HomeMy WebLinkAboutOpen Gov 2023-01-19 COU 2223-196
J O P E N G O V PO Box 4Inc.
PO Box 41340
San Jose,CA 95160
United States
Quote Number: OG-OOCA7721
Created On: 1/19/2023 Prepared By: Jenny Russell
Order Form Expiration: 3/31/2023 Email: jrussell@opengov.com
Subscription Start Date: 4/1/2023 Contract Term: 36 Months
Subscription End Date: 3/31/2026
Customer Information
Customer: City of Ukiah,CA Contact Name: Dan Buffalo
Bill To/Ship To: 300 Seminary Avenue Email: dbuffalo@cityofiikiah.com
Ukiah,California 95482
United States
Order Details
Billing Frequency: Annually in Advance
Payment Terms: Net Thirty(30)Days
SOFTWARE SERVICES:
Product/Service Start Date End Date Annual Fee
OpenGov Reporting&Transparency 4/l/2023 3/31/2024 $24,885.00
Performance Measures,Stories,ERP Integration
OpenGov Reporting&Transparency 4/l/2024 3/31/2025 $26,129.25
Performance Measures,Stories,ERP Integration
OpenGov Reporting&Transparency 4/l/2025 3/31/2026 $27,435.71
Performance Measures,Stories,ERP Integration
Annual Subscription Total: $24,885.00
Billing Table:
Billing Date Amount Due
April 1,2023 $24,885.00
April 1,2024 $26,129.25
April 1,2025 $27,435.71
Order Form LegalTerms
Welcome to OpenGov!Thanks for using our Software Services.This Order Form is entered into between OpenGov,Inc.,with its principal place of business at PO Box 41340,San Jose,CA 95160
("OpenGov"),and you,the entity identified above("Customer'),as of the Effective Date.This Order Form includes and incorporates the OpenGov Software Services Agreement("SSA")executed by the
parties and attached,or if no such SSA is executed or attached,the SSA at https://opengov.com/terms-of-service and the applicable Statement of Work("SOW")incorporated herein in the event
Professional Services are purchased.The Order Form,SSA and SOW shall hereafter be referred to as the"Agreement".Unless otherwise specified above,fees for the Software Services and Professional
Services shall be due and payable,in advance,on the Effective Date.By signing this Agreement,Customer acknowledges that it has reviewed,and agrees to be legally bound by,the OpenGov Terms and
Conditions.Each parry's acceptance of this Agreement is conditional upon the other's acceptance of the terms in the Agreement to the exclusion of all other terms.
City of Ukiah,CA OpenGov,Inc.
Signature7--- � Signature:
Name: Sage Sangiacomo Name:
Title: Title:
City Manager
Date: Apr
28, 2023 Date:
OPENGOV SOFTWARE SERVICES AGREEMENT
OPENGOV SOFTWARE SERVICES AGREEMENT
This Software Services Agreement (this "Agreement") is entered into by OpenGov, Inc., a Delaware corporation
with a principal place of business at 6525 Crown Blvd #41340, San Jose, CA 95160 ("OpenGov") and the
customer listed on the signature block below ("Customer"), 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.
1. DEFINITIONS
"Customer Data" means data that is provided by Customer to OpenGov pursuant to this Agreement (for
example, by email or through Customer's software systems of record). 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, which shall be for a period of equal duration as the
Initial Term, for which this Agreement is extended pursuant to Section 7.2.
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 & Service Levels. 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. Customer may report issues any time. However, OpenGov will address issues during business
hours. OpenGov will provide support for the Software Services in accordance with the Support and Software
Service Levels found at https://opengov.com/service-sla, as long as Customer is entitled to receive support under
the applicable Order Form and this Agreement.
2.3 Professional Services.
(a) If OpenGov or its authorized independent contractors provides professional services to Customer, such
as implementation services, then these professional services will be described in a statement of work ("SOW")
agreed to by the parties (the "Professional Services"). Unless otherwise specified in the SOW, any pre-paid
Professional Services Fees must be utilized within one (1) year from the Effective Date. Any unused pre-paid
Professional Services Fees shall be forfeited.
(b) Unless the SOW provides otherwise, all reasonable travel expenses, pre-approved by Customer and
incurred by OpenGov in performing the professional services will be reimbursed by Customer. Travel expenses
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include cost of coach airfare travel round trip from the individual's location to Customer's location, reasonable
hotel accommodations, ground transportation and meals.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than
as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to:
(a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any
benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with
the Software Services; (f) use the Software Services in violation of applicable law; or(g)transfer any confidential
personally identifiable information to OpenGov or the Software Services platform.
3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party
software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use
the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible
with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files,
and (c) all uses of Customer user accounts by any party other than OpenGov.
4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all
Intellectual Property Rights in the Software Services. The look and feel of the Software Services, including any
custom fonts, graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or
use them, in whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under
this Agreement, OpenGov hereby grants to Customer a non-exclusive, royalty-free license during the Term to use
the Software Services.
4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual
Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit
its partners (which include, without limitation the hosting providers of the Software Services) to, use, store, edit
and reformat the Customer Data, and to use Customer Data for purposes of sales, marketing, business
development, product enhancement, customer service, or for analyzing such data and publicly disclosing such
analysis ("Insights"), provided that in all such uses Customer Data is rendered anonymous such that Customer is
no longer identifiable.
4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at
any time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to
return Customer Data to Customer.
4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
improvements and modifications.
5. CONFIDENTIALITY
5.1 Each party (the "Receiving Party") agrees not to disclose any Confidential Information of the other party
(the "Disclosing Party") without the Disclosing Party's prior written consent, except as provided below. The
Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this
Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs
with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care.
Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by
law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or
limit disclosure is given to the Disclosing Party.
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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 (including the terms of the applicable Software Agreement). 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.
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) Annual Software Maintenance Price Adjustment. OpenGov shall increase the Fees payable for the
Software Services during any Renewal Term by 5% each year of the Renewal Term.
(c) 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.
(d) 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.
(e) 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 thirty (30) days from the date of such determination deliver to Customer a notice (an "On
Hold Notice") that (A) designates the Professional Services to be provided to the Customer as "On Hold",
(B) detail Customer's obligations and responsibilities necessary for OpenGov to continue performing the
Professional Services, and (C) specify the Customer shall be invoiced for lost time in production (e.g.
delayed or lost revenue resulting from rescheduling work on other projects, delay in receiving milestone
payments from Customer, equipment, hosting providers and human resources idle)for a fee equal to 10% of
the first year Software Service Fee (the "On Hold Fee").
II. Effects of On Hold Notice. Upon issuing an On Hold Notice, OpenGov shall be entitled,
without penalty, to (A) reallocate resources otherwise reserved for the performance of the Professional
Services, and (B) stop or caused to be stopped the Professional Services to be provided to the Customer
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OPENGOV SOFTWARE SERVICES AGREEMENT
until the Customer has fulfilled its obligations as set forth in the On Hold Notice. OpenGov shall remove the
"On Hold" status, only upon Customer's fulfillment of its obligations set out in the On Hold Notice, including
payment of the On Hold Fee. Upon Customer's fulfillment of its obligations in the On Hold Notice, OpenGov
may, in its sole discretion, extend the timeline to complete certain Professional Services up to six (6)weeks,
depending on the availability of qualified team resources (OpenGov cannot guarantee that these team
resources will be the same as those who were working on the project prior to it being placed On Hold).
OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional
Services occasioned by Customer's failure to complete Customer's responsibilities or adhere to a Customer
schedule which were brought to the attention of the Customer on a timely basis, unless such delays result,
directly or indirectly from the failure of OpenGov or its authorized independent contractors to perform the
Professional Services in accordance with this Agreement or applicable SOW.
6.2 Consequences of Non-Payment. If Customer fails to make any payments required under any Order Form
or SOW, then in addition to any other rights OpenGov may have under this Agreement or applicable law, (a)
Customer will owe late interest penalty of 1.5% of the outstanding balance per month, or the maximum rate
permitted by law, whichever is lower and (b) If Customer's account remains delinquent (with respect to payment of
a valid invoice) for thirty (30) days after receipt of a delinquency notice from OpenGov, which may be provided via
email to Customer's designated billing contact, OpenGov may temporarily suspend Customer's access to the
Software Service for up to ninety (90) days to pursue good faith negotiations before pursuing termination in
accordance with Section 7. Customer will continue to incur and owe all applicable Fees irrespective of any such
Service suspension based on such Customer delinquency.
6.3 Taxes. All Fees under this Agreement are exclusive of any applicable sales, value-added, use or other
taxes ("Sales Taxes"). Customer is solely responsible for any and all Sales Taxes, not including taxes based
solely on OpenGov's net income. If any Sales Taxes related to the Fees under this Agreement are found at any
time to be payable, the amount may be billed by OpenGov to, and shall be paid by, Customer. If Customer fails to
pay any Sales Taxes, then Customer will be liable for any related penalties or interest, and will indemnify
OpenGov for any liability or expense incurred in connection with such Sales Taxes. In the event Customer or the
transactions contemplated by the Agreement are exempt from Sales Taxes, Customer agrees to provide
OpenGov, as evidence of such tax exempt status, proper exemption certificates or other documentation
acceptable to OpenGov.
7. TERM &TERMINATION
7.1 Term. Subject to compliance with all terms and conditions, the term of this Agreement shall commence on
the Effective Date and shall continue until the Subscription End Date specified on the Order Form (the "Initial
Term") unless sooner terminated pursuant to Section 7.3 below.
7.2 Renewal. This Agreement shall automatically renew for another period of the same duration as the Initial
Term (the "Renewal Term" and together with the Initial Term, the "Term"), unless either party notifies the other
party of its intent not to renew this Agreement in writing no less than thirty (30) days before the end of the Initial
Term.
7.3 Termination. Neither party shall have the right to terminate this Agreement without a legally valid cause. If
either party materially breaches any term of this Agreement and fails to cure 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 party may
terminate this Agreement.
7.4 Effect of Termination.
(a) In General. Upon termination pursuant to Section 7.3 or expiration of this Agreement pursuant to
Section 7.1: (a) Customer shall pay in full for all Software Services and Professional Services performed up to
and including the effective date of termination or expiration, (b) all Software Services provided to Customer
hereunder shall immediately terminate; and (c) each party shall return to the other party or, at the other party's
option, destroy all Confidential Information of the other party in its possession.
(b) Deletion of Customer Data. Unless otherwise requested pursuant to this Section 7.4(b), upon the
expiration or termination of this Agreement the Customer Data, excluding any Insights, shall be deleted pursuant
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to OpenGov's standard data deletion and retention practices. Upon written request, Customer may request
deletion of Customer Data, excluding any Insights, prior to the date of termination or expiration of this Agreement.
Such request must be addressed to "OpenGov Vice President, Customer Success" at OpenGov's address for
notice described at Section 10.
7.5 Survival. The following sections of this Agreement shall survive termination: Section 5 (Confidentiality),
Section 6 (Payment of Fees), Section 7.4(b) (Deletion of Customer Data), Section 8.3 (Warranty Disclaimer),
Section 9 (Limitation of Liability) and Section 10 (Miscellaneous).
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1 By OpenGov.
(a) General Warranty. OpenGov represents and warrants that: (i) it has all right and authority necessary to
enter into and perform this Agreement; and (ii) the Professional Services, if any, will be performed in a
professional and workmanlike manner in accordance with the related statement of work and generally prevailing
industry standards. For any breach of the Professional Services warranty, Customer's exclusive remedy and
OpenGov's entire liability will be the re-performance of the applicable services. If OpenGov is unable to
re-perform all such work as warranted, Customer will be entitled to recover all fees paid to OpenGov for the
deficient work. Customer must make any claim under the foregoing warranty to OpenGov in writing within ninety
(90) days of performance of such work in order to receive such warranty remedies.
(b) Software Services Warranty. OpenGov further represents and warrants that for a period of ninety (90)
days, the Software Services will perform in all material respects in accordance with the Documentation. The
foregoing warranty does not apply to any Software Services that have been used in a manner other than as set
forth in the Documentation and authorized under this Agreement. OpenGov does not warrant that the Software
Services will be uninterrupted or error-free. Any claim submitted under this Section 8.1(b) must be submitted in
writing to OpenGov during the Term. OpenGov's entire liability for any breach of the foregoing warranty is to repair
or replace any nonconforming Software Services so that the affected portion of the Software Services operates as
warranted or, if OpenGov is unable to do so, terminate the license for such Software Services and refund the
pre-paid, unused portion of the Fee for such Software Services.
8.2 By Customer. Customer represents and warrants that (i) it has all right and authority necessary to enter
into and perform this Agreement; and (ii) OpenGov's use of the Customer Data pursuant to this Agreement will
not infringe, violate or misappropriate the Intellectual Property Rights of any third party.
8.3 Disclaimer. OPENGOV DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT AS SET FORTH IN THIS
SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED "AS IS" AND OPENGOV DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
9.1 By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR
OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA
OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; OR (C)
FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2 By Amount. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY
CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY
CUSTOMER TO OPENGOV(OR, IN THE CASE OF CUSTOMER, PAYABLE) FOR THE SOFTWARE SERVICES
UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.
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9.3 Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and 9.2 above do not
apply to, and each party accepts liability to the other for: (a) claims based on either party's intentional breach of its
obligations set forth in Section 5 (Confidentiality), (b) claims arising out of fraud or willful misconduct by either
party and (c) either party's unauthorized use, distribution, or disclosure of the other party's intellectual property.
9.4 No Limitation of Liability by Law. Because some jurisdictions do not allow liability or damages to be
limited to the extent set forth above, some of the above limitations may not apply to Customer.
10. MISCELLANEOUS
10.1 Logo Use. OpenGov shall have the right to use and display Customer's logos and trade names for
marketing and promotional purposes in connection with OpenGov's website and marketing materials, subject to
Customer's trademark usage guidelines provided to OpenGov.
10.2 Notice. Ordinary day-to-day operational communications may be conducted by email, live chat or
telephone communications. However, for notices, including legal notices, required by the Agreement(in Sections
where the word "notice" appears) the parties must communicate more formally in a writing given by personal
delivery, by pre-paid first-class mail or by overnight courier to the address specified in the most recent Order Form
(or such other address as may be specified in writing in accordance with this Section).
10.3 Anti-corruption. OpenGov has not offered or provided any bribe, kickback, illegal or improper payment,
gift, or thing of value to any Customer personnel in connection with the Agreement, other than reasonable gifts
and entertainment provided Customer in the ordinary course of business. If OpenGov become aware of any
violation of the above restriction then OpenGov shall promptly notify Customer.
10.4 Injunctive Relief. The parties acknowledge that any breach of the confidentiality provisions or the
unauthorized use of a party's intellectual property may result in serious and irreparable injury to the aggrieved
party for which damages may not adequately compensate the aggrieved party. The parties agree, therefore, that,
in addition to any other remedy that the aggrieved party may have, it shall be entitled to seek equitable injunctive
relief without being required to post a bond or other surety or to prove either actual damages or that damages
would be an inadequate remedy.
10.5 Force Majeure. Neither party shall be held responsible or liable for any losses arising out of any delay or
failure in performance of any part of this Agreement, other than payment obligations, due to any act of god, act of
governmental authority, or due to war, riot, labor difficulty, failure of performance by any third-party service,
utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or
prevented from performing.
10.6 Severability: Waiver. If any provision of this Agreement is found to be unenforceable or invalid, that
provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise
remain in full force and effect and enforceable. Any express waiver or failure to exercise promptly any right under
this Agreement will not create a continuing waiver or any expectation of non-enforcement. There are no
third-party beneficiaries to this Agreement.
10.7 Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer
this Agreement or any of its rights or obligations to a third party without the other party's prior written consent,
which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such
consent but upon written notice, its rights and obligations under this Agreement to: (i) its corporate affiliate; or(ii)
any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through
purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. This Agreement
shall inure to the benefit of and bind each party's permitted assigns and successors.
10.8 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of
this Agreement and neither party has any authority of any kind to bind the other party in any respect.
10.9 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party
will be entitled to recover costs and attorneys'fees.
10.10 Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of California
without regard to its conflict of laws provisions. Exclusive jurisdiction for litigation of any dispute, controversy or
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claim arising out of or in connection with this Agreement shall be only in the Federal or State court with competent
jurisdiction located in San Mateo County, California, and the parties hereby submit to the personal jurisdiction and
venue therein.
10.11 Complete Agreement. This Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral agreements,
communications, and other understandings relating to the subject matter of this Agreement. No modification of
this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
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