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Docusign Envelope ID: 7C3482BF-606B-48FF-BB93-F1 F08ABDC5131
<br />TM P(DwerDMS
<br />N E Digital Management Software
<br />c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum ("DPA")
<br />made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and
<br />governs NEOGOV's processing of Personal Data.
<br />d) Data Responsibilities.
<br />NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection
<br />of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be
<br />limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel
<br />except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by
<br />applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is
<br />commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV's
<br />cloud infrastructure providers.
<br />ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data,
<br />including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for
<br />the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing,
<br />Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the
<br />accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users
<br />of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents
<br />from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction,
<br />retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data.
<br />NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless
<br />otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly
<br />sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall
<br />provide and institute all appropriate tools and procedures required to ensure the security of its own information
<br />system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.
<br />e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of
<br />Customer Data within its custody and control (a "Security Breach") within 72 hours of NEOGOV's confirmation of the
<br />nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably
<br />cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or
<br />Customer's policies require notification of its Authorized Users or others of the Security Breach, Customer shall be
<br />responsible for such notification.
<br />f) Data Export. Retention and Destruction. Customer may export or delete Customer Data from the Services at any time
<br />during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible
<br />for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete
<br />Customer Data stored on NEOGOV's systems using the then existing features and functionality of the Services,
<br />NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy
<br />the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by
<br />NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as
<br />otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more
<br />than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely
<br />responsible for determining any retention requirements with respect to the Customer Data as required by applicable law
<br />and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests
<br />that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or
<br />regulation, NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited
<br />to any claims related to loss or destruction of such Customer Data.
<br />It. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by
<br />third parties through the Services ("Third Party Services"). Customer agrees that NEOGOV is not the original source and shall
<br />not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no
<br />representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV
<br />may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third
<br />party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer
<br />has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid
<br />fees for such Third Party Services covering the remainder of the Subscription Term.
<br />12. Nondisclosure.
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