followed in resolving any inconsistencies;
d.) any Purchase Orders issued under this Agreement; and
e.) Documentation.
2. SERVICES
2.1. The Parties shall, from time to time during the Term of this Agreement, enter into
individual SOWs to govern the specific Services to be performed by Service Provider
under this Agreement and the terms hereof. Each SOW shall be executed by an
authorized representative of each of Customer and Service Provider. Each SOW shall,
upon full e xecution thereof, be deemed to be a part of this Agreement and governed by
the provisions hereof and the additional provisions set forth in such Statement of Work.
2.2. Upon execution of the Agreement and the SOW, the Customer shall issue a purchase
order (“Pur chase Order ”) to Service Provider which shall, in accordance with the SOW,
specify the types of Services to be provide by the Service Provider; the date of
commencement of services; and any other information required under this Agreement
to be included in a Purchase Order . All Purchase Orders issued by Customer and
5
accepted by the Service Provider pursuant to this Agreement shall incorporate this
Agreement by reference, and the terms and conditions herein shall govern the
transaction resulting from such Pur chase Order. This Agreement shall supersede any
additional terms and conditions mentioned in the Purchase Order.
2.3. Any change to the scope of Services shall be carried out only in accordance with written
Change Order signed by both the Parties. The Change Order shall be prepared in
accordance with Change Order Form contained in Exhibit B to this Agreement. Upon
execution, including signature by an authorized representative of each Party, the
Change Order shall become effective, and the applicable SOW shall be deemed to have
been amended by the Change Order.
2.4. Customer shall supply all information , inputs, access , permissions required by the
Service Provider for provision of the Services, in timely manner, as more specifically
described in the Statement of Work. Service Provider shall be relieved of its obligation
to perform the Services to the extent Service Provider’s failure to perform its obligation
is (i) directly attributable to the acts or omissions by Customer such as d elays by
Customer in performing any of Customer’s obligations in the SOW, breaches of this
Agreement or SOW by the Customer; and (ii) not caused by Service Provider’s failure to
provide any Service in accordance with this Agreement.
2.5. Acceptance: Service Provider shall deliver, with respect to any phases or segments of
the work relating to the Services along with copies of all written materials generated by
Service Provider in connection with its performance of the Services that Customer might
reasonably request, as specifically described in the Statement of Work. Acceptance of
each such phase by Customer, if applicable, shall occur in accordance with the terms set
forth in the relevant Statement of Work, except that if no such terms are specifi ed,
testing, evaluation and acceptance with respect to each such phase shall be deemed
completed upon delivery/ completion of the Services .
3. INVOICES & PAYMENT
3.1. In consideration of Service Provider providing the Services, Customer shall pay to Service
Provider the Charges as specified in this Agreement or the Statement of Work. All
Charges and other expenses shall be invoiced and payable in United States Dollars only.
3.2. For each month after the Effective Date, S ervice Provider shall invoice Custom er for the
Charges applicable to the Services provided during such month. S ervice Provider
monthly invoices sha l l be raised within five (5) days after the last day of the month . The
invoice shall be in a form and format agreed between the Parties and contain the
following information regarding the Charges : (i) a description of Services as per the
applicable SOW/Purchase Order; (ii) the unit prices net of applicable discounts; (iii) the
breakdown of all applicable taxes; and (iv) the total amount due.
3.3. Customer agrees to pay undisputed invoices for the Services within thirty (30) days from
the date of the invoice. Customer shall pay a late charge of one - and one-half percent
(1.5%) per month on the undisputed portion of any past due invoice until such past due
amount is paid. If Customer, in good faith, disputes any portion of any invoice, Customer
6
shall submit to Service Provider following receipt of the invoice, written documentation
identifying and substantiating the disputed amount within seven (7) days of the receipt
of the invoice. Service Provider and Customer each agree to use commercially
reasonable efforts to resolve any dispute so identified within ten (10) days after Services
Provider receives written notice of dispute from Customer. If the Parties are unable t o
resolve such dispute, such dispute shall be resolved in accordance with the steps
mentioned in Section 12 of this Agreement.
3.4. Customer shall reimburse S ervice Provider for S ervice Provider’s reasonable out-of -
pocket expenses incurred in performing the Services, subject to the following: (i)
expenses shall be pre -approved by Customer in writing; and (ii) all expenses shall be
documented.
3.5. Taxes
All rates and prices are exclusive of all applicable taxes and duties and such other like
payments as may be payable under any applicable laws. Customer shall be charged for
payment of all applicable VAT, GST, service tax or other like taxes, and applicable duties,
whether now or hereafter enacted or im posed (hereafter "Taxes"). Where required under
applicable law, CUSTOMER may deduct taxes from the payments made to S ervice Provider
and shall deliver to Service provider a copy of the deduction certificate as prescribed under
law, reflecting the amount d educted and correct particulars of the Customer entity that has
made the deduction.
4. TERM AND TERMINATION
4.1. Term
The term of this Agreement shall begin on October 16th, 2023 (the “Effective Date”) and
continue for a period of five (5 ) weeks until December 1st, 2023 (the “Term”), unless
terminated in accordance with this Agreement. The duration of each SOW shall be as
per the term defined in that SOW. The SOW may be terminate d as per the terms &
conditions defined in the respective SOW(s). However, neither party can terminate the
Agreement unless the underlying SOW(s) are either delivered or terminated as per the
conditions specified in the SOW. Service Provider shall give Cu stomer written notice of
the terms and Charges for the renewal term Sixty (60) days before the expiry of the
prevalent Term, Service Provider shall provide to Customer the terms and Charges for
the renewal term. In the event, Parties are not able to agree on the proposed terms and
Charges applicable to the renewal term, either Party may request termination of the
Agreement at the end of the Term subject to any open SOW(s) as mentioned above . The
Term together with any renewal terms are hereinafter referred to as the Term.
4.2. Termination for cause
In the event, a Party is in material breach of this Agreement or any Statement of Work,
and such breach is not cured within thirty (30) days after writ ten notice specifying the
breach is given to the breaching Party, the non -breaching Party may (i) terminate this
Agreement or any portion thereof or the applicable Statement of Work by giving written
7
notice to the breaching Party; and (ii) pursue any and a ll remedies available subject to
the provisions of this Agreement or the applicable Statement of Work.
4.3. A Party may terminate this Agreement, immediately, with notice if the other Party:
a) becomes insolvent or bankrupt, makes a general assignment for the benefit of, or
enters into any arrangement with, creditors, files a voluntary petition under any
bankruptcy, insolvency, or similar law, or has proceedings under any such laws or
proceedings seeking appointment of a receiver, trustee or liquidator instituted
against it; or
b) assigns this Agreement or any part thereof without the other Party’s prior written
consent if such consent is required hereunder.
4.4. In the event of termination of this Agreem ent and/or the SOW, Customer will pay in full
for the Services provided up to and including the last day on which the Services are
provided.
5. REPRESENTATIONS AND WARRANTIES.
5.1. Service Provider and Customer hereby respectively represent and warrant that it has full
corporate power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement constitutes valid and binding obligations of
Service Provi der and Customer, enforceable against it in accordance with its terms.
5.2. Service Provider warrants that Service Provider is acting as a reseller of Third -Party
Software and Service Provider shall “pass-through” all warranties, remedies and
indemnities receiv ed from the OE M and, to the extent granted by OEM, Customer shall
be the beneficiary of such OEM warranties and indemnities.
5.3. Service Provider represents and warrants that its performance of any Services will be (i)
of a professional quality; (ii) be provid ed by an adequate number of qualified individuals;
(iii) conform to the prevalent industry standards practiced by similar organizations in
similar conditions and in the same geography .
5.4. Each party will comply with applicable laws, rules, ordinances, and regulations that are
applicable to its performance under this Agreement. Under no circumstances shall
either party be obligated under this Agreement to take any action that it believes, in
good faith, would cause it to be in violation of any laws, rules, ordinances or regulations
applicable to it.
5.5. Each Party agree to comply with all applicable anti-corruption and anti-bribery laws ,
particularly the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, as well as the
laws of each country in which Services are to be performed. As such, Parties agree that
it will not, in connection with transactions contemplated in this Agreement , transfer
anything of value, directly or indirectly, to any government official, employee of a
government-controlled company, political party or other private (non -government)
persons or entities working on behalf of any government , in order to obtain any
improper benefit or improper advantage .
8
5.6. DISCLAIMER. EXCEPT AS SPECIFIED IN THIS SECTION 5, NEITHER CUSTOMER NOR
SERVICE PROVIDER MAKES ANY OTHER WARRANTIES WITH RESPECT TO THE SERVICES .
EACH PARTY EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPL IED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
6. INDEMNIFICATION AND LIABILITY
6.1. Each Party s hall indemnify , defend and hold the other Party harmless from any claims,
damages, liabilities, obligations, expenses, costs, losses, liens, demands, fines penalties,
suits, judgements including reasonable legal fees (‘Claims’), by third parties with respect
to personal injury, damage to tangible property or death caused by the other Party's
negligence or wilful misconduct.
6.2. NOTWITHSTANDING ANY OTHER PROVISION HEREOF, NEITHER PARTY SHALL BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES OR ANY DAMAGES FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL,
LOSS OF ANTICIPATED SAVINGS, OR LOSS OF DATA, OR INTERFERENCE WITH BUSINESS,
ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT, WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE
(INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ITS EMPLOYEES OR
AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS
SECTION 6.2 SHALL NOT APPLY TO SERVICE PROVIDER’S LIABILITIES ARISING FROM ANY
CLAIMS FOR TANGIBLE PROPERTY DAMAGE, PERSONAL INJURY, DEATH O R BREACH OF
SECTION 7 (CONFIDENTIALITY).
6.3 In no event, regardless of the form of the claim or cause of action (whether based in
contract, negligence, strict liability, tort or otherwise) shall Service Provider ’s aggregate
liability to the Customer under this Agreement exceed the fees payable by Cu stomer in
the six (06) months period, immediately preceding the claim, under the relevant
Statement of Work.
7. CONFIDENTIALITY
7.1. Service Provider and Customer each acknowledge that they may be furnished with,
receive, or otherwise have access to information of or concerning the other Party which
such Party considers to be confidential.
7.2. "Confidential Information" shall mean all information, whether oral or written or in
electronic form, disclosed or to be disclosed by one Party (the “Disclosing Party”) to the
other Party (“Receiving Party”), whether specified to be Confidential or not, including
trade secret, business relations, product strategies, business strategies, business plans,
sales projections, names and positions of employees, software, data, methods, or
processes, client lists and their confidential information, financial information or
proprietary information and any other information that the Receiving Party knows or
has reason to know or believe as being confidential, trade secret or proprietary
information of the Disclosing Party or that of its customers.
9
7.3. Notwithstanding the foregoing, "Confidential Information" shall not include any information
which:
a) is in public domain at the date of its disclosure to the Receiving Party, or has
subsequently come in public domain other than by way of a breach of the terms of
this Agreement;
b) was available to the Receiving Party prior to its disclosure by the Disclosing Party
under the terms of this Agreement;
c) has been r ightfully obtained by the Receiving Party or have come to the knowledge
of the Receiving Party from a source other than the Disclosing Party without any
obligation of confidentiality;
d) which is developed by or for the Receiving Party independently and witho ut
reference to any Confidential Information and such independent development can
be shown by documentary evidence; or
e) the Disclosing Party agrees in writing that it may be disclosed.
7.4. Receiving Party shall hold the Confidential Information disclosed by th e Disclosing Party in
strict confidence and use the same only for carrying out its obligations as set forth in this
Agreement. Receiving Party shall use at least the same degree of care to avoid unauthorized
disclosure or use of the Confidential Informatio n as it employs with respect to its own
Confidential Information of like importance.
7.5. Receiving Party shall ensure that its employees are aware of and comply with the
confidentiality and non-disclosure provisions contained herein and if Receiving Party becomes
aware of any breach of confidence by any of its employees, it shall promptly notify Customer.
7.6. However, Receiving Party may make disclosures required by court order or administrative
agency or a validly enforceable subpoena, provided the Receiving P arty uses reasonable
efforts to limit such disclosure and to seek confidential treatment or a protective order and to
the extent feasible, has given the Disclosing Party the opportunity to participate in the
proceeding.
7.7. Receiving Party’s obligations under this Agreement will continue for a period of three (3)
years, post termination or expiration of this Agreement.
7.8. Receiving Party acknowledges that if the Receiving Party fails to comply with any of its
obligations hereunder, the Disclosing Party may suffer irreparable harm for which monetary
damages may not be adequate. The Receiving Party agrees that, in addition to all other
remedies provided at law or in equity, the Disclosing Party shall be entitled to injunctive relief
from the court of competent jurisd iction without the necessity of proving actual damages or
posting any bond or other security.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. Each Party shall have and retain exclusive ownership of its Background Technology,
including any Intellectual Property Rights therein. Customer shall have and retain
exclusive ownership of all Customer Software, in each case including any Intellectual
Property Rights therein. Service Provider shall have and retain exclusive ownership of
10
all of S ervice Provider Software, including any Intellectual Property Rights therein. All
rights as described in this Section 8 and not expressly granted in this Section 8 with
respect to any S oftware, products, applications, tools, works and materials are reserved
to the owner thereof.
8.2. As Specifically stated in the applicable SOW, Services Provider shall obtain the necessary
licenses to Third-Party Software to be provided or used in connection with the Services
under this Agreement.
8.3. Parties, hereby, agree that no development work or tran sfer of any Software ownership
is envisaged in this Agreement.
9.FORCE MAJEURE
Neither Party shall be liable for any delay or failure in performance due to events outside the
defaulting Party’s reasonable control, including without limitation acts of Go d, earthquake,
riots, terrorism, war, fire, epidemics, pandemics, or other similar circumstances beyond its
reasonable control (“Force Majeure Event”). To the extent a Force Majeure Event delays the
performance of Service Provider by more than thirty (30) days, Customer may terminate this
Agreement or the affected Statement of Work upon delivery of written notice to Service
Provider.
10.GOVERNING LAW
This Agreement will be construed and applied in accordance with the laws of the State of Texas
without regard to the principles of conflict of laws and other principles that would direct the
application of the substantive laws of another jurisdiction.
11.DISPUTE RESOLUTION
11.1. Except as otherwise provided below, the Parties shall initially attempt to resolv e any
dispute arising under or related to this Agreement (a “Dispute”) in accordance with the
procedures set forth in this Section 1 1.
a)Within five (5 ) Business Days after either Party furnishes to the other notice of a
Dispute, the Customer’s Relationship Manager and Service Provider’s Relationship
Manager shall consider the Dispute in person or by telephone and shall attempt to
resolve the Dispute within a period of five (5 ) Business Days. If the Dispute is not
resolved, as agreed by the Parties, within such five (5) Business Day period, the
Dispute shall be escalated in accordance with Clause 1 1.1(b)
b)If a Dispute is not resolved in accordance with Clause 11.1(a), the Chief Information
Officer (or equivalent position) of Customer and the Chief Executive Officer of
Service Provider shall meet within five (5) business days after a Party’s request to
discuss the Dispute in person or virtually at a mutually agreed venue and shall
attempt to resolve the Dispute within a period of ten (10 ) business days.
c)If a Dispute is not resolved as per Clause 1 1.1(b), then ei ther Party may initiate
binding arbitration administered by the International Centre for Dispute Resolution
of the American Arbitration Association (the “AAA”) in accordance with its
11
International Arbitration Rules by providing written notice to the other Party
informing the other Party of such intention and the issues to be resolved. The
arbitral panel shall consist of one arbitrator and that person will be selected in
accordance with the AAA procedures referred to above. The arbitrator shall be
independen t of each of the Parties. The language of arbitration shall be English, and
the place of arbitration shall be Dallas. The costs of arbitration, including
administrative and arbitrator fees, shall be shared equally by the Parties, provided
that each Party shall bear the expenses of its witnesses, counsel and other experts.
11.2. Notwithstanding the foregoing, nothing in this Agreement shall limit either Party’s right
to seek immediate injunctive or other equitable relief whenever the facts or
circumstances would p ermit a Party to seek such relief in a court of competent
jurisdiction.
12. NON-SOLICITATION
During the Term of this Agreement and for a period of one (1) year post termination or
expiration of this Agreement, Customer agrees that it shall not either on its own or on behalf
of its affiliates, customers or vendors, directly or indirectly, solicit for employment, hire or
engage as an employee or independent contractor any of Service Provider Personnel or assist
any other person or entity in hiring, soliciting, retaining or encouraging any member of Service
Provider Personnel, to leave the employment or terminate the contractual agreement with
Service Provider.
13. MISCELL ANEOUS.
13.1. This Agreement (including any Purchase Order, Statement of Work and /or Exhibits
incorporated herein) contains the entire understanding between the Parties relating to
the subject matter hereof and shall supersede any and all promises, representations,
warranties, undertakings or other statements with respect to the subject m atter hereof,
whether written or oral, made by or on behalf of one Party to the other of any nature
whatsoever or contained in any document given by one Party to the other.
13.2. This Agreement may not be amended or modified otherwise than by a written
agreement executed by the Parties hereto or their respective successors or legal
representatives.
13.3. Any notices or other documents required to be delivered under this Agreement shall be
in writing and shall be sufficient if personally delivered with written acknowl edgment of
said delivery by the recipient; or if sent by Federal Express or other internationally
recognized overnight delivery service with written receipt by the courier of delivery; or
if sent by both (i) facsimile with electronic confirmation of transm ission, and (ii)
electronic mail; provided, however, any notice of a Dispute shall be sent to the address
provided for Legal notices by Federal Express or other internationally recognized
overnight delivery service with written receipt by the courier of de livery. Any notices
shall be delivered to the following locations, unless same is changed by written notice
to the other Party in accordance with this Agreement.
12
If to Service Provider
Attn: Amit Gandre (CEO, Americas)
Email: amit.gandre@inspiraenterprise.com
With copy to: inspira.legal@inspiraenterprise.com.
If to Customer
Address: Town of Westlake, 1500 Solana Blvd., Building 7, Suite 7200, Westlake, Texas,
76262
Customer Attn: Wade Carroll
Email: wcarroll@westlaketx.gov
13.4. Customer and Service Provider may jointly announce via Press Release/ Social Media
Release mentioning about the Services being provided by Service Provider under this
Agreement . The content, date, and format of the same shall be mutually agreed
between the Parties. The Customer authorizes Service provider to publicly identify the
Customer as a customer and include the Customer's name and logo on Service provider's
website and other promotional and marketing materials.
13.5. If one or more of the provisions contained in this Agreement are held to be
unenforceable, such provision(s) shall be deemed not to have been written and shall not
affect any other provisions of this Agreement provided that this Agreem ent may
reasonably continue without such provision(s).
13.6. The failure of either Party to enforce at any time any of the provision of this Agreement
shall not constitute a waiver of such provision or the right of the Party to enforce such
provision.
13.7. Neither Party shall assign this Agreement or any rights and liabilities hereunder without
the prior written consent of the other Party.
13.8. The Parties intend to create an independent contractor relationship, and nothing
contained in this Agreement shall be construed to make either Customer or Service
Provider partners, joint venturers, principals, agents, or employees of the other.
13.9. Any provision of this Agreement which contemplates performance or observance
subsequent to termination or expiration of this Agreement shall survive termination or
expiration of this Agreement and continue in full force and effect including without
limitation, accrued rights to payment, confidentiality obligations, warranty disclaim ers,
and limitations of liability.
13.10. The Parties hereto acknowledge and agree that this Agreement has been negotiated by
the Parties, that each Party has been given the opportunity to independently review this
Agreement with legal counsel, and that each Part y has the requisite experience and
sophistication to understand, interpret and agree to the particular language of the
provisions hereof. Accordingly, in the event of an ambiguity in or dispute regarding the
13
interpretation of this Agreement, this Agreemen t shall not be interpreted or construed
against the Party preparing it.
[The next page is the signature page.]
14
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized officers or agents on the date set out above:
By: Town of Westlake
(“Customer”)
Authorized Signature
Sean Kilbride, Mayor of Westlake
Name and Title
By: Inspira Enterprise, Inc.
(“Service Provider”)
Authorized Signature
Amit Gandre, CEO Americas
Name and Title