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Docusign Envelope ID: 7C3482BF-606E-48FF-BB93-FIFOSABDC5B1
<br />NEOGOV
<br />PowerDMS
<br />Digital Management Software
<br />ArrtoaovC.
<br />Exhibit A
<br />Government Customer Addendum
<br />If Customer is a Government Customer, the following Govemment Customer Addendum ("Government Addendum") forms part
<br />of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum
<br />and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a
<br />"Government Customer" means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department,
<br />or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including
<br />a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university,
<br />Indian tribal economic development organization, or port authority).
<br />1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the
<br />Services Agreement.
<br />2. Termination for Non -Appropriation of Funds on Multi -Year Deals. Customer represents that it has received
<br />sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) ("Governmental
<br />Appropriation") for the fast year of the tern of any Order Form executed by Customer (the "First Year" and all such
<br />years following the First Yew which are included in the term of an Order Form, the "Future Years'). If Customer is
<br />subject to federal, state or local law which makes Customer's financial obligations under this Services Agreement
<br />contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of
<br />such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any
<br />Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice
<br />documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such
<br />termination. Customer will use reasonable efforts to ensure appropriated funds we available. It is expressly agreed that
<br />Customer shall not activate this non -appropriation provision for its convenience or to circumvent the requirements of this
<br />Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal
<br />operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the
<br />Services with functionally similar products or services for a period of one year after the termination of the Services
<br />Agreement.
<br />3. Indemnification. I£ Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify
<br />third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not
<br />apply to Customer, to the extent disallowed by applicable law.
<br />4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records,
<br />freedom of information, or sunshine laws ("Open Records Laws") the confidentiality requirements of Section 12 of the
<br />Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section
<br />is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation,
<br />the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure
<br />requirements in accordance with the applicable Open Records laws.
<br />5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i)
<br />federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices
<br />thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority,
<br />or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges,
<br />universities, and vocational schools) (collectively referred to as the "New Entity") may purchase the Services specified
<br />herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New
<br />Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in
<br />accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any
<br />purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re -marketer,
<br />representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or
<br />responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required
<br />to be made with respect to such order; and (iii) shall not be obliged, Gable or responsible for any failure by any New
<br />Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval
<br />necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from
<br />soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases
<br />Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase
<br />and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable
<br />to the New Entity.
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