2020/09/10 Docusign Master Services Agreement (MSA)*Please attached a second page for additional information to support this agreement.
CITY OF MENIFEE
Agreement/contract coversheet
DATE: September 8, 2020
TO: Armando G. Villa, City Manager
CC:
Agreement Routed to City Attorney: 8/27/2020 (Via email, attached)
Insurance Requirements: General Liability (Expiration Date: Requested, Pending)
(Attached) Automobile Liability (Expiration Date: Requested, Pending)
Worker’s Compensation (Expiration Date: Requested, Pending)
Other- Professional Liability (Expiration Date: Requested, Pending)
FROM: Margarita Cornejo, Financial Services Manager
Michelle Sarkissian, IT Supervisor
SUBJECT: Master Services Agreement between the City of Menifee and DocuSign for DocuSign
(electronic signatures (e-signatures) Software
IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER’S SIGNATURE AUTHORITY?
Yes – Purchase of Commodities under $50,000 Professional Services under $25,000
Change Order under $25,000 or less than 10% of original contract (supplies, equipment, services
or construction contracts)
Public Works Contract for $60,000 or less
No – City Council authorized City Manager to sign (Council action attached)
WHY IS THIS AGREEMENT/CONTRACT NEEDED?
One of the immediate impacts to municipal services with the appearance of COVID-19 has been the coordination of
signatures for all city related documents, in particular, official documents, including but not limited to resolutions,
ordinances, contracts/agreements, etc. Since March 2020, in efforts to adhere to national, state and local guidance on
social distancing, limiting/reducing direct contact of commonly touched surfaces, including paper files, the City of
Menifee has been utilizing DocuSign (e-signatures) on a month to month basis. DocuSign provides a cloud based solution
for routing/processing certified electronic signature of documents. Principal department users have included the Finance
Department, City Clerk’s Office, and City Manager’s Office. All departments have been generally pleased with the ease
of the DocuSign system. Additional departments have requested additional use of the DocuSign system.
This agreement provides for use of the DocuSign, government platform as it relates to its DocuSign (digital) signature
software. By entering into this agreement the City will have the ability to have up to 10 users and 1,000 envelopes per
year.
WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT?
The initial term of the agreement will cover the period of September 4, 2020 to September 3, 2021. The agreement
does have an auto-renewal clause for addiitonal one year periods provided the following:
-Either Party does not provide at least 30 day written notice of non-intent to renew
Department Date Initials
Jeff Wyman, Assistant City Manager
Wendy Preece, Deputy Finance Director
Rochelle Clayton, Deputy City Manager
Jeffrey T. Melching, City Attorney
Sarah A. Manwaring, City Clerk
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
9/9/2020
9/9/2020
9/10/2020
9/10/2020
9/11/2020
2
-5% annual increase provided DocuSign provides the other party at least 45 day notification of increase.
WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT?
$4,692 (Not-to-Exceed Amount) for the initial term, and estimated $4,927 for 20/21 if auto-renewed and subject to the
5% increase.
HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON?
DocuSign has provided a quote for the requested software. The software provided is propriatory software, and therefore
pursuant to Menifee Municipal Code Section 3.12.070 (Exemptions form Bidding Upon Determination of the Purchasing
Officer or City Council), (7) The commodity is unique, including, but not limited to, acquisition of data processing,
telecommunications and word processing equipment, goods and services;
Supplies/Equipment/Maintenance/Construction Prior Contract/Experience with the City
$5,000 - $49,000 – Three Written Quotes Yes
Over $50,000 – Competitive Bidding and Formal Proposals
Public Works Projects Professional Services
Under $45,000 – Purchase Order, Contract (Prudent Judgement) Under $25,000 – City Manager
$60,000 - $199,999 – Informal Bidding Process over $25,000 – City Council Approval
Over $200,000 – Formal Bidding Required
WHERE ARE THE FUNDS COMING FROM?
Funding is coming from the adoped budget FY2020/21
WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER?
110-4115-53150 (Software Licensing/Annual Maintenance)
IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET?
Yes, as of 9/8/2020 Account #110-4115-53150 has a balance of $386,286.49 (see attached Eden Report)
ATTACHMENTS
-CONTRACT/AMENDMENT
-CERTIFICATES OF INSURANCE
-EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL
-PO ACCOUNTING REPORT BY VENDOR NAME (AVAILABILITY OF FUNDS)
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
DocuSign, Inc.
221 Main Street, Suite 1000
San Francisco, CA 94105
Offer Valid Through: Sep 4, 2020
Prepared By: Catlin Brown
Quote Number: Q-00484391
ORDER FORM
Address Information
Bill To: Ship To:
City of Menifee City of Menifee
29844 Haun Rd
Menifee, CA, 92586
United States
29844 Haun Rd
Menifee, CA, 92586
United States
Billing Contact Name: Shipping Contact Name:
Margarita Cornejo Margarita Cornejo
Billing Email Address:
mcornejo@cityofmenifee.us
Shipping Email Address:
mcornejo@cityofmenifee.us
Billing Phone:
951-723-3716
Shipping Phone:
951-723-3716
Order Details
Order Start Date: Sep 4, 2020 Payment Method: Check
Order End Date: Sep 3, 2021 Payment Terms: Net 30
Billing Frequency: Annual Currency: USD
Auto Renewal: Yes
Products
Product Name Start Date End Date Quantity Net Price
eSignature Business Pro Edition - Seat Subscription Sep 4, 2020 Sep 3, 2021 10 $4,080.00
Premier Support Sep 4, 2020 Sep 3, 2021 1 $612.00
Grand Total: $ 4,692.00
Product Details
United States United Sta
Shipping Contact Name:Shipping Contact Name:
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
eSignature Seat Allowance: 10
eSignature Envelope Allowance: 1,000
Order Special Terms
For any subscription-based Service(s) purchased on this Order Form, (a) the Term will automatically
renew for additional periods equal to the expiring Term or one (1) year (whichever is shorter), unless
either party gives the other written notice of non-renewal at least 30 days before the end of either the
Term or subsequent terms; and (b) the pricing during any automatic renewal term may be increased by
DocuSign by 5 % if DocuSign provides the other party written notice of a pricing increase at least forty-
five (45) days before the end of that prior term, in which case the pricing increase will be effective upon
renewal and thereafter.
Terms & Conditions
This Order Form covers the products and services described herein and is governed by the attached
terms and conditions.
Billing Information
Prices shown above do not include any state and local taxes that may apply. Any such taxes are the
responsibility of the Customer and will appear on the final Invoice.
Is the contracting entity exempt from sales tax?
Please select Yes or No : \tax1\
If yes, please send the required tax exemption documents immediately to taxexempt@docusign.com.
Invoices for this order will be emailed automatically from invoicing@docusign.com. Please make sure
this email is on an approved setting or safe senders list so notifications do not go to a junk folder or
caught in a spam filter.
No
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
Purchase Order Information
Is a Purchase Order (PO) required for the purchase or payment of the products on this Order Form?
Please select Yes or No: \por1\
If yes, please complete the following:
PO Number: \po1\
PO Amount: $\pa1\
By signing this Agreement, I certify that I am authorized to sign on behalf of the Customer and
agree to the Terms and Conditions of this Order Form and any documents incorporated herein.
Customer DocuSign, Inc.
Signature: \si1\ Signature: \si3\
Name: \na1\Name: \na3\
Job Title: \ti1\ Job Title: \ti3\
Date: \ds1\ Date: \ds3\
\in2\
Signature:Signature:\sisiissiisiissiisisisss333333333333333333333333333\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
Yes
TBD
4,692 per year
Approved as to Form:
_________________________________
Jeffrey T. Melching, City Attorney
Attest:
_________________________________
Sarah A. Manwaring, City Clerk
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
Armando G. Villa
City Manager
9/10/2020
DOCUSIGN MASTER SERVICES AGREEMENT
This DocuSign Master Services Agreement (“MSA”) is made between DocuSign, Inc., a Delaware corporation,
(“DocuSign”) and the Customer identified on the Order Form (“Customer”), together referred to as the “Parties”
and each individually as a “Party.” Specific services terms, product details and any applicable license and/or
subscription terms will be set forth in applicable Service Schedule(s) (located at https://www.docusign.com/
company/terms-and-conditions/msa-service-schedules), Order Form(s) and SOW(s), each of which become binding
on the Parties and are incorporated into this MSA upon execution of an Order Form and/or SOW. Each Order Form
and/or SOW is governed by and incorporates the following documents in effect as of the date of last update of
such documents, collectively referred to as the “Agreement” that consists of:
1.the Order Form and/or Statement of Work;
2.any attachments and/or appendix(ices) to a Service Schedule;
3.Service Schedule(s); and
4.this MSA.
The applicable attachment(s), appendix(ices), and Service Schedule(s) is determined by the DocuSign Service(s)
purchased on the Order Form and/or SOW. In the event of a conflict, the order of precedence is as set out above in
descending order of control.
MSA Version: December 18, 2019.
Each Party agrees that the following terms and conditions govern each Order Form and/or SOW that references
this MSA:
TABLE OF CONTENTS
1.Definitions
2.Usage and Access Rights
3.Ownership
4.Security and Customer Data
5.Payment of Fees
6.Taxes
7.Term and Termination
8.Warranties and Disclaimers
9.Third-Party Claims
10.Limitation of Liability
11.Confidentiality
12.Governing Law and Venue
13.General
1. DEFINITIONS
“Account” means a unique account established by Customer to enable its Authorized Users to access and use a
DocuSign Service.
“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer as its agent
to manage Customer’s Account, including, without limitation, to configure administration settings, assign access
and use authorizations, request different or additional services, provide usage and performance reports, manage
templates, execute approved campaigns and events, assist in third-party product integrations, and to receive
privacy disclosures. Customer may appoint an employee or a third-party business partner or contractor to act as its
Account Administrator and may change its designation at any time through its Account.
“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than fifty percent
(50%) of the voting interests of the subject entity. Any legal entity will be considered a Party’s Affiliate as long as
that interest is maintained.
, 2019., 2019
ollowing terms and conditions govern each Order Form and/or SOW thatowing terms and conditions govern each Order Form and/or SOW that
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
“Authorized User” means one individual natural person, whether an employee, business partner, contractor, or
agent of Customer or its Affiliates who is registered by Customer to use the DocuSign Services. An Authorized User
must be identified by a unique email address and user name, and two or more persons may not use the DocuSign
Services as the same Authorized User. If the Authorized User is not an employee of Customer, use of the DocuSign
Services will be allowed only if the user is under confidentiality obligations with Customer at least as restrictive as
those in this Agreement and is accessing or using the DocuSign Services solely to support Customer’s and/or
Customer Affiliates’ internal business purposes.
“Confidential Information” means (a) for DocuSign and its Affiliates, the DocuSign Services and Documentation;
(b) for Customer and its Affiliates, Customer Data; (c) any other information of a Party or its Affiliates that is
disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure to the Party,
including its Affiliates, receiving Confidential Information (“Recipient”) (and, in the case of oral disclosures,
summarized in writing and delivered to the Recipient within thirty (30) days of the initial disclosure), or that due to
the nature of the information the Recipient would clearly understand it to be confidential information of the
disclosing Party; and (d) the specific terms and conditions of this Agreement between the Parties. Confidential
Information does not include any information that: (i) was or becomes generally known to the public through no
fault or breach of this Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of
disclosure without restriction on use or disclosure; (iii) was independently developed by the Recipient without use
of or reference to the disclosing Party's Confidential Information; or (iv) was rightfully obtained by the Recipient
from a third party not under a duty of confidentiality and without restriction on use or disclosure.
“Customer Data” means any content, eDocuments, materials, data and information that Customer or its
Authorized Users enter into the DocuSign Cloud Services, including, but not limited to, any Customer personal data
and information contained in eDocuments. Customer Data does not include any component of the DocuSign Cloud
Services or material provided by or on behalf of DocuSign.
“Documentation” means DocuSign's then-current technical and functional documentation for the DocuSign
Services as made generally available by DocuSign.
“DocuSign Cloud Service(s)” means any subscription-based, hosted solution that is supported and operated on
demand and provided by DocuSign under this Agreement.
“DocuSign Service(s)” means the services identified on the Order Form and/or SOW and obtained by Customer
pursuant to this Agreement, including but not limited to DocuSign Cloud Services and Professional Services.
“eDocument” refers to a contract, notice, disclosure, or other record or document deposited into the DocuSign
Cloud Service by Customer for processing.
“Indemnified Party(ies)” means, as the case may be, the Party (whether DocuSign or Customer) being indem nified
for a third-party claim, including its employees, directors, agents, and representatives.
“Indemnifying Party(ies)” means the Party (whether DocuSign or Customer) that is providing indemnification
under Section 9 (Third-Party Claims).
“Order Form” means the order form provided by DocuSign that sets forth the pricing and options of the DocuSign
Services selected by Customer.
“Order Start Date” means the start date of the applicable Order Form as defined in that Order Form.
“Professional Services” means any integration, consulting, architecture, training, transition, configuration,
administration, and similar ancillary DocuSign Services that are set forth in an Order Form or Statement of Work
(“SOW”).
“Service Schedule” means the service-specific terms and conditions applicable to the DocuSign Service(s).
2. USAGE AND ACCESS RIGHTS
2.1 Right to Use. DocuSign will provide the DocuSign Services to Customer as set forth in the Order Form
and/or SOW. Subject to the terms and conditions of this Agreement, DocuSign grants to Customer a worldwide,
limited, non-exclusive, non-transferrable right and license during the Term, solely for its and its Affiliates’ internal
r a duty of confidentiality and without restriction on use or disclosure.r a duty of confidentiality an
y content, eDocuments, materials, data and information that Customer ocontent, eDocuments, materials, data and information that Customer o
the DocuSign Clthe DocuSign oud Services including but not limited to any Customerervices including but not limited to any Custome
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
business purposes, and in accordance with the Documentation, to: (a) use the DocuSign Services; (b) implement,
configure, and through its Account Administrator, permit its Authorized Users to access and use the DocuSign
Services; and (c) access and use the Documentation. Customer will ensure that its Affiliates and all Authorized
Users using the DocuSign Services under its Account comply with all of Customer’s obligations under this
Agreement, and Customer is responsible for their acts and omissions relating to the Agreement as though they
were those of Customer.
2.2 Restrictions. Customer shall not, and shall not permit its Authorized Users or others under its control
to, do the following with respect to the DocuSign Services:
(a) use the DocuSign Services, or allow access to it, in a manner that circumvents contractual usage
restrictions or that exceeds Customer’s authorized use or usage metrics set forth in this Agreement, including
the applicable Order Form or SOW;
(b) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion
of the DocuSign Services or Documentation available for access by third parties except as otherwise expressly
provided in this Agreement;
(c) access or use the DocuSign Services or Documentation for the purpose of: (i) developing or operating
products or services intended to be offered to third parties in competition with the DocuSign Services, or (ii)
allowing access to its Account by a direct competitor of DocuSign;
(d) reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other
trade secrets from or about any of the DocuSign Services or technologies, unless and then only to the extent
expressly permitted by applicable law, without consent;
(e) use the DocuSign Services or Documentation in a way that: (i) violates or infringes upon the rights of a
third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or
facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not
limited to, material that is harassing, threatening, or obscene;
(f) fail to use commercially reasonable efforts to not interfere with or disrupt the integrity, operation, or
performance of the DocuSign Services or interfere with the use or enjoyment of it by others;
(g) use the DocuSign Services to create, use, send, store, or run viruses or other harmful computer code, files,
scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the
DocuSign Cloud Service or any host, network, or account related thereto or use any aspect of the DocuSign
Services components other than those specifically identified in an Order Form or SOW, even if technically
possible; or
(h)use, or allow the use of, the DocuSign Services in violation of Section 13.5 (Trade Restrictions).
2.3 Suspension of Access. DocuSign may suspend any use of the DocuSign Services, or remove or disable
any Account or content that DocuSign reasonably and in good faith believes violates this Agreement. DocuSign will
use commercially reasonable efforts to notify Customer prior to any such suspension or disablement, unless
DocuSign reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process
(such as court or government administrative agency processes, orders, mandates, and the like); or (b) it is
necessary to delay notice in order to prevent imminent harm to the DocuSign Services or a third party. Under
circumstances where notice is delayed, DocuSign will provide notice if and when the related restrictions in the
previous sentence no longer apply.
2.4 Trial Usage. If Customer registers for a free trial, promotional offer, or other type of limited offer for
use of the DocuSign Services (“Free Trial”), Customer may be presented with additional terms and conditions when
registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into this
Agreement by reference as a Service Schedule and are legally binding upon the Parties. ANY DATA THAT
CUSTOMER ENTERS INTO THE DOCUSIGN SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR CUSTOMER,
DURING THE FREE TRIAL WILL BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS CUSTOMER: (a)
PURCHASES A SUBSCRIPTION TO THE SAME DOCUSIGN SERVICES AS THOSE COVERED BY THE TRIAL; (b)
decompile, disassemble, copy, or otherwise attempt to derive source codcompile, disassemble, copy, or otherwise attempt to derive source cod
bout any of the DocuSign Services or technologies, unless and then only tbout any of the DocuSign Services or technologies, unless and then only t
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
PURCHASES AN UPGRADED VERSION OF THE DOCUSIGN SERVICES; OR (c) EXPORTS SUCH DATA BEFORE THE END
OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CONFIGURATIONS MADE DURING THE
FREE TRIAL TO A DOCUSIGN SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, AND
IN SUCH SITUATION ANY CUSTOMER DATA OR CUSTOMIZATION WILL BE PERMANENTLY LOST.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION SECTION 8
(WARRANTIES AND DISCLAIMERS), SECTION 9 (THIRD-PARTY CLAIMS), AND SECTION 10 (LIMITATION OF LIABILITY),
FREE TRIALS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, (y)
WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (z)
DOCUSIGN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF THE FREE TRIAL
IS $100.
3. OWNERSHIP
3.1 Customer Data. Customer Data processed using the DocuSign Services is and will remain, as between
Customer and DocuSign, owned by Customer. Customer hereby grants DocuSign the right to process, transmit,
store or disclose the Customer Data in order to provide the DocuSign Services to Customer, subject to the terms of
Section 11.2 (Required Disclosure) below.
3.2 DocuSign Services. DocuSign, its Affiliates, or its licensors own all right, title, and interest in and to any
and all copyrights, trademark rights, patent rights, database rights, and other intellectual property or other rights
in and to the DocuSign Services and Documentation, any improvements, design contributions, or derivative works
thereto, and any knowledge or processes related thereto and/or provided hereunder. Unless otherwise specified
in the applicable SOW, all deliverables provided by or for DocuSign in the performance of Professional Services,
excluding Customer Data and Customer Confidential Information, are owned by DocuSign and constitute part of
the DocuSign Service(s) under this Agreement.
3.3 Third-Party Services and Materials. Customer may choose to obtain products, services or materials that
are provided or supported by third parties (“Third-Party Services and Materials”) for use with DocuSign Services.
DocuSign assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any
Third-Party Services and Materials that are provided pursuant to the terms of the applicable third-party license or
separate agreement between the licensor of the Third-Party Services and Customer. DocuSign does not represent
and/or warrant in any manner that Third-Party Services and Materials are accurate, current, or comply with laws,
rules and/or regulations of, or are otherwise valid and enforceable in or appropriate for, the jurisdiction in which
the Third-Party Services and Materials are used or for Customer’s purposes.
3.4 Feedback. DocuSign encourages Customer to provide suggestions, proposals, ideas, recommendations,
or other feedback regarding improvements to DocuSign Services and related resources (“Feedback”). To the extent
Customer provides Feedback, Customer grants to DocuSign a royalty-free, fully paid, sub-licensable, transferable
(notwithstanding Section 13.2 (Assignability)), non-exclusive, irrevocable, perpetual, worldwide right and license to
make, use, sell, offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback
into the DocuSign Services) without restriction; provided that such Feedback does not identify Customer, its
Affiliates, or Authorized Users, or include any Customer Data without Customer’s prior written consent.
4.SECURITY AND CUSTOMER DATA
4.1 Security. DocuSign will use commercially reasonable industry standard security technologies in
providing the DocuSign Services. DocuSign has implemented and will maintain appropriate technical and
organizational measures, including information security policies and safeguards, to preserve the security, integrity,
and confidentiality of Customer Data and personal data and to protect against unauthorized or unlawful disclosure
or corruption of or access to personal data. Additional security obligations, if any, shall be set forth or referenced
in the applicable Service Schedule, attachment and/or appendix.
4.2 Customer Data. Customer is responsible for Customer Data (including Customer personal data) as
entered into, supplied or used by Customer and its Authorized Users in the DocuSign Services. Further, Customer is
solely responsible for determining the suitability of the DocuSign Services for Customer's business and complying
with any applicable data privacy and protection regulations, laws or conventions applicable to Customer Data and
Customer’s use of the DocuSign Services. Customer grants to DocuSign the non -exclusive right to process
ices and Documentation, any improvements, design contributions, or derices and Documentation, an
e or processes related thereto and/or provided hereunder. Unless otherwr processes related thereto and/or provided hereunder. Unless otherw
eliverables provided by or for DocuSign in the performance of Professioneliverables provided by or for DocuSign in the performance of Profession
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
Customer Data (including personal data) in accordance with the applicable data protection provisions and the
technical and organizational measures referred to in an applicable Service Schedule, attachment and/or appendix,
for the sole purpose of and only to the extent necessary for DocuSign: (a) to provide the DocuSign Services; (b) to
verify Customer’s compliance with the restrictions set forth in Section 2.2 (Restrictions) if DocuSign has a
reasonable belief of Customer’s non-compliance; and (c) as otherwise set forth in this Agreement.
4.3 Use of Aggregate Data. Customer agrees that DocuSign may collect, use, and disclose quantitative data
derived from the use of the DocuSign Services for its business purposes, including industry analysis, benchmarking,
analytics, and marketing. All data collected, used, and disclosed will be in aggregate and deidentified form only and
will not identify Customer, its Authorized Users, Customer Data, or any third parties utilizing the DocuSign Services.
5. PAYMENT OF FEES
5.1 Fees. Except as expressly set forth in the applicable Order Form or SOW, Customer will pay all fees set
forth in the Order Form or SOW in accordance with the following: (a) DocuSign Services fees are invoiced annually
in advance; (b) the first invoice will coincide with the Order Start Date or effective date of a SOW; (c) payment will
be due within thirty (30) days from the date of the invoice; and (d) all amounts will be denominated in U.S. dollars.
Upon execution by Customer and DocuSign, each Order Form and/or SOW is non-cancellable and non-refundable
except as provided in this Agreement, and the Term as set forth in the Order Form for DocuSign Cloud Services is a
continuous and non-divisible commitment for the full duration of the Term regardless of any invoice schedule.
Customer may withhold from payment any charge or amount disputed by Customer in good faith pending
resolution of such dispute, provided that Customer: (i) notifies DocuSign of the dispute prior to the date such
payment is due, specifying in such notice (A) the amount in dispute, and (B) the reason for the dispute set out in
sufficient detail to facilitate investigation by DocuSign and resolution by the parties; (ii) makes timely payment of
all undisputed charges and amounts; (iii) works diligently with DocuSign to resolve the dispute promptly; and (iv)
pays all amounts that are determined to be payable by resolution of the dispute (by adversarial proceedings,
agreement or otherwise) within ten (10) days following such resolution.
5.2 Purchase Orders. If Customer issues a purchase order, then it shall be for the full amount set forth in
the applicable Order Form or SOW, and DocuSign hereby rejects any additional or conflicting terms appearing in a
purchase order or any other ordering materials submitted by Customer, and conditions assent solely based on the
terms and conditions of this Agreement as offered by DocuSign. Upon request, DocuSign shall reference the
purchase order number on its invoices, provided, however, that Customer acknowledges that it is Customer’s
responsibility to provide the corresponding purchase order information (including a purchase order number) to
DocuSign upon the signing of any Order Form. Customer agrees that a failure to provide DocuSign with the
corresponding purchase order shall not relieve Customer of its obligations to provide payment to DocuSign
pursuant to Section 5.1 (Fees) above.
5.3 Offsets; Late Charges; Attorneys’ Fees. If DocuSign owes any amounts to Customer that are not derived
from this Agreement, such amounts will not be withheld or offset against any invoice issued under this Agreement.
DocuSign may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance per
month or the highest rate permitted by applicable law. Customer will be responsible for any reasonabl e attorneys’
fees, costs, and expenses incurred by DocuSign to collect any amounts that are not paid when due. If Customer
fails to timely pay any amounts due under this Agreement, then without limitation of any of its other rights or
remedies, DocuSign may suspend performance of those DocuSign Services until DocuSign receives all past due
amounts from Customer.
6. TAXES
6.1 Tax Responsibility. All payments required by this Agreement are stated exclusive of all taxes, duties,
levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes
(“VAT”), goods and services taxes (“GST”), excise, business, service, and similar transactional taxes imposed by any
jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Customer shall be responsible for and
bear Taxes associated with its purchase of, payment for, access to or use of the DocuSign Services. Taxes shall not
be deducted from the payments to DocuSign, except as required by law, in which case Customer shall increase the
amount payable as necessary so that after making all required deductions and withholdings, DocuSign receives and
m paymenm pay t any charge or amount disputed by Customer in good faith pee or am
provided that Customer: (i) notifies DocuSign of the dispute prior to the dovided that Customer: (i) notifies DocuSign of the dispute prior to the d
n such notice (A) the amount in dispute, and (B) tn such notice (A) the amount in dispute, and (B) t he reason for the dispuhe reason for the dispu
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions
or withholdings been made. If Customer claims tax exempt status for amounts due under this Agreement, it shall
provide DocuSign with a valid tax exemption certificate (authorized by the applicable governmental authority) to
avoid application of Taxes to Customer’s invoice. Each Party is responsible for and shall bear Taxes imposed on its
net income. Customer hereby confirms that DocuSign can rely on the ship-to name and address set forth in the
Order Form(s) or SOW Customer places directly with DocuSign as being the place of supply for Tax purposes. The
Parties’ obligations under this Section 6.1 (Tax Responsibility) shall survive the termination or expiration of this
Agreement.
6.2 Invoicing Taxes. If DocuSign is required to invoice or collect Taxes associated with Customer’s purchase
of, payment for, access to or use of the DocuSign Services, DocuSign will issue an invoice to Customer including the
amount of those Taxes, itemized where required by law. If applicable, Customer shall provide to DocuSign its VAT,
GST or similar tax identification number(s) on the Order Form or SOW. Customer shall use the ordered DocuSign
Services for Customer's business use in the foregoing location(s) in accordance with the provided VAT or GST
identification number(s).
7. TERM AND TERMINATION
7.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time, including
all renewals thereto, that begins on the Order Start Date and, unless terminated sooner as provided herein, will
continue until the Order End Date, both dates as specified on the Order Form (the “Term”). In the case of a SOW
for Professional Services, if no end date is specified in the SOW, then the SOW shall expire upon completion of
Professional Services or early termination as permitted by this Agreement. The term of this MSA and this
Agreement shall continue as long as an Order Form or SOW referencing or incorporated into this MSA remains
valid and in effect. Prior to the Order Start Date, DocuSign may, upon mutual agreement, start providing
Professional Services and/or provide Customer access to the DocuSign Services, which will be governed by this
Agreement. Termination or expiration of any Order Form or SOW shall leave other Order Forms or SOWs
unaffected.
7.2 Termination for Breach; Termination for Insolvency. If either Party commits a material breach or
default in the performance of any of its obligations under this Agreement, then the other Party may terminate this
Agreement in its entirety by giving the defaulting Party written notice of termination, unless the material breach or
default in performance is cured within thirty (30) days after the defaulting Party receives notice thereof. Either
Party may terminate this Agreement in its entirety upon written notice if the other Party becomes the subject of a
petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction,
that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors.
7.3 Post-Termination Obligations. If this Agreement expires or is terminated for any reason: (a) Customer
will pay to DocuSign any amounts that have accrued before, and remain unpaid as of, the effective date of the
expiration or termination; (b) any and all liabilities of either Party to the other Party that have accrued before the
effective date of the expiration or termination will survive; (c) licenses and use rights granted to Customer with
respect to DocuSign Services and intellectual property will immediately terminate; (d) DocuSign’s obligation to
provide any further services to Customer under this Agreement will immediately terminate, except any such
services that are expressly to be provided following the expiration or termination of this Agreement; and (e) the
Parties’ rights and obligations under Sections 6.1, 7.3, 8.3, and 10 through 13 will survive.
8.WARRANTIES AND DISCLAIMERS
8.1 DocuSign Service Warranties. DocuSign warrants that during the applicable Term, the DocuSign
Services, when used as authorized under this Agreement, will perform substantially in conformance with the
Documentation associated with the applicable DocuSign Services. Customer’s sole and exclusive remedy for any
breach of this warranty by DocuSign is for DocuSign to repair or replace the affected DocuSign Services to make
them conform, or, if DocuSign determines that the foregoing remedy is not commercially reasonable, then either
Party may terminate this Agreement.
8.2 Mutual Warranties. Each Party represents and warrants that: (a) this Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with
d Date, both dates as specified on the Order Form (the d Date, both dates as specifi Term ). In the ca
no end date is specified in the SOW, then the SOW shall expire upon com end date is specified in the SOW, then the SOW shall expire upon com
y termination as permitted by this Agreement.y termination as permitted by this Agreement. The term of this MSA andThe term of this MSA and
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
the terms of this Agreement; and (b) no authorization or approval from any third party is required in connection
with its execution, delivery, or performance of this Agreement.
8.3 Disclaimer. Except for the express representations and warranties stated in this Section 8 (Warranties
and Disclaimers), SOW or a Service Schedule, DocuSign: (a) makes no additional representation or warranty of any
kind -- whether express, implied in fact or by operation of law, or statutory -- as to any matter whatsoever; (b)
disclaims all implied warranties, including but not limited to merchantability, fitness for a particular purpose, and
title; and (c) does not warrant that the DocuSign Services are or will be error-free or meet Customer’s
requirements. Customer has no right to make or pass on any representation or warranty on behalf of DocuSign to
any third party.
9. THIRD-PARTY CLAIMS
9.1 By DocuSign. DocuSign will indemnify Customer, and its employees, directors, agents, and
representatives from, and defend the Indemnified Parties against, any actual or threatened: (a) third-party claim;
(b) third-party legal action; or (c) administrative agency action or proceeding (“Claim”) to the extent arising from or
related to: (i) any alleged breach by DocuSign of specified security safeguards related to the DocuSign Services that
results in the breach of its confidentiality obligations in Section 11 (Confidentiality); and (ii) any alleged
infringement of any third-party intellectual property rights by the DocuSign Services as provided by DocuSign, or
the Indemnified Party’s use thereof when used as authorized under this Agreement, provided, however, that
DocuSign will not be responsible for alleged infringement that is due to the combination of DocuSign Services with
goods or services provided by third parties.
9.2 By Customer. Customer will indemnify DocuSign, and its employees, directors, agents, and
representatives from, and defend the Indemnified Parties against, any Claim to the extent arising from or related
to: (a) use of the DocuSign Services by Customer or its Account Administrator or Authorized Users in violation of
this Agreement, the Documentation, or applicable law; (b) any breach by Customer of its obligations under Section
2.2 (e)-(h) (Restrictions) or Section 11 (Confidentiality); or (c) the nature and content of all Customer Data
processed by the DocuSign Services.
9.3 Procedures. The Parties’ respective indemnification obligations above are conditioned on: (a) the
Indemnified Parties giving the Indemnifying Party prompt written notice of the Claim, except that the failure to
provide prompt notice will only limit the indemnification obligations to the extent the Indemnifying Party is
prejudiced by the delay or failure; (b) the Indemnifying Party being given full and complete control over the
defense and settlement of the Claim (as long as the settlement does not include any payment of any amounts by
or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties); (c) the
relevant Indemnified Parties providing assistance in connection with the defense and settlement of the Claim, as
the Indemnifying Party may reasonably request; and (d) the Indemnified Parties’ compliance with any settlement
or court order made in connection with the Claim. The Indemnifying Party will indemnify the Indemnified Parties
against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim;
(ii)all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection
with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s
consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to
pay to any third party in settlement of any Claims arising under this Section 9 (Third-Party Claims) and settled by
the Indemnifying Party or with its approval.
9.4 Infringement Remedy. If Customer is enjoined or otherwise prohibited from using any of the DocuSign
Services or a portion thereof based on a Claim covered by DocuSign’s indemnification obligations under Section 9.1
(By DocuSign) above, then DocuSign will, at its sole expense and option, either: (a) obtain for Customer the right to
use the allegedly infringing portions of the DocuSign Services; (b) modify the allegedly infringing portions of the
DocuSign Services so as to render them non-infringing without substantially diminishing or impairing their
functionality; or (c) replace the allegedly infringing portions of the DocuSign Services with non-infringing items of
substantially similar functionality. If DocuSign determines that the foregoing remedies are not commercially
reasonable, then either Party may terminate this Agreement, and in such case, DocuSign will provide a prorated
refund to Customer for any prepaid fees received by DocuSign under this Agreement that correspond to the
unused portion of the Term. Without limiting DocuSign’s obligation to indemnify Customer as set forth in Section
by third parties.by third part
stomer will indemnify DocuSign, and its employees, directors, agents, anstomer will indemnify DocuSign, and its employees, directors, agents, an
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
9.1 (By DocuSign) above, the remedy set out in this Section 9.4 (Infringement Remedy) is Customer’s sole and
exclusive remedy for any actual or alleged infringement by DocuSign of any third-party intellectual property rights
in the event that Customer is enjoined or otherwise prohibited from using any of the DocuSign Services or a
portion thereof based on a Claim covered by DocuSign’s indemnification obligations under Section 9.1 (By
DocuSign).
10.LIMITATION OF LIABILITY
10.1 Exclusion of Damages. EXCEPT FOR THE PARTIES’ OBLIGATIONS UNDER SECTION 9 (THIRD-PARTY
CLAIMS), UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL EITHER PARTY
(OR THEIR RESPECTIVE AFFILIATES) BE LIABLE TO THE OTHER PARTY FOR LOSS OF PROFITS, SALES OR BUSINESS,
LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF SOFTWARE, DATA OR INFORMATION, WORK
STOPPAGE OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING
OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, EVEN IF APPRISED OF THE
LIKELIHOOD OF SUCH LOSSES.
10.2 Limitation of Liability. EXCEPT FOR: (A) THE PARTIES’ OBLIGATIONS UNDER SECTION 9 (THIRD -PARTY
CLAIMS); (B) DAMAGES RESULTING FROM DEATH OR BODILY INJURY ARISING FROM EITHER PARTY’S GR OSS
NEGLIGENCE OR WILLFUL MISCONDUCT; AND (C) DOCUSIGN’S RIGHT TO COLLECT UNPAID FEES DUE HEREUNDER,
TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY (OR THEIR RESPECTIVE
AFFILIATES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER
WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER
LEGAL OR EQUITABLE THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE DOCUSIGN
SERVICE(S) GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT
GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS CUMULATIVE
LIMIT. THE PARTIES FURTHER ACKNOWLEDGE THAT CUSTOMER MAY HAVE STATUTORY RIGHTS AGAINST
DOCUSIGN FRANCE SAS AND CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY AMOUNTS RECOVERED BY
CUSTOMER AGAINST DOCUSIGN FRANCE SAS PURSUANT TO SUCH RIGHTS SHALL BE AGGREGATED WITH ANY
OTHER CLAIMS HEREUNDER FOR PURPOSES OF THE CAP ON DAMAGES SET FORTH ABOVE.
10.3 Independent Allocations of Risk. Each provision of this Agreement that provides for a limitation of
liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of this
Agreement between the Parties. This allocation is reflected in the pricing offered by DocuSign to Customer and is
an essential element of the basis of the bargain between the Parties. Each of these provisions is severable and
independent of all other provisions of this Agreement, and each of these provisions will apply even if the
warranties in this Agreement have failed of their essential purpose.
11.CONFIDENTIALITY
11.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential
Information of the other Party solely for the purpose for which it is provided; (b) not disclose such Confidential
Information to a third party, except on a need-to-know basis to its Affiliates, attorneys, auditors, consultants, and
service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c)
protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less
than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
11.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other
Party or the terms of this Agreement, Recipient will give prompt written notice to the other Party before making
the disclosure, unless prohibited from doing so by the legal or administrative process, and cooperate with the
disclosing Party to obtain where reasonably available an order protecting the Confidential Information from public
disclosure.
11.3 Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it
receives from the disclosing Party, including all copies thereof in Recipient’s p ossession or control, in any media, is
proprietary to and exclusively owned by the disclosing Party. Nothing in this Agreement grants Recipient any right,
title or interest in or to any of the disclosing Party’s Confidential Information. Recipient’s incorp oration of the
F OR RELATED TO THIS AGREEMENTF OR RELATED TO THIS AGRE OR THE SERVICES PROVIDED HEREU
RACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, O
RY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE DRY, SHALL BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE D
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
disclosing Party’s Confidential Information into any of its own materials will not render Confidential Information
non-confidential.
11.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 11
(Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which may be
difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek injunctive relief in
addition to all remedies available to the disclosing Party at law and/or in equity, to prevent or mitigate any
breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of
the disclosing Party to the disclosure, the Recipient, in the case of a breach of this Section 11 (Confidentiality), has
the burden of proving that the disclosing Party’s Confidential Information is not, or is no longer, confidential or a
trade secret and that the disclosure does not otherwise violate this Section 11 (Confidentiality).
12. GOVERNING LAW AND VENUE
12.1 The Parties agree to the following country-specific provisions for governing law and venue for all claims
and disputes arising out of or relating to this Agreement. This Agreement will be interpreted, construed, and
enforced in all respects in accordance with the following laws based on the ship-to address of the Customer
reflected on the Order Form.
(a) United Kingdom, a Member State of the European Economic Area, or Switzerland. This Agreement and
any disputes or claims arising out of or in connection with it or its subject matter or formation (including
without limitation non-contractual disputes or claims) ar e governed by and construed in accordance with the
law of the Republic of Ireland. Each Party irrevocably agrees that the courts of the Republic of Ireland shall
have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or
its subject matter or formation (including non-contractual disputes or claims). The provisions of the U.N.
Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this
Agreement.
(b) Australia. This Agreement is governed by the laws of New South Wales, Australia, and both Customer and
DocuSign agree to submit to the non-exclusive jurisdiction of the New South Wales courts. The provisions of
the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not
apply to this Agreement. Any legal action arising under this Agreement must be initiated within two years
after the cause of action arises. Each Party hereby irrevocably waives, to the fullest extent permitted by law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement.
(c) Singapore. This Agreement is governed by the laws of Singapore, and both Customer and DocuSign agree
to submit to the non-exclusive jurisdiction of the courts of the Republic of Singapore. The provisions of the
1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not
apply to this Agreement. Any legal action arising under this Agreement must be initiated within two years
after the cause of action arises.
(d) For all other locations. This Agreement is governed by the laws of the State of California, U.S.A., without
reference to its choice of law rules to the contrary. The Parties hereby irrevocably consent to the exclusive
jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Francisco
County, California, for the purposes of adjudicating any dispute arising out of this Agreement. To the extent
permitted by law, choice of law rules, the United Nations Convention on Contracts for the International Sale of
Goods, and the Uniform Computer Information Transactions Act as enacted shall not apply. Notwithstanding
the foregoing, either Party may at any time seek and obtain appropriate legal or equitable relief in any court of
competent jurisdiction for claims regarding such Party’s intellectual property rights. Each Party hereby
irrevocably waives, to the fullest extent permitted by law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement.
12.2 To the extent allowed by law, the English version of this Agreement is binding, and other translations
are for convenience only.
13. GENERAL
contractual disputes or claims) are governed by and construed in accordcontractual disputes or claims) are governed by and construed in accord
reland. Each Party irrevocably agrees that the courts of the Republic of Irand. Each Party irrevocably agrees that the courts of the Republic of Ir
on to settle any dispute or claim arising out of or in connection with thison to settle any dispute or claim arising out of or in connection with this
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
13.1 Relationship. The Parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the Parties. Except as set forth in
this Agreement, nothing in this Agreement, expressed or implied is intended to give rise to any third-party
beneficiary.
13.2 Assignability. Neither Party may assign its rights or obligations under this Agreement without the other
Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights and obligations
under this Agreement to an Affiliate as part of a reorganization, or to a purchaser of its business entity or
substantially all of its assets or business to which rights and obligations pertain without the other Party’s consent,
provided that: (a) the purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the
purchaser is not a competitor of the other Party; and (c) any assignee is bound hereby. Other than the foregoing,
any attempt by either Party to transfer its rights or obligations under this Agreement will be void.
13.3 Notices. Any notice required or permitted to be given in accordance with this Agreement will be
effective only if it is in writing and sent using: (a) DocuSign Services; (b) certified or registered mail; or (c) a
nationally recognized overnight courier, to the appropriate Party at the address set forth on the Order Form, with
a copy, in the case of DocuSign, to legal@docusign.com. Each Party hereto expressly consents to service of process
by registered mail. Either Party may change its address for receipt of notice by notice to the other Party through a
notice provided in accordance with this Section 13.3 (Notices). Notices are deemed given upon receipt if delivered
using DocuSign Services, two (2) business days following the date of mailing, or one (1) business day following
delivery to a courier.
13.4 Force Majeure. In the event that either Party is prevented from performing, or is unable to perform,
any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking
this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of
God, telecommunications outage not caused by the obligated Party, or other similar causes) (“Force Majeure
Event”), the affected Party’s performance will be excused and the time for performance will be extended for the
period of delay or inability to perform due to such occurrence; provided that the affected Party: (a) provides the
other Party with prompt notice of the nature and expected duration of the Force Majeure Event; (b) uses
commercially reasonable efforts to address and mitigate the cause and effect of such Force Majeure Event; (c)
provides periodic notice of relevant developments; and (d) provides prompt notice of the end of such Force
Majeure Event. Obligations to pay are excused only to the extent that payments are entirely prevented by the
Force Majeure Event.
13.5 Trade Restrictions. The DocuSign Services, Documentation, and the provision and derivatives thereof
are subject to the export control and sanctions laws and regulations of the United States and other countries that
may prohibit or restrict access by certain persons or from certain countries or territories (“Trade Restrictions”).
(a) Each Party shall comply with all applicable Trade Restrictions. In addition, each Party represents that it is
not a Restricted Party, nor is it owned or controlled by, or acting on behalf of any person or entity that is a
Restricted Party. “Restricted Party” means any person or entity that is: (i) listed on any U.S. government list of
persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to,
OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's
Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at
https://www.export.gov/article?id=Consolidated-Screening-List; or (ii) subject to end destination export
control regulations, such as, but not limited to, the U.S. Export Administration Regulations and EU Dual-Use
Regulation EC 428/2009.
(b)Customer acknowledges and agrees that it is solely responsible for complying with, and shall comply
with, Trade Restrictions applicable to any of its own or its Affiliates' or Authorized Users’ content or Cust omer
Data transmitted through the DocuSign Services. Customer shall not and shall not permit any Authorized User
to access, use, or make the DocuSign Services available to or by any Restricted Party or to or from within in a
country or territory subject to comprehensive U.S. sanctions (currently including, but not limited to, Cuba, the
Crimea region of the Ukraine, Iran, North Korea, and Syria).
n the event that either Party is prevented from performing, or is unable tn the event that either Party is prevented from performing, or is unable t
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
13.6 Anti-Corruption. In connection with the services performed under this Agreement and Customer’s use
of DocuSign’s products and services, the Parties agree to comply with all applicable anti -corruption and anti-
bribery related laws, statutes, and regulations.
13.7 U.S. Government Rights. All DocuSign software (including DocuSign Services) is commercial computer
software and all services are commercial items. “Commercial computer software” has the meaning set forth in
Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the Department of Defense (“DOD”)
FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the
DocuSign Services are acquired by or on behalf of a civilian agency, DocuSign provides the commercial computer
software and/or commercial computer software documentation and other technical data subject to the terms of
this Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their
successors. If the software is licensed or the DocuSign Services are acquired by or on behalf of any agency within
the DOD, DocuSign provides the commercial computer software and/or commercial computer software
documentation and other technical data subject to the terms of this Agreement as specified in DFARS 227.7202-3
and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional
rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an applicable Service
Schedule, this Section 13.7 (U.S. Government Rights) is in lieu of, and supersedes, any other FAR, DFARS or other
clause or provision that addresses U.S. Government rights in computer software or technical data.
13.8 Publicity. Neither Party shall refer to the identity of the other Party in promotional material,
publications, or press releases or other forms of publicity relating to the DocuSign Service unless the prior written
consent of the other Party has been obtained, provided, however, that DocuSign may use Customer’s name and
logo for the limited purpose of identifying Customer as a customer of the DocuSign Service.
13.9 Waiver. The waiver by either Party of any breach of any provision of this Agreement does not waive any
other breach. The failure of any Party to insist on strict performance of any covenant or obligation in accordance
with this Agreement will not be a waiver of such Party’s right to demand strict compliance in the future, nor will
the same be construed as a novation of this Agreement.
13.10 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining
portions of this Agreement will remain in full force and effect.
13.11 Entire Agreement. This Agreement is the final, complete, and exclusive expression of the agreement
between the Parties regarding the DocuSign Services provided under this Agreement. This Agreement supersedes
and replaces, and the Parties disclaim any reliance on, all previous oral and written communications (including any
confidentiality agreements pertaining to the DocuSign Services under this Agreement), representations, proposals,
understandings, undertakings, and negotiations with respect to the subject matter hereof and apply to the
exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom,
practice, or course of dealing. This Agreement may be changed only by a written agreement signed by an
authorized agent of both Parties. This Agreement will prevail over terms and conditions of any Customer-issued
purchase order or other ordering documents, which will have no force and effect, even if DocuSign accepts or does
not otherwise reject the purchase order or other ordering document.
es or other forms of publicity relating to the DocuSign Service unless theses or other forms of publicity relating to the DocuSign Service unless the
has been obtained, provided, however, that DocuSign may use Customer’s been obtained, provided, however, that DocuSign may use Customer’
eofidentifyingCustomereofidentifyingCustomeras a customer of the DocuSign Serviceas a customer of the DocuSign Service
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
The below signatories are authorized to sign on behalf of their respective Party(ies) and to agree to the terms of
this MSA and any documents incorporated herein.
Customer DocuSign, Inc.
Signature: \si1\ Signature: \si3\
Name: \na1\Name: \na3\
Job Title: \ti1\ Job Title: \ti3\
Date: \ds1\ Date: \ds3\
\in2\
Approved as to Form:
_________________________________
Jeffrey T. Melching, City Attorney
Attest:
_________________________________
Sarah A. Manwaring, City Clerk
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
Armando G. Villa
City Manager
9/10/2020
From:McKee, Shawna
To:Margarita Cornejo
Cc:Jeffery T. Melching; Dall, Heather
Subject:RE: Agreement Review Request: DocuSign (Electronic Signatures Software)
Date:Thursday, August 27, 2020 3:55:25 PM
[CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless
you recognize the sender and know the content is safe.
Good afternoon,
Here are concerns/recommendations for this Agreement (with the understanding that software
agreements are well-known for being difficult to negotiate):
1.“Confidential Information” is defined to include the Agreement itself; however, the City is
generally obligated to make contracts and agreements available to the general public. Taken
together with Section 11.2, the City should immediately provide written notice to DocuSign
of its obligation to produce a copy of the Agreement (once executed) pursuant to any PRA
request. If this Agreement is going to City Council and will be part of an agenda packet, then
that information should be immediately be noticed in writing to DocuSign as well. (Written
notice should be provided according to the terms of Section 13.3.)
2.The written notice requirement of Section 11.2 is an on-going obligation of the City. Unless
this language is altered in some way, the City is obligated to provide written notice to
DocuSign prior to any disclosure of the Agreement or any other Confidential Information, as
defined. (Written notice should be provided according to the terms of Section 13.3.)
Other that those items, this is an acceptable and fairly standard software agreement that can move
forward.
Thanks,
Shawna
Shawna McKee
Rutan & Tucker, LLP
611 Anton Boulevard, 14th Floor
Costa Mesa, CA 92626
(714) 338-1801 (direct)
smckee@rutan.com
www.rutan.comRUTAN
_____________________________________________________
Privileged And Confidential Communication.
This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic
Communications Privacy Act (18 USC §§ 2510-2521), (b) may contain confidential and/or legally privileged
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
information, and (c) are for the sole use of the intended recipient named above. If you have received this electronic
message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution,
or use of the contents of the information received in error is strictly prohibited.
From: Margarita Cornejo [mailto:mcornejo@cityofmenifee.us]
Sent: Thursday, August 27, 2020 2:18 PM
To: Melching, Jeffrey <jmelching@rutan.com>
Cc: McKee, Shawna <smckee@rutan.com>
Subject: Agreement Review Request: DocuSign (Electronic Signatures Software)
Good Afternoon Jeff,
Attached for your review is the proposed Software Agreement with DocuSign for Electronic
Signature Software.
This agreement request is from the City’s Finance Department.
Please note this is a software agreement, and is based on DocuSign’s Master Agreement.
Can you please review and advise if this is acceptable to start routing for signatures or will require
any changes?
Thank you!
Margarita Cornejo | Financial Services Manager
Finance Department
City of Menifee | 29844 Haun Road | Menifee, CA 92586 (*Please note our new location!)
Direct: (951) 723-3716 | City Hall: (951) 672-6777 | Fax: (951) 679-2568
mcornejo@cityofmenifee.us
Connect with us on social media: | | |
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
*Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California
Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be
responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email.
DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
09/08/2020City of Menifee1 2:41PMPage:expstat.rptExpenditure Status Report7/1/2020 through 6/30/2021Periods: 0 through 14Information Technology110Account NumberAdjustedAppropriationExpendituresYear-to-date ExpendituresYear-to-date EncumbrancesBalancePrct Used110-4110 City Council2,300.00 0.00 0.00 0.00110-4110-51350 Software Licensing/Annual Maint.0.00 2,300.0010,870.00 0.00 0.00 0.00110-4110-52039 Mobile Devices0.00 10,870.00Total City Council13,170.00 0.00 0.00 0.00 13,170.00 0.00110-4111 City Manager3,240.00 0.00 0.00 0.00110-4111-51350 Software Licensing/Annual Maint.0.00 3,240.0010,970.00 0.00 0.00 0.00110-4111-52039 Mobile Devices0.00 10,970.00Total City Manager14,210.000.000.000.0014,210.00 0.00110-4112 City Attorney920.000.000.000.00110-4112-51350 Software Licensing/Annual Maint.0.00920.00Total City Attorney920.000.000.000.00920.00 0.00110-4113 City Clerk3,360.000.000.000.00110-4113-51350 Software Licensing/Annual Maint.0.003,360.001,340.000.000.000.00110-4113-52039 Mobile Devices0.001,340.004,000.000.000.000.00110-4113-52800 Professional Services0.004,000.00Total City Clerk8,700.00 0.00 0.00 0.00 8,700.00 0.00110-4114 Emergency Operations Services1,620.00 0.00 0.00 0.00110-4114-51350 Software Licensing/Annual Maint.0.00 1,620.0012,760.00 0.00 0.00 0.00110-4114-52039 Mobile Devices0.00 12,760.0011,500.00 0.00 0.00 0.00110-4114-52500 Equipment Maint.0.00 11,500.00Total Emergency Operations Services25,880.00 0.00 0.00 0.00 25,880.00 0.00110-4115 Information Technology763,481.00 82,125.81 82,125.81 10.76110-4115-50100 Salaries0.00 681,355.190.00 1,521.43 1,521.43 0.00110-4115-50200 Overtime0.00 -1,521.430.00 17,238.07 17,238.07 0.00110-4115-50220 Part Time0.00 -17,238.07110,880.00 5,956.03 5,956.03 5.37110-4115-50300 PERS Retirement0.00 104,923.971Page:DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
09/08/2020City of Menifee2 2:41PMPage:expstat.rptExpenditure Status Report7/1/2020 through 6/30/2021Periods: 0 through 14Information Technology110Account NumberAdjustedAppropriationExpendituresYear-to-date ExpendituresYear-to-date EncumbrancesBalancePrct Used1,618.00698.49698.4943.17110-4115-50310 Social Security0.00919.5112,108.001,472.961,472.9612.17110-4115-50320 Medicare0.0010,635.04168,000.0016,608.7616,608.769.89110-4115-50400 Section 125 Benefit Plan0.00151,391.24431,032.0030,199.0930,199.0910.38110-4115-51350 Software Licensing/Annual Maint.14,546.42386,286.495,114.005,213.005,213.00101.94110-4115-51352 Computer Software0.00-99.0010,000.00104.82104.821.05110-4115-51500 Small Tools/Field Equipment0.009,895.186,000.000.000.000.00110-4115-51600 Special Dept Exp0.006,000.0056,987.0046.2346.230.08110-4115-52039 Mobile Devices0.0056,940.7723,850.000.000.000.00110-4115-52200 Membership & Dues0.0023,850.0034,000.00155.39155.390.46110-4115-52210 Conference/Mtgs/Mileage0.0033,844.61160,000.000.000.000.00110-4115-52500 Equipment Maint.0.00160,000.00420,884.000.000.005.82110-4115-52800 Professional Services24,500.00396,384.00391,000.0010,924.8210,924.826.40110-4115-53155 Capital Outlays14,112.62365,962.563,974.000.000.000.00110-4115-59010 Operating Transfers Out - Fleet Support0.003,974.00Total Information Technology2,598,928.00172,264.90 172,264.9053,159.04 2,373,504.06 8.67110-4220 Finance12,156.000.000.0031.39110-4220-51350 Software Licensing/Annual Maint.3,816.008,340.001,390.000.000.000.00110-4220-52039 Mobile Devices0.001,390.005,000.000.000.000.00110-4220-52500 Equipment Maint.0.005,000.001,500.000.000.000.00110-4220-52800 Professional Services0.001,500.00Total Finance20,046.000.000.003,816.0016,230.00 19.04110-4222 Human Resources3,360.000.000.000.00110-4222-51350 Software Licensing/Annual Maint.0.003,360.001,390.000.000.000.00110-4222-52039 Mobile Devices0.001,390.00Total Human Resources4,750.000.000.000.004,750.00 0.00110-4330 Planning64,036.004,250.004,250.0042.39110-4330-51350 Software Licensing/Annual Maint.22,896.0036,890.006,850.000.000.000.00110-4330-52039 Mobile Devices0.006,850.002,500.000.000.000.00110-4330-52800 Professional Services0.002,500.00Total Planning73,386.004,250.004,250.0022,896.0046,240.00 36.992Page:DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
09/08/2020City of Menifee3 2:41PMPage:expstat.rptExpenditure Status Report7/1/2020 through 6/30/2021Periods: 0 through 14Information Technology110Account NumberAdjustedAppropriationExpendituresYear-to-date ExpendituresYear-to-date EncumbrancesBalancePrct Used110-4331 Building & Safety55,104.00 0.00 0.00 58.86110-4331-51350 Software Licensing/Annual Maint.32,436.00 22,668.0017,120.00 0.00 0.00 0.00110-4331-52039 Mobile Devices0.00 17,120.002,500.00 0.00 0.00 0.00110-4331-52800 Professional Services0.00 2,500.00Total Building & Safety74,724.000.000.0032,436.0042,288.00 43.41110-4332 Code Enforcement30,800.00311.00311.001.01110-4332-51350 Software Licensing/Annual Maint.0.0030,489.0015,440.000.000.000.00110-4332-52039 Mobile Devices0.0015,440.00Total Code Enforcement46,240.00311.00311.000.0045,929.00 0.67110-4350 Economic Development3,660.000.000.000.00110-4350-51350 Software Licensing/Annual Maint.0.003,660.008,190.000.000.000.00110-4350-52039 Mobile Devices0.008,190.0021,000.000.000.000.00110-4350-52500 Equipment Maint.0.0021,000.00Total Economic Development32,850.00 0.00 0.00 0.00 32,850.00 0.00110-4446 Fire Marshall19,836.00 0.00 0.00 57.71110-4446-51350 Software Licensing/Annual Maint.11,448.00 8,388.0010,920.00 0.00 0.00 0.00110-4446-52039 Mobile Devices0.00 10,920.002,500.00 0.00 0.00 0.00110-4446-52800 Professional Services0.00 2,500.00Total Fire Marshall33,256.00 0.00 0.00 11,448.00 21,808.00 34.42110-4550 Public Works Administration13,660.00 0.00 0.00 0.00110-4550-51350 Software Licensing/Annual Maint.0.00 13,660.0019,410.00 0.00 0.00 0.00110-4550-52039 Mobile Devices0.00 19,410.002,500.00 0.00 0.00 0.00110-4550-52800 Professional Services0.00 2,500.00Total Public Works Administration35,570.00 0.00 0.00 0.00 35,570.00 0.00110-4551 Engineering93,368.00 0.00 0.00 40.87110-4551-51350 Software Licensing/Annual Maint.38,160.00 55,208.005,950.00 0.00 0.00 0.00110-4551-52039 Mobile Devices0.00 5,950.003Page:DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661
09/08/2020City of Menifee4 2:41PMPage:expstat.rptExpenditure Status Report7/1/2020 through 6/30/2021Periods: 0 through 14Information Technology110Account NumberAdjustedAppropriationExpendituresYear-to-date ExpendituresYear-to-date EncumbrancesBalancePrct Used2,500.00 0.00 0.00 0.00110-4551-52800 Professional Services0.00 2,500.00Total Engineering101,818.00 0.00 0.00 38,160.00 63,658.00 37.48110-4660 Community Services34,428.00 0.00 0.00 20.07110-4660-51350 Software Licensing/Annual Maint.6,908.00 27,520.0022,630.00 0.00 0.00 0.00110-4660-52039 Mobile Devices0.00 22,630.0095,000.00 0.00 0.00 0.00110-4660-52500 Equipment Maint.0.00 95,000.0040,000.00 0.00 0.00 0.00110-4660-52800 Professional Services0.00 40,000.006,000.00 3,750.59 3,750.59 68.27110-4660-53155 Capital Outlays345.82 1,903.59Total Community Services198,058.00 3,750.59 3,750.59 7,253.82 187,053.59 5.56110-4911 Menifee Police Department20,400.00 0.00 0.00 24.51110-4911-51350 Software Licensing/Annual Maint.5,000.00 15,400.0010,000.00 0.00 0.00 0.00110-4911-51500 Small Tools/Field Equipment0.00 10,000.0066,993.00 4,718.76 4,718.76 7.04110-4911-52039 Mobile Devices0.00 62,274.24102,175.00 0.00 0.00 0.00110-4911-52800 Professional Services0.00 102,175.00525,500.00 0.00 0.00 0.00110-4911-53155 Capital Outlays0.00 525,500.00Total Menifee Police Department725,068.00 4,718.76 4,718.76 5,000.00 715,349.24 1.34Total Information Technology4,007,574.00 185,295.25 185,295.25 174,168.86 3,648,109.89 8.97Grand Total4,007,574.00 185,295.25 185,295.25 8.97174,168.86 3,648,109.894Page:DocuSign Envelope ID: 791BAC8F-228D-4AC4-BE2B-F31D159F2661