2017-236-E HR - NEOGOV, Inc. for license subscription to NEOGOV Perform

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DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 fail to perform its duties under the terms of this Agreement, County may, without fault or penalty,withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Brenda Bartholomew, Human Resources Director) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. b. County shall be responsible, as between Provider and County, for the accuracy and completeness of all records and databases provided by County in connection with this Agreement for use on Provider's system. Provider will have no responsibility or liability for the accuracy of data entered into or uploaded to the system by County,including without limitation County Data and any other data uploaded by users. c. Acceptable Use County will comply with the Scope of Work associated with this agreement and refrain from: (i)providing System passwords or other log-in information to any third party except those specifically authorized to access the services in this agreement;(ii)share non-public System features or content with any third party; or (iii) access the System in order to build, assist, or facilitate the assembly of a competitive product or service,to build a product using similar ideas,features,functions or graphics of the System,or to copy any ideas,features,functions or graphics of the System. Unauthorized Access County will take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. County will notify Provider immediately of any known or suspected unauthorized use of the System or breach of its security and will use best efforts to stop said breach. 7. Insurance a. General Requirements.Provider shall obtain,at its sole expense,Commercial General Liability Insurance, Automobile Insurance,Workers'Compensation Insurance,and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements(each document is incorporated herein by reference and may be viewed at http://www.orangecountvnc.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity&Liability a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law.