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

Browse Search

DocuSign Envelope ID:E53B24FF-8900-482C-BC81-C6277D8784B3 b. TO THE EXTENT ALLOWABLE BY NORTH CAROLINA LAW, OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER DOES NOT MAKE ANY WARRANTIES TO COUNTY OR ANY OTHER PERSON OR ENTITY, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. PROVIDER SHALL NOT BE LIABLE TO COUNTY OR TO ANY OTHER PERSON OR ENTITY, UNDER ANY CIRCUMSTANCE OR DUE TO ANY EVENT WHATSOEVER, FOR CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, LOSS OF USE OR BUSINESS STOPPAGE. c. To the extent allowable by North Carolina law, under no circumstances shall PROVIDER's total liability to County or any other person,regardless of the nature of the claim or form of action(whether arising in contract, tort, strict liability or otherwise), exceed five times (5x) the aggregate amount of fees and revenue received by PROVIDER hereunder for the Initial Term(s) and restrictions provided in Exhibit A(Order Form); provided, however that the foregoing limitations set forth in this Section 8(c) shall not apply to actions brought under 8(a) above or to any injury to persons or damages to property arising out of PROVIDER's gross negligence or willful, gross misconduct. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination (a) PROVIDER reserves the right to terminate this Agreement immediately if the Services provided hereunder become illegal or contrary to any applicable law,rule,regulation,public policy. (b) County shall have the right to terminate this Agreement(i) upon expiration of the then-current license term,or(ii)upon material breach of any of the terms of this Agreement,provided that Provider has not taken all reasonable actions to remedy the breach. County shall give Provider thirty (30) days prior written notice of its intent to terminate this Agreement for cause. The term shall renew automatically for successive one- year terms unless County provides written notice of its intent not to renew to the other party at least thirty(30)days before the expiration of the then-current license term. (c) Upon termination County may elect to receive either associated data files from the system or read only access for a determined period. i. County Data Post-Termination:Upon request within ninety(90)days of expiration of the final license term,Provider shall provide County with a dedicated data file from the system(s),or provide a proprietary and confidential delete of data.The dedicated data files will be comprised of County's standard data contained in Provider's Insight system.The structure of the relational database will be specific to the County's data and will not be representative of the proprietary Provider database.For data residing on Provider systems for more than ninety(90)days after the date of expiration and termination of this Agreement,Provider retains the right to purge such data from Provider systems. ii. Read Only Access:If County requests Provider maintain read-only access after termination of this Agreement,County acknowledges and agrees to an upfront payment worth 10%of the annual license of this Agreement.Access to the system(s)shall be limited to the functionality included at time of termination