Contract - Eight20 Consulting dba "ZacTax" - 7/14/2022 o
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CONFIDENTIALITY AND SOFTWARE SUBSCRIPTION AGREEMENT
THIS AGREEMENT made as of the date written below between
City of Round Rock,Texas,221 East Main St,Round Rock,Texas 78664(the"City")
and
eight20 consulting,141 Ethan Drive,Hudson Oaks,Texas 76087("Consultant")
WHEREAS,City and Consultant are entering into a relationship such that Consultant will provide
analytical services("ZacTax")for City's confidential sales tax data;and
WHEREAS,Texas Tax Code Section 322.3022 defines said data as not subject to public inspec-
tion,and prohibits the public release of confidential sales tax data;and
WHEREAS,the City is willing to provide this proprietary information only on the condition that
Consultant keep such information confidential in accordance with Texas Tax Code Section 322.3022,and
that Consultant agree that access to said data shall be revoked should City choose not to retain Consult-
ant for analytical services;
WHEREAS,the City has been provided a free demonstration period of an Internet-based sales
tax analysis application called "ZacTax", available at https.11www.zactax.com,and wishes to continue
with an annual subscription for this service;
NOW THEREFORE, in consideration of the mutual promises contained herein and for other good
and valuable consideration,City and Consultant agree as follows:
1.City will provide to Consultant authorization to request certain confidential sales tax infor-
mation released by the Texas Comptroller; however,City may revoke said access at any time
without notice;
2.Consultant acknowledges that the sales tax data received is confidential under Texas Tax Code
Section 322.3022;
3.Consultant shall use the confidential sales tax data in compliance with Texas Tax Code Section
322.3022;
4. Consultant shall use the confidential data to populate the analytical application known as
"ZacTax", a wholly owned product of Consultant.
5. City shall be billed annually based on a population of over 100,000 at$10,000(population fig-
ures are based on the most recent American Community Survey and/or Census survey).Should
Consultant increase ZacTax subscription fees in the future,such increases shall be communi-
cated to City at least ninety(90)days in advance of their implementation;
6. Upon request by City at any time,Consultant will immediately deliver to City's designated rep-
resentative all proprietary information and other property,materials,and records of any kind
relating to City's business and customers, including copies of same,that may be in Consultant's
possession or control;
7.The provisions of this agreement shall be enforced independently of any other agreement be-
tween City and Consultant.The provisions of this agreement shall not be dependent upon the
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completion of the transaction or continuation of services.The existence of any claim or action
by Consultant against City,whether related to this agreement or otherwise, shall not constitute
a defense to the enforcement of this agreement by City;
8.This agreement shall be binding upon and inure to the benefit of the parties hereto and their
owners,shareholders,partners,directors,officers,employees,agents, principals,contractors,
heirs, personal representatives,successors,and assigns;
9.Any modification of this agreement shall be effective only if in writing and signed by the par-
ties.The laws of the State of Texas shall govern this agreement.
10.As required by Chapter 2271,Government Code,Consultant hereby verifies that it does not
boycott Israel and will not boycott Israel through the term of the Agreement. For purposes of
this verification, "boycott Israel' means refusing to deal with,terminating business activities
with,other otherwise taking any action that is intended to penalize, inflict economic harm on,or
limit commercial relations specifically with Israel,or with a person or entity doing business in
Israel or in an Israeli-controlled territory, but it does not include an action made for ordinary
business purposes.
11.The initial term of this agreement shall be one year and will renew for consecutive one-year
terms and may be cancelled by either party at the end of the term without notice.Should the
City not make an annual payment,the service will be cancelled and all proprietary information
will be returned to the City.
Dated as of the g day of 2022.
Consultant: City:
By: By:
Craig l0orkan, yor
Name:
Title: r�
ATTEST: t
By:
Meagan Spinks ity Clerk