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P� <br /> Service Agreement <br /> THIS O -LINE SERVICES AGREEMENT(this"Agreement")is made ' d entered into this day of <br /> 2011, by and between GovernmentJobs.com, ne., a California corporation (d/b/a <br /> "NE OV"),and the County of Orange,NC a public entity acting by and through its duly appointed representative <br /> ("Customer"). <br /> 1. Provision of On-line Services. <br /> (a) Customer hereby engages NEOGOV,and NEOGOV hereby agrees(subj ct to the terms and conditions set forth <br /> herein),to provide the services(the"Services")more fully described in this A eementand in Exhibit A(Order Form). <br /> Customerhereby acknowledges and agrees that NEOGOV's provision and p rmance ofthe Services is dependent and <br /> conditioned upon Customer's full performanceof its duties,obligations and responsibilities hereunder. <br /> 2. Additional NEOGOV Responsibilities.In connection with the performance ofthis Agreement,NEOGOV shall be <br /> responsible for the following: <br /> i <br /> (a) NEOGOV shall provide all required hosting and operations support forlthe applications provided through this <br /> agreement. <br /> (b) NEOGOV shall follow those support, maintenance and other proced res and shall provide those support, <br /> maintenance and other services to Customer more fully described in this Agreement. <br /> (c) Upon the termination of this AgreementNEOGOV shall provide the Customer a relational database export of all <br /> customer data and NEOGOV shall destroy all copies of Customer's data. <br /> I <br /> (d) Customer shall have continuous access to its Insight data inchding archi al data. <br /> (e) NEOGOV shall notify Customer within 24 hours of a suspected breach lfustomerdata. NEOGOV will provide <br /> periodic reports on security analysis of any such breach until a final analysisbeen performed and results provided to <br /> Customer. <br /> (f) Customer can request periodically and within reason,summaries of security audits. <br /> (g) Customer can request performance reports no greater than on at least a gyarterly basis <br /> (h) In the event Customer cannot access Customer's data due to litigation be een or involving NEOGOV and a third <br /> party NEOGOV shall take immediate affirmative action to secure the release f,and/or access to,Customer's data. If <br /> such release and/or access cannot be secured within five(5)days of the loss lof access Customer may,at its option, <br /> terminate this Agreement pursuant to Section 9(e). <br /> I <br /> 3. Customer Responsibilities.In connection with the performance of this Agreement and the provision ofthe Services, <br /> Customer shall be responsible for the following: <br /> (a) NEOGOV's logos,including the"powered by"logo,may appear on the`jemployment opportunities", job <br /> description"and other pages of Customer's web site. <br /> (b) Customer shall be responsible for ensuring that Customer's use of the Sery ices and the performance of Customer's <br /> other obligations hereunder comply with all laws applicable to Customer. <br /> (c) Customer shall be responsible, as between NEOGOV and Customer,for the accuracy and completeness of all <br /> records and databases provided by Customer in connection with this Agreemelnt for use onNEOGOV's system. <br /> NEOGOV, Inc. Proprietary and Confidential Page 1 of 10 <br />