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Appendix A
<br /> OpenGov Terms and Conditions
<br /> 1. SOFTWARE SERVICES
<br /> 1.1 Subject to the terms and conditions of these OpenGov Terms and Conditions (the"Agreement"), OpenGov will use commercially
<br /> reasonable efforts to perform the software services(the"Software Services")identified in the applicable Software Agreement entered
<br /> into by OpenGov and Customer("Software Agreement").
<br /> 1.2 Customer understands that OpenGov's performance depends on Customer timely providing OpenGov with a copy of the
<br /> Customer's chart of accounts in.csv or.xls format. In addition,Customer agrees to provide OpenGov with five or more years of general
<br /> ledger data, also in .csv or.xls format, including budget data for the current year and actual expense and revenue data for past years.
<br /> Any dates or time periods relevant to OpenGov's performance will be extended appropriately and equitably to reflect any delays caused
<br /> by Customer's failure to timely deliver any such materials. OpenGov shall not be liable for any delays in performance under this
<br /> Agreement resulting from Customer's failure to meet these obligations.
<br /> 2. RESTRICTIONS AND RESPONSIBILITIES
<br /> 2.1 This is a contract for access to the Software Services and Customer agrees not to, directly or indirectly: reverse engineer,
<br /> decompile,disassemble, or otherwise attempt to discover the source code, object code,or underlying structure, ideas,or algorithms of
<br /> the Software Services, documentation or data related to the Software Services, except to the extent such a restriction is limited by
<br /> applicable law;modify,translate,or create derivative works based on the Software Services;or copy,rent, lease,distribute,assign,sell,
<br /> or otherwise commercially exploit, transfer,or encumber rights to the Software Services; or remove any proprietary notices.
<br /> 2.2 Customer will use the Software Services only in compliance with all applicable laws and regulations (including, but not limited to,
<br /> any export restrictions).
<br /> 2.3 Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to, access or
<br /> otherwise use the Software Services and Customer shall also be responsible for(a)ensuring that such equipment is compatible with
<br /> the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files, and (c) for all uses of
<br /> Customer user accounts with or without Customer's knowledge or consent.
<br /> 3. OWNERSHIP.OpenGov retains all right,title,and interest in the Software Services and all intellectual property rights(including all
<br /> past,present,and future rights associated with works of authorship, including exclusive exploitation rights,copyrights,and moral rights,
<br /> trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual
<br /> property of every kind and nature)therein.
<br /> 4. CONFIDENTIALITY. Each party (the "Receiving Party") agrees not to disclose (except as permitted herein) any Confidential
<br /> Information of the other party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information"
<br /> means all confidential business, technical, and financial information of the disclosing party that is marked as "Confidential" or an
<br /> equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the
<br /> circumstances surrounding the disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential
<br /> Information includes, without limitation, the software underlying the Software Services and all documentation relating to the Software
<br /> Services. "Confidential Information" does not include"Public Data," which is data that the Customer has previously released or would
<br /> be required to release according to applicable federal, state, or local public records laws. The Receiving Party agrees: (i)to use and
<br /> disclose the Confidential Information only in connection with this Agreement; and (ii)to protect such Confidential Information using the
<br /> measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less
<br /> than reasonable care. Notwithstanding the foregoing,Confidential Information does not include information that: (i)has become publicly
<br /> known through no breach by the receiving party; (ii)was rightfully received by the receiving party from a third party without restriction
<br /> on use or disclosure; or (iii) is independently developed by the Receiving Party without access to such Confidential Information.
<br /> Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law or court order,
<br /> provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing
<br /> Party.
<br /> 5. DATA LICENSE.Customer grants OpenGov a non-exclusive,transferable, perpetual,worldwide,and royalty-free license to copy,
<br /> modify,and make derivative works of any data or information submitted by Customer to OpenGov for the development of new software
<br /> or the provision of the Software Services.
<br /> 6. PAYMENT OF FEES.The fees for the Software Services("Fees")are set forth in the applicable Software Agreement. Customer
<br /> shall pay all Fees within thirty(30)days after the date of OpenGov's invoice(which OpenGov typically sends 45 days after the Effective
<br /> Date). Unpaid invoices may be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted
<br /> by law,whichever is lower, plus all expenses of collection.
<br /> 7. TERM&TERMINATION
<br /> 7.1 Subject to compliance with all terms and conditions, the initial term of this Agreement shall be from the Effective Date and shall
<br /> continue for a period of five(5)twelve(12)month terms, for a total of sixty(60)months from that date. The customer will be billed on
<br /> an annual basis for each twelve (12) month term, and either party may terminate this Agreement at the end of the applicable term,
<br /> without penalty,with thirty(30)days prior written notice. If either party materially breaches any term of this Agreement and fails to cure
<br /> such breach within thirty(30)days after notice by the non-breaching party(ten(10)days in the case of non-payment),the non-breaching
<br /> party may terminate this Agreement immediately upon notice.
<br /> 7.2 Upon termination,Customer will pay in full for all Software Services performed up to and including the effective date of termination.
<br /> Upon any termination of this Agreement:(a)all Software Services provided to Customer hereunder shall immediately terminate;and(b)
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