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Docusign Envelope ID:4F711A08-6576-4765-B508-29AAF403F8AD
<br /> EOGOV
<br /> TM PUWerDMS
<br /> Digital Management Software
<br /> A 1�OWY Cmq�tq
<br /> c) Data Processing Agreement.The parties agree that the terms of the NEOGOV Data Processing Addendum("DPA")
<br /> made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and
<br /> governs NEOGOV's processing of Personal Data.
<br /> d) Data Responsibilities,
<br /> 0 NEOGOV will maintain commercially reasonable administrative,physical,and technical safeguards for protection
<br /> of the security,confidentiality and integrity of the Customer Data. Those safeguards will include,but will not be
<br /> limited to,measures for preventing access,use,modification or disclosure of Customer Data by NEOGOV personnel
<br /> except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by
<br /> applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is
<br /> commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's
<br /> cloud infrastructure providers.
<br /> ii) Customer is solely responsible for the development, content,operation, maintenance, and use of Customer Data,
<br /> including but not limited to compliance with applicable laws.NEOGOV will have no responsibility or liability for
<br /> the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing,
<br /> Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to(a)the
<br /> accuracy and completeness of all information input,submitted,or uploaded to the Services,(b)the privacy of users
<br /> of the Services, including,without limitation,providing appropriate notices to and obtaining appropriate consents
<br /> from any individuals to whom Customer Data relates;and(c)the collection,use,modification,alteration,extraction,
<br /> retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
<br /> NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users.Unless
<br /> otherwise mutually agreed in writing,Customer shall not maintain any financial,health,payment card,or similarly
<br /> sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall
<br /> provide and institute all appropriate tools and procedures required to ensure the security of its own information
<br /> system and,more specifically,to prevent,detect and destroy the occurrence of any viruses.
<br /> e) Breach Notice. NEOGOV will notify Customer of unauthorized access to,or unauthorized use, loss or disclosure of
<br /> Customer Data within its custody and control(a"Security Breach")within 72 hours of NEOGOV's confirmation of the
<br /> nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably
<br /> cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or
<br /> Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be
<br /> responsible for such notification.
<br /> 1) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time
<br /> during a Subscription Term,using the existing features and functionality of the Services.Customer is solely responsible
<br /> for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete
<br /> Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services,
<br /> NEOGOV will,upon Customer's written request,make the Customer Data available for export by Customer or destroy
<br /> the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by
<br /> NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as
<br /> otherwise required by applicable law,NEOGOV will have no obligation to maintain or provide any Customer Data more
<br /> than ninety(90)days after the expiration or termination of this Agreement. Customer acknowledges that it is solely
<br /> responsible for determining any retention requirements with respect to the Customer Data as required by applicable law
<br /> and NEOGOV disclaims all liability in connection with such determination. In addition,to the extent Customer requests
<br /> that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or
<br /> regulation,NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited
<br /> to any claims related to loss or destruction of such Customer Data.
<br /> 11. Third P 5ervices.The Services may permit Customer and its Authorized Users to access services or content provided by
<br /> third parties through the Services("Third Party Services").Customer agrees that NEOGOV is not the original source and shall
<br /> not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no
<br /> representations,warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV
<br /> may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third
<br /> party no longer permits NEOGOV to provide such access. If loss of access to any Tbird Party Services(to which Customer
<br /> has a subscription under this Agreement)occurs during a Subscription Term,NEOGOV will refund to Customer any prepaid
<br /> fees for such Third Party Services covering the remainder of the Subscription Term.
<br /> 12. Nondisclosure.
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