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DocuSign Envelope ID: 7D5B427A-5ABE-4FE3-95F2-8BF26A5A9F27 5.2 "Confidential Information" means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation. 5.3 Notwithstanding the foregoing, "Confidential Information" does not include: (a) "Public Data," which is data that the Customer has previously released to the public, would be required to release to the public, upon request, according to applicable federal, state, or local public records laws, or Customer requests OpenGov make available to the public in conjunction with the Software Services. Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party; (c) information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure; or (d) information independently developed by the Receiving Party without access to the Disclosing Party's Confidential Information. 6. PAYMENT OF FEES 6.1 Fees; Invoicing; Payment; Expenses. (a) Fees. The fees for the Software Services for the Initial Term and any Renewal Term ("Software Services Fees") and the fees for Professional Services ("Professional Services Fees") are set forth in the applicable Order Form. Software Services Fees and Professional Services Fees shall hereafter be referred to as "Fees". Except to the extent otherwise expressly stated in this Agreement or in an Order Form, (i) all obligations to pay Fees are non -cancelable and all payments are non-refundable, (ii) Customer must pay all Fees due under all Order Forms and SOW in accordance with Florida Statute section 218.74, Local Government Prompt Payment Act; (iii) the Software Service Fee shall be due annually in advance, and (iv) Customer must make all payments without setoffs, withholdings or deductions of any kind. Annual Software Maintenance Price Adjustment. OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c) Invoicing and Payment. OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form, in accordance Florida Statute. Travel Expenses. Unless the SOW provides otherwise, OpenGov will invoice Customer for travel expenses, pre -approved by the Customer, incurred in connection with each SOW as they are incurred. Customer shall pay all such valid invoices in accordance with Florida Statute. Each invoice shall include receipts for the travel expenses listed on the invoice. (e) Customer Delays; On Hold Fee. I. On Hold Notice. Excluding delays caused by Force Majeure as described in Section 10.5, if OpenGov determines that Customer's personnel or contractors are not completing Customer's responsibilities described in the applicable SOW timely or accurately, or if OpenGov's personnel or contractors are not completing OpenGov's responsibilities described in the applicable SOW, OpenGov or Customer shall promptly, but in no event more than thirty (30) days from the date of such determination deliver to the other party a notice (an " On Hold Notice") that (A) designates the Professional Services to be provided to the Customer as " On Hold", (B) detail Customer's and/or OpenGov's obligations and responsibilities necessary for both parties to continue performing the Professional Services. II. Effects of On Hold Notice. If delay is caused by Customer, upon issuing an On Hold Notice, OpenGov shall be entitled, without penalty, to (A) reallocate resources otherwise reserved for the performance of the Professional Services, and (B) stop or caused to be stopped the Professional Services to be provided to the Customer _until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the "On Hold" status, only upon Customer's fulfillment of its obligations set out in the On Hold Notice, including payment of the On Hold Fee. Upon Customer's fulfillment of its obligations in the On Hold Notice, OpenGov may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6) weeks, depending on the availability of qualified team resources (OpenGov cannot guarantee that these team resources will be the same as those who were working on the project prior to it being placed On Hold). OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer's failure to complete Customer's responsibilities or adhere to a Customer schedule which were brought to the attention of the Indian River, FL 5/5 dp