HomeMy WebLinkAboutMarshal License Exchange/Downgrade Agreement -2009 02 24~•
LICENSE EXCHANGE/DOWNGRADE AGREEMENT
This License Exchange/Downgrade Agreement ("Agreement"), effective as of February, 24,
2009 ("Effective Date"), is made by and between Marshal Limited, having its principal place
of business Renaissance 2200, Basing View, Basingstoke, Hampshire, RG21 4EQ, United
Kingdom ("Marshal") and The City of Winter Springs, a Florida municipal corporation, having
its principal place of business at 1126 E. State Road 434, Winter Springs, Florida 32708
("Licensee"), and sets forth the terms and conditions under which Licensee will be permitted
to exchange or downgrade previously purchased licenses.
WHEREAS, Licensee has previously acquired licenses for the Product, as specified
herein; and
WHEREAS, Licensee now desires to reduce the number of licenses it currently
maintains; and
NOW THEREFORE, in consideration of the mutual promises contained in this
Agreement, Marshal and Licensee agree as follows:
1. Marshal or its authorized representative previously shipped to Licensee certain products
("Original Products") and Licensee has requested that the Original Products be
exchanged/downgraded to the new products in certain quantities ("New Products"), as
specified the Product Schedule, attached hereto.
2. Licensee will promptly submit a purchase order to Marshal for any difference in price in
the Original Products and the New Products, as specified in the attached Product
Schedule. All payments are due and payable net thirty (30) days from the date of
invoice.
3. Licensee shall continue to use all licenses in accordance with the software license terms
and conditions the licenses were acquired under. Should any provision of this
Agreement expressly conflict with the software license terms and conditions, this
Agreement shall govern. Additionally, Licensee shall continue to be responsible for
payment of all applicable maintenance fees for all licenses.
4. Licensee agrees to immediately remove, delete and destroy or return all copies of the
Original Product that have been exchanged or downgraded from any and all of
Licensee's computer systems. Any licenses for these products are hereby terminated.
5. Licensee agrees that Marshal may, upon reasonable notice and during regular business
hours, review with Licensee its usage and audit the deletion of the Transferred License
keys upon written request.
6. This Agreement constitutes the entire agreement of the parties concerning the subject
matter herein.
7. This Agreement shall be construed under the laws of the State of Florida. Venue for any
action arising under this Agreement shall be in Seminole County, Florida for any state
court action and Orlando, Florida for any federal court action.
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IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the
day, month, and year written above.
LICENSEE
Signed
By: `~"
Name: Kevin L. Smith
Title: City Manager
Date: 2-24-09
MARSHAL Ltd
Signed
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By: f
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Name: ~c,C u~l~' I~C~.-Ylo-6~X
Title: ~ rn~ ~i2~ (~~ _
Date: ~I I~ I Opt
PRODUCT EXCHANGE/DOWNGRADE ATTACHMENT
PRODUCT
PART NUMBER ORIG. QTY NEW QTY
MailMarshal SMTP Maint. MAR-SMTP-MNT1-ESS-D 300
Marshal Integrated Norman AV MAR-MINA-1-D 300
275
275