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OPENGOV SOFTWARE SERVICES AGREEMENT 5.2 “Confidential Information"means all confidential business,technical,and financial information of the disclosing party that is marked as “Confidential”or an equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances surrounding the disclosure (including the terms of the applicable Software Agreement).OpenGov’s Confidential Information includes, without limitation, the software underlying the Software Services and all Documentation. 5.3 Notwithstanding the foregoing,“Confidential Information”does not include:(a)“Public Data,”which is data that the Customer has previously released to the public,would be required to release to the public,upon request,according to applicable federal,state,or local public records laws,or Customer requests OpenGov make available to the public in conjunction with the Software Services.Confidential Information does not include (b) information that has become publicly known through no breach by the receiving party;(c)information that was rightfully received by the Receiving Party from a third party without restriction on use or disclosure;or (d) information independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information. 6.PAYMENT OF FEES 6.1 Fees; Invoicing; Payment; Expenses. (a)Fees.The fees for the Software Services for the Initial Term and any Renewal Term (“Software Services Fees”)and the fees for Professional Services (“Professional Services Fees”)are set forth in the applicable Order Form.Software Services Fees and Professional Services Fees shall hereafter be referred to as “Fees”.Except to the extent otherwise expressly stated in this Agreement or in an Order Form,(i)all obligations to pay Fees are non-cancelable and all payments are non-refundable,(ii)Customer must pay all Fees due under all Order Forms and SOW within thirty (30)days after Customer receives each invoice (invoices are deemed received when OpenGov emails them to Customer ’s designated billing contact);(iii)the Software Service Fee shall be due annually in advance,and (iv)Customer must make all payments without setoffs,withholdings or deductions of any kind. (b)Annual Software Maintenance Price Adjustment.OpenGov shall increase the Fees payable for the Software Services during any Renewal Term by 5% each year of the Renewal Term. (c)Invoicing and Payment.OpenGov will invoice the Customer according to the Billing Frequency listed on the Order Form. Customer shall pay all invoices according to the Payment Terms listed on the Order Form. (d)Travel Expenses.Unless the SOW provides otherwise,OpenGov will invoice Customer for travel expenses,pre-approved by the Customer,incurred in connection with each SOW as they are incurred.Customer shall pay all such valid invoices within thirty (30)days of receipt of invoice.Each invoice shall include receipts for the travel expenses listed on the invoice. (e)Customer Delays; On Hold Fee. I.On Hold Notice.Excluding delays caused by Force Majeure as described in Section 10.5,if OpenGov determines that Customer’s personnel or contractors are not completing Customer ’s responsibilities described in the applicable SOW timely or accurately,OpenGov shall promptly,but in no event more than thirty (30)days from the date of such determination deliver to Customer a notice (an “On Hold Notice”)that (A)designates the Professional Services to be provided to the Customer as “On Hold”, (B)detail Customer ’s obligations and responsibilities necessary for OpenGov to continue performing the Professional Services,and (C)specify the Customer shall be invoiced for lost time in production (e.g. delayed or lost revenue resulting from rescheduling work on other projects,delay in receiving milestone payments from Customer,equipment,hosting providers and human resources idle)for a fee equal to 10%of the first year Software Service Fee (the “On Hold Fee”). II.Effects of On Hold Notice.Upon issuing an On Hold Notice,OpenGov shall be entitled, without penalty,to (A)reallocate resources otherwise reserved for the performance of the Professional Services,and (B)stop or caused to be stopped the Professional Services to be provided to the Customer Rev. 2018.01_210428