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NEOGOV fM
<br />content, or create any derivative works of the Licensed Content. "Program Documentation" shall mean all
<br />user guides, training, and Implementation material, and Service descriptions provided by NEOGOV to
<br />Customer In connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-
<br />sublicensable, non -transferable license to use, print, and distribute Internally via non-public platforms, the
<br />Program Documentation during the Term solely for Customer's Internal business purposes In connection with
<br />Its use of the Services.
<br />3. Professional Services. "Professional Services" shall mean consulting, training services purchased by Customer In
<br />an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment,
<br />usage, customizations, accessory data processing, and beat practices of and concerning the SaaS Applications.
<br />NEOGOV shall provide the Professional Services purchased in the applicable Order Form or SOW, as the case
<br />may be. Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications
<br />describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical
<br />specifications or related information. Order Forms or SOWS must be signed by both parties before NEOGOV shall
<br />commence work. If the parties do not execute a separateStatement of Work, the Services shall be provided as
<br />stated an the Order Form and this Agreement and documents incorporated herein shall control.
<br />4. Payment Terms. Unless otherwise stated In an Ordering Document, Customer shall pay all Subscription fees
<br />("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within
<br />thirty (30) days of Customer's receipt of NE000V's invoice. Fees shall be Invoiced annually In advance and in a
<br />single Invoice for each Term. Invoices shall be delivered to the stated "Bill To" party on the Ordering Document.
<br />Unless explicitly provided otherwise, once placed the Ordering Document Is non -cancellable and sums paid
<br />nonrefundable. Subscription Fees are based upon the Customer's employee count. Customer shall not exceed
<br />the employee amount Its Subscription Fees are based off of unless applicable supplemental Subscription Fees are
<br />paid. The Term for the Services Is a continuous and non -divisible commitment for the full duration regardless of
<br />any Invoice schedule. The purchase of any Service is separate from any other order for any other Service.
<br />Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service
<br />Is not contingent on performance of any other Service or delivery of any other Service. If Customer issues a
<br />purchase order, then it shall be for the full amount set forth in the applicable NEOGOV Invoice or Ordering
<br />Document. Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of Its
<br />payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the
<br />charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty (30)
<br />day notice prior to commencement of a Renewal Term. Customer will pay all taxes, duties and levies Imposed by
<br />all federal, state, and local authorities (Including, without limitation, export, sales, use, excise, and value-added
<br />taxes) based on the transactions or payments under this Agreement, except those taxes Imposed or based on
<br />NEOGOV's net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate
<br />or other evidence of such exemption with ten (10) days of NEOGOV's request therefor.
<br />6. Term and Termination,
<br />a) Term. Unless otherwise specified in an applicable Ordering Document, this Agreement shall commence on
<br />the Effective Date, This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both
<br />parties have achieved full performance of Professional Services or other services detailed in a SOW, unless
<br />it is terminated earlier in accordance with this Agreement.
<br />b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately If the
<br />other Is In material breach of this Agreement and such breach Is not cured within thirty (30) days following
<br />non -breaching party's written specification of the breach. NEOGOV may suspend the Services or terminate
<br />this Agreement immediately In the event the Services or Customer's use of the Services provided hereunder
<br />become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any
<br />termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services
<br />and other NEOGOV Intellectual properly. Additionally, Customer shall be obligated to pay, as of the effective
<br />date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless
<br />otherwise speolfled, after expiration or termination of this Agreement NEOGOV may remove Customer Data
<br />from NEOGOV Services and without Customer consent or notice.
<br />6. Service Specifications. "Service Specifications" means Program Documentation, Service Schedules, Security
<br />Statements, and Service Level Warranties If applicable. The Service Specifications describe and govern the
<br />Services and are Incorporated herein by reference. Online Service Specifcalions may be made available at
<br />https://www.neogov.com/service-specifications or provided upon Customer request. Excluding Service Schedules,
<br />NEOGOV may update the Service Specifications to reflect changes In, among other things, laws, regulations,
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