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HomeMy WebLinkAboutContracts & Agreements_153-2025Created by Alison Bekolay Contact Phone (414) 477-7627 Contact Email abekolaygeleargov.com Order Date Sul 1, 2025 Order valid if signed by J u l 31' 2025 Customer Information Customer City of Redlands Contact Danielle Garcia Billing Contact Danielle Garcia Address 35 Cajon St, Suite 30 Title Director of Management Services Title Director of Management Services City, St, Zip Redlands, CA 92374 Email dgarcia@cityafredlands.org Email accountspayable@cityofredlands.org Phone (909) 798-7544 PO # (If any) The Services you will receive and the Fees for those Services are... Set up Services Tier/Rate Service Fees ClearGov Setup: Includes activation, onboarding and training for ClearGov solutions Tier 4 $ 45,000.00 ClearGov Setup: Bundle Discount - Discount for bundled solutions Tier 4 $ (11,250.00) Total ClearGov Setup Service Fee - Billed ONE-TIME $ 33,750.00 Subscription Services Tier Service Fees ClearGov Base Platform - Civic Edition Tier 4 $ 4,500.00 ClearGov Operational Budgeting - Civic Edition Tier 4 $ 23,100.00 ClearGov Personnel Budgeting - Civic Edition Tier 4 $ 23,400.00 ClearGov Capital Budgeting - Civic Edition Tier 4 $ 23,400.00 ClearGov Digital Budget Book - Civic Edition Tier 4 $ 16,100.00 ClearGov Transparency - Civic Edition Tier 4 $ 14,800.00 Bundle Discount: Base Platform (50%) Tier 4 $ (2,250.00) Bundle Discount: Modules (25%) Tier 4 $ (25,275.00) Total ClearGov Subscription Service Fee - Billed ANNUALLY IN ADVANCE $ 78,075.00 TOTAL Subscription Service Fee Year 1 - Setup Services + 11-Month Pro -Rats - Billed ANNUALLY IN ADVANCE 1 $ 10S,318.75 ClearGov will provide your Services according to this schedule... Period Start Date End Date Description Activation Aug 1, 2025 Aug 1, 2025 ClearGov Activation Pro-Rata Aug 1, 2025 Jun 30, 2026 ClearGov Subscription Services Initial Jul 1, 2026 Jun 30, 2027 ClearGov Subscription Services To be clear, you will be billed as follows... Billing Date(s) Amount(s) Notes Aug 1, 2025 $33,750.00 One Time setup Fee Aug 1, 2025 $71,568.75 11 Month Pro-Rata Subscription Fee Jul 1, 2026 $78,075.00 Annual Subscription Fee - Renewal Option Additional subscription years and/or renewals will be billed annually in accordance with pricing and terms set forth herein. Billing Terms and Conditions Valid Until Jul 31, 2025 Pricing set forth herein is valid only if ClearGov Service Order is executed on or before this date. payment Net 30 All invoices are due Net 30 days from the date of invoice. Rate Increase 6% per annum After the Initial Service Period, the Annual Subscription Service Fee shall automatically increase by this amount. General Terms & Conditions Customer Satisfaction During the first thirty (30) days of the Service, Customer shall have the option to terminate the Service, by providing Guarantee written notice. In the event that Customer exercises this customer satisfaction guarantee option, such termination shall become effective immediately and Customer shall be eligible for a full refund of the applicable Service Fees. ClearGov and Customer mutually agree to the ClearGov Service activation and onboarding process set forth in the attached Statement of Work Statement of Work. Please note that ClearGov will not activate and/or implement services for any Customer with outstanding balance past due over 90 days for any previous subscription services. The Service Fees and Billing amounts set forth above in this ClearGov Service Order DO NOT include applicable taxes. In Taxes accordance with the laws of the applicable state, in the event that sales, use or other taxes apply to this transaction, ClearGov shall include such taxes on applicable invoices and Customer is solely responsible for such taxes, unless documentation is provided to ClearGov demonstrating Customer's exemption from such taxes. Subject to the termination rights and obligations set forth in the ClearGov BCM Service Agreement, this ClearGov Service Order commences upon the Order Date set forth herein and shall continue until the completion of the Service Period(s) for Term & Termination the Service(s) set forth herein. Each Service shall commence upon the Start Date set forth herein and shall continue until the completion of the applicable Service Period. To be clear, Customer shall have the option to Terminate this Service Order on an annual basis by providing notice at least sixty (60) days prior to the end of the then current Annual Term. Appropriations ClearGov acknowledges that this Service Order is subject to ongoing appropriations by Customer's applicable appropriating bod and/or board of directors. Renewal Option After the Initial Period, Customer shall have the option to renew this Service Order on an annual basis in accordance with the terms set forth herein by providingwritten notice of such renewal prior to the end of the then current annual term. The signature below affirms your commitment to pay for the Service(s) ordered in accordance with the terms set forth in this ClearGov Service Order and also acknowledges that you have read and agree to the terms and conditions set forth in Agreement the attached BCM Service Agreement. This Service Order incorporates by reference the terms of such BCM Service Agreement. In event of any conflict between the terms set forth in this ClearGov Service Order and any terms or conditions set forth in the ClearGov BCM Service Agreement, the terms of this ClearGov Service Order shall prevail. Customer Signature t-^Y 4 Name Mario Saucedo Title Mayor ClearGov, I1nc., Signature r^ � -A Name Bryan A. Burdick Title President Please e-mail signed Service Order to Orders@ClearGov.com or Fax to (774) 759-3045 Order type (ClearGov internal use only) Select Order Type for this Service Order NL If XS: Original Service Order Date This statement or Work outlines the roles and responsibilities by both ClearGov and Customer required for the activation and onboarding of the ClearGov Service. ClearGov will begin this onboarding process upon execution of this Service Order. All onboarding services and communications will be provided through remote methods - email, phone, and web conferencing. ClearGov Responsibilities - ClearGov will activate ClearGov Service subscription(s) as of the applicable Start Date(s). ClearGov will create the initial Admin User account, and the Customer Admin User wfll be responsible for creating additional User accounts. - ClearGov will assign an Implementation Manager (IM) responsible for managing the activation and onboarding process. ClearGov IM will coordinate with other ClearGov resources, as necessary. - ClearGov IM will provide a Kickoff Call scheduling link to the Customer's Primary Contact. Customer should schedule Kickoff Call within two weeks after the Service Order has been executed. - If Customer is subscribing to any products that require data onboarding: - ClearGov IM will provide a Data Discovery Call scheduling link to the Customer's Primary Contact. Customer should schedule Data Discovery Call based on the availability of Customer's staff. ClearGov will provide Customer with financial data requirements and instructions, based on the ClearGov Service subscription(s). ClearGov will review financial data files and confirm that data is complete, or request additional information, if necessary. Once complete financial data files have been received, ClearGov will format the data, upload It to the ClearGov platform and complete an initial mapping of the data. - After initial mapping, ClearGov will schedule a Data Review call with a ClearGov Data onboarding Consultant (DOC), who will present how the data was mapped, ask for feedback, and address open questions. Depending upon Customer feedback and the complexity of data mapping requests, there may be additional follow-up calls or emails required to complete the data onboarding process. - ClearGov will inform Customer of all training, learning, and support options. ClearGov recommends all Users attend ClearGov Academy training sessions and/or read Support Center articles before using the ClearGov Service to ensure a quick ramp and success. As needed, ClearGov will design and deliver customized remote training and configuration workshops for Admins and one for End Users - via video conference - and these sessions will be recorded for future reference. - ClearGov will make commercially reasonable efforts to complete the onboarding/achvation process in a timely fashion, provided Customer submits financial data files and responds to review and approval requests by ClearGov in a similarly timely fashion. Any delay by Customer in meeting these deliverable requirements may result in a delayed data onboarding process. Any such delay shall not affect or change the Service Period(s) as set forth in the applicable Service Order. - Customer's Primary Contact will coordinate the necessary personnel to attend the Kickoff and Data Discovery Calls within two weeks after the Service Order has been executed. If Customer needs to change the dateltime of either of these calls, the Primary Contact will notify the ClearGov IM at least one business day In advance. - If Customer is subscribing to any products that require data onboarding: - Customer will provide a complete set of requested financial data files (revenue, expense, chart of accounts, etc.) to ClearGov in accordance with the requirements provided by ClearGov. - Customer's Primary Contact will coordinate the necessary personnel to attend the Data Discovery and Data Review calls. It is recommended that all stakeholders with input on how data should be mapped should attend. Based on these calls and any subsequent internal review, Customer shall provide a detailed list of data mapping requirements and requested changes to data mapping drafts in a timely manner, and Customer will approve the final data mapping, once completed to Customer's satisfaction. Customer will complete recommended on -demand training modules in advance of customized training & configuration workshops. Customer shall be solely responsible for importing and/or inputting applicable text narrative, custom graphics, performance metrics, capital requests, personnel data, and other such information for capital budget, personnel budget, budget books, projects, dashboards, etc. j� Clea rGoy­ ClearGov BCM Service Agreement This ClearGov BCM Service Agreement (the 'Agreement') is made and entered Into by and between ClearGov, Inc. ( "ClearGovj, a Delaware corporation with its principal offices at 2 Mill & Main; Suite 630, Maynard, MA 01754 and Customer (as defined in the applicable ClearGov Service Order) (each a "Party"and collectively the "Parties. This Agreement governs the terms and conditions under which Customer may utilize the ClearGov Service as set forth herein and as specified in one or more applicable ClearGov Service Order(s) executed by Customer In connection herewith and incorporated herein (the "ClearGov Service Order(s)J. In event of any conflict between the terms set forth in this Agreement and any terms or conditions of any applicable ClearGov Service Order, the terms of the applicable ClearGov Service Order shall prevail. WHEREAS ClearGov owns and operates the ClearGov Service, a Web - based SaaS solution that includes a variety of ClearGov App(s) and provides various features and functionality via such ClearGov App(s); and WHEREAS Customer wishes to utilize the ClearGov Service in order to convey fiscal budget, key metrics and other information to the public as well as to leverage the functionality of such ClearGov App(s); NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ClearGov and Customer hereby agree as follows: 1) Definitions. Capitalized terms used in this Agreement, and not otherwise defined herein, shall have the following meanings: 1.1) "Account" means an access point for the ClearGov Service that requires registration by the Customer. 1.2) "ClearGovAPd"means an application programming interface that provides access to specified content and functionality within .certain ClearGov Apps. 1.3) "ClearGovAlpps"means collectively all of the Web applications hosted by ClearGov and available via the ClearGov Service, including but not limited to the.applicatipns listed in any applicable ClearGov Service Order. All features, functionality, reports, etc. for each ClearGov App are included as material elements of the applicable ClearGov App. ClearGov may modify, combine, add or delete ClearGov Apps from the ClearGov Service from time to time at its sole discretion, provided that in the event that ClearGov terminates or deletes any ClearGov App to which Customer is actively subscribing, ClearGov shall provide a pro-rata refund for the applicable portion of the Subscription Service Fee for the remainder of the then current Service Period. 1.4) "ClearGovpata'means any aggregated and normalized key metrics and benchmarking data collected by ClearGov for the delivery of the ClearGov Service. 1.5} ClearGov Service" means the complete set of ClearGov software and related materials including but not limited to the ClearGov Apps, ClearGov Data, ClearGov Web Site, the Documentation and the Software, 1.6) "ClearGov Web Site'means the Web site owned and operated by ClearGov and made available at the following URL: http://wvvw.ClearGov.com and/or any successor site(s). 1,7) "Customer POP"means one or more PDF files of Customer's digital documents created by Customer using the ClearGov Apps. 1.8) "Customer Data 'means any data provided to ClearGav by or on behalf of Customer or any data entered or uploaded into the ClearGov Service by or on behalf of Customer, including Sensitive Data entered or provided by Customer. Customer Data specifically excludes ClearGov Data as well as any anonymized, customized, modified or derivative works related to the Customer Data. t.9) "Customer State -means the state, commonwealth or territory in which the Customer is located. 1.10) "Customer Web Site 'means any Web site owned and operated by Customer. 1.11) "Documentation"means any accompanying proprietary documentation made available to Customer by ClearGov for use with the ClearGov Service, including any documentation available online or otherwise. 1.12) "Sensitive Data., means any Customer Data that may reasonably be deemed sensitive and/or private in nature, including but not limited to personal wage gamishments, individual healthcare -related expenses, data protected by HIPAA, etc. 1.13) "Software "means the source code and/or other code which are material elements of the ClearGov Apps and ClearGov Service. 2) Service Usage & Licenses. 2.1) Account Password and Security. Customer shall protect its passwords and take full responsibility for Customer's own, as well as any third -party, use of the Customer Account(s). Customer is solely responsible for any and all activities that occur under such Customer Account(s), except for any activities performed by ClearGov as set forth herein. Customer agrees to notify ClearGav immediately upon learning of any unauthorized use of a Customer Account or any other breach of security. From time to time, ClearGov's support staff may log in to the Customer Account in order to maintain or improve service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access. 2.2) ClearGov License. Subject to the terms and conditions of this Agreement and as specifically set forth in the applicable ClearGov Service Order(s), ClearGov grants Customer a limited, revocable, non-exclusive, non -transferable, non - distributable, worldwide license to utilize the ClearGav Service for the following functionality: a} Content Delivery. Customer may integrate, link and publish applicable public -facing content from the applicable ClearGov Apps within one or more Customer Web Site(s); b) Application Access. Customer may access the ClearGov Apps via Customer's Account to utilize the functionality provided within such ClearGov Apps; and c) API Access. Customer may access the ClearGov API to distribute and display public -facing content from the ClearGov Apps within one or more Customer Web Site(s), 3) Term and Termination. 3.1) Term. The duration of this Agreement shall be defined in accordance with the Term set forth in afl applicable Service Order(s). The Term shall commence upon the Start Date set forth in the first ClearGov Service Order executed between the Parties and shall continue In full force and effect until the termination or expiration of all applicable ClearGov Service Order(s) (the "Term'). 3.2) Termination. This Agreement and/or any applicable ClearGov Service Order may be terminated prior to the expiration of the term as follows: a) Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement within fifteen (15) days after receipt of written notice ClearGov, Inc. Service Agreement ver. 02,02.23 Page 1 of 9 thereof. b) Either Parry may terminate this Agreement If the other Party Is involved In Insolvency proceedings, receivership, bankruptcy, or assignment for the benefit of creditors. 3,3) Obligations. Upon expiration or termination of this Agreement: a) Each Parry shall promptly return to the other all of the Confidential Information of the other Party In Its possession or control; b) Customer shall cease use of the ClearGov Service and shall remove all links from the Customer Web Slte(s) to any content provided by the ClearGov Apps, orovtded that Customer may continue to provide access to any Customer PDF(s). Customer shall be solely responsible for hosting and delivering such Customer PDF(s) as well as any ongoing costs for doing se; and c) Any outstanding fees shall become Immediately due and payable, and termination of this Agreement shall not relieve Customer from Its obligation to pay to ClearGov any such fees. 3.4} Survival. Sections 3.3. 3.4 and 4 through B, Inclusive shall survive any termination or expiration of this Agreement, 4) Fees and Billing. 4.1) Fees, Customer shall pay the Fees In accordance with the terms set forth In the applicable ClearGov Service Order. 4.2) interest and Collections. Customer will be charged $50 for payments by checks that are returned due to insufficient funds. Any late payments will accrue interest equal to one and one-half percent (1,5%) per month, or the maximum amount allowable under law, whichever Is less, compounded monthly. ClearGov shall be entitled to recover all reasonable costs of collection (including agency fees, attomeys' fees, In- house counsel costs, expenses and costs) Incurred in - attempting to called payment from Customer. 4.3) Jaxm Customer is solely: responsible for all applicable sales, use and other taxes and similar charges based on or arising -- from this Agreement or any ClearGov service order. In the event that Customer Is exempt from sales tax, Customer will provide ClearGov with In tax-exempt certificate upon request. 5) Intellectual property. 5.1) General. Both Parties may only use the other Party's intellectual property as expressly set forth herein, Nothing In this Agreement shall be construed in any manner to affect or modify either Party's ownership rights In anypreaAsting or future works, trademarks, copyrights or technologies developed or created by either Party, Including without limitation, their respective proprietary software used In connection with the development and provision of their respective Web shes, databases, systems, products and/or services. Unless specifically agreed by the Partles In writing, all intellectual property, Including without limitation Information that could become the subject of a patent, copyright or trade secret, developed by a Party In the context of performing Its obligations under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute documents confirming such ownership, 5,2) Data Ownership and License. a) Customer represents and warrants that It has obtained all data subjects' consent or otherwise has the full legal right necessary to provide die Customer Data to CloarGov for ClearGov's use as contemplated by this Agreement. Customer acknowledges that ClearGov shall have no legal liability for Its use and/or the display of the Customer Data as contemplated by this Agreement. b) Customer represents and warrants that Customer shall not provide or enter Sensitive Data to be displayed in any publicly avallable element of the ClearGov Service. To the extent that Customer enters or uploads any Sensitive Data Into the ClearGov Service, Customer shall assume full responsibility for the disclosure of such Sensitive Data. ClearGov is under no obligation to review and/or verify whether or not Customer Data Includes sensitive Data, c) Customer Data shall remain the property of Customer, and Customer hereby grants ClearGov a limited, perpetual, Irrevocable and royally -free right to use, copy, modify, and display the Customer Data within any ClearGov App(s) and for the purpose of providing the ClearGov Service, 5.3) Proprietary Rights Notice. The ClearGov Service and all Intellectual property rights In the ClearGov Service are, and shall remain, the property of ClearGov. All rights In and to the ClearGov Service not expressly granted to Customer In this Agreement are hereby expressly reserved and retained by ClearGov without reshictlon, Including, without limitation, ClearGov's right to sole ownership of the ClearGov API, ClearGov Apps, ClearGov Data, ClearGov Web Site, Documentation and Software. Without limiting the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the ClearGov Service outside of the scope of the license granted herein or make the ClearGov Service avallable to any third party or use the ClearGov Service on a service bureau time sharing basis; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the ClearGov Service or otherwise attempt to discover or reconstruct any source code, underlying Ideas, algorithms, file formats, program Interfaces or other trade secrets related to the ClearGov Service; (c) use the trademarks, trade names, service marks; logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the ClearGov Service for any purpose without the express written consent of ClearGov', (d) register, attempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other distinctive brand features, copyrights or other proprietary rights associated with ClearGov other than In the name of ClearGov; or (e) modify, remove, obscure, or alter any notice of copyright, trademark, or other proprietary right or legend appearing In or on any item Included with the ClearGov Service, If the use of the ClearGov Service Is being purchased by or on behalf of the U.S� Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non -DOD acquisitions), the Government's rights In the ClearGov Service, Including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the ClearGov Service, will be subject In all respects to the commercial license rights and restrictions provided In this Agreement. 6) Representations, Warranties, Indemnification and Liability. 6.1) By ClearGov. ClearGov represents and warrants that: (1) the ClearGov service shall be provided in accordance with, and shall not violate applicable laws, rules or regulators; and (11) by using the ClearGov Service, Customer will not vlolate or In any way infringe upon the personal or proprietary rights of any third party, (III) to ClearGov's knowledge, the ClearGov Service does not contaln any virus, worm, Trojan horse, time bomb or similar contaminating or destructive feature; and (iv) ClearGov, Inc. Service Agreement ver. 02,02,23 Page 2 gf 4 ClearGov holds all necessary rights to permit the use of the ClearGov Service and all components thereof provided to Customer under this Agreement. 6.2) By Customer. Customer represents and warrants that: (1) It has all right, title, and Interest In and be the Customer Data necessary for Its use In connection with the ClearGov Service; and (it, It shall not use the ClearGov Service In a manner or In connection with any activity that would violate this Agreement or any law, rule or regulation or rights of any third party, 6.3) BY Both. ClearGov and Customer both represent and warrant that (1) each has full power and authority to enter Into and perform Its obligations under this Agreement; (11) this Agreement is a legal, valid and binding obligation, enforceable against each Party In accordance with Its terms; and (ilp entering Into this Agreement will not knowingly violate the Agreement or any laws, regulations or third -parry contracts. 6.4) Indemnification by ClearGov. At ClearGov's cost, ClearGov agrees to Indemnify, hold harmless and defend Customer against any cast, loss or expense (Including attorney's fees) resulting from any claims by third parties for loss, damage or Injury (each, a "Clalm') arlsing out of or relating to (1) ClearGotrs breach of any term, condldon, reprosentatlon or warranty of this Agreement, Qp ClearGov's violation of any third party rights In connection with the ClearGov Service or (III) ClearGov's violations of applicable laws, rules or regulations In connection with the ClearGov Service. In such a case, Customer will provide ClearGov with written notice of such Claim. Customer shall cooperate as fully as reasonably required In the defense of any Claim. Customer reserves the right, at Its own expense, to assume the exclusive defense and control of any matter subject to indemnification by ClearGov. Notwithstanding the foregoing, unless the settlement Involves no cost, loss or continuing liability to Customer, ClearGov shall not settle any Claim, without the -written consent of Customer, such consent not to be unreasonably withheld, --- - -- - 6.5) Limited Warranty ClearGov warrants that the OearGov servicewillbe delivered in aprofessional and workmanlike manner substantially In accordance with the statement of work set forth In the applicable ClearGov Service Order and that the ClearGov Service will operate In all material respects as described In Its product descriptions and/or documentation. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS - AGREEMENT, INCLUDING ANY APPLICABLE CLEARGOV - SERVICE ORDER, CLEARGOV MAKES NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FfFNES$ FOR A PARTICULAR PURPOSE OR NON•INFRINGEMENT, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, 6.6) Limitation of Liability. NEITHER CLEARGOV NOR CUSTOMER WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRIECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING SENTENCE. BOTH PARTIES' TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER TO CLEARGOV IN THE PRECEDING TWELVE (12) MONTHS, THE FOREGOING SHALL NOT LIMIT PARTY'S (A) PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (B) LIABILITY FOR INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.4; (C) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7; (D) LIABILITY FOR ANY BREACH OF ITS REPRESENTATIONS, WARRANTIES, OR OBLIGATIONS UNDER SECTION 6.2; OR (E) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS EXCLUDING OR LIMITING A PARTY'S LIABILITY FOR FRAUD OR ITS LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, 6,7) Essential Element. The provisions of this Section 6 are an essential element of the benefit of the consideration reflected In this Agreement. 7) Confidentiality. 7.1) Removed. 7,2) Subject to the exceptions set forth In this Section, In connection with the negotiation and performance of this Agreement, a Party (the "Receiving Party') may receive Infalmatlor from the other Party (the DisclosingParty'j which Is expressly marked or stamped confidential or proprietary In nature, Including without limitation Information about a Party's products, systems and services ( "ConNdenHalinformalYon1. The Receiving Party agrees that, during the term of this Agreement, It will keep the Confidential Information In strictest confidence and protect such Confidential Information by similar security measures as LC takes to protect Its own Confidential Information of a similar nature, but In no event shall the Receiving Party take less than reasonable care with the Confidential Information of the Disclosing Party. The Receiving Party also agrees that it will not use any Confidential Information for any purpose other than in connection with the performance of Its obligations under this Agreement. 7.3) The term "Contldontiallnfisnuatlon' shall not include Information which A) Is or becomes generally available to the public without breach of this Agreement, B) is In the possession of the Receiving party prior to Its disclosure by the Disclosing Party, C) becomes available from a third party not In breach of any obligations of confidentiality, D) Is Independently developed by the Receiving Party, or E) is required to be disclosed by the Receiving Party pursuant to law, rule, regulation, subpoena or court order, Including but not limited to open public record laws. 7,4) The Parties recognize that the disclosure or use of a Disclosing Party's Confidential Information by the Receiving Parry in violation of the provisions of this Section may cause Irreparable Injury to the -Disclosing Party} therefore, In the event either Party breaches the provisions of this Section 7, the other Party, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent Injunctive relief without the necessity of posting a bond. 0) Miscellaneous. 8.1) General. If any provision of this Agreement Is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make It enforceable to the maximum extent permissible so as to Implement the Intent of the Parties, and the remainder of this Agreement shall continue In full force and effect. A waiver of any default Is not a waiver of any subsequent default. The relatlonship ClearGov, Inc, Service Agreement ver. 02.02.23 Page 3 of 4 between ClearGov and Customer Is one of Independent contractors, not partnership, joint venture or agency. This Agreement shall be binding upon and Inure to the benefit of the respective successors and permitted assigns of the Parties hereto. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactlons Act shall not apply to this Agreement. The Software Is contmlled by U.S. Export Regulations, and It may not be exported to or used by embargoed countries or Individuals. 8.2) Entire Agreement This Agreement and the accompanying ClearGov Service Order(s), together, constitute a valid and binding agreement between the Parties and are Intended to be the Partles' complete, Integrated expression of the terms of their agreement with respect to the ClearGov Service, and any prior agreements or understandings with respect to such subject matter are superseded hereby and fully merged herein. 8.3) Assignment Neither Party will assign this Agreement in whole or In part to any third party without the prior written consent of the other Party, provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent companyof such Party or to any successor by way of any merger, consolidation or other corporate reorganization of such Party or sale of all or substantially all of the assets of such Party or to an entity that assumes, by sale, license or otherwise, the business activities that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or Is otherwise fully bound by all of the obligations of the assigning Party under this Agreement. 8.9) - Marketing,Materlals With prier written consent of Customer, Customer agrees that ClearGov may utilize Customer's name solely to Identify It as a ClearGov Customer on the ClearGov 'Web site, in client lists and other marketing materials. Any other uses of Customer's name and/or logo (other than as included In the content and/or other Items furnished to ClearGov by Customer) shall require Customer's prior written consent. 8,5) Jnsurprice, ClearGov shall maintain commercial general liability Insurance, cybersecutity Insurance, product liability Insurance and auto liability Insurance In amounts that are consistent with Industry standards. ClearGov shall maintain Worker's compensation Insurance as required by law, Upon request of Customer, ClearGov shall provide certificates of Insurance coverage to Customer. 8,6) No Boy= of Israel ClearGov hereby certlfles that Ciceroov Is not currently engaged In and shall not, for the duration of the Term of this AgreemenC engage In a boycott of goods or services from the State of Israel; companies doing business In or with the State of Israel or authorized by, licensed by or organized under the laws of tho State of Israel; or persons or entitles doing business In the State of Israel. 8.7) Jurisdiction, This Agreement shall he governed by the applicable laws In the Customer State, without regard to conflict of laws rules. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, Interpretation or validity thereof, Including 0ie determination of the scope or appllcabifily of this agreement to arbitrate, may, with the consent of the Parties, be determined by arbitration In the Customer State before a panel of three arbitrators. If the Parties consent, such arbitration shall be administered by JAMS pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on an award, if any, may be entered In any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies In aid of arbitration from a court of appropriate jurisdiction. The Parties acknowledge that this Agreement evidences a transaction Involving Interstate commerce, Notwithstanding the provision with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by Hie Federal Arbitration Act (9 U.S.C., Socs, 1-16). 8.8) Force Mansura, If the performance of this Agreement or any obligations hereunder Is prevented or Interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, proclamation, regulation, or requirement of any government agency, or any other act or condition beyond the reasonable control of a Party hereto, that Party upon giving prompt notice to the other Parry shall be excused from such performance during such occurrence. 8.9) Notices. All notices, requests, or other communications between the Parties that are required or permitted hereunder will be In writing and will be given by: (a) delivery in person or by prepaid courier service with a nationally recognized courier company, (b) delivery by registered or certified mail, postage prepaid, return receipt requested, (c) by confirmed fax, or (d) email to the address and/or fax number set forth In the applicable ClearGov Service order. A Party may change the street or emall address or fax number to which notice Is to be sent by giving written notice of such change. Notices will be deemed given when received as evidenced by verification from the courier company, the mall or confirmation of emall receipt or fax confirmation. 8.10) Titles & Subtitles. The titles and subtlties In this Agreement are used for convenience only and are not to be considered In construing it. i ClearGov, Inc. Service Agreement ver. 02,02,23 Page 4 of 4