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HomeMy WebLinkAbout19- Professional Services Agreement - Governmentjobs.com dba NEOGOV - Insight Enterprise Edition Applicant Tracking Software °�Bozo V 9� •r��co.M�a PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this ,`day of ¢ , 201_, by and between the CITY OF BOZEMAN, MONTANA, a self-governing municipal corporation organized and existing under its Charter and the laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana, with a mailing address of PO Box 1230, Bozeman, MT 59771, hereinafter referred to as "City," and, Govermentjobs.com Inc. DBA NEOGOV, 300 Continental BLVD. Suite 565, El Segundo, CA 90245, hereinafter referred to as "Contractor." In consideration of the mutual covenants and agreements herein contained, the receipt and sufficiency whereof being hereby acknowledged, the parties hereto agree as follows: 1. Purpose: City agrees to enter this Agreement with Contractor to perform for City services described in the NEOGOV Order Form attached hereto as Exhibit A and by this reference made a part hereof. 2. Scope of Services: Contractor will perform the work and provide the services in accordance with the requirements of Exhibit A. For conflicts between this Agreement and the NEOGOV Order Form attached hereto as Exhibit A, unless specifically provided otherwise, the Agreement governs. 3. Payment: City agrees to pay Contractor $2,500 as a non-recurring fee and $13,114 as an initial annual recurring fee. Any alteration or deviation from the described services that involves additional costs above the Agreement amount will be performed by Contractor after written request by the City, and will become an additional charge over and above the amount listed in the Scope of Services. The City must agree in writing upon any additional charges. 4. Contractor's Representations: To induce City to enter into this Agreement, Contractor makes the following representations: a. Contractor has familiarized itself with the nature and extent of this Agreement, the Scope of Services, and with all local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect cost,progress or performance of the Scope of Services. b. Contractor represents and warrants to City that it has the experience and ability to perform the services required by this Agreement; that it will perform said services in a professional, Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 1 of 9 competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party,whether rights of copyright,trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. 5. Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City's personnel policies handbook and may not be considered a City employee for workers' compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers' Compensation Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers' compensation coverage for all members and employees of Contractor's business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers' compensation coverage by an insurer licensed and authorized to provide workers' compensation insurance in the State of Montana; or (2) proof of exemption from workers' compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. 6. Indemnity/Insurance: For other than professional services rendered, to the fullest extent permitted by law, Contractor agrees to release, defend, indemnify, and hold harmless the City, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the City) from and against any and all claims, demands, actions, fees and costs (including attorney's fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 2 of 9 or the negligence of any party or parties that may be asserted against, recovered from or suffered by the City occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the Contractor; or (ii) any negligent, reckless, or intentional misconduct of any of the Contractor's agents. For the professional services rendered, to the fullest extent permitted by law, Contractor agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees,to the extent caused by the negligence or willful misconduct of the Contractor or Contractor's agents or employees. Such obligations shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the indemnitee(s) which would otherwise exist as to such indemnitee(s). Contractor's indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by City. Should any indemnitee described herein be required to bring an action against the Contractor to assert its right to defense or indemnification under this Agreement or under the Contractor's applicable insurance policies required below the indemnitee shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the Contractor was obligated to defend the claim(s) or was obligated to indemnify the indemnitee for a claim(s) or any portion(s)thereof. In the event of an action filed against City resulting from the City's performance under this Agreement,the City may elect to represent itself and incur all costs and expenses of suit. These obligations shall survive termination of this Agreement and the services performed hereunder. In addition to and independent from the above,Contractor shall at Contractor's expense secure insurance coverage through an insurance company or companies duly licensed and authorized to conduct insurance business in Montana which insures the liabilities and obligations specifically assumed by the Contractor in this Section. The insurance coverage shall not contain any exclusion for liabilities specifically assumed by the Contractor in subsection(a) of this Section. The insurance shall cover and apply to all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed against, recovered from, or suffered by the City without Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 3 of 9 limit and without regard to the cause therefore and which is acceptable to the City and Contractor shall furnish to the City an accompanying certificate of insurance and accompanying endorsements in amounts not less than as follows: • Workers' Compensation—statutory; • Employers' Liability- $1,000,000 per occurrence; $2,000,000 annual aggregate; • Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate; • Automobile Liability - $1,000,000 property damage/bodily injury per accident; and • Professional Liability - $1,000,000 per claim; $2,000,000 annual aggregate. The above amounts shall be exclusive of defense costs. The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional or named insured on a primary non- contributory basis on both the Commercial General and Automobile Liability policies. The insurance and required endorsements must be in a form suitable to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. Contractor shall notify City within two (2) business days of Contractor's receipt of notice that any required insurance coverage will be terminated or Contractor's decision to terminate any required insurance coverage for any reason. The City must approve all insurance coverage and endorsements prior to the Contractor commencing work. 7. Termination for Contractor's Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor's right to proceed with all or any part of the work ("Termination Notice Due to Contractor's Fault"). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. C. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 4 of 9 d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 8. Limitation on Contractor's Damages; Time for Asserting Claim: a. In the event of a claim for damages by Contractor under this Agreement, Contractor's damages shall be limited to contract damages and Contractor hereby expressly waives any right to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature or kind. b. In the event Contractor wants to assert a claim for damages of any kind or nature, Contractor shall provide City with written notice of its claim, the facts and circumstances surrounding and giving rise to the claim, and the total amount of damages sought by the claim, within thirty (30) days of the facts and circumstances giving rise to the claim. In the event Contractor fails to provide such notice, Contractor shall waive all rights to assert such claim. 10. Representatives: a. City's Representative: The City's Representative for the purpose of this Agreement shall be James Henderson, HR Director, or such other individual as City shall designate in writing. Whenever approval or authorization from or communication or submission to City is required by this Agreement, such communication or submission shall be directed to the City's Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when City's Representative is not available, Contractor may direct its communication or submission to other designated City personnel or agents as listed above and may receive approvals or authorization from such persons. b. Contractor's Representative: The Contractor's Representative for the purpose of this Agreement shall be John Closs or such other individual as Contractor shall designate in writing. Whenever direction to or communication with Contractor is required by this Agreement, such direction or communication shall be directed to Contractor's Representative; provided, however, that in exigent circumstances when Contractor's Representative is not available, City may direct its direction or communication to other designated Contractor personnel or agents. Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 5 of 9 11. Permits: Contractor shall provide all notices, comply with all applicable laws, ordinances,rules,and regulations, obtain all necessary permits, licenses, including a City of Bozeman business license, and inspections from applicable governmental authorities, and pay all fees and charges in connection therewith. 12. Laws and Regulations: Contractor shall comply fully with all applicable state and federal laws, regulations, and municipal ordinances including, but not limited to, all workers' compensation laws, all environmental laws including, but not limited to,the generation and disposal of hazardous waste, the Occupational Safety and Health Act (OSHA), the safety rules, codes, and provisions of the Montana Safety Act in Title 50, Chapter 71, MCA, all applicable City, County, and State building and electrical codes, the Americans with Disabilities Act, and all non-discrimination, affirmative action, and utilization of minority and small business statutes and regulations. 13. Nondiscrimination: The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the basis of merit and qualifications. The Contractor will have a policy to provide equal employment opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and contracts. The Contractor will not refuse employment to a person,bar a person from employment,or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color,religion, creed,political ideas, sex,age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. The Contractor shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. The Contractor shall require these nondiscrimination terms of its subcontractors providing services under this agreement. 14. Intoxicants;DOT Drug and Alcohol Regulations/Safety and Training: Contractor shall not permit or suffer the introduction or use of any intoxicants, including alcohol or illegal drugs, by any employee or agent engaged in services to the City under this Agreement while on City property or in the performance of any activities under this Agreement. Contractor acknowledges it is aware of and shall comply with its responsibilities and obligations under the U.S.Department of Transportation (DOT)regulations governing anti-drug and alcohol misuse prevention plans and related testing. City shall have the right to request proof of such compliance and Contractor shall be obligated to furnish such proof. The Contractor shall be responsible for instructing and training the Contractor's employees and agents in proper and specified work methods and procedures. The Contractor shall provide continuous inspection and supervision of the work performed. The Contractor is responsible for Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 6 of 9 instructing his employees and agents in safe work practices. 15. Modification and Assignability: This Agreement may not be enlarged, modified or altered except by written agreement signed by both parties hereto. The Contractor may not subcontract or assign Contractor's rights, including the right to compensation or duties arising hereunder,without the prior written consent of City. Any subcontractor or assignee will be bound by all of the terms and conditions of this Agreement. 16. Reports/Accountability/Public Information: Contractor agrees to develop and/or provide documentation as requested by the City demonstrating Contractor's compliance with the requirements of this Agreement. Contractor shall allow the City, its auditors, and other persons authorized by the City to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to Contractor pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The Contractor shall not issue any statements, releases or information for public dissemination without prior approval of the City. 17. Non-Waiver: A waiver by either party any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party's right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 18. Attorney's Fees and Costs: In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 19. Taxes: Contractor is obligated to pay all taxes of any kind or nature and make all appropriate employee withholdings. 20. Dispute Resolution: a. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties,the parties may invite an independent,disinterested mediator to assist in the negotiated settlement discussions. b. If the parties are unable to resolve the dispute within thirty(30) days from the Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 7 of 9 date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 21. Survival: Contractor's indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 22. Headings: The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 23. Severability: If any portion of this Agreement is held to be void or unenforceable,the balance thereof shall continue in effect. 24. Applicable Law: The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 25. Binding Effect: This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 26. No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 27. Counterparts: This Agreement may be executed in counterparts, which together constitute one instrument. 28. Integration: This Agreement and Exhibit A (the NEOGOV Order Form and Online Services Agreement incorporated therein) constitute the entire agreement of the parties. Covenants or representations not contained therein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. **** END OF AGREEMENT EXCEPT FOR SIGNATURES **** Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 8 of 9 IN WITNESS WHEREOF,the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA NEOGOV CONTRACTO By By Andrea Surratt, City anager _ Print Name: Jok? G�oSS Print Title: Gol9/?"er, APPROVED AS TO FORM: By_ Greg Sullivan, Bozeman City Attorney Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription Page 9 of 9 EXHIBIT A NEOGOV SERVICES ORDER FORM Professional Services Agreement for NEOGOV,Insight Enterprise Edition Subscription NEOGOV TM NEOGOV SERVICES AGREEMENT You agree that by placing an order through a NEOGOV standard ordering document(the"Order"or "Ordering Document")you agree to follow and be bound by the terms and conditions set forth herein."Governmentjobs.com","NEOGOV","we",and"our" means Governmentjobs.com, Inc.(dba"NEOGOV") and,where applicable, its affiliates; "Customer","you", `dour"means the Governmentjobs.com client,customer,or subscriber identified in the Ordering Document. If you are placing such an Order on behalf of a legal entity,you represent that you have the authority to bind such entity to the terms and conditions of the Ordering Document and these terms and,in such event,"you"and"your"as used in these agreement terms shall refer to such entity."Agreement"shall be used to collectively refer to this NEOGOV Services Agreement(the"Services Agreement"),documents incorporated herein including the applicable Ordering Document and Schedule(s),and Special Conditions (if any). 1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with, and/or access its SaaS Applications,Integrations,and Professional Services(each defined below)included or ordered by Customer in the applicable Ordering Document(collectively referred to as the"Services").Customer hereby acknowledges and agrees that NEOGOV's provision and performance of, and Customer's access to,the Services is dependent and conditioned upon Customer's full performance of its duties,obligations and responsibilities hereunder.This Agreement entered into as of the date of your signature on an applicable Ordering Document(the"Effective Date").The Agreement supersedes any prior and contemporaneous discussions,agreements or representations and warranties. 2. SaaS Subscription Grant. a) SaaS Subscription."SaaS Applications"means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order and subsequently made available by NEOGOV to customer,and associated components as described in the Service Specifications made available to Customer by NEOGOV in connection with the provision of SaaS Applications.Subject to and conditioned on Customer's and its Authorized Users'compliance with the terms and conditions of this Agreement,NEOGOV hereby grants to Customer a limited,non-exclusive,non-transferable,and non- sublicensable right to (a) access and use, and to permit Authorized Users to access and use, the SaaS Applications specified in the Order solely for Customer's internal purposes;(b)generate,print,and download Customer Data as may result from any access to or use of the SaaS Applications;and(c)train Authorized Users in uses of the SaaS Applications permitted hereunder(these rights shall collectively be referred to as the"SaaS Subscription")."Authorized Users"means (i)Customer employees and(ii)Customer agents,contractors,consultants,and their respective employees,all of which are pre-approved by NEOGOV. b) Delivery and Subscription Term.NEOGOV delivers each SaaS Application by providing Customer with online access. When you access NEOGOV SaaS Applications,you are accepting it for use in accordance with this Agreement.Unless otherwise specified in an applicable Ordering Document,SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve(12)consecutive months,unless terminated earlier in accordance with this Agreement(the "Initial Term").Thereafter,SaaS Subscriptions shall automatically renew for successive twelve(12)month terms(each a"Renewal Term"and together with the Initial Term,collectively,the"Term")unless a party delivers to the other party, at least thirty(30)days prior to the expiration of the Initial Term or the applicable Renewal Term,written notice of such parry's intention to not renew this Agreement,or unless terminated earlier in accordance with this Agreement.NEOGOV shall provide Customer access to the SaaS Applications within a reasonable time following the Effective Date unless otherwise agreed. c) Content License. Should Customer purchase access to SaaS Applications containing audio-visual content("Licensed Content'),NEOGOV grants to Customer a non-exclusive,non-transferable,and non-sublicensable license,during the applicable Term,for Authorized Users to access and view the Licensed Content within the SaaS Application.Customer shall not permit the Licensed Content to be,or appear to be,reproduced,performed,displayed,or distributed on,as part of or in connection with any website or other online area other than the SaaS Application.Customer shall not edit,alter, modify,combine with other content,or create any derivative works of the Licensed Content. d) Program Documentation.Program Documentation shall mean all user guides,training,and 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. e) Prohibited Access.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. NSA-050119-Published May 1,2019 1 NEOGOV I'M 3. Professional Services. "Professional Services" shall mean professional consulting services purchased by Customer in an applicable Ordering Document or NEOGOV Scope of Work(SOW) relating to assistance, training, deployment, usage, customizations, accessory data processing, and best practices of and concerning the SaaS Applications. NEOGOV shall provide the Professional Services purchased in the applicable Order Form or SOW,as the case may be.Professional Services may be ordered by Customer pursuant to a SOW and Service Specifications describing the work to be performed,fees,and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWS must be signed by both parties before NEOGOV shall commence work.If the parties do not execute a separate Statement of Work,the Services shall be provided as stated on the Order Form and this Agreement and documents incorporated herein shall control. 4. Segmentation.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. 5. Payment Terms.Unless otherwise stated in an Ordering Document,Customer shall pay all Subscription fees("Subscription Fees") and Professional Service fees ("Professional Service Fees", collectively the "Fees") within thirty (30) days of Customer's receipt ofNEOGOV's invoice.Fees shall be invoiced annually in advance and in a single invoice for each Term. Invoices shall be delivered to the stated"Bill To"party on the Ordering Document.Unless explicitly provided otherwise,once placed the Ordering Document is non-cancellable and sums paid nonrefundable. Subscription Fees are based upon the Customer's employee count and the amount of Customer Data NEOGOV maintains in its systems for Customer.Customer shall not exceed the employee amount its Subscription Fees are based off of unless applicable supplemental Subscription Fees are paid. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule.If Customer issues a purchase order,then it shall be for the full amount set forth in the applicable NEOGOV invoice or Ordering Document.Failure to provide NEOGOV with a corresponding purchase order shall not relieve Customer of its payment obligations. Except as otherwise specifically stated in the Ordering Document, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by giving Customer at least thirty(30)day notice prior to commencement of a Renewal Term. 6. Term and Termination. a) Term. Unless otherwise specified in an applicable Ordering Document,this Agreement shall commence on the Effective Date.This Agreement shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services or other services detailed in a SOW,unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause. 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-breaching party's written specification of the breach.NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer's use of the Services provided hereunder become illegal or contrary to any applicable law,rule,regulation,or public policy. c) Effect of Termination. 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, after expiration or termination of this Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 7. Service Specifications. "Service Specifications"means the following documents, as applicable to the Services under your Order: Program Documentation, Service Schedules, Terms of Use, Security Statements, Retention, Cookie, and Privacy Policies.The Service Specifications describe and govern the Services.Online Service Specifications may be made available at hMs://www.neogov.com/service-specifications or provided upon Customer request.All applicable Service Specifications are incorporated into this Agreement. Excluding Service Schedules,NEOGOV may update the Service Specifications to reflect changes in,among other things,laws,regulations,rules,technology,industry practices,patterns of system use,Updates and Upgrades,and availability of third-party services. 8. Maintenance,Modifications and Support Services. a) Maintenance.NEOGOV maintains NEOGOV's hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation, software delivery, NEOGOV database security, and integrity of Customer Data stored in the NEOGOV database.Preventive system maintenance is conducted by NEOGOV from time NSA-v050119-Published May 1,2019 2 NEOGOV IM to time and is addressed in a variety of methods including scalable architecture and infrastructure, log checking, performance maintenance,and other preventative tasks. b) Modifications,Updates,and Upgrades. NEOGOV may in its sole discretion,periodically modify,Update,and Upgrade the features,components,and functionality of the Services during the Term. "Update"means any update,bug fix,patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module,excluding Upgrades.Updates are automatic and available upon Customer's next login to the Services following an Update at no additional cost to Customer. "Upgrade"means any update of the Services or underlying NEOGOV software such 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 modifications to Customer's hardware, systems or other software which may be necessary to use or access the Services due to a modification,Update,or Upgrade of the Services. c) Training Materials.Primary training of NEOGOV Services is conducted by self-review of online materials.NEOGOV's pre-built,online training consists of a series of tutorials to introduce the standard features and functions(the"Training Materials"). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities. d) Implementation.For Services requiring implementation,NEOGOV implementation supplements the Training Materials and is conducted off-site,unless otherwise agreed in the Ordering Document. NEOGOV personnel will provide dedicated consultation on best practices for setting up the Services,answer Customer questions during the implementation period, and ensure Personnel grasp the system. e) Support.Phone support for the Services is available to Customer between the hours of 6:OOAM and 6:OOPM,Pacific Time,Monday through Friday,excluding NEOGOV holidays. Online support for the Services is available 24 hours a day,seven days a week.The length of time for a resolution of any problem is fully dependent on the type of case(i.e., High/Medium/Low priority,question,enhancement request). f) Limitations.Unless otherwise specified in the Ordering Document,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.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 distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the "NEOGOV Intellectual Property"). This Agreement does not convey 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. 10. Data Processing and Privacy. a) Customer Data. "Customer Data"shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV's provision of Services to Customer, including Personnel or Job Seeker Profile 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 of the term "Customer Data". Customer exclusively own 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. b) Platform Data. "Platform Data" shall mean any data reflecting the access or use of the Services by or on behalf of Customer or any Authorized User,including any end user visit,session,impression,clickthrough or click stream data, non-personal Usage Data,Account,Log,Device,Publication,Tracking,and Transaction Data as defined in NEOGOV's Privacy Policy,and any statistical 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.NEOGOV grants to Customer a limited,non-perpetual,non-exclusive,non-transferable,and non-sublicensable license during the Term to use and access, NSA-050119-Published May 1,2019 3 NEOGOV IM and to permit Authorized Users to use and access,Platform Data of which NEOGOV makes available through the SaaS Applications solely for Customer's internal purposes. c) Privacy. NEOGOV shall process all data in accord with the NEOGOV Privacy Policy available at https://www.neogov.com/privacy-policy. The defined terms in the NEOGOV Privacy Policy shall have the same meaning in this Agreement unless otherwise specified herein. d) Data Responsibilities.NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services.Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (i)the accuracy and completeness of all information input, submitted, or uploaded to the Services, (ii) 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 (iii) the collection, use, modification, alteration, extraction, retention, copying, storage, security, disclosure, transfer, disposal, and other processing of any Customer Data inside and outside the Services(including any personally identifiable information),and (iv)Customer database(s).NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. NEOGOV recommends Customer backup their Customer Data outside the Services if necessary. Unless vital to provide the Services or otherwise mutually agreed in writing, Customer shall not maintain any health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. e) Service Usage.NEOGOV may set forth Fees for designated levels of usage and data storage within each SaaS Application (each a"Storage Quota"),beginning with the Fees payable by Customer for the levels of usage and data storage in effect as of the Effective Date.NEOGOV will use commercially reasonable efforts to notify Customer in writing if Customer has reached 80 percent of its then current Storage Quota and Customer may increase its Storage Quota and corresponding Fee obligations in accordance with NEOGOV's then current usage price tiers.Customer acknowledges that exceeding its then-current Service Allocation may result in service degradation for Customer and other NEOGOV customers and agrees that(i)NEOGOV has no obligation to permit Customer to exceed its then-current Storage Quota and(ii)Customer is not entitled to any Service Level Credit for periods during which Customer exceeds its then-current Storage Quota, regardless of whether the Services fail to meet any availability requirement during such period. f) External Breach.In the event of a security breach,as defined by applicable law,by anyone other than your employee, contractor,or agent,upon discovery of such breach,NEOGOV will:(a)initiate remedial actions that are in compliance with applicable law and consistent with industry standards;and(b)notify you of the security breach,its nature and scope, and the remedial actions NEOGOV will undertake as determined solely by NEOGOV. g) Internal Breach. In the event of a security breach, as defined by applicable law, by your Personnel, Authorized, or unauthorized user,contractor or agent,you shall have sole responsibility for initiating remedial actions and you shall notify NEOGOV immediately of the breach and steps you will take to remedy the breach. 11. Nondisclosure.Through exercise of each parry's rights under this Agreement,each party may be exposed to the other party's technical, financial, business, marketing, planning, and other information and data in written, oral, electronic, magnetic, photographic, and/or other forms, including,but not limited to (a)oral and written communications of one party with the officers and staff of the other party which are marked or identified as confidential or secret or similarly marked or identified, (b)other communications which a reasonable person would recognize from the surrounding facts and circumstances to be confidential or secret,and(c)trade secrets(collectively,"Confidential Information").In recognition of the other parry's need to protect its legitimate business interests,each party hereby covenants and agrees that it shall regard and treat each item of information or data constituting Confidential Information of the other party as strictly confidential and wholly owned by such other party and that it will not, (x)without the express prior written consent of the other party, (y)except as permitted or authorized herein or,(z)except as required by law including the Public Records Act of the Customer's State, redistribute, market,publish,disclose,or divulge to any other person,firm or entity,or use or modify for use,directly or indirectly in any way for any person or entity:(i)any of the other parry's Confidential Information during the Term and for a period of three (3)years thereafter or,if later,from the last date Services(including any warranty work)are performed by the disclosing party hereunder;and(ii)any of the other parry's trade secrets at any time during which such information shall constitute a trade secret under applicable law. In association with NEOGOV's concern for the protection of trade secrets, Confidential Information,and fair market competition,Customer acknowledges all photos,"screen captures",videos,or related media of NEOGOV products, pages, and related documentation shall be approved by NEOGOV prior to any publicly accessible disclosure of such media. 12. Representations,Warranties,and Disclaimers. a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a manner consistent with industry standards reasonably applicable to the performance thereof. NSA-v050119-Published May 1,2019 4 NEOGOV TM b) No Other Warranty.EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES ARE PROVIDED ON AN"AS IS"BASIS,AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK.NEOGOV DOES NOT MAKE,AND 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. c) 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 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 PARTIES CAN IMPAIR OR DISRUPT CUSTOMER'S CONNECTIONS TO THE INTERNET (OR PORTIONS 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. d) Configurable Services.The Services can be used in ways that do not comply with applicable laws and it is Customer's sole responsibility to monitor the use of the Services to ensure that such use complies with and is in accordance with applicable law.In no event shall NEOGOV be responsible or liable for Customer failure to comply with applicable law in connection with your use of the Services.NEOGOV is not responsible for any harm caused by users who were not authorized to have access to the Services but who were able to gain access because usemames,passwords,or accounts were not terminated on a timely basis by Customer. e) Services Do Not Constitute Advice or Credit Reporting.NEOGOV does not provide its customers with legal advice regarding compliance,data privacy,or other relevant applicable laws in the jurisdictions in which you use the Services. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES PROVIDED HEREUNDER ARE NOT INTENDED TO BE AND WILL NOT BE RELIED UPON BY YOU AS EITHER LEGAL,FINANCIAL,INSURANCE,OR TAX ADVICE.TO THE EXTENT YOU REQUIRE ANY SUCH ADVICE,YOU REPRESENT THAT YOU WILL SEEK SUCH ADVICE FROM QUALIFIED LEGAL, FINANCIAL, INSURANCE, ACCOUNTING, OR OTHER PROFESSIONALS. YOU SHOULD REVIEW APPLICABLE LAW IN ALL JURISDICTIONS WHERE YOU OPERATE AND HAVE EMPLOYEES AND CONSULT EXPERIENCED COUNSEL FOR LEGAL ADVICE.YOU ACKNOWLEDGE THAT NEOGOV IS NOT A "CONSUMER REPORTING AGENCY" AS THAT TERM IS DEFINED IN THE FAIR CREDIT REPORTING ACT AS AMENDED. f) No Control of HR Practices.You acknowledge that NEOGOV exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment,promotion,termination,or compensation of any Personnel or Authorized User of the Service.You further agree and acknowledge that NEOGOV does not have a direct relationship with your employees and that you are responsible for all contact,questions,Customer Data updates and collection,with your employees.In addition,you are responsible for the privacy(including your own privacy policies governing your processing of Customer Data), collection, use, retention and processing of your Customer Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all applicable laws. NEOGOV hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees,contractors or agents. g) Customer Compliance. Customer shall be responsible for ensuring that Customer's use of the Services and the performance of Customer's other obligations hereunder comply with all applicable rules,regulations,laws,codes,and ordinances. Customer is responsible for Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services equipment and facilities required to access the Services. Customer shall be responsible for procuring all licenses of third-party software necessary for Customer's use of the Services.Customer is responsible and liable for all uses of the Services,directly or indirectly,whether such access or use is permitted by or in violation of this Agreement.All users of the Services are obligated to abide by the Terms of Use available at httns://www.neoizov.com/terms-of-use. Customer shall take reasonable efforts to make all users,whether Authorized or unauthorized,aware of this Agreement's provisions as applicable to such user's use of the Services and shall cause users to comply with such provisions. 13. Indemnification. NSA-050119-Published May 1,2019 5 NEOGOV Im a) Indemnity.Subject to subsections(b)through(d)of this Section,if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party's intellectual property rights,NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV,if Customer does the following: i. Notifies NEOGOV promptly in writing,not later than thirty(30)days after Customer receives notice of the claim (or sooner if required by applicable law); ii. Gives NEOGOV sole control of the defense and any settlement negotiations;and iii. Gives NEOGOV the information,authority,and assistance NEOGOV needs to defend against or settle the claim. b) Alternative Resolution.If NEOGOV believes or it is determined that any of the Services may have violated a third party's intellectual property rights,NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use.If these alternatives are not commercially reasonable,NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination,following the effective date of such early termination. c) No Duty to Indemnify.NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded,if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer,or if the Customer continues to use the infringing material after the subscription expires.NEOGOV will not indemnify the Customer to 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 an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV.NEOGOV will not indemnify Customer for infringement caused by Customer's actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights.NEOGOV will not indemnify Customer for any intellectual property infringement claim(s)known to Customer at the time subscription rights are obtained. d) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV. 14. Limitations of Liability. a) Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CUSTOMER'S USE OR, OR INABILITY TO USE, THE SERVICES, UNDER ANY CIRCUMSTANCE, CAUSE OF ACTION OR THEORY OF LIABILITY,OR DUE TO ANY EVENT WHATSOEVER,FOR ANY CONSEQUENTIAL,INDIRECT, INCIDENTAL,SPECIAL,OR EXEMPLARY DAMAGES OF ANY KIND,INCLUDING,WITHOUT LIMITATION, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, LOSS OF USE, LOSS OF GOODWILL OR BUSINESS STOPPAGE, EVEN IF A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. b) Limitation.WITHOUT LIMITATION OF THE PREVIOUS SECTION,EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, CUSTOMER'S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHTS, THE TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER DURING THE RELEVANT YEAR OF THIS AGREEMENT DURING WHICH THE CAUSE OF ACTION AROSE.THE FOREGOING LIMITATION OF LIABILITY IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIIVIIT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN)THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO I NSA-050119-Published May 1,2019 NEOGOV TM ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. c) Independent Allocations of Risk.Each provision of this Agreement that provides for a limitation of liability,disclaimer of warranties,or exclusion of damages represents an agreed allocation of the risks of this Agreement between the Parties. This allocation is reflected in the pricing offered by NEOGOV to Customer.Each of these provisions is severable and independent of all other provisions of this Agreement. 15. Trial and Beta Services; Integrations. To the extent Customer utilizes Trial, Beta, or NEOGOV Integration Services, the Schedules relevant to such Services found at https://www.neogov.com/service-specifications are incorporated herein and shall supplement the Services Agreement. 16. E-Signatures. a) E-Signature Provisioning&Consent.NEOGOV E-Forms and other electronically signed services("E-Signatures")are provided by NEOGOV for two counterparties(generally a government employer(the"sending party")subscribing to NEOGOV Services and Personnel or Job Seekers)to electronically sign documents.If you use E-Signatures offered by NEOGOV,you agree to the statements set forth in this Section.Whenever you sign a document using E-Signatures you affirmatively consent to using electronic signatures via the E-Signatures and consent to conducting electronic business transactions. You also confirm that you are able to access the E-Signatures and the document you are signing electronically. When using E-Signatures for a document, your consent applies only to the matter(s) covered by that particular document. b) Right to Opt-Out of E-Signatures.You are not required to use E-Signatures or accept electronic documents provided thereby.Personnel and Job Seekers can choose to not use E-Signatures and may sign the document manually instead by notifying the sending party they are choosing to do so and by obtaining a non-electronic copy of the document.NEOOGV assumes no responsibility for providing non-electronic documents. In the event a non-sending party elects to sign the document manually,do not use E-Signatures to sign the document. c) Electronic Download.If you have signed a document electronically using E-Signatures and transmitted it back to the sending party,NEOGOV provides the opportunity to download and print a paper copy of the document at no charge.If you later withdrawn your consent to using E-Signatures,please notify the sending party and stop using E-Signatures. Note that the decision to stop using E-Signatures after you have already used it does not change the legality of the documents you have previously signed using an electronic signature. d) E-Signature Validity.PLEASE NOTE THAT NEOGOV'S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. NEOGOV HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH E-SIGNATURE'S ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA,ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION.YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING NEOGOV'S E-SIGNATURE'S. 17. Relay of Content. NEOGOV relays content including, but not limited to, resumes, cover letters, applications, messages, questionnaire answers,responses,offer letters,and other materials.You acknowledge that you are asking NEOGOV to send this content on your behalf.We process,monitor,review,store, and analyze such content for data analysis,quality control, enforcement of the Terms of Use,security,content moderation,and to improve the SaaS Applications.As a result,or due to technical malfunction,in certain circumstances such content may be delayed or may not be delivered to the intended recipient. NEOGOV may notify you in such an event. 18. Text Message Communications.NEOGOV may offer Job Seekers and 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.NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY NSA-050119-Published May 1,2019 7 NEOGOV Im KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (i) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (ii) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES;AND(iii)ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS,OR SETTINGS CONNECTED WITH THE SERVICES. 19. 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 taxes imposed or based on NEOGOV's net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption with ten(10)days of NEOGOV's request therefor. 20. Cooperative Agreement.As permitted by law,it is understood and agreed by Customer and NEOGOV that any government entity other than Customer(the"New Entity")may purchase the services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV,be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV.With respect to any purchases 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 or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order;and(iii)shall not be obliged,liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement.Termination of this Agreement shall in no way limit NEOGOV from soliciting,entering into,or continuing a contractual relationship with any New Entity. 21. Publicity.Each party hereto may advertise,disclose,and publish its relationship with the other party under this Agreement. 22. Authority.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. 23. Force Majeure.NEOGOV shall not be liable for any damages,costs,expenses or other consequences incurred by Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances or events beyond NEOGOV's reasonable control,including,without limitation: (a)acts of God;(b)changes in 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,military action or usurped power;or(h)actions or failures to act on the part of a governmental authority. 24. Assignment.Customer may not assign this Agreement without the express written approval of NEOGOV and any attempt at assignment in violation of this Section shall be null and void. 25. Entire Agreement; Amendment. This Services Agreement and documents incorporated herein (including all Service Specifications and Schedules), the applicable Ordering Document, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter."Special Conditions"means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference,into the Ordering Document.Any Customer proposal for additional or different terms,or Customer attempt to vary in any degree any of the terms of this Agreement is hereby objected to and rejected but such proposal shall not operate as a rejection of this Service Agreement and Ordering Document unless such variances are in the terms of the description,quantity,or price but shall be deemed a material alteration thereof,and this Service Agreement and the applicable Ordering Document shall be deemed accepted by the Customer without said additional or different terms.It is expressly agreed that the terms of this Agreement and any NEOGOV Ordering Document shall supersede the terms in any non-NEOGOV purchase order or other ordering document.Notwithstanding the foregoing,any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2)NEOGOV Ordering Document, 3)the applicable NEOGOV Services Agreement,Service Specifications,Schedules,and other incorporated documents,4)Customer terms and conditions(if any).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 signed by the party to be bound. 26. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's State of residence,without giving effect to conflict of law rules. NSA-v050119-Published May 1,2019 8 NEOGOV IM 27. Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. 28. Survival.Provisions that survive termination or expiration are those relating to limitation of liability,payment, and others which by their nature are intended to survive. 29. Independent Contractor;Third Parry Agreements.The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other.Customer acknowledges that nothing 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 party whether referred to herein or not. 30. Notices.All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered,one(1)business day following delivery by recognized overnight courier or electronic mail,or three(3)business days following deposit in the U.S.mail,registered or certified,postage prepaid,return receipt requested. All such communications shall be sent to(i).Customer at the address set forth in the Ordering Document and(ii)NEOGOV at 300 Continental Blvd.,Suite 565,El Segundo,CA 90245. 31. Waiver.The waiver,express or implied,by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such parry of the same or a different kind. 32. Counterparts.This Agreement may be executed in two or more counterparts,each of which will be deemed an original,but all of which taken together shall constitute one and the same instrument.Delivery of a copy of this Agreement bearing an original signature by facsimile transmission,by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. NSA-v050119-Published May 1,2019 9 NEOGOV TM NEOGOV ORDERING FORM Permitted FTE: Governmentjobs.com,Inc.(dba"NEOGOV") 300 Continental Blvd.,Suite 565 El Segundo,CA 90245 accounting@neogov.com Customer Information Customer City of Bozeman,MT Customer Name: PO Box 1230 Contact Name: Bozeman,MT 59711 Customer Email Address: Address: Fee Sum mar Description of Subscriptions SaaS Subscription Non-Recurring Service Fee Fees Professional Service Fees Sub-Totals $2,500.00(Setup) Insight Enterprise $11,614.00 $2 500 nn (T-mining) $14,114.00 Position Management PM GovernmentJobs.com GJC $1,500.00 $1,500.00 Perform PE E-Forms EF Onboard O Learn LE Integrations IG Core HR CHR Payroll PR Time&Attendance TA Order Total: $15,614.00 A. Agreement and Applicable Modifications to the Agreement. 1.Agreement.This Ordering Document and the Services purchased herein are governed by the terms of the Services Agreement either affixed hereto or the version most recently published prior to execution of this Ordering Document available at h!Ws://www.neogov.com/service- snecifications,as well as the Service Specifications and applicable Schedules incorporated therein. 2.Effectiveness&Modification.Neither Customer nor NEOGOV will be bound by this Ordering Document until it has been signed by its authorized representative.This Order Form may not be modified or amended except through a written instrument signed by the parties. B. General Terms Summary. 1.Summary of Fees.Listed above is a summary of Fees under this Order.Once placed,your order shall be non-cancelable and the sums paid nonrefundable,except as provided in the Agreement. 2.The Effective Date.This Order is made and entered into as of the date of Customer signature on this Order Document(the"Effective Date"). 3.SaaS Subscription(s)Start Date.The Effective Date. 4.Billing Frequency.Annual.Net 30 from Customer receipt of NEOGOV invoice. 5.Order of Precedence.This Ordering Document shall take precedence in the event of direct conflict with the Services Agreement,applicable Schedules,and Service Specifications. 6.Offer Validity.This Order is valid for 30 days from the date of Customer receipt of this Ordering Document unless extended by NEOGOV. C.Special Conditions(if any). NSA-050119-Published May 1,2019 10 NEOGOV TM IN WITNESS WHEREOF,the parties have caused this Order to be executed by their respective duly authorized officers as of the date set forth below,and consent to the Agreement. Customer Government'obs.com Inc.(DBA`INEOGOV" Entity Name: Signature: S Signature: Print Name: (AY,✓at+- Print Name: Date: 0)•cj . Date: NSA-v050119-Published May 1,2019 1 i