2021-332-IT-NWN Corporation-DUO Deployment

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Orange County Government 8 Q-20526 June 15, 2021  Customer will be responsible to have complete backups of any data prior to commencement of our services. NWN assumes no responsibility for lost data.  NWN Standard Business Hours are Monday thru Friday, 8am to 5pm. All work effort noted above is estimated to be completed during this timeframe, and NWN will bill actual hours as incurred with a 4-hour minimum charge for all onsite work effort. If after-hours work is required, then a change order will be required.  NWN will provide knowledge transfer to Customer staff throughout the engagement. Knowledge transfer is not intended to replace formal technical training and certification.  Customer must have ACTIVE manufacturer support contracts on any existing equipment that NWN will be performing work on during this work effort. Terms and Conditions Customer shall be billed in accordance with the Billing and Subscription Terms set forth herein for the terms beginning on the Subscription Start Date. The Subscription Start Date shall begin on the SOW Effective Date and for the length set forth in the Subscription Term. Unless Customer notifies NWN in writing at least ninety (90) days prior to the Subscription Renewal Date, Customer’s Subscription Term will automatically renew on annual terms. The Payment Frequency set forth in the table above details the timing and amount of the charges due under this SOW. Customer shall be billed the Non-recurring Charge and the Subscription Charge on the SOW Effective Date and in accordance with the Payment Frequency set forth in the Billing and Subscription Terms table set forth above. For example, a Payment Frequency of “Full Term” shall mean that the Customer is agreeing to pay for the entire Subscription Term’s Non-recurring Charges and Recurring Charges upfront and such payment shall be invoiced as of the SOW Effective Date. This SOW and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually executed Master Products and Services Agreement or Master Services Agreement that authorizes the purchase(s) herein between NWN and Customer; or (ii) where NWN and Customer have not executed such an agreement, the terms and conditions set forth at https://www.nwnit.com/service-description/ shall apply (the online terms and conditions and the applicable agreement shall each be deemed the “Agreement”). For the avoidance of doubt, in the event of any conflict between the terms of this SOW and the Agreement, the terms of this SOW shall prevail. To the extent the name of the Agreement does not correspond with those referenced above but authorize Customer to purchase Products or Services from NWN, those agreements shall additionally be deemed Agreements for the purposes of this SOW. Any terms not defined in this SOW shall be set forth in the Agreement. The pricing contained in this SOW is valid for thirty (30) days from date of issue. Applicable shipping charges, taxes, and if applicable, telecommunications surcharges and fees, will be billed by NWN and itemized on a separate line item(s) on NWN’s invoice. In the event Customer does not execute this SOW and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this SOW and any additional or different terms in such Purchase Order will not bind NWN without its written consent to amend the terms of the SOW. Provided no additional or different terms are contained in a Purchase Order, NWN may reject a Purchase Order in its sole discretion within two (2) business days from its receipt and after which time such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event Customer chooses to place a Purchase Order rather than signing this SOW, the date of the Accepted Purchase Order shall be considered the SOW Effective Date. DocuSign Envelope ID: D5E822B6-CEA5-42BA-9CEC-DFE6C888D91E