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Docusign Envelope ID:4F711A08-6576-4765-B50B-29AAF403F8AD
<br /> TM PowerDMS
<br /> NEOGOV Digital Management Sottware
<br /> A iEOdOY C—�
<br /> Exhibit A
<br /> Government Customer Addendum
<br /> If Customer is a Government Customer,the following Government Customer Addendum("Government Addendum")forms part
<br /> of the Services Agreement,and in the case of any conflict or inconsistency between the terms and provisions of this Addendum
<br /> and any other provision of the Services Agreement,the terms of this Government Addendum shall control. For purposes hereof,a
<br /> "Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department,
<br /> or political subdivision(including a city,county or municipal corporation),or(e)instrumentality of any of the foregoing(including
<br /> a municipal hospital or municipal hospital district,police or fire department,public library,park district,state college or university,
<br /> Indian tribal economic development organization,or port authority).
<br /> 1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the
<br /> Services Agreement.
<br /> 2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received
<br /> sufficient appropriation of funds by the applicable legislature(or other appropriate governmental body)("Governmental
<br /> Appropriation") for the first year of the term of any Order Form executed by Customer(the"First Year' and all such
<br /> years following the First Year which are included in the term of an Order Form,the "Future Years"). If Customer is
<br /> subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement
<br /> contingent upon Governmental Appropriation,and if such funds are not forthcoming or are insufficient due to failure of
<br /> such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any
<br /> Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice
<br /> documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such
<br /> termination.Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that
<br /> Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this
<br /> Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis,which affects generally its fiscal
<br /> operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the
<br /> Services with functionally similar products or services for a period of one year after the termination of the Services
<br /> Agreement.
<br /> 3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify
<br /> third parties,Section 14(a)and the indemnification provision included in Section 18 of the Services Agreement shall not
<br /> apply to Customer,to the extent disallowed by applicable law.
<br /> 4. Open Records.if the Customer is subject to federal or state public records laws,including laws styled as open records,
<br /> freedom of information,or sunshine laws("Open Records Laws")the confidentiality requirements of Section 12 of the
<br /> Services Agreement apply only to the extent permitted by Open Records laws applicable to the Customer.This.Section
<br /> is not intended to be a waiver of any of the provisions of the applicable Open Records Laws,including,without limitation,
<br /> the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure
<br /> requirements in accordance with the applicable Open Records laws.
<br /> 5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any(i)
<br /> federal,state,local,tribal,or other municipal government(including all administrative agencies,departments,and offices
<br /> thereof);(ii)any business enterprise in which a federal,state,local,tribal or other municipal entity has a full,majority,
<br /> or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges,
<br /> universities,and vocational schools)(collectively referred to as the"New Entity")may purchase the Services specified
<br /> herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New
<br /> Entity will establish its own contract with NEOGOV,be invoiced therefrom and make its own payments to NEOGOV in
<br /> accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any
<br /> purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer,
<br /> representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or
<br /> responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required
<br /> to be made with respect to such order;and(iii)shall not be obliged,liable or responsible for any failure by any New
<br /> Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval
<br /> necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from
<br /> soliciting,entering into,or continuing a contractual relationship with any New Entity, Any New Entity who purchases
<br /> Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase
<br /> and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable
<br /> to the New Entity.
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