Res 2016-163/approving the procurement of NeoGov Applicant Tracking Software System licenses, support and maintenance from SHI Government Solutions through and in accordance with the State of Texas Department of Information Resources Contract #DIR-SDD-25

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NEOGOV party and that it will not, without the express prior written consent of the other party or except as required by law including the Public Records Act of the State of Texas, redistribute, market, publish, disclose or divulge to any other person, firm or entity, or use or modify for use, directly or indirectly in any way for any person or entity: (i) any of the other party's Confidential Information during the term of this Agreement and for a period of three(3)years after the termination of this Agreement or, if later, from the last date Services (including any warranty work) are performed by the disclosing party hereunder; and (ii) any of the other party's trade secrets at any time during which such information shall constitute a trade secret under applicable law. 8. Liability Limitations. (a) If promptly notified in writing of any action brought against the City based on a claim that NEOGOV's Services infringe a United States patent, copyright or trademark right of a third party(except to the extent such claim or infringement relates to any third party software incorporated into NEOGOV's applications), NEOGOV will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action (provided that the City shall permit NEOGOV to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without NEOGOV's prior written approval). (b) T h e City acknowledges and agrees: (i) that NEOGOV has no proprietary, financial, or other interest in the goods or services that may be described in or offered through the City's web site; and (ii) that except with respect to any material supplied by NEOGOV, the City is solely responsible (as between NEOGOV and the City ) for the content, quality, performance, and all other aspects of this commodity and the information or other content contained in or provided through City's web site. (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEOGOV DOES NOT MAKE ANY WARRANTIES TO THE CITY 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. NEOGOV SHALL NOT BE LIABLE TO CITY OF SAN MARCOS 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. (d) Under no circumstances shall NEOGOV's total liability to the City 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 the aggregate amount of fees and revenue received by NEOGOV hereunder for the term(s) and restrictions provided in Exhibit A (Order Form); provided,however that the foregoing limitations set forth in this Section 8(d)shall not apply to actions brought under 8(a)above or to any injury to persons or damages to property arising out of NEOGOV's gross negligence or willful, gross misconduct. 9. Term and Termination. (a) This Agreement shall commence as of the date specified in the first paragraph of this Agreement and will remain in effect in accordance with the term(s) and restrictions set forth in Exhibit A(Order Form), unless terminated by either party as set forth herein ("Initial Term"). (b) This Agreement may be renewed for additional terms ("Renewal Term") equal in duration to the Initial Term provided the City notifies NEOGOV at least thirty(30) days prior to the end of the Initial Term or a Renewal Term. (c) NEOGOV reserves the right to terminate this Agreement immediately if the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation or public policy. Each party shall have the right to terminate this Agreement for convenience and without cause upon sixty (60) calendar days prior written notice to the other party. NEOGOV Page 3 of 10