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loss,liability,claims or expense(including reasonable attorney's fees)arising From financial injury or loss, or bodily <br /> injury,including death or property damage,to any person or persons caused in whole or in part by the negligence or <br /> misconduct of the NEOGOV, except to the extent same are caused by the negligence or willful misconduct of the <br /> Customer. <br /> 9. Term and Termination. <br /> (a) This Agreement shall commence as of the date hereof and remain in effect for twelve(12)months unless terminated <br /> by either party as set forth herein("Initial Term"). <br /> (b) This Agreement may be renewed for additional terms("Renewal Term")equal in duration to the Initial Term <br /> provided Customer notifies NEOGOV at least thirty(30)days prior to the endof the Initial Term or a Renewal Term. <br /> (c) NEOGOV and the Customer reserve the right to terminate this Agreement immediately if the Services provided <br /> hereunder become illegal or contrary to any applicable law,rule,regulation or public policy. Each party shall have the <br /> right to terminate this Agreement upon sixty(60)days prior written notice to the other party. <br /> (d) Within sixty(60)days of notification of termination of thisAgreement,N OGOV shall provide Customer with a <br /> dedicated data files suitable for importation into commercially available data a software(e.g.,MS-Access or MS- <br /> SQL). The dedicated data files will be comprised of Customer's data contained'n NEOGOV's system. The structure of <br /> the relational database will be specific to the Customer's data and will not be re resentative ofthe proprietary NEOGOV <br /> database. <br /> (e) Customer may terminate this Agreement immediately if NEOGOV is notjfunctional for up to five(S) <br /> consecutive days,or up to 240 hours in a given 12 month spandue to issues within NEOGOV's control. This <br /> section shall not apply to regularly scheduled downtime for which Customer is provided prior written notification <br /> (f) In the event of Termination of this Agreement NEOGOV shall,within thirty(30)days of the date of termination, <br /> reimburse Customer a pro-rata amount of the payment,as reflected in Exhibit Aa for the unexpired portion of the term of <br /> this Agreement. <br /> 10. Payments. <br /> (a)Initial Term. See Exhibit A(Order Form). <br /> (b)Renewal Term(s). For each Renewal Term,NEOGOV will continue to provide Customer with the Services,and will <br /> provide maintenance and support services as described herein, provided ustomer issues a purchase order or <br /> modification to this Agreement and pays NEOGOV in advance the annual recurting charges then in effect. If there is an <br /> increase in annual maintenance and support charges,NEOGOV shall give Cus mer written notice of such increase at <br /> least thirty(30)days prior to the expiration of the applicable term. Any such r newal must be in the form of a written <br /> document signed by both parties. <br /> 11. Force Maieure. NEOGOV shall not be liable for any damages,costs,ex p nses or other consequences incurred by <br /> Customer or by any other person or entity as a result of delay in or inability to d liver any Services due to circumstances <br /> or events beyond NEOGOV's reasonable control,including,without limitations (i)acts of God;(ii)changes in or in the <br /> interpretation of any law,rule,regulation or ordinance;(iii)strikes,lockouts or Other labor problems;(iv)transportation <br /> delays;(v)unavailability of supplies or materials;(vi)fire or explosion;(vii)ript,military action or usurped power;or <br /> (viii)actions or failures to act on the part of a governmental authority. <br /> 12. Pit back Clause. It is understood and agreed by Customer and NE OV that any governmental entity may <br /> purchase the services specified herein in accordance with the prices,terms,and conditions of this agreement. It is also <br /> NEOGOV, Inc. Proprietary and Confidential Page 4 of 10 <br />