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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5131
<br />N E OvTM P(DwerDMS
<br />Digital Management Software
<br />b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including,
<br />without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this
<br />Agreement, except those taxes imposed or based on NEOGOV's net income or those exempt by applicable state law.
<br />Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the
<br />Effective Date of this Agreement and thereafter upon NEOGOV's request therefor.
<br />c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's
<br />convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any
<br />purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included
<br />in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services,
<br />none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms
<br />and conditions of this Agreement. NEOGOV's failure to object to terms contained in any such purchase order shall not
<br />be a waiver of the terms set forth in this provision or in this Agreement.
<br />6. Term and Termination.
<br />a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have
<br />expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in
<br />accordance with this Agreement.
<br />b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in
<br />material breach of this Agreement and such breach is not cured within thirty (30) days following non -breaching parry's
<br />written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the
<br />event the Services or Customer's use of the Services provided hereunder pose a security risk to the Services, NEOGOV
<br />or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration
<br />or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and
<br />other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such
<br />expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified,
<br />following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from
<br />NEOGOV Services and without Customer consent or notice.
<br />7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer's records relating to its
<br />compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section
<br />indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV
<br />the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment
<br />in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV.
<br />8. Maintenance; Modifications; Support Services.
<br />a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV's hardware and software infrastructure for the
<br />Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV
<br />may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the
<br />Services during the Term. "Update" means any update, bug fix, patch or correction of the Services or underlying
<br />NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades.
<br />Updates are automatic and available upon Customer's next login to the Services following an Update at no additional
<br />cost to Customer. "Upgrade" means any update of the Services or underlying NEOGOV software such as platform
<br />updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV
<br />shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per
<br />customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or
<br />modifications to Customer's hardware, systems or other software which may be necessary to use or access the Services
<br />due to a modification, Update, or Upgrade of the Services.
<br />b) Program Documentation, Training Materials. "Program Documentation" shall mean all user guides, training, and
<br />implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services.
<br />NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non -transferable license to use, print, and
<br />distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal
<br />business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self -
<br />review of online materials. NEOGOV's pre -built, online training consists of a series of tutorials to introduce the standard
<br />features and functions (the "Training Materials"). The Training Materials may be used as reference material by Customer
<br />Personnel conducting day-to-day activities.
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