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<br />legitimate business interests, each party hereby covenants and agrees that it shall regard and treat each item of information or
<br />data constituting a trade secret or Confidential Information of the other party as strictly confidential and wholly owned by such
<br />other party and that it will not, without the express prior written consent of the other party or except as required by law including
<br />the Public Records Act of the State of California, redistribute, market, publish, disclose or divulge to any other person, firm or
<br />entity, or use or modify for use, directly or indirectly in any way for any person or entity: (i) any of the other party's Confidential
<br />Information during the term of this Agreement and for a period of three (3) years after the termination of this Agreement or, if
<br />later, from the last date Services (including any warranty work) are performed by the disclosing party hereunder; and (ii) any
<br />of the other party's trade secrets at any time during which such information shall constitute a trade secret under applicable law.
<br />In association with. NEOGOV's concern for the protection of trade secrets, Confidential Information, and fair market
<br />competition, Customer acknowledges all photos, "screen captures", videos, or related media of NEOGOV products, pages, and
<br />related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media.
<br />S. Liability Limitations.
<br />(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's Services infringe
<br />a United States patent, copyright or trademark right of a third party (except to the extent such claim or infringement relates to
<br />any third party software incorporated into NEOGOV's applications), NEOGOV will defend such action at its expense and will
<br />pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action
<br />(provided that Customer shall permit NEOGOV to control the defense of such action and shall not make any compromise,
<br />admission of liability or settlement or take any other action impairing the defense of such claim without NEOGOV's prior
<br />written approval).
<br />(b) Customer acknowledges and agrees: (i) that NEOGOV has no proprietary, financial, or other interest in the goods or
<br />services that may be described in or offered through Customer's web site; and (ii) that except with respect to any material
<br />supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality,
<br />performance, and all other aspects of the goods or services and the information or other content contained in or provided
<br />through Customer's web site.
<br />(c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEOGOV DOES
<br />NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, EITHER EXPRESS
<br />OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR)
<br />WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIABLE TO
<br />CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE TO ANY
<br />EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT
<br />LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE.
<br />(d) Under no circumstances shall NEOGOV's total liability to Customer or any other person, regardless of the nature of the
<br />claim or form of action (whether arising in contract, tort, strict liability or otherwise), exceed the aggregate amount of fees
<br />and revenue received by NEOGOV hereunder for the Initial Term(s) and restrictions provided in Exhibit A (Order Form);
<br />provided, however that the foregoing limitations set forth in this Section 8(d) shall not apply to actions brought under 8(a)
<br />above or to any injury to persons or damages to property arising out of NEOGOV's gross negligence or willful, gross
<br />misconduct.
<br />9. Term and Termination.
<br />(a) This Agreement shall commence as of the date hereof and remain in effect in accordance with the terms) and restrictions
<br />in Exhibit A (Order Form), unless terminated by either party as set forth herein ("Initial Term").
<br />(b) Subject to a material breach of contract and right to care:
<br />(i) NEOGOV reserves the right to terminate this Agreement immediately if the Services provided hereunder become
<br />illegal or contrary to any applicable law, rule, regulation, public policy.
<br />(it) Customer shall have the right to terminate this Agreement only upon expiration of the then -current license terns.
<br />The tern shall renew automatically for two successive one-year terms for a total of three years unless
<br />Customer provides written notice of its intent not to renew to the other party at Least thirty (30) days before
<br />the expiration of the then -current license term. Customer acknowledges that failure to give notice prior to 30
<br />days of the termination date will constitute agreement to the subsequent tern[. City will have the option of two
<br />one year renewals.
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