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2023-095A
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2023-095A
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Last modified
6/9/2023 10:23:36 AM
Creation date
6/9/2023 10:22:31 AM
Metadata
Fields
Template:
Official Documents
Official Document Type
Agreement
Approved Date
05/16/2023
Control Number
2023-095A
Agenda Item Number
8.S.
Entity Name
OpenGov, Inc.
Subject
Agreement for Purchase of Asset Management Software
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DocuSign Envelope ID: 7D5B427A-5ABE-4FE3-95F2-8BF26A5A9F27 <br />OPENGOV SOFTWARE SERVICES AGREEMENT <br />This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation <br />with a principal place of business at 6525 Crown Blvd #41340, San Jose, CA 95160 ("OpenGov") and the customer <br />listed on the signature block below ("Customer"), as of the date of last signature below (the "Effective Date"). This <br />Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted software <br />services. <br />DEFINITIONS <br />"Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for <br />example, by email or through Customer's software systems of record). Customer Data shall not include any <br />confidential personally identifiable information. <br />"Documentation" means the documentation for the Software Services at the Customer Resource Center <br />page found at https://open-gov.zendesk.com. <br />"Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding <br />the Software Services provided by Customer to OpenGov, including feedback„provided through online developer <br />community forums. <br />"Initial Term” means the initial license term_. specified in number of years on theOrder Form, commencing on <br />the Effective Date. <br />"Intellectual Property Rights" means all intellectual r_p gperty ri hg is includi a_I4ast.Rresent and future rights <br />associated with works of authorship,_ including exclusive exploitation rights c vrights, and moral rights, <br />trademark and trade name rights and similar�hts. trade secret_„ rights -patent r_. fights, and any other proprietary <br />rights in intellectual property of every kind and nature. <br />"Order Form" means OpenGov's Software Services order form that: (a) specifies the Software Services <br />provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both <br />parties. <br />"Renewal Term" means each additional renewal period, which shall be for a period of equal duration as the <br />Initial Term, for which this Agreement is extended pursuant to Section 7.2. <br />SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL SERVICES <br />2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially <br />reasonable efforts to perform the software services identified in the applicable Order Form entered into by <br />OpenGov and Customer ("Software Services"). <br />2.2 Support & Service Levels. Customer support is available by email to support(dopengov.com or by using <br />the chat messaging functionality of the Software Services, both of which are available during OpenGov's standard <br />business hours. Customer may report issues any time. However, OpenGov will address issues during business <br />hours. OpenGov will provide support for the Software Services in accordance with the Support and Software <br />Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under <br />the applicable Order Form and this Agreement. <br />2.3 Professional Services. <br />(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such <br />as implementation services, then these professional services will be described in a statement of work (" SOW") <br />agreed to by the parties (the "Professional Services"). Unless otherwise specified in the SOW, any pre -paid <br />Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre -paid <br />Professional Services Fees shall be forfeited. <br />(b) Unless the SOW provides otherwise, all reasonable travel expenses, pre -approved by Customer and <br />incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel <br />Indian River, FL 5/5 dp <br />
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