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expiration or termination of this Agreement. Customer agrees that such access to the NEOGOV system shall he limited to the functionality included at time of the expiration or termination of this Agreement. Customer may only elect to maintain rcad�only access to such data files if Customer has paid all outstanding amounts owed to NEOGOV under this Agreement, (d) Survival, Suctions 2, 4(a) through 4_(d), 4(n, , 1, 6, 7, A, 9(c), 9(d), 12 and 13 shall survive the termination or expiration of this Agreement. 10. rents, (a) gpineu Terms. Customer shall pay NEOGOV the applicable fees set forth in the Order Form (collectively, the "Fees") within the applicable time poriods set forth In the Order Form. NEOGOV may invoice all Fees due under this Agreement in one invoice, for each invoice period. The parties agree that all invoices shall be delivered to the stated "Bill To" party on the Order Form, (b) axes. Customer will pay all taxes, duties and levies imposed by all federal, state and local authorities (including, without limitation, export, sales, use, exciso, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption with ten (10) days of NEOGOV's request therefor. (c) lice tncmaties, NEOGOV may, in its sole discretion, Increase the Fees for any Renewal Tenn. NEOGOV shall provide Customer with written notice of any such Fee increase at least one hundred twenty (120) days' prior to the commencement of such Renewal Term. It. Force Majeure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events beyond NEOGOV's reasonable control, including, without limitation: (a) acts of God; (b) changes in or In the interpretation of any law, rule, regulation or ordinance; (o) strikes, lockouts or other labor problems; (d) transportation delays; (c) unavailability of supplies or materials; (t) fire or explosion; (g) riot, military action or usurped power; or (h) actions or failures to act on the part of a governmental authority. 12. PIn bnah Cfnuse, It is understood and agreed by Customer and NEOGOV that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this Agreement. It is also understood and agreed that each local entity wilt establish its own contract with NEOOOV, be invoiced therefrom and make its awn payments to NEOGOV in accordance with the terms of the contract established between the new governmental entity and NEOGOV. It is also hereby mutually understood and agreed that Customer is not a legally bound party to any contractual Agreement made between NEOGOV and any entity other than Customer, 13. Miscellaneous, (a) AssIgnmenC This Agreement may not be assigned by either party without the express written approval of the other party and any attempt at assignment in violation of thisq fon. qJ shall be null and void. (b)met c eenentp Ameni. This Agreement and the Order Form constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the party to be bound. (c) Governir r L- iu. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to conflict of law rules. NEOGOV Page 6 of 13