HomeMy WebLinkAboutSkillsoft Corporation; 2020-10-30;
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OCTOBER 30, 2020 City of Carlsbad Attn: Rachel Muller 1635 Faraday Ave. Carlsbad, CA 92008 USA Dear Rachel: This letter and any exhibits attached hereto sets forth the agreement between Skillsoft Corporation (Skillsoft) and City of Carlsbad (Customer) effective as of 30 October 2020 (the Effective Date) and will confirm the purchase of the License(s) selected below (the Agreement). Customer hereby agrees to a termed license for the products and/or services selected below pursuant to the pricing set forth below and upon the License Terms and Conditions set forth herein. Products, Services & Pricing: Access to the following products and/or services selected below is for the applicable number of named authorized Customer employees located in the Territory (the “Authorized Audience”) during the period of time from the Start Date through the End Date (the License Term). 1. LICENSE TERM: START DATE: 30 OCTOBER 2020 END DATE: 29 OCTOBER 2022
SKILLSOFT PRODUCT AUTHORIZED AUDIENCE
COMPLIANCE IMPLEMENTATION FEE (YEAR ONE ONLY) SEE EXHIBIT B
SKILLPORT COMPLIANCE COMPLETE 1,200 DEPLOYMENT METHOD: Extranet Hosting Services with Open Learning Services Territory: North America, however, if any portion of the Territory is subject to an embargo or other legal restriction imposed on either party, that portion of the Territory shall be deemed excluded from the definition of “Territory”. 2. DEFINITIONS. Customer Data shall mean any data, information, or material provided or submitted to Skillsoft by the Customer in connection with Customer’s use of the Skillsoft Products, such that a reasonable person engaged in a similar transaction would consider to be Confidential Information under this Agreement. Skillsoft Product(s) shall mean the Skillsoft products and services set forth in this Agreement. Skillsoft Property shall mean the Skillsoft Product(s) and Skillsoft’s web site architecture and content thereof including, but not limited to, the intellectual property rights inherent therein and/or appurtenant thereto and any copies made as authorized under this Agreement.
License Consumption occurs when a member of the Authorized Audience has accessed the applicable Skillsoft Product (a Licensed User). Accessing of a Skillsoft Product includes CD or on-line viewing as well as downloading for future use, and/or saving to a bookshelf. Once an individual has accessed a Skillsoft Product, such individual is considered to have consumed a license for that Skillsoft Product for the remainder of the then current annual License Term, or except as otherwise set forth herein.
Course Object shall mean current and future online computer based training materials developed and owned by Skillsoft and/or its licensors in the content areas relating to business skills, employee health and safety, legal compliance, financial services industry, desktop applications and information technology, including all hard copy, machine-readable materials that comprise the object, including, all related software, data, disks, tapes, CD-ROM, Documentation and packaging delivered, including by electronic delivery, to Customer. Planned Course Object(s) that are not commercially available at the time of Customer’s selection are available on a 'when and if' basis. A target date is indicative of the anticipated release date but is subject to change or removal by Skillsoft without notice. The materials provided hereunder have been developed with subject matter expertise from various third parties but are intended for informational and educational purposes only and do not constitute legal advice or guarantee compliance with any federal, state or local laws or regulations. Although Skillsoft undertakes all reasonable efforts to maintain the legal accuracy of this content and make updated content available to customers, neither Skillsoft nor any third party represents or warrants that the content reflects current legal developments; customers are encouraged to consult local counsel before taking any action based on the content or information provided hereunder.
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Extranet Hosting Services with Open Learning Services shall mean a method of delivery and access to the Course Object(s) whereby Skillsoft shall host the Course Object(s) on Skillsoft servers using Skillsoft’s Open Learning Services Architecture. The 'Open Learning Services Architecture' is Skillsoft’s proprietary platform through which Customer may access the Course Object(s) through an application interface via the World Wide Web. Skillsoft will provide all Extranet Hosting Services with Open Learning Services as they relate to management of Course Object(s) including securing server space, installation and maintenance of Course Object(s) and allocation of bandwidth. If Customer licenses Extranet Hosting Services with Open Learning Services and Skillsoft releases any Updates to Extranet Hosting Services with Open Learning Services, Skillsoft and Customer shall work together to determine a mutually agreeable time to upgrade the Customer to the latest version. If Customer is not willing or able to upgrade to the latest version, Customer acknowledges that it will not be entitled to other Skillsoft Product Updates that are not compatible with Customer's version of Extranet Hosting Services with Open Learning Services. Skillsoft reserves the right to upgrade Customer’s version of Extranet Hosting Services with Open Learning Services site at any time. These upgrades may be conducted during production time. 3. LICENSE FEES. Customer’s total committed license fees hereunder are set forth below and are calculated as follows. Applicable state and local taxes are not included in the totals below and will be calculated as of the date of the invoice(s) issued hereunder: YEAR/TERM ANNUAL LICENSE FEES Y1 $21,668.22
Y2 $19,918.22
TOTAL $41,586.45
All fees shall be invoiced annually in advance and are due and payable 100% net 30 days from the date of invoice. TERMINATION FOR CONVENIENCE. Skillsoft will allow Customer the ability to terminate this Letter Agreement for convenience effective October 30, 2021 (the 'Early Termination Date'), provided that such election is made in writing at least 90 days prior to such Early Termination Date. In the event Customer exercises its right to terminate based on the foregoing, Skillsoft shall invoice Customer in the amount $1,271.38 upon Skillsoft’s receipt of Customer’s termination notice and such invoice shall be due and payable within 30 days from the date of invoice. 4. LICENSE TERMS. Subject to the restrictions stated in this Agreement, Skillsoft grants to Customer, and Customer accepts, a non-exclusive, non-transferable license (without the right to sublicense) for the License Term, to use and to allow the applicable Authorized Audience to access and use the Skillsoft Product(s) set forth therein in within the Territory for internal training purposes only. Customer shall take all reasonable security precautions to ensure that only the Authorized Audience accesses the Skillsoft Property. Skillsoft agrees that Customer may reassign: a) up to the total number of the Authorized Audience learner IDs in each agreement year effective on the anniversary of the License Term or b) for Customer’s full-time regular employees, at any time during the License Term provided the learner IDs are reassigned from learners no longer employed with Customer effective that year. All Skillsoft Products are the property of Skillsoft and/or its third-party publishers and/or licensors and are protected by copyright and other laws relating to proprietary rights. Except for the limited license rights granted to Customer above, the terms of this license do not convey any ownership or other rights of any kind to Customer in or to the Skillsoft Property, and Skillsoft reserves all rights not expressly granted to Customer herein. During the License Term, Customer shall have the right to receive any corrections, enhancements, or other modifications as made commercially available to all Skillsoft customers licensing the same Skillsoft Products. Customer shall not (a) reproduce, distribute, sell, sublicense, or otherwise make available the Skillsoft Property, or any part thereof, to any third party; (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Skillsoft Property, or any part thereof; (c) modify, translate, adapt, alter, or create derivative works (as defined under the United States copyright laws) based upon the Skillsoft Property or any part thereof; (d) remove any proprietary notices, labels, or trademarks, or service marks on any Skillsoft Property; (e) merge the Skillsoft Property, or any component thereof, with another program; (f) use the Skillsoft Property, or any component thereof, for any purposes other than those explicitly stated in this Agreement; or (g) have any right to any source code for the Skillsoft Property. Customer further agrees that Customer is solely responsible for the content of all visual, written, or audible communications made by Customer or its Authorized Audience using the Skillsoft Product(s). Skillsoft shall have the right to review its records of Customer’s access to and usage of the Skillsoft Product(s) to verify compliance with the Agreement. If the Skillsoft Products licensed herein are deployed outside of Skillsoft’s learner management systems, upon request from Skillsoft, Customer agrees to submit a report to Skillsoft showing Customer’s usage of the Skillsoft Products (“Usage Report”). The Usage Report shall include details of all users of the Skillsoft Products. The purpose of the Usage Report shall be to show the number of Licensed Users that accessed the Skillsoft Products.
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If Customer’s use of the Skillsoft Products exceeds the permitted Authorized Audience for such product, then Skillsoft shall notify Customer in writing of such excess (an “Overage”). Customer will execute any amendments necessary to memorialize such excess. Customer shall pay Skillsoft for such Overage plus interest within five (5) business days of its receipt of invoice. 5. INDEMNITY. a. Skillsoft, at its expense, shall indemnify, defend, and hold Customer harmless from and against all claims, damages or other liabilities asserted by or payable to a third party that a Skillsoft Product infringes upon a patent, copyright, trademark, or trade secret of said third party in the Territory (each, a “Product Claim”). b. Customer, at its expense, shall indemnify, defend, and hold Skillsoft harmless from and against all claims, damages, or other liabilities asserted by or payable to a third party arising out of or in connection with any property, information, software, documentation, or materials provided to Skillsoft by Customer or that Skillsoft hosts on any Skillsoft Product(s) as requested by Customer (each, a “Customer Content Claim”). c. In order to seek or receive indemnification pursuant to the provisions of this Section 5, (i) the party seeking indemnification (the “Indemnified Party”) will promptly notify the other party (the “Indemnifying Party”) in writing after receiving notice of any Product Claim or Customer Content Claim (a “Claim”) ; (ii) the Indemnifying Party shall have sole control of the defense of any action on such Claim and all negotiations for its settlement or compromise; and (iii) the Indemnified Party shall cooperate reasonably with the Indemnifying Party in the defense, settlement, or compromise of such Claim at the Indemnifying Party’s expense. The Indemnifying Party shall not be responsible for the expenses, including attorney’s fees, of the Indemnified Party incurred after the Indemnifying Party assumes defense of a Claim, but the Indemnified Party may participate therein and retain counsel at its own expense. The Indemnifying Party will not be responsible for any settlement or compromise of any Claim made by the Indemnified Party without the Indemnifying Party’s written consent. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement or compromise affecting the Indemnified Party, to the extent that the judgment, settlement, or compromise requires the admission of liability, fault, or wrongful act or conduct on the part of the Indemnified Party, and/or otherwise involves more than the payment of money by the Indemnifying Party, without the prior written consent of the Indemnified Party. 6. TERMINATION RIGHTS. This Agreement shall commence on the Effective Date and will expire on the End Date as set forth on page one of this Agreement, unless terminated earlier pursuant to this Section 6. Either party may cancel this Agreement (a) upon written notice to the other party, if the other party commits a material breach which it fails to cure within thirty (30) days of receipt of written notice of such breach; or (b) immediately if a party has a receiver appointed, or an assignee for the benefit of creditors, or in the event of any insolvency or inability to pay debts as they become due by such party, except as may be prohibited by applicable bankruptcy laws. If either party terminates this Agreement pursuant to (a) or (b) above, then such party reserves the right to pursue any and all rights and remedies available to it under applicable law, including, in the case of Skillsoft, collection of the committed License Fees. If Customer terminates this Agreement pursuant to (a) above, then Skillsoft shall not retain any amount previously paid by Customer for the period after the effective date of termination, but shall be entitled to receive and retain all amounts attributed to the period before the effective date of termination. Upon expiration or termination of the License Term, Customer will delete any copies of the Skillsoft Products or Skillsoft intellectual property from its computer(s) or server(s) and destroy (and certify as destroyed) or return to Skillsoft all such copies. Skillsoft LMS Shut Down and Return/Deletion of Customer Data. Effective thirty (30) days after the termination or expiration of this Agreement, Skillsoft shall have the right to shut down any and all Customer-specific Skillsoft LMS site(s). If Customer requests Customer Data within 30 days of such termination or expiration, Skillsoft will make available to Customer an electronic copy of the Customer Data, however, any additional formatting or other work involving Customer Data shall be subject to an additional fee at Skillsoft’s then-current rates. After such 30-day period, Skillsoft shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control, in accordance with Skillsoft’s internal policies. Skillsoft will not provide copies or extracts of Customer Data unless all amounts due and owing, including any Committed License Fees, Overage fees, or any other fee or charge associated with Customer’s use of the Skillsoft Products and/or services, have been paid by Customer. 7. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY. a. SKILLSOFT GRANTS NO WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED. SKILLSOFT SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, AND NOT IN LIMITATION OF FOREGOING, SKILLSOFT DOES NOT WARRANT THAT ANY SKILLSOFT PRODUCT(S) WILL MEET CUSTOMER REQUIREMENTS OR THAT THE OPERATION OF ANY SKILLSOFT PRODUCT(S) WILL BE UNINTERRUPTED OR ERROR FREE. b. Neither party shall be liable for any consequential, collateral, special, incidental, indirect, exemplary, or punitive damages, including,
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without limitation, loss of profits or revenue, loss of use, damage, loss or destruction of data, costs of cover, or costs of delay, however caused and based on any theory of liability, for any claims or causes of action arising out of or related to this Agreement or its subject matter. These limitations will apply even if a party has been informed of the possibility of such damages or any other liability which cannot be excluded or limited by law. c. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF ANY CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE), UNDER THIS AGREEMENT OR ARISING OUT OF OR RESULTING FROM CUSTOMER’S USE OF ANY SKILLSOFT PRODUCT(S) EXCEED THE LICENSE FEES PAID OR PAYABLE UNDER THIS AGREEMENT WITH RESPECT TO SUCH SKILLSOFT PRODUCT(S). d. The limitations of liability set forth in (b) and (c) above shall not apply to (i) the either party’s indemnification obligations under this Agreement; (ii) damages arising out of or in connection with Customer’s breach of Section 4 of this Agreement; or (iii) any damages arising out of or in connection with either party’s misappropriation of the other party’s intellectual property rights. 8. CONFIDENTIALITY. Each party agrees that it shall treat confidentially all information provided by each party to the other regarding its business and operations. For the avoidance of doubt, the Skillsoft Products shall be considered the confidential information of Skillsoft. All confidential information provided by a party hereto shall be used by the other party solely in furtherance of this Agreement and shall not be disclosed to any third party without the prior consent of the disclosing party. The foregoing shall not be applicable to any information that is publicly available when provided or thereafter becomes publicly available other than through a breach of this Agreement, or that is required to be disclosed pursuant to any judicial or administrative process or otherwise by applicable law, including the California Public Records Act and Civil Discovery Act. The recipient of confidential information shall immediately notify the other party of any actual or suspected unauthorized disclosure of the other party’s confidential information. The parties agree that a breach or threatened breach of this Section 8 would result in irreparable harm to the non-breaching party, which breach would be inadequately compensated by money damages. Accordingly, the non-breaching party may, in addition to any other legal remedies that may be available, seek injunctive relief, including without limitation preliminary injunctive relief, prohibiting or enjoining any such actual or threatened breach of this Section 8. The parties agree that the non-breaching party will not be required to post a bond in seeking such injunctive relief. 9. COMPLIANCE WITH LAW. Each party will comply with all applicable laws and regulations in performing its obligations hereunder, including, without limitation, all U.S. and/or EU export regulations. Contractor Services licensed under this Agreement are Commercial Computer Software under United States Federal Government Acquisition Regulations and agency supplements thereto. Contractor Services are provided to the federal government and its agency only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial software developed at private expense and not in the public domain. The use, duplication or disclosure by the government is subject to restrictions as set forth in subdivision (c) (1) (ii) of the Rights in Technical Data and Computer Software at DFAR 252 227-7013. Unless exempt, Customer and Skillsoft shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. If applicable, the Customer and Skillsoft shall also abide by the requirements 41 CFR § 61-300.10 regarding veterans’ employment reports and 29 CFR Part 471, Appendix A to Subpart A regarding posting a notice of employee rights. Customer will comply with all applicable laws and regulations in connection with its downloading and use of the Skillsoft Property and in performing its obligations hereunder, including, but not limited to, export controls and embargo restrictions under the laws and regulations of the United States ("U.S.") and the European Union (“EU”), including without limitation, export controls administered by the U.S. Department of Commerce, the United States Department of the Treasury Office of Foreign Assets Control, and or other U.S. agencies (collectively, “Export Control Laws”). Notwithstanding any other provision of this Agreement, Customer agrees that Skillsoft, in its sole discretion, may take such actions as it deems necessary to remedy a breach of any provision in this Section 9. Each party hereby agrees to indemnify and hold harmless the other party and its respective officers, directors, employees, agents, and affiliates from and against any and all claims, actions, demands, liabilities, penalties, fines, fees, costs, or expenses, including reasonable attorneys’ fees, arising out of or in connection with a party’s breach of this Section 9. 10. GOVERNING LAW AND VENUE. This Agreement and all disputes hereunder, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of California without reference to its conflicts or choice of law provisions. All claims, disputes and/or lawsuits in connection with this Agreement shall be brought in the courts of the State of California, County of San Diego, and each party to this Agreement hereby irrevocably submits to the jurisdiction and venue of such courts. 11. TAXES. The license fees set forth above do not include taxes. Customer shall be responsible for payment of all applicable taxes, however designated or incurred, in connection with this Agreement, including without limitation, state and local excise, sales, withholding and use taxes and any other applicable governmental assessments. If Customer fails to pay any applicable tax, then Skillsoft may pay such tax on Customer’s behalf and seek reimbursement from Customer.
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12. NOTICES. All notices given hereunder shall be in writing and delivered: (i) personal delivery; (ii) by registered or certified mail, postage prepaid, return receipt requested; or (iii) by a nationally recognized overnight courier. A notice shall be deemed given on the date of receipt or refusal of receipt. Notices to Customer shall be sent to the address indicated above, and notices to Skillsoft shall be sent to: Skillsoft Corporation 300 Innovative Way, Suite 201 Nashua, NH 03062 Attn: Contracts Dept. Admin
13. SURVIVAL. Any obligations which either expressly or by their nature are to continue after the termination or expiration of this Agreement shall survive and remain in effect. 14. GENERAL. a. Assignment. This Agreement may not be assigned or transferred by either party without the prior written consent of the other party,
which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign its rights and obligations under this Agreement, in whole but not in part, without the other party’s permission, to an affiliate or in connection with any merger, consolidation, sale of all or substantially all of such assigning party’s assets, or any other similar transaction; provided that the assignee: (i) is not a direct competitor of the non-assigning party; (ii) provides prompt written notice of such assignment to the non-assigning party; (iii) is capable of fully performing the obligations of the assignor under this Agreement; and (iv) agrees to be bound by the terms and conditions of this Agreement. Any purported transfer or assignment in violation of this paragraph shall be null and void and of no force and effect. b. No Third-Party Beneficiary. This Agreement is made and entered into for the sole protection and benefit of the parties hereto and is not intended to convey any rights or benefits to any third parties, nor will this Agreement be interpreted to convey any benefits or rights to any person except the parties hereto. c. Publicity. Customer will be eligible to participate in Skillsoft's customer reference program which may include, but is not limited to, participation in customer case studies, press releases, collateral, and opportunities with media and industry analysts. Upon Customer’s
written consent, Skillsoft may use Customer’s name and logo in lists with other customers (including listing Customer's name and logo on Skillsoft’s website). However, Skillsoft shall not use Customer’s name in any other promotional material (including, without limitation, online or print-based quotes, case studies, and video testimonials) without advance authorization from Customer. Except as set forth above, there shall be no public announcement of this Agreement or the relationship between the parties without mutual review and approval by both parties, except as part of required governmental filings, SEC filings, quarterly earnings announcements, and/or financial presentations. d. Relationship of the Parties. The relationship of Skillsoft and Customer established by this Agreement is of licensor and licensee, each to constitute an independent contractor. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, partners, joint ventures, co-owners, or otherwise as participants in a joint undertaking. The parties understand and agree that, except as specifically provided in this Agreement, each party does not grant the other party the power or authority to make or give any agreement, statement, or other commitment on behalf of it. e. Force Majeure. With the exception of payment obligations, a party shall not be liable to the other for any loss or damage resulting from any delay or failure of the Skillsoft Product(s), or any part thereof, or its ability to perform its obligations hereunder, in any respect, if such delay or failure is caused, in whole or in part, by events beyond its control. Such events include, without limitation, acts of God, strikes, lockouts, riots, acts of war, terrorist acts, governmental actions, floods, earthquakes, epidemics, natural disasters, fires, and explosions.
f. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter thereof and its provisions shall take precedence over all prior and/or contemporaneous discussions, proposals, agreements, and/or nondisclosure agreements, whether written or oral. Any amendment to this Agreement must be in writing and signed by an authorized representative of Customer and Skillsoft. Any terms or conditions contained in any Customer purchase orders or other documents shall be void and of no force or effect. The failure or delay by either party in exercising any right or remedy hereunder shall not operate as a waiver of any such right or remedy. Waiver by either party of any default shall not waive any prior, concurrent, or subsequent defaults by the other party. If any provision herein is held invalid or unenforceable by a court of competent jurisdiction, then such provision shall, to the extent of such invalidity or unenforceability, be severed. All other provisions shall continue in full force and effect and shall be construed
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so as to best effectuate the intention of the parties in executing it. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. This Agreement may be executed in counterpart(s), all of which shall be original, signed documents, and which together shall constitute a single agreement. The authorized representatives of Skillsoft and Customer have executed this Agreement signifying their agreement to its contents. SKILLSOFT CORPORATION
CITY OF CARLSBAD Signature Signature
Print Name Print Name
Title Title Date Date
ATTEST:
BARBARA ENGLESON
City Clerk
APPROVED AS TO FORM:
CELIA A. BREWER, City Attorney
BY: _____________________________
Assistant City Attorney
Melissa Talty (Oct 14, 2020 09:09 EDT)
Melissa Talty
Melissa Talty
Oct 14, 2020
Sr Manager Revenue
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10/26/2020
Maria Callander
Director of Information Technology
for
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EXHIBIT A: CUSTOMER INFORMATION EXHIBIT
BILL TO City of Carlsbad SHIP TO City of Carlsbad
CONTACT Rachel Muller CONTACT Rachel Muller
PHONE (760) 268-4746 PHONE (760) 268-4746
E-MAIL rachel.muller@carlsbadca.gov E-MAIL rachel.muller@carlsbadca.gov
ADDRESS 1635 Faraday Ave. ADDRESS 1635 Faraday Ave.
CITY Carlsbad CITY Carlsbad
STATE CA STATE CA
COUNTRY USA COUNTRY USA
ZIP CODE 92008 ZIP CODE 92008
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EXHIBIT B: COMPLIANCE IMPLEMENTATION SERVICE EXHIBIT 1. BACKGROUND AND OBJECTIVES 1.1 Background Skillsoft's Compliance Implementation Service guides customers through a simple implementation methodology that focuses on the elements of successful program launch planning. Based on deployment method, this could include defining completion criteria, configuration, branding, loading the environment with user data, and training. The objective of this service is to implement an effective program that can be well communicated, reported upon and delivered to an organization quickly. As the need for organizational alignment is fundamental to all programs, Skillsoft begins the implementation process with a meeting to review your training matrix. This discussion will shape the implementation decisions that ensure the success of the program. After launch, you may purchase additional, optional, consulting services to assist you with learning strategy, audience definition, and other activities to leverage and expand your compliance environment. 2. SCOPE AND APPROACH 2.1 Scope Project Management The Compliance Implementation process follows a predefined project plan with specific activities and deliverables each week. A Skillsoft implementation consultant will serve as the project coordinator and review the tasks and deliverables with Customer at the start of the project. The Customer will provide a designated Project Manager who will be available for the duration of the project and who will be responsible for coordinating Customer resources and ensuring that Customer deliverables are provided in an accurate and timely manner. This Compliance Launch process follows a customer-enablement approach. Customer will perform the majority of pre-launch configuration, with Skillsoft consultants providing guidance and orientation. Skillsoft will perform all technical implementation tasks required to create a Compliance environment and provide Customer with administrative access to perform configuration activities. Based on deployment method, you will follow a predetermined project plan utilizing a phased approached. Tasks (Skillport deployed utilizing Advanced Compliance Module (ACM)) Phase 1 Phase 2 Phase 3 Phase 4 Launch Request current training matrix
Implementation call
Discuss use of learner attributes
Site build
User attribute meeting Identify attributes to use for assignments Addition of users to ACM
Complete the attribute mapping
Activate data integration
Create audiences in ACM
Discuss exemptions & equivalencies
Historical compliance completions (if applicable) Review E-notifications Provide whitelist details
Confirm Customer has whitelisted
Create the notifications and customize, as needed
Identify the training administrators
Review all administrator videos Facilitate administrator training Q&A Learner awareness notification Identify and address any issues/concerns
Update reference notes for Compliance support
Tasks (Third Party LMS Deployed) Phase 1 Phase 2 Phase 3
Review of client training matrix
Implementation call
Identify the training administrators
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Site build
Review Site documentation
Facilitate administrator training Q&A (as required)
Activate content integration system
Provide whitelist details Confirm Customer has whitelisted Learner awareness notification
Identify and address any issues/concerns
Update reference notes for Compliance support
Pre-implementation This is fundamental to ensure a successful implementation and customer alignment. This web-based call will cover a demo of ACM module (if applicable), review Customer training matrix and set-up considerations, and review the project approach. User attribute meeting (ACM deployment) In this one-hour meeting, we will concentrate on user profile data fields (“attributes/demographics”). These serve several purposes within the compliance platform, including audience/group definition, content entitlement, content assignments, and reporting. A one-hour meeting will be conducted by Skillsoft to review best practices for attribute and audience creation, and the impact on the user data load. Customer Training To familiarize Customer team with the platform, Customer will review online training materials, as well as participate in up to three (3) supplemental, one-hour consulting sessions to address specific questions that Customer administrator(s) may have. The supplemental consulting will be limited to the scope of this Compliance Implementation project and will focus on technology and enablement. All members of the Customer project team will complete the required online training. Outside of Scope The following are outside the scope of the Compliance Implementation process, and are optionally available after the Compliance Implementation is complete and signed-off via supplemental consulting statements of work: •
• Customer-specific reporting or data extract
• Integrations with other systems
• Managing on-going course programs; including adding courses, creating assignments, managing programs, and marketing Any additional work not included in the scope above shall be performed at Customer’s request at Skillsoft’s then current rates associated with such work. A separate Statement of Work will be executed by the parties to memorialize any additional work, including project scope, fees, payment terms, and any other applicable details specific to such additional work. After launch, you may purchase additional, optional, consulting services to assist you with learning strategy, audience definition, custom channel creation and curation, and other activities to leverage and expand your Percipio environment. Any change in scope will likely result in a fee, which will be mutually agreed upon in advance, and in writing, by Customer and Skillsoft. 2.2 Duration – This implementation project will take up to ninety (90) days. Achievement of the schedule requires customer completion of deliverables within the defined timeframes. 2.3 Approach - The Skillsoft Implementation Consultant will seek confirmation in writing of project priorities, milestones, schedule and objectives. 2.4 Assumptions
• Skillsoft will allocate the necessary resources to implement the specific activities outlined within the scope of this Exhibit.
• Customer will ensure access to all individuals whose input is critical to the work defined in this Exhibit and will provide timely reviews of all project deliverables. 3. CHANGE PROCESS Any changes will be documented in a change order document (the “Change Order”). The Change Order shall document the change in services and a fee estimate. Implementation of the change shall be factored into the initial project plan and a modified completion date for the services will be detailed, if necessary. Any changes must be memorialized in a duly executed Change Order before such changes
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are implemented. 4. TRAVEL AND EXPENSES This project does not require Skillsoft resources to be resident on the Customer’s site for the duration of the project. However, should there be additional travel or miscellaneous expenses incurred in providing this service, these additional costs will be approved by the Customer in advance, and will be invoiced to the Customer as incurred and are payable net 30 days from date of invoice. No travel charges shall be billed to Customer without Customer’s express written approval.
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City of Carlsbad_Letter Agreement_2020-10-14
Final Audit Report 2020-10-14
Created:2020-10-14
By:Christopher Marley (Christopher.Marley@skillsoft.com)
Status:Signed
Transaction ID:CBJCHBCAABAA9xt26elaw2AOamYkC8SCT_JiM2kUZYjr
"City of Carlsbad_Letter Agreement_2020-10-14" History
Document created by Christopher Marley (Christopher.Marley@skillsoft.com)
2020-10-14 - 12:39:37 PM GMT- IP address: 98.229.139.91
Document emailed to Melissa Talty (melissa.talty@skillsoft.com) for signature
2020-10-14 - 12:41:25 PM GMT
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2020-10-14 - 1:09:22 PM GMT- IP address: 76.118.250.29
Document e-signed by Melissa Talty (melissa.talty@skillsoft.com)
Signature Date: 2020-10-14 - 1:09:59 PM GMT - Time Source: server- IP address: 76.118.250.29
Agreement completed.
2020-10-14 - 1:09:59 PM GMT
DocuSign Envelope ID: 4943B059-C69D-4317-A06B-32431AD9B900