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<br />f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt
<br />at assignment in violation of this Section shall be null and void.
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<br />g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring
<br />construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The
<br />exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to
<br />the same extent as if they were set forth verbatim herein.
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<br />h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer
<br />pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software
<br />development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have
<br />any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or
<br />Customer's systems.
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<br />24. Insurance. NEOGOV will provide the following insurance coverage during the terms of this Agreement:
<br />a) Commercial General Liability (CGL): Accord certificate of insurance on an “occurrence” basis, including products
<br />and completed operations, property damage, bodily injury and personal & advertising injury within limits no less than
<br />$1,000,000, per occurrence. The general aggregate limit shall be twice the required occurrence limit.
<br />b) Automobile Liability: NEOGOV has no owned autos,), with limit no less than $1,000,000 per accident for bodily injury
<br />and property damage.
<br />c) Workers’ Compensation: insurance as required by the State of California, with Statutory Limits, and Employer’s
<br />Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
<br />d) Errors and Omissions Including Cyber Liability Insurance; with limits not less than $2,000,000 per occurrence or
<br />claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
<br />undertaken by NEOGOV in this Agreement and shall include, but not be limited to, claims involving security breach,
<br />system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual
<br />property including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations,
<br />information theft, damage to or destruction of electronic information, release of private information, and alteration of
<br />electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as
<br />well as credit monitoring expenses.
<br />e) Other Insurance Provisions: the insurance policies are to contain, or be endorsed to contain, the following provisions:
<br />i) Additional Insured Status – The Customer, its officers, officials, and employees are to be covered as additional
<br />insureds on the CGL policy with respect to liability arising out of NEOGOV’s indemnity obligations pursuant to
<br />the terms of this Agreement.
<br />ii) Primary Coverage – For any claims related to this contract, NEOGOV’s insurance coverage shall be primary.
<br />Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall
<br />be excess of NEOGOV’s insurance and shall not contribute with it.
<br />iii) Notice of Cancellation – Each insurance policy required above shall state that insurance carrier will endeavor to
<br />provide thirty (30) days notice of cancellation, ten (10) days notice for non -payment of premium.
<br />iv) Waiver of Subrogation –To the extent permitted by law, NEOGOV will require its insurer(s) issuing the
<br />Commercial General Liability and Workers Compensation coverage to waive its rights of recovery or subrogation
<br />against the Customer, but only to the extent of liabilities falling within NEOGOV indemnity obligations under this
<br />Agreement. Self-Insured Retentions – NEOGOV will be responsible for any deductibles to the extent of its
<br />indemnity obligations as found in this Agreement.
<br />v) Acceptability of Insurers – Insurance is to be placed with insurers authorized to conduct business in the state with
<br />current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the Customer.
<br />vi) Claims Made Policies – If any of the required polices provide coverage on a claims-made basis:
<br />(1) A Retroactive Date must be shown and must be before the date of the contract or the beginning of contract
<br />work.
<br />(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after
<br />completion of the contract of work.
<br />(3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a
<br />Retroactive Date prior to the contact effective date, NEOGOV must purchase “extended reporting” coverage
<br />for a minimum of three (3) years after completion of contract work.
<br />vii) Verification of Coverage – NEOGOV shall furnish the Customer with original Certificates of Insurance including
<br />all required amendatory endorsements and a copy of the Declarations and Endorsement Page of the CGL policy
<br />listing all policy endorsements to the Customer before work begins. However, failure to obtain the required
<br />documents prior to the work beginning shall not waive the NEOGOV’s obligation to provide them.
<br />Docusign Envelope ID: 4F711A08-6576-4765-B50B-29AAF403F8AD
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