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Docusign Envelope ID:4F711A08-6576-4765-650B-29AAF403F8AD
<br /> TM PowerDMS
<br /> NEOGOV Digital Management DGMCSoftware
<br /> A Nfoaov�.a
<br /> fj 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.
<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.
<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.
<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—NEDGOV shall famish the Customer with original Certificates of Insurance including
<br /> all required amendato endorsements and a copy of the Dcclarations and Endorsement Page of the CGL olic
<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.
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