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DocuSign Envelope ID: F9AOAABO-67E7-4COB-B551-F8C7CDF4F2C8
<br />OPENGOV, INC. SOFTWARE AGREEMENT
<br />Terms and Conditions
<br />Appendix A
<br />OpenGov Terms and Conditions
<br />SOFTWARE SERVICES
<br />1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions (the "Agreement"), OpenGov will
<br />use commercially reasonable efforts to perform the software services (the "Software Services") identified in the
<br />applicable Software Agreement entered into by OpenGov and Customer ("Software Agreement").
<br />1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a
<br />copy of the Customer's chart of accounts in .csv or .xls format. In addition, Customer agrees to provide OpenGov with
<br />five or more years of general ledger data, also in .csv or As format, including budget data for the current year and
<br />actual expense and revenue data for past years. Any dates or time periods relevant to OpenGov's performance will
<br />be extended appropriately and equitably to reflect any delays caused by Customer's failure to timely deliver any such
<br />materials. OpenGov shall not be liable for any delays in performance under this Agreement resulting from Customer's
<br />failure to meet these obligations.
<br />2. RESTRICTIONS AND RESPONSIBILITIES
<br />2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse
<br />engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying
<br />structure, ideas, or algorithms of the Software Services, documentation or data related to the Software Services,
<br />except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based
<br />on the Software Services; or copy, rent, lease, distribute, assign, sell, or otherwise commercially exploit, transfer, or
<br />encumber rights to the Software Services; or remove any proprietary notices.
<br />2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including,
<br />but not limited to, any export restrictions).
<br />2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to
<br />connect to, access or otherwise use the Software Services and Customer shall also be responsible for (a) ensuring
<br />that such equipment is compatible with the Software Services, (b) maintaining the security of such equipment, user
<br />accounts, passwords and files, and (c) for all uses of Customer user accounts with or without Customer's knowledge
<br />or consent.
<br />3. OWNERSHIP. OpenGov retains all right, title, and interest in the Software Services and all intellectual property
<br />rights (including all past, present, and future rights associated with works of authorship, including exclusive
<br />exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret
<br />rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature) therein.
<br />4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any
<br />Confidential Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent.
<br />"Confidential Information" means all confidential business, technical, and financial information of the disclosing party
<br />that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be
<br />confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the
<br />terms of the applicable Software Agreement). OpenGov's Confidential Information includes, without limitation, the
<br />software underlying the Software Services and all documentation relating to the Software Services. "Confidential
<br />Information" does not include "Public Data," which is data that the Customer has previously released or would be
<br />required to release according to applicable federal, state, or local public records laws. The Receiving Party agrees: (i)
<br />to use and disclose the Confidential Information only in connection with this Agreement; and (ii) to protect such
<br />Confidential Information using the measures that Receiving Party employs with respect to its own Confidential
<br />Information of a similar nature, but in no event with less than reasonable care. Notwithstanding the foregoing,
<br />Confidential Information does not include information that: (i) has become publicly known through no breach by the
<br />receiving party; (ii) was rightfully received by the receiving party from a third party without restriction on use or
<br />disclosure; or (iii) is independently developed by the Receiving Party without access to such Confidential Information.
<br />Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or
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