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<br />content, or create any derivative works of the Licensed Content. "Program Documentation" shall mean all
<br />user guides, training, and implementation material, and Service descriptions provided by NEOGOV to
<br />Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-
<br />sublicensable, non -transferable license to use, print, and distribute internally via non-public platforms, the
<br />Program Documentation during the Term solely for Customer's internal business purposes in connection with
<br />its use of the Services.
<br />3. Professional Services. "Professional Services" shall mean consulting, training services purchased by Customer in
<br />an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment.
<br />usage, LusLoaliza Llorls, accessory data processing, and best practices of and concerning the SaaS Applications.
<br />NEOGOV shall provide the Professional Services purchased In the applicable Order Form or SOW, as the case
<br />may be. Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications
<br />describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical
<br />specifications or related information. Order Forms or SOW% must be signed by both parties before NEOGOV shall
<br />cnmmanca work. If tha partial do not exeerte a %aparata Statamant of Work, tha Sarvicas shall his provided as
<br />stated on the Order form and this Agreement and documents incorporated herein shall control.
<br />4. Payment Terns. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees
<br />(Subscription Fees") and Professional Service fees ( Professional Service Fees collectively the Fees') within
<br />thirty (30) days of Customer's receipt of NEOGOV's invoice. Fees shall be invoiced annually in advance and in a
<br />single invoice for each Term. Invoices shall be delivered to the stated "Bill To" party on the Ordering Document.
<br />Unless explicitly provided otherwise, once placed the Ordering Document is non -cancellable and SUMS paid
<br />nonrefundable. Subscription Fees are based upon the Customer's employee count. Customer shall not exceed
<br />the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees are
<br />paid. I he I arm for the Services is a Continuous and non -divisible commitment for the full duration regardless of
<br />any invoicr schedule. The purchase of any Service is separate from any other order for any other Scrvicc.
<br />Customer may purchase, certain Services independently of other Services. Your obligation to pay for any Service
<br />is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a
<br />purchase order, then it shall be for the full amount set forth in the applicable NEOGOV invoice or Ordering
<br />Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of its
<br />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)
<br />day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies imposed by
<br />all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added
<br />taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on
<br />NEOGOV's net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate
<br />or other evidence of such exemption with ten (10) days of NEOGOV's request therefor.
<br />5. Term and Termination
<br />a) Term. Unless otherwise specified in an applicable Ordering occurrent, this Agreement shall commence on
<br />the Effective Date. This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both
<br />parties have achieved full performance of Professional Services or other services detailed in a SOW, unless
<br />it is terminated earlier in accordance with this Agreement.
<br />h) Termination for Gau%e; Effect of Termination. Either Party may terminate this Agreement immediately if the
<br />other is in material breach of this Agreement and such breach is not cured within thirty (30) days following
<br />non -breaching party s written specification of the breach. NFOCOV may suspend the Services or terminate
<br />this Agreement immediately in the event the Services or Customer's use of the Services provided hereunder
<br />hecome illegal or contrary to any applicable law, rule, regulation, or puhlic policy. Upon expiration or any
<br />termination of this Agreement, Customer shall cease all use and refrain frorn all further use of the Services
<br />and other NEOGOV intellectual property. Additionally, Customer shall be obligated to pay, as of the effective
<br />date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless
<br />othewise specified. after expiration or termination of this Agreement NEOGOV may remove Customer Data
<br />from NEOGOV Services and without Customer consent or notice.
<br />G. Service Specifications. "Service Specifications" means Program Documentation, Service Schedules, Security
<br />Statements, and Service Level Warranties if applicable. The Service Specifications describe. and govern the.
<br />Services and arc incorporated herein by reference. Online Service Specifications may be made available at
<br />hops://www.noogov.rom/service-specifications or provided upon Customer request. Excluding Service Srhedulc%,
<br />NEOGOV may update the Service Specifications to reflect changes in. among other things. laws. regulations.
<br />City Council 21 — 5 6/15/2021
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