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A-2017-162 Service Agreement THIS ONLINE SERVICES AGREEMENT (this "Agreement") is made and entered into this _�_� day of �L_...,.._ 2017, by and between GovernmentJobs.aom, Inc., a California corporation (d/b/a "NEOGOV"), and the City J"6a@Ana (CA) a public entity acting by and through its duly appointed representative ("Customer"). 1, Provision of Online Services. (a) Customer hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terms and conditions set forth herein), to provide the services (the "Services") more fully described in this Agreement and in Exhibit A (Order Form). Customer hereby acknowledges and agrees that NEOGOV's provision and performance of the Services is dependent and conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder. (b) NEOGOV shall implement and maitttuin a Project Change process and asdociuteti Change Control Document (CCD) to manage and approve any changes to the Order Foran andtor Order Details as heivin described. The CCD will include the reason For the change, a complete description of urork to be perfonued, nn estimate of time to complete the task, associated costs, a completion datee for dte CCD Statement of Work and an impact analysis indicating ramifications or impacts to the overall project. No work within the CCD shalt be performed by NEOGOV without Customer approval. 2. Additional NEOGOV Responsibilities. In connection with the performance of this Agreement, NEOGOV shall be responsible for the following: (a) NEOGOV shall provide all required frosting and operations support for the applications provided through this Agreement. (b) NEOGOV shall follow those support, maintenance and other procedures and shall provide those support, maintenance and other services to Customer more fully described in this Agreement. (c) Where "Deliverables" means any software or other material created pursuant to NEOGOV services, Deliverables will be considered accepted when: (i) Customer provides NEOGOV written notice of acceptance; or (ii) thirty (30) days after access commenced if Customer has not first provided NEOGOV with written notice of rejection. Customer may reject a Deliverable only in the event it materially deviates from the specifications and requirements listed in the applicable Scope of Work and only via written notice setting forth the nature of such deviation. 3. Customer Responsibilities. In connection with the performance of this Agreement and the provision of the Services, Customer shall be responsible for the Following: (a) Customer shall be responsible for ensuring that Customer's use of the Services and the performance of Customer's other obligations hereunder comply with all laws applicable to Customer. (b) Customer shall be responsible, as between NEOGOV and Customer, for the accuracy and completeness of all records and databases provided by Customer in connection with this Agreement for use on NEOGOV's system. NF.OGOV will have no responsibility or liability for the accuracy of data entered into or uploaded to the system by Customer, including without limitation Customer Data and any other data uploaded or input by users. (c) Acceptable Use Customer will comply with the Scope of Work associated with this agreement and refrain from: (i) providing System passwords or other log -in information to any third party except those specifically authorized to access the services in this agreement (ii) share non-public System features or content with any third party: or (iii) access the System in order to build, assist, or facilitate the assembly of a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System. In the event that NEOGOV suspects any breach of the requirements provided in Section 3(c), including by way of Users of Customer's system, NEOGOV may suspend Customer's access to the system, in addition to other lawful remedies as required. Nothing in this Agreement shall require NEOGOV to take any action regarding the limitations set forth in Section 3(c). (d) Unautkor ized access The Parties will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other login information. The Parties will notify each other hmmediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. INSURANCE ON FILE WORK MAY PROCEED NEOGOV UNTIL INSURANCE EXPIRES Page 1 of 16 t LERK OFOUNCIL DATE. 1[I)i01�