Agmt19 OpenGov, Inc. - Laserfiche WebLink

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OPENGOV SOFTWARE SERVICES AGREEMENT REV: 08-30-2022 MI Rev. 2018.01_210428 provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Disclosing Party. 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. 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. 5.4 Public Records Act. Notwithstanding anything to the contrary in this Agreement, OpenGov acknowledges that City is a public agency subject to disclosure requirements on the California Public Records Act ("CPRA"). In the event of a request for information under the CPRA marked by OpenGov as "Confidential information,' City will make reasonable efforts to provide notice to OpenGov prior to such disclosure, allowing enough time for OpenGov to seek a protective order, injunctive relief, or other appropriate remedy. If OpenGov contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required, at its own, cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City's deadline to respond to the CPRA request. If OpenGov fails to obtain such a remedy before the deadline for City's response to the CPRA request, City will disclose the requested information and shall not be liable or responsible for such disclosure. 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 within thirty (30) days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer’s designated billing contact); (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. (b) 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. (c) 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 within thirty (30) days of receipt of invoice. Each invoice shall include receipts for the travel expenses listed on the invoice. (d) 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, OpenGov shall promptly, but in no event more than ATTY/AGR.2022 - Amend No. 1/Opengov, Inc. (Page 7 of 11)