OpenGov Master Services Agreement
The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware corporation
(“OpenGov”),
and
the
customer
named
in
the
signature
block
below
(“Customer”).
This
Agreement,
which
becomes
effective
when
fully
executed
(the
“Effective
Date”),
sets
forth
the
terms
and
conditions
under
which
OpenGov
will
provide
its
products
and
services
to
Customer.
1. Definitions
1.1. “Customer Data” means the data that is provided by Customer to OpenGov pursuant to this
Agreement
(for
example,
by
or
through
Customer’s
software
systems
of
record),
including
any
data
transmitted
through
the
Software
Services.
1.2. “Documentation” means any written, electronic, or online materials produced by OpenGov,
and
made
available
to
Customer
in
connection
with
the
Software
Services,
including
user
guides,
training
materials,
FAQs,
and
technical
support
content,
but
excluding
Product
Documentation.
1.3. “Intellectual Property Rights” means all past, present, and future intellectual property rights
including
those
associated
with
works
of
authorship,
copyrights,
moral
rights,
trademarks,
trade
names,
trade
secrets,
patent
rights,
and
any
other
proprietary
rights
in
intellectual
property
of
every
kind
and
nature.
1.4. “Order Form” means the document(s) separately executed by the parties or attached as an
exhibit,
that
specifies
the
Software
Services
and
the
Professional
Services
that
OpenGov
will
provide
to
Customer.
All
such
Order
Form(s)
are
incorporated
into
this
Agreement
by
reference.
1.5. “Product Documentation” means the technical specifications that describe the features, functionality,
configuration,
and
intended
operation
of
the
Software
Services
located
at
https://opengov.my.site.com/support/s/agreement-product-documentation,
which
is
incorporated
into
this
Agreement
by
reference.
1.6. "Professional Services" means the implementation, configuration, training, consulting, or other
professional
services
provided
by
OpenGov
or
its
authorized
partners,
and
identified
in
the
applicable
Statement
of
Work.
1.7. "Software Services" means the commercial-off-the-shelf software products and services
provided
by
OpenGov
and
identified
in
the
applicable
Order
Form.
1.8. “Statement of Work” or “SOW” means the document(s) separately executed by the parties or
attached
as
an
exhibit
to
this
Agreement
or
any
applicable
Order
Form,
that
specifies
the
Professional
Services
that
OpenGov
will
provide
to
Customer.
All
such
SOW(s)
are
incorporated
into
this
Agreement
by
reference.
2. Software Services and Professional Services
2.1. Software
Services.
1 OpenGov Master Services Agreement
Revised
May
5,
2025
2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially
reasonable
efforts
to
provide
the
Software
Services.
2.1.2. Support and Service Levels. Customer support is available by email to [email protected]
or
by
using
the
chat
messaging
functionality
of
the
Software
Services.
Customer
may
report
issues
any
time;
however,
OpenGov
will
address
issues
during
business
hours.
OpenGov
will
provide
the
applicable
level
of
support
in
accordance
with
the
Support
and
Software
Service
Levels
located
at
https://opengov.com/service-sla,
which
is
incorporated
into
this
Agreement
by
reference.
2.2. Professional
Services.
2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use commercially
reasonable
efforts
to
provide
the
Professional
Services,
if
applicable.
Unless
otherwise
specified
in
the
SOW,
any
pre-paid
Professional
Services
must
be
utilized
within
one
year
from
the
Effective
Date.
2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in the
applicable
Order
Form
or
SOW.
Any
additional
travel
expenses
shall
be
subject
to
Customer’s
prior
written
approval
and
will
be
reimbursable
by
Customer.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Services in any manner or for any purpose
other
than
as
expressly
permitted
by
the
Agreement.
In
addition,
Customer
shall
not,
and
shall
not
knowingly
or
negligently,
permit
or
enable
any
third
party
to:
(a)
use
or
access
any
of
the
Software
Services
to
build
a
competitive
product
or
service;
(b)
modify,
disassemble,
decompile,
reverse
engineer
or
otherwise
make
any
derivative
use
of
the
Software
Services
(except
to
the
extent
applicable
laws
specifically
prohibit
such
restriction);
(c)
sell,
license,
rent,
lease,
assign,
distribute,
display,
host,
disclose,
outsource,
copy
or
otherwise
commercially
exploit
the
Software
Services;
(d)
perform
or
disclose
any
benchmarking
or
performance
testing
of
the
Software
Services,
including
but
not
limited
to
load
testing
or
stress
testing;
(e)
remove
any
proprietary
notices
included
with
the
Software
Services;
(f)
use
the
Software
Services
in
violation
of
applicable
law;
or
(g)
transfer
any
personal,
sensitive,
or
personally
identifiable
information
to
OpenGov
in
a
manner
that
violates
Customer's
obligations
under
the
Data
Processing
Addendum.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining computers,
third-party
software
systems
of
record,
and
application
programming
interfaces
needed
to
connect
to,
access,
or
otherwise
use
the
Software
Services.
Customer
shall
also
be
responsible
for:
(a)
ensuring
that
such
equipment
is
compatible
with
the
Software
Services,
(b)
maintaining
the
security
of
such
equipment,
user
accounts,
passwords
and
files,
in
accordance
with
industry
standards,
and
(c)
all
uses
of
Customer
user
accounts
by
any
party
other
than
OpenGov.
OpenGov
is
not
responsible
for
the
operation,
support,
or
security
of
any
third-party
software,
systems,
or
services
2 OpenGov Master Services Agreement
Revised
May
5,
2025
not
provided
by
OpenGov.
3.3. Data Processing Addendum. To the extent OpenGov processes any Customer Data that contains
personal
information,
personally
identifiable
information,
or
sensitive
personal
information
on
behalf
of
Customer
in
the
course
of
providing
the
Software
Services
and
Professional
Services
under
this
Agreement,
the
parties
agree
to
comply
with
the
terms
of
the
Data
Processing
Addendum,
located
at
https://opengov.com/data-processing-addendum,
which
is
incorporated
into
this
Agreement
by
reference.
4. Intellectual Property Rights; License Grants; Access to Customer Data
4.1. OpenGov’s Intellectual Property Rights. OpenGov exclusively owns and retains all right, title,
and
interest
to
the
Software
Services,
Professional
Services,
Documentation,
and
Product
Documentation,
including
all
Intellectual
Property
Rights
therein.
This
includes,
without
limitation,
all
underlying
technology,
software,
user
interfaces,
visual
design
elements
(such
as
the
“look
and
feel”),
custom
fonts,
graphics,
workflows,
button
icons,
and
any
derivative
works
(e.g.,
enhancements,
modifications,
or
corrections),
including
but
not
limited
to
those
that
are
created
in
connection
with
or
through
the
use
of
the
Software
Services,
Professional
Services,
Documentation,
or
Product
Documentation.
Customer
may
not
reproduce,
modify,
distribute,
or
create
derivative
works
based
on
any
part
of
the
Software
Services,
in
whole
or
in
part,
without
OpenGov’s
prior
written
consent.
4.2. License Grant to Customer. OpenGov grants Customer a non-exclusive, non-transferable,
non-sublicensable,
royalty-free
license
to
use
the
Software
Services,
Documentation,
and
Product
Documentation
during
the
Term
for
its
internal
use
and
the
purpose
as
described
in
this
Agreement.
No
additional
rights
or
licenses
shall
be
deemed
granted.
4.3. Customer’s Intellectual Property Rights. Customer retains all right, title, and interest, including
all
Intellectual
Property
Rights,
in
and
to
Customer
Data.
Customer
grants
OpenGov
and
its
authorized
partners
(such
as
cloud
hosting
providers)
a
non-exclusive,
royalty-free
license
to
access,
use,
store,
edit,
reformat
and
otherwise
process
Customer
Data
for
the
purpose
of
providing,
maintaining,
developing,
and
improving
OpenGov’s
products
and
services.
4.4. Aggregated and Anonymized Data. Customer agrees that OpenGov and its authorized partners
may
use
aggregated
and
anonymized
data
derived
from
Customer
Data
to
provide,
maintain,
develop,
and
improve
OpenGov’s
products
and
services,
to
provide
general
customer
service
support
and
improvements,
and
to
perform
data
and
usage
analytics.
Any
insights,
developments,
or
improvements
arising
from
such
aggregated,
anonymized
data
shall
be
owned
by
OpenGov.
4.5. Access to Customer Data. Customer may download Customer Data from the Software Services
at
any
time
during
the
Term,
excluding
during
routine
software
maintenance
periods.
For
a
period
of
30 days
after
expiration
of
the
Term,
Customer
may
request
that
3 OpenGov Master Services Agreement
Revised
May
5,
2025
OpenGov complete a one-time transfer of Customer Data in a format customarily used in the
industry
at
OpenGov’s
then-current
hourly
rate.
4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6, upon
the
termination
of
this
Agreement,
Customer
Data
shall
be
deleted
pursuant
to
OpenGov’s
standard
data
deletion
and
retention
practices,
which
is
to
delete
Customer
Data
45 days
after
termination
or
expiration
of
the
Agreement.
Upon
written
request,
Customer
may
request
deletion
of
Customer
Data
prior
to
the
date
of
termination
of
this
Agreement,
in
accordance
with
the
notice
requirements
set
forth
in
Section
10.2. 4.7.
Feedback. “Feedback” means any suggestions, comments, ideas, recommendations, usage,
or
other
input
provided
by
Customer
to
OpenGov
regarding
the
services.
Customer
grants
OpenGov
a
non-exclusive,
royalty-free,
irrevocable,
perpetual,
worldwide
license
to
use
such
Feedback
in
the
Software
Services,
Professional
Services,
Documentation
and
Product
Documentation.
OpenGov
will
exclusively
own
all
right,
title,
and
interest,
including
all
Intellectual
Property
Rights,
in
and
to
any
improvements,
modifications,
or
derivative
works
to
the
Software
Services,
Professional
Services,
Documentation
or
Product
Documentation
that
are
based
on
or
derived
from
such
Feedback.
5. Confidentiality
5.1. “Confidential Information" means all confidential business, technical, and financial information
of
the
disclosing
party
that
is
marked
as
“Confidential”
or
an
equivalent
designation
or
that
should
reasonably
be
understood
to
be
confidential
given
the
nature
of
the
information
and/or
the
circumstances
surrounding
the
disclosure.
OpenGov’s
Confidential
Information
includes,
without
limitation,
the
software
underlying
the
Software
Services,
Documentation,
and
Product
Documentation.
5.2. Confidential Information does not include information that: (a) was publicly known or becomes
publicly
known
through
no
breach
of
this
Agreement
by
the
receiving
party;
(b)
is
required
to
be
disclosed
upon
request
under
any
applicable
federal,
state,
or
local
public
records
laws;
(c)
Customer
expressly
directs
OpenGov
make
publicly
available;
(d)
was
lawfully
known
to
the
receiving
party
without
restriction
on
disclosure
before
receipt
from
the
disclosing
party;
(e)
is
disclosed
to
the
receiving
party
by
a
third
party
who
has
the
right
to
make
such
disclosure
without
restriction;
or
(f)
is
independently
developed
by
the
receiving
party
without
access
to
the
disclosing
party’s
Confidential
Information.
5.3. Each party agrees to use the other's Confidential Information only in connection with this
Agreement.
Each
party
further
agrees
to
protect
the
other
party's
Confidential
Information
using
the
measures
that
it
employs
with
respect
to
its
own
Confidential
Information
of
a
similar
nature,
but
in
no
event
with
less
than
reasonable
care.
If
a
party
is
required
to
disclose
Confidential
Information
by
law,
subpoena,
or
court
order,
it
must,
to
the
extent
legally
permitted,
promptly
notify
the
other
party
in
writing
prior
to
the
disclosure
to
give
the
other
party
an
opportunity
to
oppose
or
limit
the
disclosure.
4 OpenGov Master Services Agreement
Revised
May
5,
2025
6. Term and Termination
6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect until
the
termination
or
expiration
of
all
active
Order
Forms
entered
into
under
this
Agreement
(“Term”),
unless
earlier
terminated
pursuant
to
this
Section
6. 6.2.
Renewal. Each Order Form shall automatically renew for additional terms equal in duration
to
its
initial
term
(each,
a
“Renewal
Term”),
unless
either
party
provides
written
notice
of
non-renewal
at
least
30 days
prior
to
the
expiration
of
the
then-current
term.
6.3. Termination for Cause. If either party materially breaches this Agreement and fails to cure
such
breach
within
30 days
after
receiving
written
notice
by
the
non-breaching
party,
the
non-breaching
party
may
terminate
this
Agreement.
6.4. Termination for Non-Appropriation. If required by applicable law, Customer may terminate
this
Agreement
if
it
does
not
appropriate
funds
for
a
future
fiscal
year.
In
order
to
terminate
for
non-appropriation,
Customer
must
provide
at
least
30 days’
prior
written
notice,
provided
it
is
after
the
first
full
year
of
the
Agreement.
Obligations
to
pay
fees
are
non-cancelable,
and
payments
are
non-refundable.
This
section
may
not
be
used
as
a
substitute
for
termination
for
convenience.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a) Customer
shall
pay
in
full
for
all
of
the
Software
Services
and
Professional
Services
for
the
then-current
annual
term;
(b)
OpenGov
shall
stop
providing
the
Software
Services
and
the
Professional
Services
to
Customer;
and
(c)
with
the
exception
of
Customer
Data,
the
return
and
deletion
of
which
are
addressed
in
Section
4,
each
party
shall,
upon
request
of
the
other
party,
return
or
delete
any
of
the
other
party’s
Confidential
Information.
7. Payment of Fees
7.1. Fees;
Invoicing;
Payment;
Expenses.
7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the applicable
Order
Form,
and
OpenGov
will
invoice
Customer
accordingly.
Customer
agrees
to
pay
invoices
within
30 days
of
receipt.
Invoices
are
deemed
received
when
OpenGov
emails
them
to
Customer’s
designated
billing
contact.
Obligations
to
pay
fees
are
non-cancelable,
and
payments
are
non-refundable,
except
as
expressly
provided
in
Sections
8.1.2 and
8.1.3. 7.1.2.
Annual Software Price Adjustment. OpenGov shall increase the fees for the Software Services
during
any
Renewal
Term
by
5%
each
year
or
as
otherwise
agreed
upon
in
the
applicable
renewal
Order
Form.
7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the SOW
or
Order
Form
as
they
are
incurred.
Customer
shall
pay
all
such
valid
invoices
within
30 days
of
receipt
of
invoice.
Receipts
shall
be
provided
for
the
travel
expenses
listed
on
the
invoice.
5 OpenGov Master Services Agreement
Revised
May
5,
2025
7.2. Consequences of Non-Payment. If Customer fails to make any payments required under any
Order
Form
or
SOW,
then
in
addition
to
any
other
rights
OpenGov
may
have
under
this
Agreement
or
applicable
law:
(a)
Customer
will
owe
a
late
interest
penalty
of
the
maximum
rate
permitted
by
law;
and
(b)
if
Customer’s
account
remains
delinquent
(with
respect
to
payment
of
an
undisputed
invoice)
for
10 days
after
receipt
of
a
delinquency
notice
from
OpenGov,
which
may
be
provided
via
to
Customer’s
designated
billing
contact,
OpenGov
may
temporarily
suspend
Customer’s
access
to
the
Software
Service
for
up
to
90 days
to
pursue
good
faith
negotiations
before
pursuing
termination
in
accordance
with
Section
6.3. Customer
will
continue
to
incur
and
owe
all
applicable
fees
irrespective
of
any
such
service
suspension
based
on
such
Customer’s
delinquency.
7.3. Taxes. Each party is responsible for the tax effects this Agreement imposes upon it. If Customer
is
tax-exempt,
it
will
provide
OpenGov
its
tax
exemption
certificate.
8. Representations and Warranties; Disclaimer
8.1. By
OpenGov.
8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority necessary
to
enter
into
and
perform
this
Agreement.
8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the Professional
Services,
if
any,
will
be
performed
in
a
professional
and
workmanlike
manner
in
accordance
with
the
related
SOW
and
generally
prevailing
industry
standards.
For
any
breach
of
the
Professional
Services
warranty,
OpenGov
will
re-perform
the
applicable
services.
If
OpenGov
is
unable
to
re-perform
such
work
as
warranted,
Customer
will
be
entitled
to
recover
all
fees
paid
to
OpenGov
for
the
deficient
work.
Customer
must
give
written
notice
of
any
claim
under
this
warranty
to
OpenGov
within
90 days
of
the
completion
of
the
Professional
Services
pursuant
to
the
applicable
SOW
to
receive
such
warranty
remedies.
8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the Term,
the
Software
Services
will
perform
in
all
material
respects
in
accordance
with
the
then-current
Product
Documentation.
The
foregoing
warranty
does
not
apply
to
(a)
any
Software
Services
that
have
been
used
in
a
manner
other
than
as
set
forth
in
this
Agreement,
or
(b)
any
pre-release
features,
functionality,
or
beta
software
services
that
Customer
elects
to
use
in
the
beta
phase
of
development.
For
any
breach
of
the
Software
Services
warranty,
OpenGov
will
repair
or
replace
any
nonconforming
Software
Services
so
that
the
affected
portion
of
the
Software
Services
operates
as
warranted.
If
OpenGov
is
unable
to
do
so,
Customer
may
terminate
the
Agreement
and
will
be
entitled
to
a
refund
of
the
pre-paid,
unused
portion
of
the
fees
from
the
date
of
the
discovery
of
the
defect.
Customer
must
give
written
notice
of
any
claim
under
this
warranty
to
OpenGov
within
90 days
of
Customer
discovering
the
defect
to
receive
such
warranty
remedies.
8.2. By Customer. Customer represents and warrants that (a) it has all right and authority necessary
to
enter
into
and
perform
this
Agreement
and
(b)
OpenGov’s
use
of
Customer
6 OpenGov Master Services Agreement
Revised
May
5,
2025
Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual Property
Rights
of
any
third
party.
8.3. Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED
OR
ERROR
FREE;
NOR
DOES
IT
MAKE
ANY
WARRANTY
AS
TO
THE
RESULTS
THAT
MAY
BE
OBTAINED
FROM
USE
OF
THE
SOFTWARE
SERVICES.
EXCEPT
AS
SET
FORTH
IN
THIS
SECTION
8,
THE
SOFTWARE
SERVICES
ARE
PROVIDED
“AS
IS”
AND
OPENGOV
DISCLAIMS
ALL
OTHER
WARRANTIES,
EXPRESS
OR
IMPLIED,
INCLUDING,
BUT
NOT
LIMITED
TO,
IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
TITLE,
FITNESS
FOR
A
PARTICULAR
PURPOSE,
AND
NON-INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES,
CONTRACTORS
OR
EMPLOYEES,
SHALL
BE
RESPONSIBLE
OR
LIABLE
WITH
RESPECT
TO
ANY
SUBJECT
MATTER
OF
THIS
AGREEMENT
UNDER
ANY
CONTRACT,
NEGLIGENCE,
STRICT
LIABILITY,
OR
OTHER
THEORY:
(A)
FOR
ERROR
OR
INTERRUPTION
OF
USE
OR
FOR
LOSS
OR
INACCURACY
OF
DATA
OR
COST
OF
PROCUREMENT
OF
SUBSTITUTE
GOODS
OR
SERVICES
OR
LOSS
OF
BUSINESS;
(B)
FOR
ANY
INDIRECT,
EXEMPLARY,
PUNITIVE,
INCIDENTAL,
SPECIAL,
OR
CONSEQUENTIAL
DAMAGES;
OR
(C)
FOR
ANY
MATTER
BEYOND
A
PARTY’S
REASONABLE
CONTROL,
EVEN
IF
SUCH
PARTY
HAS
BEEN
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
LOSS
OR
DAMAGE.
9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMULATIVE LIABILITY FOR
ANY
CLAIMS
ARISING
OUT
OF
OR
IN
ANY
WAY
RELATED
TO
THIS
AGREEMENT
EXCEED
THE
FEES
PAID
OR
PAYABLE
BY
CUSTOMER
TO
OPENGOV
FOR
THE
SOFTWARE
SERVICES
UNDER
THIS
AGREEMENT
IN
THE
12 MONTHS
PRIOR
TO
THE
ACT
THAT
GAVE
RISE
TO
THE
LIABILITY.
9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above
do
not
apply
to,
and
each
party
accepts
liability
to
the
other
for:
(a)
claims
arising
out
of
fraud
or
willful
misconduct
by
either
party;
(b)
either
party’s
infringement
of
the
other
party’s
Intellectual
Property
Rights;
(c)
breach
of
obligations
under
Section
3.1;
and
(d)
payment
obligations
under
this
Agreement.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages
to
be
limited
to
the
extent
set
forth
above,
some
of
the
above
limitations
may
not
apply.
10. Miscellaneous
10.1. Logo Use. OpenGov shall have the right to use and display Customer’s logos and trade names
for
marketing
and
promotional
purposes
in
OpenGov’s
website
and
marketing
materials,
subject
to
Customer’s
trademark
usage
guidelines
provided
to
OpenGov.
10.2. Notice. Ordinary day-to-day operational communications may be conducted by email, live
chat
or
telephone.
For
notices
required
by
the
Agreement
the
parties
must
communicate
more
formally
in
a
writing
sent
via
USPS
certified
and
via
email.
OpenGov’s
addresses
for
notice
are:
with
a
mailed
copy
to
OpenGov,
7 OpenGov Master Services Agreement
Revised
May
5,
2025
Inc.,
660
3rd
Street,
Suite
100,
San
Francisco,
CA
94107.
10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or provided
any
illegal
or
improper
payment,
gift,
or
transfer
of
value
in
connection
with
this
Agreement.
The
parties
will
promptly
notify
each
other
if
they
become
aware
of
any
violation
of
any
applicable
anti-corruption
laws
in
connection
with
this
Agreement.
10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions
or
the
unauthorized
use
of
a
party’s
intellectual
property
may
result
in
serious
and
irreparable
injury
to
the
aggrieved
party
for
which
damages
may
not
adequately
compensate
the
aggrieved
party.
The
parties
agree,
therefore,
that,
in
addition
to
any
other
remedy
that
the
aggrieved
party
may
have,
it
shall
be
entitled
to
seek
equitable
injunctive
relief
without
being
required
to
post
a
bond
or
other
surety
or
to
prove
either
actual
damages
or
that
damages
would
be
an
inadequate
remedy.
10.5. Force Majeure. Neither party will be liable for any delay or failure to perform its obligations
under
this
Agreement,
due
to
any
events
beyond
its
reasonable
control,
including
but
not
limited
to
acts
of
god,
acts
of
governmental
authority,
war,
riot,
labor
disputes,
failures
of
performance
by
any
third-party
services,
utilities,
or
equipment
failures,
or
any
other
events
beyond
the
party’s
reasonable
control.
Notwithstanding
the
foregoing,
Customer
shall
remain
obligated
to
perform
its
obligations
under
Section
7.1.1. 10.6.
Severability; Waiver. If any provision of this Agreement is found to be unenforceable or invalid,
that
provision
will
be
limited
or
eliminated
to
the
minimum
extent
necessary
so
that
this
Agreement
will
otherwise
remain
in
full
force
and
effect
and
enforceable.
Any
express
waiver
or
failure
to
exercise
promptly
any
right
under
this
Agreement
will
not
create
a
continuing
waiver
or
any
expectation
of
non-enforcement.
10.7. Survival. The following sections of this Agreement shall survive termination or expiration:
Section
5 (Confidentiality),
Section
7 (Payment
of
Fees),
Section
4.6 (Deletion
of
Customer
Data),
Section
8.3 (Warranty
Disclaimer),
Section
9 (Limitation
of
Liability),
and
Section
10 (Miscellaneous).
10.8. Assignment. There are no third-party beneficiaries to this Agreement. Neither party may assign,
or
otherwise
transfer
this
Agreement
without
the
other
party's
written
consent,
which
consent
may
not
be
unreasonably
withheld,
conditioned,
or
delayed.
Notwithstanding
the
foregoing,
either
party
may
assign,
without
such
consent
but
upon
written
notice,
its
rights
and
obligations
under
this
Agreement
to
its
corporate
affiliate
or
to
any
entity
that
acquires
all
or
substantially
all
of
its
capital
stock
or
its
assets
related
to
this
Agreement,
through
purchase,
merger,
consolidation,
or
otherwise.
Any
other
attempted
assignment
shall
be
void.
This
Agreement
will
benefit
and
bind
permitted
assigns
and
successors.
10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint venture,
or
employment
relationship,
and
neither
party
has
any
authority
to
bind
the
other.
10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of 8 OpenGov Master Services Agreement
Revised
May
5,
2025
Customer’s jurisdiction, without regard to conflict of laws principles. The parties submit to
personal
jurisdiction
and
venue
in
the
courts
of
Customer’s
jurisdiction.
10.11. Complete Agreement. OpenGov has made no other promises or representations to Customer
other
than
those
contained
in
this
Agreement.
Any
additional
or
different
terms
in
a
purchase
order
or
click-through
agreement
are
expressly
rejected
by
the
parties
and
are
void.
Any
modification
to
this
Agreement
must
be
in
writing
and
signed
by
an
authorized
representative
of
each
party.
No
third
parties
are
authorized
to
modify
this
Agreement.
If
there
is
a
conflict
between
this
Agreement
and
any
other
attached
or
incorporated
document,
the
terms
of
this
Agreement
will
control
unless
expressly
stated
otherwise.
Customer:
________________________
OpenGov, Inc. Signature
________________________
Signature
__________________________
Name
________________________
Name
__________________________
Title
________________________
Title
__________________________
Date
________________________
Date
__________________________
9 OpenGov Master Services Agreement
Revised
May
5,
2025