Fiscal Note
The proposed resolution authorizes designated Information Technology staff to click on and accept the terms of End User License Agreements (EULA) in order to purchase or subscribe to software on behalf of the City, only after having unsuccessfully attempted to negotiate the terms of the EULA with the vendor and only upon receiving the City Attorney and Risk Manager’s approval to click through the terms and conditions in question. The fiscal impact depends on particular claims or suits in which a vendor may seek indemnification; in which case the City may have coverage for such indemnification under its current insurance policies. Minor savings may be achieved from efficiencies gained in the purchasing process.
Title
Authorizing staff designated by the Information Technology Director to click on End User License Agreements for licensing and use of certain software, and authorization for indemnification of the software vendor by the City.
Body
The City of Madison regularly purchases proprietary, off-the-shelf software to perform routine or administrative tasks. Examples of this software are Adobe and Microsoft products. Frequently, the only way to purchase the software is through an online download or subscription enrollment which can only be completed by clicking on a set of legal terms and conditions commonly referred to as an End User License Agreement (“EULA”). For purposes of this resolution, “EULA” will mean any set of click-through legal terms required to download software or subscribe to software as a service which the City has no opportunity to negotiate.
A EULA is a contract and, depending on the vendor or the nature of the software, the EULA may contain a clause that requires the City to indemnify the vendor, its parent, partners, subsidiaries, officers, agents and employees and hold them harmless from third party claims and losses, including reasonable attorney’s fees,
resulting from the City’s breach of the EULA, negligent or wrongf...
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