Service Order
2 Mill & Main; Suite 630; Maynard, MA 01754
Created by Order Date
Contact Phone
Order valid if signed by
Contact Email
Customer Contact Billing Contact
Address Title Title
City, St, Zip Email Email
Phone PO # (If any)
Set up Services Tier/Rate Service Fees
Subscription Services Tier Service Fees
Billing Terms and Conditions
Valid Until
Payment
Rate Increase
Customer Satisfaction
Guarantee
Statement of Work
Gabby Yetten Jun 23, 2025
(646) 715-5529
[email protected]
City of Redondo Beach Mayor Jim Light Jesse Reyes
415 Diamond Street Mayor Capital Projects Program Manager Redondo Beach, CA 90277 [email protected] [email protected] (310) 697-3653
ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions Tier 4 $ 9,000.00 ClearGov Setup: Bundle Discount - Discount for bundled solutions Tier 4 $ (4,950.00) ClearGov Capital Budgeting - Civic Edition Tier 4 $ 23,400.00 Bundle Discount: Modules (10%) Tier 4 $ (2,340.00)
Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date.
All invoices are due Net 30 days from the Customer's receipt of invoice. 6% per annum After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount.
During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing written notice. In the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediately and Customer shall be eligible for a full refund of the applicable Service Fees.
ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the attached Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer with outstanding balance past due over 90 days for any previous subscription services.
Sep 8, 2025
Customer Information
The Services you will receive and the Fees for those Services are...
ClearGov will provide your Services according to this schedule...
To be clear, you will be billed as follows...
General Terms & Conditions
Total ClearGov Setup Service Fee - Billed ONE-TIME $ 4,050.00 Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE $ 21,060.00 Sep 8, 2025
Net 30
Period Start Date End Date Description
Setup
Initial
Billing Date(s) Amount(s) Notes
Sep 8, 2025 Sep 8, 2025 ClearGov Setup Services
Sep 8, 2025 Sep 7, 2026 ClearGov Subscription Services
Sep 8, 2025 $4,050.00
Sep 8, 2025 $21,060.00
One Time Setup Fee
Annual Subscription Fee
Additional subscription years and/or renewals will be billed annually in accordance with pricing and terms set forth herein.
Taxes
Term & Termination
Agreement
Signature Signature
Name Name
Title Title
Select Order Type for this Service Order If XS: Original Service Order Date The Service Fees and Billing amounts set forth above in this ClearGov Service Order include applicable taxes.
In accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov demonstrating Customer's exemption from such taxes.
Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the then current Annual Term.
This ClearGov Service Order inclusive of the terms and conditions set forth in the attached BCM Service Agreement which is hereby incorporated by this reference, shall become binding upon execution by both Parties. Customer’s signature below affirms its commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order. By signing, Customer also acknowledges that it has read and agrees to the terms and conditions, both of this ClearGov Service Order and the incorporated BCM Service Agreement. Both this ClearGov Service Order and the incorporated BCM Service Agreement shall supersede any prior oral or written understanding, including but not limited to, the terms and conditions set forth in the following URL:
http://www.ClearGov.com/termsand-conditions. In the event of any conflict between the terms set forth in this ClearGov Service Order and those in the attached BCM Service Agreement, the terms and conditions of this ClearGov Service Order shall prevail.
Mayor James A. Light Bryan A. Burdick
Mayor President
XS 10/5/23
DO NOT
Customer ClearGov, Inc.
Order type (ClearGov internal use only)
Please e-mail signed Service Order to [email protected] or Fax to (774) 759-3045 Statement of Work
This Statement of Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided through remote methods - email, phone, and web conferencing. - ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the Customer Admin User will be responsible for creating additional User accounts. - ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with other ClearGov resources, as necessary.
- ClearGov IM will provide a Kickoff Call scheduling link to the Customer’s Primary Contact. Customer should schedule Kickoff Call within two weeks after the Service Order has been executed.
- If Customer is subscribing to any products that require data onboarding:
- ClearGov IM will provide a Data Discovery Call scheduling link to the Customer’s Primary Contact. Customer should schedule Data Discovery Call based on the availability of Customer’s staff.
- ClearGov will provide Customer with financial data requirements and instructions, based on the ClearGov Service subscription(s). - ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload it to the ClearGov platform and complete an initial mapping of the data. - After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data Onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process. - ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference.
- ClearGov will make commercially reasonable efforts to complete the onboarding/activation process in a timely fashion, provided Customer submits financial data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable requirements may result in a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable Service Order.
- Customer's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order has been executed. If Customer needs to change the date/time of either of these calls, the Primary Contact will notify the ClearGov IM at least one business day in advance.
- If Customer is subscribing to any products that require data onboarding:
- Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the requirements provided by ClearGov.
- Customer's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all stakeholders with input on how data should be mapped should attend. Based on these calls and any subsequent internal review, Customer shall provide a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data mapping, once completed to Customer’s satisfaction.
- Customer will complete recommended on-demand training modules in advance of customized training & configuration workshops. - Customer shall be solely responsible for importing and/or inputting applicable text narrative, custom graphics, performance metrics, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc.
ClearGov Responsibilities
Customer Responsibilities
ClearGov, Inc. Service Agreement ver. 10.12.23 Page 1 of 6 ClearGov BCM Service Agreement
This ClearGov BCM Service Agreement (the “Agreement”) is made and entered into by and between ClearGov, Inc. (“ClearGov”), a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a “Party” and collectively the “Parties”).
This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer in connection herewith and incorporated herein (the “ClearGov Service Order(s)”). In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail.
WHEREAS ClearGov owns and operates the ClearGov Service, a Webbased SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and
WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s); NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows:
1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings:
1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer.
1.2) “ClearGov API” means an application programming interface that provides access to specified content and functionality within certain ClearGov Apps.
1.3) “ClearGov Apps” means collectively all of the Web
applications hosted by ClearGov and available via the
ClearGov Service, including but not limited to the applications listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App.
ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period.
1.4) “ClearGov Data” means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service.
1.5) “ClearGov Service” means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the
Documentation and the Software.
1.6) “ClearGov Web Site” means the Web site owned and
operated by ClearGov and made available at the following URL: http://www.ClearGov.com and/or any successor site(s).
1.7) “Customer PDF” means one or more PDF files of Customer’s digital documents created by Customer using the ClearGov Apps.
1.8) “Customer Data” means any data provided to ClearGov by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer, including Sensitive Data entered or provided by Customer. Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data.
1.9) “Customer State” means the state, commonwealth or territory in which the Customer is located.
1.10) “Customer Web Site” means any Web site owned and
operated by Customer.
1.11) "Documentation" means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise.
1.12) “Sensitive Data: means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage garnishments, individual healthcare-related expenses, data protected by HIPAA, etc.
1.13) "Software" means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service.
2) Service Usage & Licenses.
2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third-party, use of the Customer Account(s).
Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any
ClearGov, Inc. Service Agreement ver. 10.12.23 Page 2 of 6 activities performed by ClearGov as set forth herein.
Customer agrees to notify ClearGov immediately upon
learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access.
2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a
limited, revocable, non-exclusive, non-transferable, nondistributable, worldwide license to utilize the ClearGov Service for the following functionality:
a) Content Delivery. Customer may integrate, link and
publish applicable public-facing content from the
applicable ClearGov Apps within one or more Customer
Web Site(s);
b) Application Access. Customer may access the ClearGov Apps via Customer’s Account to utilize the functionality provided within such ClearGov Apps; and
3) Term and Termination.
3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in all applicable Service Order(s). The Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue in full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the “Term”).
3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows:
a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement
within fifteen (15) days after receipt of written notice thereof.
b) Either Party may terminate this Agreement if the other Party is involved in insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors.
3.3) Obligations. Upon expiration or termination of this Agreement:
a) Each Party shall promptly return to the other all of the Confidential Information of the other Party in its
possession or control;
b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Site(s) to any content provided by the ClearGov Apps, provided that Customer may continue to provide access to any
Customer PDF(s). Customer shall be solely responsible
for hosting and delivering such Customer PDF(s) as well as any ongoing costs for doing so; and
c) Any outstanding fees shall become due and payable
within 30 days of termination, and termination of this
Agreement shall not relieve Customer from its obligation to pay to ClearGov any such fees.
3.4) Survival. Sections 3.3, 3.4 and 4 through 8 inclusive shall survive any termination or expiration of this Agreement. 4) Fees and Billing.
4.1) Fees. Customer shall pay the Fees in accordance with the terms set forth in the applicable ClearGov Service Order.
4.2) Taxes. Customer is solely responsible for all applicable sales, use and other taxes and similar charges based on or arising from this Agreement or any ClearGov Service Order. In the event that Customer is exempt from sales tax, Customer will provide ClearGov with a tax-exempt certificate upon request. 5) Intellectual Property.
5.1) General. Both Parties may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any preexisting or future works, trademarks, copyrights or technologies
developed or created by either Party, including without limitation, their respective proprietary software used in connection with the development and provision of their
respective Web sites, databases, systems, products and/or services. Unless specifically agreed by the Parties in writing, all intellectual property, including without limitation information that could become the subject of a patent, copyright or trade secret, developed by a Party in the context of performing its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute documents confirming such ownership.
5.2) Data Ownership and License.
a) Customer represents and warrants that it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to ClearGov for
ClearGov’s use as contemplated by this Agreement.
Customer acknowledges that ClearGov shall have no
legal liability for its use and/or the display of the Customer ClearGov, Inc. Service Agreement ver. 10.12.23 Page 3 of 6 Data as contemplated by this Agreement.
b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly available element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive
Data into the ClearGov Service, Customer shall assume
full responsibility for the disclosure of such Sensitive Data.
ClearGov is under no obligation to review and/or verify whether or not Customer Data includes Sensitive Data.
c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited,
perpetual, irrevocable and royalty-free right to use, copy, modify, and display the Customer Data within any
ClearGov App(s) and for the sole purpose of providing
the ClearGov Service to Customer.
5.3) Proprietary Rights Notice. The ClearGov Service and all intellectual property rights in the ClearGov Service are, and shall remain, the property of ClearGov. All rights in and to the ClearGov Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by ClearGov without restriction, including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site,
Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service
available to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code,
underlying ideas, algorithms, file formats, program interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of
ClearGov; (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with
ClearGov other than in the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the ClearGov Service. If the use of the ClearGov Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the ClearGov Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
6) Representations, Warranties, Indemnification and Liability.
6.1) By ClearGov. ClearGov represents and warrants that: (i) the ClearGov Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulations; and (ii) by using the ClearGov Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to ClearGov’s knowledge, the ClearGov Service does not contain any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement.
6.2) By Customer. Customer represents and warrants that: (i) it has all right, title, and interest in and to the Customer Data necessary for its use in connection with the ClearGov Service; and (ii) it shall not use the ClearGov Service in a manner or in connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party.
6.3) By Both. ClearGov and Customer both represent and warrant that (i) each has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid and binding obligation, enforceable against each Party in accordance with its terms; and (iii) entering into this Agreement will not knowingly violate the Agreement or any laws, regulations or third-party contracts.
6.4) Indemnification by ClearGov. At ClearGov’s cost, ClearGov agrees to indemnify, hold harmless and defend Customer
against any cost, loss or expense (including attorney’s fees) resulting from any claims by third parties for loss, damage or injury (each, a “Claim”) arising out of or relating to (i) ClearGov’s breach of any term, condition, representation or warranty of this Agreement, (ii) ClearGov’s violation of any third party rights in connection with the ClearGov Service or (iii) ClearGov’s violations of applicable laws, rules or ClearGov, Inc. Service Agreement ver. 10.12.23 Page 4 of 6 regulations in connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required in the defense of any Claim. Customer reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the
settlement involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the written consent of Customer, such consent not to be
unreasonably withheld.
6.5) Limited Warranty. ClearGov warrants that the ClearGov Service will be delivered in a professional and workmanlike manner substantially in accordance with the statement of work set forth in the applicable ClearGov Service Order and that the ClearGov Service will operate in all material respects as described in its product descriptions and/or documentation.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN
THIS AGREEMENT, INCLUDING ANY APPLICABLE
CLEARGOV SERVICE ORDER, CLEARGOV MAKES NO
ADDITIONAL WARRANTY, EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT, GUARANTEES,
REPRESENTATIONS, PROMISES, STATEMENTS,
ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS.
6.6) Limitation of Liability. NEITHER CLEARGOV NOR
CUSTOMER WILL BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR
INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM
OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE,
STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY
STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR
OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THE
EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL
APPLY REGARDLESS OF THE FAILURE OF THE
EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING
SENTENCE. BOTH PARTIES’ TOTAL CUMULATIVE
LIABILITY TO THE OTHER PARTY FOR ANY LOSS OR
DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS
OR ACTIONS ARISING OUT OF OR RELATING TO THIS
AGREEMENT SHALL NOT EXCEED THE CUMULATIVE
FEES PAID BY CUSTOMER TO CLEARGOV IN THE
PRECEDING TWELVE (12) MONTHS. THE FOREGOING
SHALL NOT LIMIT A PARTY'S (A) PAYMENT
OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY
FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION
6.4; (C) LIABILITY FOR ANY BREACH OF ITS
CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7; (D)
LIABILITY FOR ANY BREACH OF ITS
REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS
UNDER SECTION 5.2; OR (E) LIABILITY FOR ITS
INFRINGEMENT OR MISAPPROPRIATION OF ANY
PROPRIETARY RIGHTS OF THE OTHER PARTY.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED
AS EXCLUDING OR LIMITING A PARTY’S LIABILITY FOR
FRAUD OR ITS LIABILITY FOR DEATH OR PERSONAL
INJURY ARISING FROM ITS NEGLIGENCE.
6.7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected in this Agreement.
7) Confidentiality.
7.1) Subject to any applicable open public records laws in the Customer State, each Party will keep the specific terms of this Agreement confidential, including the contents of the
schedules and exhibits, and not disclose any portion of them to any third party (other than to its attorneys, accountants, advisors and potential investors who are bound to keep such information confidential) without the other Party’s prior written consent, except as required by law, including but not limited to open public record laws.
7.2) In addition, in connection with the negotiation and performance of this Agreement, a Party (the “Receiving
Party”) may receive information from the other Party (the “Disclosing Party”) which is confidential or proprietary in nature, including without limitation information about a Party’s products, systems and services (“Confidential Information”).
The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereafter, it will keep the Confidential Information in strictest confidence and protect such Confidential Information by similar security measures as it takes to protect its own Confidential
Information of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The
Receiving Party also agrees that it will not use any
Confidential Information for any purpose other than in
connection with the performance of its obligations under this ClearGov, Inc. Service Agreement ver. 10.12.23 Page 5 of 6 Agreement.
7.3) The term “Confidential Information” shall not include information which A) is or becomes generally available to the public without breach of this Agreement, B) is in the
possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligations of confidentiality, D) is
independently developed by the Receiving Party, E) is
required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, including but not limited to open public record laws, F) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Client’s City Council; or G) disclosed as part of the Client’s customary contract approval process
7.4) The Parties recognize that the disclosure or use of a Disclosing Party’s Confidential Information by the Receiving Party in violation of the provisions of this Section 7 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.
8) Miscellaneous.
8.1) General. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be
reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to implement the intent of the Parties, and the remainder of this Agreement shall
continue in full force and effect. A waiver of any default is not a waiver of any subsequent default. The relationship between ClearGov and Customer is one of independent contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information
Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may not be exported to or used by embargoed countries or
individuals.
8.2) Entire Agreement. This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are intended to be the Parties’ complete, integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged
herein.
8.3) Assignment. Neither Party will assign this Agreement in whole or in part to any third party without the prior written consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidation or other corporate reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is otherwise fully bound by all of the obligations of the assigning Party under this Agreement.
8.4) Marketing Materials. Customer agrees that ClearGov may utilize Customer’s name solely to identify it as a ClearGov Customer on the ClearGov Web site, in client lists and other marketing materials. Any other uses of Customer’s name
and/or logo (other than as included in the content and/or other items furnished to ClearGov by Customer) shall require
Customer’s prior written consent.
8.5) Insurance. ClearGov shall maintain throughout the term of this Agreement, commercial general liability insurance, cybersecurity insurance, product liability insurance auto liability insurance, and Worker’s Compensation insurance (as required by California law) in amounts that are not less than those set forth in the attached certificate of insurance, which are consistent with industry standards.
8.6) No Boycott of Israel. ClearGov hereby certifies that ClearGov is not currently engaged in and shall not, for the duration of the Term of this Agreement, engage in a boycott of goods or services from the State of Israel; companies doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of the State of Israel; or persons or entities doing business in the State of Israel.
8.7) Jurisdiction. This Agreement shall be governed by the applicable laws in the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined exclusively by arbitration in the Customer State before a panel of three arbitrators. Such arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on an award, if any, may be entered in any court having
ClearGov, Inc. Service Agreement ver. 10.12.23 Page 6 of 6 jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The Parties acknowledge that this Agreement evidences a transaction involving interstate
commerce. Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted
pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
8.8) Force Majeure. If the performance of this Agreement or any obligations hereunder is prevented or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Party shall be excused from such performance during such occurrence.
8.9) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be in writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth in the applicable ClearGov Service Order. A Party may change the street or email address or fax number to which notice is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by verification from the courier company, the mail or confirmation of email receipt or fax confirmation.
8.10) Titles & Subtitles. The titles and subtitles in this Agreement are used for convenience only and are not to be considered in construing it.
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
1/15/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Arthur J. Gallagher Risk Management Services, LLC
115 Federal St
Boston MA 02210
License#: BR-1791411
CONTACT
NAME:
PHONE
(A/C, No, Ext): FAX 617-646-0400 (A/C, No):
E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Twin City Fire Insurance Company 29459
INSURED CLEAINC-12
Clear Gov Inc
2 Mill & Main Place Suite 630
Maynard MA 01754
INSURER B : Hartford Accident and Indemnity Company 22357 INSURER C : Hartford Fire Insurance Company 19682
INSURER D : Federal Insurance Company 20281
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: 105507717 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE
ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL
INSD SUBRWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 08SBAAA4458 1/1/2025 1/1/2026 EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000
POLICY PRO- JECT LOC
OTHER:
PRODUCTS - COMP/OP AGG $ 4,000,000
$
A AUTOMOBILE LIABILITY 08SBAAA4458 1/1/2025 1/1/2026 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 ANY AUTO BODILY INJURY (Per person) $
OWNED
AUTOS ONLY HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
BODILY INJURY (Per accident) $
X X PROPERTY DAMAGE (Per accident) $
$
A X UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-MADE
08SBAAA4458 1/1/2025 1/1/2026 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000
DED X RETENTION $ 10,000 $
B WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
N / A
08WECAW0KLB 1/1/2025 1/1/2026 X PER
STATUTE OTH- ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Cyber/Professional Liab 08 TE 0378622-25 1/1/2025 1/1/2026 limit 2,000,000 D
D
Directors & Officers
Fiduciary Liability
1,000,000
1,000,000
J06773333
J06779591
1/1/2025
1/8/2025
1/1/2026
1/1/2026
limit
limit
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Coverage: DATA BREACH - DEFENSE & LIABILITY | Policy# 08SBAAA4458 | Limit - $100,000
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03)
Evidnece of Coverage AUTHORIZED REPRESENTATIVE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
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and logo are
registered marks of
ACORD