AgdaPkt 2019-04-08 Joint SA PFA - Laserfiche WebLink

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6.A. - Page 6 of 22 Attachment A AGREEMENT FOR BUDGETTING AND PLANNING, ORGANIZATIONAL PERFORMANCE, AND CITIZEN ENGAGEMENT SOFTWARE SERVICES AND PROFESSIONAL SERVICES This Software and Professional Services Agreement ("Agreement") is entered into between OpenGov, Inc., a Delaware corporation with a principal place of business at 955 Charter Street, Redwood City, California 94063 ("OpenGov") and CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("Customer" or "City"), as of the date of last signature below (the "Effective Date"). This Agreement sets forth the terms under which Customer will be permitted to use OpenGov's hosted software services and related professional services. DEFINITIONS "Customer Data" means all data created or in any way originating with Customer, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the Customer, whether such data or output is stored on the Customer hardware, OpenGov hardware or exists in any system owned, maintained or otherwise controlled by the Customer or by OpenGov. Customer Data shall not include any confidential personally identifiable information. "Documentation" means the documentation for the Software Services at the Customer Resource Center page found at https://opengov.zendesk.com. "Feedback" means suggestions, comments, improvements, ideas, or other feedback or materials regarding the Software Services provided by Customer to OpenGov, including feedback provided through online developer community forums. "Initial Term" means the initial license term specified in number of years on the Order Form, commencing on the Effective Date. "Intellectual Property Rights" means all intellectual property rights including all past, present, and future rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in intellectual property of every kind and nature. "Order Form" means OpenGov's Software Services order form that: (a) specifies the Software Services provided by OpenGov; (b) references this Agreement; and (c) is signed by authorized representatives of both parties. "Renewal Term" means each additional renewal period of one (1) year unless agreed to in writing by both parties no less than 30 days prior to the beginning of the Renewal Term. "Term" means the Initial Term plus all subsequent Renewal Terms. "Data Breach" means the unauthorized access by a non -authorized personls that results in the use, disclosure or theft of Customer Data. "City Identified Contact" means the person or persons designated by Customer to receive any notification including Data Breach notifications. City Identified Contact is Customer IT Manager and can be reached by email at ITManager@redwoodcity.org or by phone at (650) 780-7000. The City may provide updated contact information by written notice to OpenGov. 2. SOFTWARE SERVICES, SUPPORT AND PROFESSIONAL_ SERVICES 2.1 Software Services. Subject to the terms and conditions of this Agreement, OpenGov will use commercially reasonable efforts to perform the software services identified in the applicable Order Form entered into by OpenGov and Customer ("Software Services"). 2.2 Support. Customer support is available by email to support@opengov.com or by using the chat messaging functionality of the Software Services, both of which are available during OpenGov's standard business hours REV: 03-25-19 PR Page 1 of 17 ATTYIAGR.2019.06810penGov Software Suite 13