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OPENGOV SOFTWARE SERVICES AGREEMENT <br /> <br />REV: 08-30-2022 MI <br />Rev. 2018.01_210428 <br />EXHIBIT A – REDWOOD SSA <br /> <br />OPENGOV SOFTWARE SERVICES AGREEMENT <br /> <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 City of <br />Redwood City, a charter city and municipal corporation (“Customer”), as of April 18, 2022 (the “Effective Date”). <br />This Agreement sets forth the terms under which Customer will be permitted to use OpenGov’s hosted software <br />services. <br />1. 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 page <br />found at https://opengov.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 license term from April 18, 2022 to June 30, 2025 as specified in the Order Form, <br />commencing on the Effective Date. <br /> “Intellectual Property Rights” means all intellectual property rights including all past, present, and future rights <br />associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights, trademark <br />and trade name rights and similar rights, trade secret rights, patent rights, and any other proprietary rights in <br />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 for which this Agreement is extended pursuant to <br />Section 7.2. <br />2. 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 OpenGov <br />and Customer (“Software Services”). <br />2.2 Support & Service Levels. Customer support is available by email to support@opengov.com or by using the <br />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 Service <br />Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under the <br />applicable Order Form and this Agreement. <br /> <br />2.3 Professional Services. <br /> (a) If OpenGov or its authorized independent contractors provides professional services to Customer, such as <br />implementation services, then these professional services will be described in a statement of work (“SOW”) agreed <br />to by the parties (the “Professional Services”). Unless otherwise specified in the SOW, any pre-paid Professional <br />ATTY/AGR.2022 - Amend No. 1/Opengov, Inc. (Page 5 of 11)