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Docusign Envelope ID:4F711AQ8-6576-4765-B5OB-29AAF403F8AD
<br /> EOGOVTM P(bwerDMS
<br /> Digital Management Software
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<br /> b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
<br /> without limitation,export, sales,use, excise, and value-added taxes)based on the transactions or payments under this
<br /> Agreement,except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
<br /> Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten(10)days after the
<br /> Effective Date of this Agreement and thereafter upon NEOGOV's request therefor.
<br /> c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's
<br /> convenience in record keeping,and no such reference or any delivery of services to Customer following receipt of any
<br /> purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included
<br /> in any such purchase order.If a purchase order is delivered by Customer in connection with the purchase of Services,
<br /> none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms
<br /> and conditions of this Agreement.NEOGOV's failure to object to terms contained in any such purchase order shall not
<br /> be a waiver of the terms set forth in this provision or in this Agreement.
<br /> 6. Term and Termination.
<br /> a) Term, This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have
<br /> expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in
<br /> accordance with this Agreement.
<br /> b) Termination for Cause;Effect of Termination. Either Party may terminate this Agreement immediately if the other is in
<br /> material breach of this Agreement and such breach is not cured within thirty(30)days following non-breaching party's
<br /> written specification of the breach.NEOGOV may suspend the Services or terminate this Agreement immediately in the
<br /> event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services,NEOGOV
<br /> or any third parry,or become illegal or contrary to any applicable law,rule,regulation,or public policy.Upon expiration
<br /> or any termination of this Agreement,Customer shall cease all use and refrain from all further use of the Services and
<br /> other NEOGOV Intellectual Property. Additionally,Customer shall be obligated to pay,as of the effective date of such
<br /> expiration or termination,all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified,
<br /> following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from
<br /> NEOGOV Services and without Customer consent or notice.
<br /> 7. Audit Bights. Upon reasonable notice,NEOGOV or its agent shall have the right to audit Customer's records relating to its
<br /> compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section
<br /> indicates that any amount due to NEOGOV was underpaid,Customer shall within three(3)business days pay to NEOGOV
<br /> the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment
<br /> in excess of five percent(5%),in which case Customer shall pay such expenses as well as any amount due to NEOGOV.
<br /> 8. Maintenance:Modifications;Support Services.
<br /> a) Maintenance Updates, Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the
<br /> Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security.NEOGOV
<br /> may in its sole discretion,periodically modify,Update,and Upgrade the features,components,and functionality of the
<br /> Services during the Tern. "Update"means any update, bug fix, patch or correction of the Services or underlying
<br /> NEOGOV software that NEOGOV makes generally available to its customers of the same module„excluding Upgrades.
<br /> Updates are automatic and available upon Customer's next login to the Services following an Update at no additional
<br /> cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform
<br /> updates,and major product enhancements and/or new features that NEOGOV makes commercially available,NEOGOV
<br /> shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per
<br /> customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or
<br /> modifications to Customer's hardware,systems or other software which may be necessary to use or access the Services
<br /> due to a modification,Update,or Upgrade of the Services.
<br /> b) Program Documentatiom• Training Materials. "Program Documentation" shall mean all user guides, training, and
<br /> implementation material,and Service descriptions provided by NEOGOV to Customer in connection with the Services.
<br /> NEOGOV hereby grants to Customer a non-exclusive, non-sub licensable, non-transferable license to use, print, and
<br /> distribute internally via non-public platforms,the Program Documentation during the Term solely for Customer's internal
<br /> business purposes in connection with its use of the Services.Primary training of NEOGOV Services is conducted by self-
<br /> review of online materials.NEOGOV's pre-built,online training consists of a series of tutorials to introduce the standard
<br /> features and functions(the"Training Materials").The Training Materials may be used as reference material by Customer
<br /> Personnel conducting day-to-day activities.
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