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<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.
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<br />an applicable Ordering Document or NEOGOV Scope of Work (SOW) relating to assistance, training, deployment,
<br />usage, customizations, accessory data processing, and best 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 separate Statement of Work, the Services shall be provided as
<br />stated on the Order Form and this Agreement and documents incorporated herein shall control.
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<br />4. Payment Terms. Unless otherwise stated in an Ordering Document, Customer shall pay all Subscription fees
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<br />Unless explicitly provided otherwise, once placed the Ordering Document is non-cancellable and sums paid
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<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
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<br />5. Term and Termination.
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<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.
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<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-EUHDFKLQJ SDUW\¶V ZULWWHQ VSHFLILFDtion of the breach. NEOGOV may suspend the Services or terminate
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<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 property. 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 specified, after expiration or termination of this Agreement NEOGOV may remove Customer Data
<br />from NEOGOV Services and without Customer consent or notice.
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<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 Specifications 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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