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INSURANCE ON FILE
<br />q WORK MAY PROCEED
<br />oUNTIL INSURANCE EXPIRES A-2021-090
<br />"r H- ZS• Zozlco
<br />CLERK OF COUNCILS 1 E tM
<br />DATEExhibit A
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<br />NEOGOV SERVICES AGREEMENT
<br />Cr: NR (HAvteq HVSWk)(.0'f. j V020121
<br />You agree that by placing an order through a NEOGOV standard ordering document (the "Order" or "Ordering
<br />Document") you agree to follow and be bound by the terms and conditions set forth herein. "Governmentjobs.com",
<br />"NEOGOV", "we", and "our" means GovemmentJobs.com, Inc.(dba "NEOGOV) and, where applicable, Its affiliates;
<br />"Customer", 'you", "your' means the Governmentjobs.com client, customer, or subscriber identified in the Ordering
<br />Document.
<br />If you are placing such an Order on behalf of a legal entity, you represent that you have the authority to bind such entity
<br />to the terms and conditions of the Ordering Document and these terms and, in such event, "you' and "your" as used in
<br />these agreement terms shall refer to such entity. "Agreement" shall be used to collectively refer to this NEOGOV
<br />Services Agreement (the "Services Agreement"), documents Incorporated herein including the applicable Ordering
<br />Document and Schedule(s), and Special Conditions (if any).
<br />1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with
<br />access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer
<br />In the applicable Ordering Document (collectively referred to as the "Services"). Customer hereby acknowledges
<br />and agrees that NEOGOV's provision and performance of, and Customer's access to, the Services is dependent
<br />and conditioned upon Customer's full performance of Its duties, obligations and responsibilities hereunder. This
<br />Agreement entered Into as of the date of your signature on an applicable Ordering Document or use of the Services
<br />commences (the "Effective Date"). The Agreement supersedes any prior and contemporaneous discussions,
<br />agreements or representations and warranties.
<br />2. SaaS Subscription.
<br />a) Subscription Grant. "SaaS Applications" means each proprietary NEOGOV web -based software -as -a -service
<br />application that may be set forth on an Order and subsequently made available by NEOGOV to Customer,
<br />and associated components as described In the Service Specifications made available to Customer by
<br />NEOGOV. Subject to and conditioned on Customer's and its Authorized Users' compliance with tha terms and
<br />conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non -transferable,
<br />and non-sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the
<br />SaaS Applications specified in the Order solely for Customer's internal, non-commercial purposes; (b)
<br />generate, print, and download Customer Data as may result from any access to or use of the SaaS
<br />Applications; and (c) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights
<br />shall collectively be referred to as the "SaaS Subscription) . 'Authorized Users" means (1) Customer
<br />employees, agents, contractors, consultants who are authorized by Customer to access and use the Services
<br />under the rights granted to Customer pursuant to this Services Agreement and (ii) for whom access to the
<br />Services has been purchased hereunder. You may not access the SaaS Applications if you are a direct
<br />competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes
<br />of mon0oring their availability, performance, or functionality, or for any other benchmarking or competitive
<br />purposes.
<br />b) Delivery and Subscription Term. NEOGOV delivers each SaaS Application by providing Customer with onllne
<br />access. When you access NEOGOV SaaS Applications, you are accepting it for use in accordance with this
<br />Agreement. Unless otherwise specified in an applicable Ordering Document, SaaS Subscriptions shall
<br />commence an the Effective Date and remain In effect for twelve (12) consecutive months, unless terminated
<br />earlier In accordance with this Agreement (the "Initial Term"). Thereafter, SaaS Subscriptions shall
<br />automatically renew for successive twelve (12) month terms (each a "Renewal Term" and together with the
<br />Initial Term, collectively, the "Term") unless a party delivers to the other party, at least thirty (30) days prior to
<br />the expiration of the Initial Term or the applicable Renewal Term, written notice of such party's intention to not
<br />renew this Agreement, or unless terminated earlier in accordance with this Agreement. NEOGOV shall provide
<br />Customer access to the SaaS Applications within a reasonable time following the Effective Date unless
<br />otherwise agreed.
<br />c) Content and Program Documentation. Should Customer purchase access to SaaS Applications containing
<br />audio-visual content ("Licensed Content"), NEOGOV grants to Customer a non-exclusive, non -transferable,
<br />and non-sublicensable license, during the applicable Term, for Authorized Users to access and view the
<br />Licensed Content within the SaaS Application. Customer shall not permit the Licensed Content to be, or
<br />appear to be, reproduced, performed, displayed, or distributed on, as part of or in connection with any website
<br />or other online area other than the SaaS Application. Customer shall not edit, alter, modify, combine with other
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