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NEOGOV TM
<br />Professional Services. "Professional Services" shall mean professional consulting services purchased by Customer in an
<br />applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment, usage,
<br />customizations, accessory data processing, and best practices of and concerning the SaaS Applications. NEOGOV shall
<br />provide the Professional Services purchased in the applicable Order Form or SOW, as the case may be. Professional Services
<br />may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed, fees, and
<br />any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS
<br />most be signed by both parties before NEOGOV shall commence work. If the parties do not execute a separate Statement of
<br />Work, the Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall
<br />control.
<br />4. Segmentation. The purchase of any Service is separate from any other order for any other Service. Customer may purchase
<br />certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of
<br />any other Service or delivery of any other Service.
<br />5. Payment Terms. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees ("Subscription
<br />Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty (30) days of
<br />Customer's receipt ofNEOGOV's invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term.
<br />Invoices shall be delivered to the stated "Bill To" party onthe Ordering Document. Unless explicitly provided otherwise, once
<br />placed the Ordering Document is non -cancellable and sums paid nonrefundable. Subscription Fees are based upon the
<br />Customer's employee count and the amount of Customer Data NEOGOV maintains in its systems for Customer. Customer
<br />shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees
<br />are paid. The Term for the Services is a continuous and non -divisible commitment for the full duration regardless of any
<br />invoice schedule. If Customer issues a purchase order, then it shall be for the full amount set forth in the applicable NEOGOV
<br />invoice or Ordering Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer
<br />of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the
<br />charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30) day notice
<br />prior to commencement of a Renewal Term.
<br />6. Term and Termination.
<br />a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on the Effective
<br />Date. This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved
<br />full performance of Professional Services or other services detailed in a SOW, unless it is terminated earlier in accordance
<br />with this Agreement.
<br />b) Termination for Cause. Either Party may terminate this Agreement immediately if the other is in material breach of this
<br />Agreement and such breach is not cured within thirty (30) days following non -breaching party's written specification of
<br />the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or
<br />Customer's use of the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation, or
<br />public policy.
<br />c) Effect of Termination. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain
<br />from all further use of the Services and other NEOGOV intellectual property. Additionally, Customer shall be obligated
<br />to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this
<br />Agreement. Unless otherwise specified, after expiration or termination of this Agreement NEOGOV may remove
<br />Customer Data from NEOGOV Services and without Customer consent or notice.
<br />Service Specifications. "Service Specifications" means the following documents, as applicable to the Services under your
<br />Order: Program Documentation, Service Schedules, Terms of Use, Security Statements, Retention, Cookie, and Privacy
<br />Policies. The Service Specifications describe and govem the Services. Online Service Specifications may be made available
<br />at httns://www.neoeov.com/savice-specifications or provided upon Customer request. All applicable Service Specifications
<br />are incorporated into this Agreement. Excluding Service Schedules, NEOGOV may update the Service Specifications to
<br />reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, Updates
<br />and Upgrades, and availability of third -party services.
<br />8. Maintenance, Modifications and Support Services.
<br />a) Maintenance. NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible
<br />for maintaining the NEOGOV server operation, software delivery, NEOGOV database security, and integrity of
<br />Customer Data stored in the NEOGOV database. Preventive system maintenance is conducted by NEOGOV from time
<br />NSA-v050119 - PUBLISHED May 1, 2019 2
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