1 SERVICES AGREEMENT
V050724
You agree that by placing an order through a NEOGOV standard ordering document such as an or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an Order Form for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design and, where applicable, its other
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). https://www.neogov.com/service-specifications and, as applicable, made a part of this Agreement. er
drafted, or incorporated by reference, into the Order Form.
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form
duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii)
prior and contemporaneous discussions, agreements or representations and warranties.
SaaS Subscription.
Subscription Grant -based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV . Subject to and conditioned on Customers and its Authorized Userscompliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form -commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users
1) Customer employees, agents, contractors, consultants who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You applicable terms and conditions of this Agreement.
Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this he Term for
the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule.
The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.
Customer Responsibilities.
EXHIBIT 1
2 a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement.Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription andprovision the Service to the Customer.b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.i) Invitations and Permissions. Customer is responsible for determining which personssolely in ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for theB) ensure that the transfer andprocessing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with anits obligationsunder the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) makeany of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyoneother than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell,license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in aservice bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to storeor transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violationof the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Servicesto store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses,worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services(including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f)attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverseengineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part,feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights ornotices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or(i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.4. Professional Servicesprofessional services purchased by Customer as detailed in anapplicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicablemilestones, dependencies, and other technical specifications or related information. Professional Services include training,set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to theterms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subjectto additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees,and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWsmust be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreementand documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in theevent of a conflict with the terms of the SOW.5. Payment Terms.a) Fees. Customer shall pay all Subscription, Onboarding and Set-Upas set forth in an Order Form within thirty (30) days of thedateUnlessexplicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid inU.S. dollars.Order Form. Unless explicitly providedotherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is notreceived by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per monthor the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 30 daysoverdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paidin full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an OrderForm, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number ofAuthorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form,NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providingCustomer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricingshall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment toNEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its AuthorizedUsers access or use the Services after the expiration of the previous Term.
3 b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement. 6. Term and Termination. a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 7. Audit Rightscompliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV. 8. Maintenance; Modifications; Support Services. a) Maintenance, Updates, UpgradesServices and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self-review of online -built, online training consists of a series of tutorials to introduce the standard by Customer Personnel conducting day-to-day activities.
4 c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implemenresponsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case. e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation. 9. NEOGOV Intellectual Property Rights. a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other onvey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered. b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to - 10. Data Processing and Privacy. a) Customer Datato Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services. NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data.
5 c) Data Processing Agreement. made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data. d) Data Responsibilities. i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes acloud infrastructure providers. ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Cuthorized Users or others of the Security Breach, Customer shall be responsible for such notification. f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOVs systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data. 11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term. 12. Nondisclosure.
6 a) Definition of Confidential Information or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein. c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity. 13. Representations, Warranties, and Disclaimers. a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating intellectual property rights; (2) Customer Dats does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services. d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED. e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE 7 INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available toCustomer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services.NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for suchor communications made by them. The Services do not providemedical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV orotherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitutemedical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medicalconditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FORANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATIONTHAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.14. Indemnification.a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV fromand against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging thatany Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection withor (iii) any claim or allegation by any third party resulting from or related3 of this Agreement.b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makesa claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customerdemnifythe Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or thesettlement agreed to by NEOGOV.i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a thirdnon-infringing orobtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV mayend the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole monthsthat would have remained, absent such early termination, following the effective date of such early termination.ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or ServiceSpecifications, or uses it outside the scope of use or if Customer uses a version of the Service or ServiceSpecifications which has been superseded, if the infringement claim could have been avoided by using an unalteredcurrent version of the Services or Service Specifications which was provided to Customer, or if the Customercontinues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customerto the extent that an infringement claim is based upon any information, design, specification, instruction, software,data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of aninfringement claim that is based upon the combination of Service or Service Specifications with any products oractions against any third party if the Services as delivered to Customer and used in accordance with the terms of theAgreement would not otherwise infringe any third-party intellectual property rights.iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims ordamages against NEOGOV.c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i)promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, atnse and/or settlement thereof; and (iii) allow the indemnifying party tocontrol the defense and/or settlement thereof prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability.The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of
8 its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party. 15. Limitations of Liability. a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. 16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity out-of-pocket costs associated with compliance with such request, including but not limited to reasonable 17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior written notice, which may be by direct notice or posting on the NEOGOV website. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service. 18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 9 Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customersForce Majeure.be liable for any damages, costs,expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event,impediment or occurrence beyond reasonable control, including, without limitation: (a) acts of God; (b) changesin or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d)transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action orusurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions orslowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed tobe that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or ajoint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges thatnothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such partywhether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each aServices.Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may beapplicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and SpecialConditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersedeall prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to suchsubject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede theterms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of termsshall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV OrderForm, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicableAddendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrumentsigned by the parties to be bound. If you are subscribing for the HRIS or PowerEngage Platform, you hereby specificallyagree to the terms of the applicable Addendum set forth on the NEOGOV Site.General.Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the stateof California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreementshall be instituted only in any state or federal court in , California.Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited oreliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment,acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, andlimitations of liability, and others which by their nature are intended to survive.Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed tohave been duly given either when personally delivered, one (1) business day following delivery by recognized overnightcourier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postageprepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in theOrder Form and (ii) NEOGOV at the address specified in the applicable Order Form.Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waiveany subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or morecounterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the sameinstrument.Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronicmail or by any other electronic means will have the same effect as physical delivery of the paper document bearing theoriginal signature.
Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services.This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument 10 Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attemptat assignment in violation of this Section shall be null and void.Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiringconstruction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Theexhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement tothe same extent as if they were set forth verbatim herein.Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customerpursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine softwaredevelopment and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have anyaccess to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's orCustomer's systems.
11 Exhibit AGovernment Customer AddendumGovernment of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, aor political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under theServices Agreement.Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has receivedsufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) for the first year of the term of any Order Form Firstand all such). If Customer issubject to federal, state or local law which makes CuServices Agreementcontingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure ofsuch Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of anyFuture Years under the Services Agreement at no additional cost and with no penalty by giving prior written noticedocumenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of suchtermination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed thatCustomer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of thisAgreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscaloperations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace theServices with functionally similar products or services for a period of one year after the termination of the ServicesAgreement.Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnifythird parties, Section 14(a) and the indemnification provision included in Section 1of the Services Agreement shall notapply to Customer, to the extent disallowed by applicable law.Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records,12 of theServices Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Sectionis not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation,the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosurerequirements in accordance with the applicable Open Records laws.Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i)federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and officesthereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority,or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges,universities, and vocational schherein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each NewEntity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV inaccordance with the terms of the contract established between the New Entity and NEOGOV. With respect to anypurchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer,representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable orresponsible for any order made by New Entities or any employee thereof under the agreement or for any payment requiredto be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any NewEntity to comply with procedures or requirements of applicable law or to obtain the due authorization and approvalnecessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV fromsoliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchasesServices under this Section hereby represents that is has the authority to use this Services Agreement for the purchaseand that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicableto the New Entity. 12 Exhibit BIntegration Terms Addendummay use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following shall apply to the extent that Customer utilizes a system integration between theServices and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.comthat Customer utilizes a system integration between the Services and an unaffiliated third-party serviceintegrated usingopen APIIntegration Services are not available for HRIS Servicesand this Exhibit B shall not apply to HRIS Services.1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in thisAgreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensablelicense during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Openresource related third application(s) that will interoperate withNEOGOV Services (collectively these uses shall be referred to as thethere are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.Customer may not use the API for any other purpose without our prior written consent. Customer may not share the APIwith any third party, must keep the API and all log-in information secure, and must use the API key as Customer solemeans of accessing the API.2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents,materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property,software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements andother modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title,and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain withtheir respective third-party rights holders subject to the terms and conditions of the applicable third-party licenseagreements. Customer has no right or license with respect to any third-party materials except as expressly licensed undersuch third-party license agreements.3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietarynotices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violatesany intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate theAPI with any software, technology, services, or materials not authorized by NEOGOV; design or permit CustomerApplication(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to endusers, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) toreplicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity orthe identity of Customer Application(s) when requesting authorization to use the API.4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications,and Customer third-with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards,and requirements that may be posted on https://api.neogov.com/connect/index.html and/orhttps://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or topromote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing inspyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited massdistribution of email (multi-level marketing proposals, hate materials, hacking, surveillance, interception, ordescrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolenproducts, and items used for theft, hazardous materials, or any illegal activities.5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOVreasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure ofperformance caused in wholeor in part bydelay in performing, or failure to perform, any of its obligationsunder this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising fromthe information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have noobligation to provide maintenance or support for issues arising from the inaction or action of Customer or third partiesof which are outside NEOGOV control.6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and accessthe Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth 13 in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, orany terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV mayupdate or modify the Open API from time to time and at our sole discretion and may require you to obtain and use themost recent version(s). You are required to make any such changes to Customer Applications that are required forintegration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how CustomerApplications communicate with the Services.8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests tobe made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right tothrottle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonableefforts to provide Customer notice and reasonable time to cure prior to taking such actions.9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENTWILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOSTPROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OFBUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANYKIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THEAGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES AREFORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOUMAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONEYEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.10.Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediatelyterminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or withoutnotice or cause. In addition, your Open API subscription will terminate immediately and automatically without anynotice if you violate any of the terms and conditions of this Agreement.
Year 1$27,386.25Year 2$31,988.25 $59,374.50Page 1 of 2
NEOGOV shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and damages to property (including computer equipment), theft, or other misuse of Cityproperty, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by NEOGOV, its agents, representatives, or employees. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1.Commercial General Liability (CGL): Insurance ACORD Form CG 00 01 covering CGL on an and completed operations, property damage, bodily injury andpersonal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 generalaggregate.2.Cyber Liability: Insurance, with limits not less than $2,000,000 per occurrence or claim and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as isundertaken by NEOGOV in this agreement and shall include, but not be limited to, claims involvingsecurity breach, system failure, data recovery, business interruption, cyber extortion, social engineering,infringement of intellectual property, including but not limited to infringement of copyright, trademark,trade dress, invasion of privacy violations, information theft, and release of private information. Thepolicy shall provide coverage for breach response costs, regulatory fines and penalties as well as creditmonitoring expenses.3.Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to theCons and$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as isundertaken by the NEOGOV in this agreement and shall include, but not be limited to, claims involvingbusiness interruption, damage to or destruction of electronic information, and alteration of electronicinformation. The policy shall provide coverage for NEOGOVand/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to,City in the care,custody, or control of NEOGOV.4. Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injuryor disease.If NEOGOV maintains broader coverage and/or higher limits than the minimums shown above for any line of coverage, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by NEOGOV. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to becovered as additional insureds, under NEOGOV AL and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the NEOGOV including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. NEOGOV of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by NEOGOV under this Agreement. 3. For any claims related to this contract, NEOGOVinsurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that NEOGOVgainst whom a claim is made or suit is 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), 20 Civic Center Plaza M-XX (Responsible Mail Box), Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by City. City may require NEOGOV to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to City. Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The retroactive date must be shown and must be before the date of the contract. 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, NEOGOV coverage for a minimum of three (3) years after completion of work.
Verification of Coverage NEOGOV shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive NEOGOVobligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors NEOGOV shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If NEOGOV, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. City, at its sole option, may terminate this Agreement at any time and obtain damages from NEOGOV resulting from said breach.