8-MARICOPA COUNTY SHERIFF'S OFFICE CONTRACT 10072024 NGV SIGNED V.2.PDF

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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SERVICES AGREEMENT 
V050724 
You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” 
“Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription 
term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set 
forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for 
and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design 
PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” 
means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). 
“Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents 
incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). 
“Addendum” means each Addendum set forth as an Exhibit hereto and, as applicable, made a part of this Agreement. “Special 
Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either 
drafted, or incorporated by reference, into the Order Form. 
1. 
Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its 
SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order 
Form (collectively referred to as the “Services”). Customer hereby acknowledges and agrees that NEOGOV’s provision and 
performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its 
duties, obligations and responsibilities hereunder. This Agreement entered into as of November 1, 2024 (the “Effective Date”). 
The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties. 
 
2. 
SaaS Subscription. 
 
a) 
Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application 
that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated 
components as described in any written service specifications made available to Customer by NEOGOV (the “Service 
Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and 
conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- 
sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS 
Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, 
and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized 
Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS 
Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who 
are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services 
Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits 
(if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a 
direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of 
monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You 
shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with 
applicable terms and conditions of this Agreement. 
 
b) 
Subscription Term. As specified in the applicable Order Form, the SaaS Subscriptions shall commence on the February 
26, 2025 and remain in effect through February 25, 2027, unless terminated earlier in accordance with this Agreement 
(the “Initial Term”). 
3. 
Customer Responsibilities. 
a) 
Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement. 
Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and 
provision of the Service to the Customer. 
 
b) 
Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. 
 
i) 
Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s 
account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is 
solely in control of the individual permissions on the Customer’s account.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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ii) 
Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the 
Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and 
processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an 
Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations 
under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make 
any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone 
other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, 
license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a 
service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store 
or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation 
of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services 
to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, 
worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services 
(including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) 
attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse 
engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, 
feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or 
notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or 
(i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws. 
 
4. 
Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an 
applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable 
milestones, dependencies, and other technical specifications or related information. Professional Services include training, 
set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the 
terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject 
to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, 
and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs 
must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement 
and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the 
event of a conflict with the terms of the SOW. 
 
5. 
Payment Terms. 
 
a) 
Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service 
fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the 
date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each annual fee. 
Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall 
be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly 
provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount 
that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% 
per month or the maximum rate permitted by law, whichever is lower. If any amount owing by Customer is more than 
30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts 
are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an 
Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number 
of Authorized Users or employees set forth in the Order Form. 
 
b) 
Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, 
without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this 
Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. 
Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the 
Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. 
 
c) 
Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's 
convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any 
purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included 
in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, 
none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms 
and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not 
be a waiver of the terms set forth in this provision or in this Agreement.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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6. 
Term and Termination. 
 
a) 
Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have 
expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in 
accordance with this Agreement. 
 
b) 
Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in 
material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s 
written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the 
event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV 
or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration 
or any termination of this Agreement, Customer, after being notified in writing if terminated by NEOGOV, shall cease 
all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer 
shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to 
NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the 
Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 
7. 
Audit Rights. 
 
a) 
Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance 
with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates 
that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the 
amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals 
underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due 
to NEOGOV. 
b) 
The Customer may, at reasonable times and places, audit the financial books, records, and back-up documentation of 
NEOGOV. NEOGOV shall maintain the books, records, accounts, statements, reports, files, and other records and back- 
up documentation that relate to this Agreement for six (6) years from the date of final payment under this Agreement, or 
until after the resolution of any audit questions, which could be more than six (6) years, whichever is latest. 
 
c) 
The Customer is entitled to audit the books, records, accounts, statements, reports, files, and other records and back-up 
documentation of NEOGOV or any of its subcontractors under this Agreement or subcontract to the extent that the books, 
records, and back-up documentation relate to the performance of the Agreement or subcontract. The books, records, 
accounts, statements, reports, files, and other records shall be maintained by NEOGOV for a period of six (6) years from 
the date of final payment under this Agreement and by the subcontractors for a period of six (6) years from the date of 
final payment under subcontract, or until after the resolution of any audit questions, which could be more than six (6) 
years, whichever is latest. All such information examined or obtained in connection with an audit shall constitute 
NEOGOV’s Confidential Information and may only be used for the purpose described above. Notwithstanding the 
foregoing, Customer shall not be entitled to examine any legally privileged or highly sensitive information of NEOGOV, 
such as budgeting models and methodologies, information about compensation to employees and contractors, trade 
secrets, and information belonging to third parties which NEOGOV is required to keep confidential, without first signing 
a non-disclosure agreement agreed to by Customer and NEOGOV. 
 
 
8. 
Maintenance; Modifications; Support Services. 
a) 
Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the 
Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV 
may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the 
Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying 
NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. 
Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional 
cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform 
updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV 
shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per 
customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or 
modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services 
due to a modification, Update, or Upgrade of the Services.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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b) 
Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and 
implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services. 
NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and 
distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal 
business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self- 
review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard 
features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer 
Personnel conducting day-to-day activities. 
 
c) 
Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials 
and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable 
Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer 
questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins 
grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s 
responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole 
or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV 
may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. 
d) 
Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. 
Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV 
support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any 
problem is dependent on the type of case. 
 
e) 
Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any 
maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual 
data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process 
consultation. 
 
9. 
NEOGOV Intellectual Property Rights. 
 
a) 
NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property 
developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or 
object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other 
distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV 
Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual 
Property to Customer or any of its users. All intellectual property rights not expressly granted herein are reserved by 
NEOGOV. Other than recommended use or as required by law, all use of NEOGOV trademarks must be pre-approved 
by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any 
combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, 
logo, design mark, or domain name, whether or not registered. 
 
b) 
Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other 
feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a 
nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to 
NEOGOV on an “as-is” basis without warranties of any kind. 
10. Data Processing and Privacy. 
 
a) 
Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to 
NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services 
to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV. 
NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV 
Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer 
exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, 
use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services. 
Unless otherwise required by applicable law or by a court order from a court with competent jurisdiction, NEOGOV 
reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services 
upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if 
NEOGOV otherwise reasonably believes any such content is in violation of this Agreement.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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b) 
Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on 
behalf of Customer or any user, including statistical or other analysis and performance information related to the provision 
and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well 
as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing. 
NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges 
NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV 
may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither 
identifies Customer or its users, nor can Customer or any of its users be derived from such data. 
 
c) 
Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) 
made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and 
governs NEOGOV's processing of Personal Data. 
 
d) 
Data Responsibilities. 
 
i) 
NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection 
of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be 
limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel 
except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by 
applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is 
commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s 
cloud infrastructure providers. 
 
ii) 
Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, 
including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for 
the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, 
Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the 
accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users 
of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents 
from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, 
retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. 
NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless 
otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly 
sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall 
provide and institute all appropriate tools and procedures required to ensure the security of its own information 
system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. 
 
e) 
Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of 
Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the 
nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably 
cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or 
Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be 
responsible for such notification. 
 
f) 
Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time 
during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible 
for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete 
Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, 
NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy 
the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by 
NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as 
otherwise required by applicable law or by a court order from a court with competent jurisdiction, NEOGOV will have 
no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of 
this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with 
respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such 
determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration 
of the retention period required by applicable law, rule or regulation or by a court order from a court with competent 
jurisdiction, NEOGOV disclaims all liability in in connection with retaining such Customer Data including but not limited 
to any claims related to loss or destruction of such Customer Data.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by 
third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall 
not be liable for any inaccuracies contained in any content provided in any of the Third Party Services, except to the extent 
that subcontractors of NEOGOV are liable to NEOGOV under a subcontract for any such inaccuracies. NEOGOV makes no 
representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV 
may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third 
party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer 
has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid 
fees for such Third Party Services covering the remainder of the Subscription Term. 
 
12. Nondisclosure. 
a) 
Definition of Confidential Information. “Confidential Information” means all information disclosed by a party 
(“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential 
or that reasonably should be understood to be confidential given the nature of the information and the circumstances of 
disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information 
includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the 
terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, 
technology and technical information, product plans and designs, and business processes disclosed by such party. 
However, Confidential Information does not include any information that (a) is or becomes generally known to the public 
without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure 
by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party 
without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving 
Party. 
 
b) 
Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own 
confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the 
Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the 
Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees 
and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality 
agreements with the Receiving Party containing protections not less protective of the Confidential Information than those 
herein. 
 
c) 
Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled 
by applicable law or by a court order from a court with competent jurisdiction to do so, provided the Receiving Party 
gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable 
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 
 
d) 
Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions 
of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing 
Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect 
to any such breach or potential breach in addition to any other remedies available to it at law or in equity. 
 
13. Representations, Warranties, and Disclaimers. 
a) 
Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority 
under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the 
execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument 
or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any applicable law or 
regulation of any court, governmental body or administrative or other agency having jurisdiction over it. 
b) 
Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) 
Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without 
violating any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does 
not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use 
the Service in compliance with all applicable laws, rules, regulations, and this Agreement. 
 
c) 
Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level 
of care and skill and in a professional manner in accordance with generally recognized industry standards for similar 
services.

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d) 
No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, 
THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” 
BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND 
HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, 
BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, 
NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, 
USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE 
UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE 
CORRECTED. 
 
e) 
Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT 
CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE 
INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES 
PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD 
PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS 
THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL 
ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT 
GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND 
ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD 
PARTY SERVICES, EXCEPT TO THE EXTENT THAT SUBCONTRACTORS OF NEOGOV ARE LIABLE TO 
NEOGOV UNDER A SUBCONTRACT FOR SUCH EVENTS. 
f) 
No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to 
Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. 
NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such 
healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide 
medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or 
otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute 
medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical 
conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR 
ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION 
THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES. 
 
14. Indemnification. 
 
a) 
RESERVED 
 
b) 
NEOGOV General Indemnity. 
 
i) 
To the fullest extent permitted by law and to the extent not covered by NEOGOV’S insurance, NEOGOV shall 
defend, hold harmless, and indemnify the Customer from all third party claims, suits, damages, losses, or 
actions to the extent arising from: (a) NEOGOV’s violation of applicable law, (b) bodily injury, death, or 
personal tangible property damages; or (c) NEOGOV’s gross negligence or willful misconduct. NEOGOV’s 
indemnity does not extend to any loss arising from (i) the negligence or willful misconduct of any of the 
Customer; (ii) third-party materials or data; (iii) access to or use of the NEOGOV’s materials in combination 
with any hardware, system, software, network, or other materials or service not provided by NEOGOV or 
specified for Customer’s use in the Documentation; (iv) modification of NEOGOV’s materials other than by 
or on behalf of NEOGOV; or with NEOGOV’s written approval in accordance with NEOGOV’s written 
specification; or (v) failure to timely implement any modifications, upgrades, replacements, or enhancements. 
THIS SECTION SETS FORTH CUSTOMER’S SOLE REMEDIES AGAINST NEOGOV FOR ANY SUCH 
ACTUAL, THREATENED, OR ALLEGED THIRD PARTY CLAIMS AGAINST CUSTOMER AND, 
EXCEPT TO THE EXTENT SUCH CLAIMS ARE OTHERWISE COVERED BY NEOGOV’S 
INSURANCE, SETS FORTH NEOGOV’S SOLE LIABILITY AND OBLIGATION TO CUSTOMER FOR 
SUCH CLAIMS. 
ii) 
The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting 
the scope of the indemnity in this paragraph. 
 
iii) 
The scope of NEOGOV’s general indemnification does not extend to the sole negligence of County.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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c) 
NEOGOV Infringement Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third 
party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by 
Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and 
indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement 
or the settlement agreed to by NEOGOV. 
 
i) 
Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third 
party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or 
obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may 
end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months 
that would have remained, absent such early termination, following the effective date of such early termination. 
 
ii) 
No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service 
Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service 
Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered 
current version of the Services or Service Specifications which was provided to Customer, or if the Customer 
continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer 
to the extent that an infringement claim is based upon any information, design, specification, instruction, software, 
data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an 
infringement claim that is based upon the combination of Service or Service Specifications with any products or 
services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s 
actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the 
Agreement would not otherwise infringe any third-party intellectual property rights. 
 
iii) Exclusive Remedy. This subsection (c) provides the exclusive remedy for any intellectual property infringement 
claims or damages against NEOGOV. 
 
d) 
Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) 
promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at 
the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to 
control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s 
prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability. 
The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of 
its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the 
indemnifying party. 
 
 
15. Limitations of Liability. 
 
a) 
EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO 
EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS 
AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING 
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, 
INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR 
DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF 
THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR 
SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS 
OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, 
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS 
OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR 
SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE 
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
 
b) 
CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT 
BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER 
THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS 
AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO 
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL 
OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY 
RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE 
EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. 
 
16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving either 
party and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served 
to the other party requesting copies of documents maintained by that party or otherwise requesting that party to appear as a 
witness in any capacity or provide testimony with respect to litigating party’s documentation, the litigating party shall 
reimburse the other party for its out-of-pocket costs associated with compliance with such request, including but not limited 
to that party’s reasonable attorneys’ fees. 
 
17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support 
of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end 
of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months 
prior written notice directly to Customer. Customer will have a period of six (6) months after receipt of such notice to upgrade 
to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of 
such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to 
Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of 
the rights set forth in this Agreement with respect to such EOL Service. 
18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job 
application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text 
message services depend on the functionality of third-party providers, there may be technical delays on the part of those 
providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate 
information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable 
for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions 
taken or not taken by you or any third party in reliance on an alert, except to the extent that subcontractors of NEOGOV are 
liable to NEOGOV under a subcontract for any such delays, failure to deliver, misdirected delivery of any alert, any errors in 
the content of an alert, or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot 
vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging 
features, NEOGOV shall not be responsible for your use of such features. NEOGOV MAKES NO WARRANTIES OR 
REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF 
TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE 
TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR 
FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 
 
19. Publicity. Unless otherwise provided in the applicable Order Form and upon written consent from Customer, NEOGOV may 
identify Customer as one of its customers and use Customer’s logo for publicity purposes, subject to any trademark usage 
requirements specified by Customer. 
 
20. Force Majeure. Neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other 
party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s 
reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, 
regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies 
or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part 
of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause 
beyond the reasonable control of such party. 
21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to 
be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a 
joint venture by the parties hereto or constitute either party the employee or agent of the other. This Agreement is not for the 
benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or 
not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without 
notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services. 
 
22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be 
applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special 
Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede 
all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such 
subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the 
terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms 
shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable 
Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. 
This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument 
signed by the parties to be bound. For purposes of the Services subscribed to under the current Order Form, Customer is not 
subscribing to HRIS Services and/or PowerEngage. Should Customer later decide to add HRIS Services and/or PowerEngage 
the 
applicable 
addendum 
(the 
“HRIS 
Addendum” 
or 
the 
“PowerEngage 
Addendum”), 
available 
at 
https://www.neogov.com/service-specifications (the “NEOGOV Site”) shall govern the use of such services. 
 
23. General. 
a) 
Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state 
of Arizona, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall 
be instituted only in any state or federal court in Maricopa County, Arizona. 
b) 
Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or 
eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. 
Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, 
acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and 
limitations of liability, and others which by their nature are intended to survive. 
c) 
Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to 
have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight 
courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage 
prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the 
Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. 
 
d) 
Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive 
any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more 
counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same 
instrument. 
 
e) 
Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic 
mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the 
original signature. 
 
f) 
Assignment. Neither party may assign this Agreement without the express written approval of the other party. Any 
attempt at assignment in violation of this Section shall be null and void. For purposes of clarity, any merger, consolidation, 
or reorganization involving NEOGOV (regardless of whether NEOGOV is a surviving or disappearing entity) will not 
be considered a transfer of rights, obligations, or performance under this Agreement, and NEOGOV will not be obligated 
to obtain consent from Customer. 
 
g) 
Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring 
construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The 
exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to 
the same extent as if they were set forth verbatim herein. 
h) 
Subcontractors. Except for purposes of Sections 23(k) (Verification Regarding Compliance with Arizona Revised 
Statutes §41-4401 and Federal Immigration Laws and Regulations), for purposes of this Agreement, including any 
subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude 
subcontractors (i) who perform routine software development and maintenance services which are not specific to the 
Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access 
to Customer Data solely within NEOGOV's or Customer's systems. 
i) 
Statutory Right of Cancellation for Conflict of Interest. Notice is given that pursuant to A.R.S. § 38-511 the Customer 
may cancel this Agreement without penalty or further obligation within three years after execution of this Agreement, if 
any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the 
Customer is at any time while this Agreement or any extension of this Agreement is in effect, an employee or agent of 
any other party to this Agreement in any capacity or consultant to any other party of this Agreement with respect to the 
subject matter of this Agreement. Additionally, pursuant to A.R.S § 38-511 the Customer may recoup any fee or 
commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating this 
Agreement on behalf of the Customer from any other party to this Agreement arising as the result of this Agreement.

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j) 
Non-Discrimination. Contractor agrees to comply with all applicable provisions and requirements of Arizona Executive 
Order 2009-09, including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 
supersedes Executive Order 99-4 and amends Executive Order 75-5 and is hereby incorporated into this contract as if set 
forth in full herein. During the performance of this contract, contractor shall not discriminate against any employee, 
client, or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability, or 
national 
origin. 
(Arizona 
Executive 
Order 
2009-09 
can 
be 
viewed 
at 
https://apps.azsos.gov/public_services/register/2009/46/governo r.pdf) 
 
k) 
Verification Regarding Compliance with Arizona Revised Statutes §41-4401 and Federal Immigration Laws and 
Regulations. 
i) 
By entering into this Agreement, NEOGOV and each of its subcontractors warrant compliance with all federal 
immigration laws and regulations related to their employees and their compliance with A.R.S. §23-214(A). 
 
ii) 
The Customer retains the legal right to inspect the papers of any employee of NEOGOV, who works on the 
Agreement, or the papers of any employee who works on the Agreement and is employed by any of 
NEOGOV’s subcontractors to ensure that NEOGOV and any of its subcontractors are complying with the 
warranty under paragraph 23(k)(i) of this Section. A breach of the warranty under paragraph 23(k)(i) shall be 
deemed a material breach of this Agreement that is subject to penalties up to and including termination of this 
Agreement. 
 
l) 
Written Certification Pursuant to A.R.S. §35-393.01. If NEOGOV engages in for-profit activity and has 10 or more 
employees, and if this Agreement has a value of $100,000 or more, NEOGOV certifies it is not currently engaged in, and 
agrees for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. This certification 
does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. 
 
m) Uniform Administrative Requirements. By entering into this Agreement, NEOGOV agrees to comply with all applicable 
provisions of Title 2, Subtitle A, Chapter II, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST 
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 
 
n) 
Forced Labor. 
 
i) 
By entering into this Agreement, NEOGOV agrees to comply with all applicable portions of Arizona Revised 
Statutes Section 35-394. Contracting; procurement; prohibition; written certification; remedy; termination; 
exception; definitions. 
 
ii) 
NEOGOV certifies that it does not currently, and agrees for the duration of this Agreement, that it will not 
use: 
A. 
The forced labor of ethnic Uyghurs in the People’s Republic of China. 
 
B. 
Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of 
China. 
 
C. 
Any contractors, subcontractors or suppliers that use the forced labor or any good or services 
produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. 
iii) 
If NEOGOV becomes aware during the term of this Agreement that it is not in compliance with this subsection 
n, then NEOGOV shall notify the Customer within five business days after becoming aware of the 
noncompliance. If NEOGOV fails to provide a written certification to the Customer that NEOGOV has 
remedied the noncompliance within 180 days after notifying the Customer of its noncompliance, then this 
Agreement terminates, except that if the agreement termination date occurs before the end the 180 day period, 
this Agreement terminates on the agreement termination date. 
 
o) Service Provider shall procure and maintain for the duration of this Addendum insurance for itself and its employees as 
provided in this section. Failure to maintain or renew coverage or to provide evidence of renewal may constitute a material 
breach of contract. Service Provider shall maintain coverage as follows: 
 
i) 
General Liability Insurance. Service Provider shall carry general liability insurance in the amount of One Million 
Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00).

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ii) 
Technology errors and omissions, network security and cyber/privacy with limits not less than Two Million 
Dollars ($2,000,000) per occurrence or claim. 
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized 
officers as of the date set forth below, and consent to the Agreement. 
 
Customer 
GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of 
itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., 
Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, 
LLC (D/B/A Agency360) 
Entity Name: 
Maricopa County, Arizona 
Signature: 
 
Aaron Coleman 
Print Name: 
Date: 
10/8/2024 | 12:17:48 PM PDT
Signature: 
 
Chairman, Board of Supervisors 
Print Name: 
Date: 
 
 
Attested: 
 
 
Clerk of the Board 
Date: 
 
 
 
 
Approved as to Form: 
 
 
Deputy County Attorney 
Date: 
5:34 pm, Oct 07 2024

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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Exhibit A 
Government Customer Addendum 
 
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part 
of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum 
and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a 
“Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, 
or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including 
a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, 
Indian tribal economic development organization, or port authority). 
 
1. 
Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the 
Services Agreement. 
2. 
Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received 
sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental 
Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year”). If Customer 
is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement 
contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of 
such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any 
Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice 
documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such 
termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that 
Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this 
Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal 
operations. 
 
3. 
.RESERVED. 
 
4. 
Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, 
freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the 
Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section 
is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, 
the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure 
requirements in accordance with the applicable Open Records laws. 
 
5. 
Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) 
federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices 
thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, 
or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, 
universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified 
herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New 
Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in 
accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any 
purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, 
representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or 
responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required 
to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New 
Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval 
necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from 
soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases 
Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase 
and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable 
to the New Entity.

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
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Exhibit B 
Integration Terms Addendum 
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer 
may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following 
terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the 
Services 
and 
either: 
(a) 
an 
affiliated 
integrated 
service, 
including 
those 
found 
at 
https://api.neogov.com/connect/marketplace.html and/or https://apidocs.powerdms.com (“Affiliated API”) or to the extent 
that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer 
Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services 
and this Exhibit B shall not apply to HRIS Services. 
1. 
Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this 
Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable 
license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open 
API for communication between Customer’s human resource related third application(s) that will interoperate with 
NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges 
there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted. 
Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API 
with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole 
means of accessing the API. 
2. 
Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, 
materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, 
software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and 
other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, 
and interest in and to the third-party materials, includingall intellectual property rights therein, are and will remain with 
their respective third-party rights holders subject to the terms and conditions of the applicable third-party license 
agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under 
such third-party license agreements. 
3. 
Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary 
notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates 
any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the 
API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer 
Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end 
users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to 
replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or 
the identity of Customer Application(s) when requesting authorization to use the API. 
4. 
Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, 
and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply 
with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, 
and 
requirements 
that 
may 
be 
posted 
on 
https://api.neogov.com/connect/index.html 
and/or 
https://apidocs.powerdms.com from time to time. In addition, Customer will not use the API in connection with or to 
promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in 
spyware, adware,or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass 
distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or 
descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen 
products, and items used for theft, hazardous materials, or any illegal activities. 
5. 
Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV 
reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of 
performance caused in wholeor in part by Customer’s delay in performing, or failure to perform, any of its obligations 
under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from 
the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no 
obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties 
of which are outside NEOGOV control. 
6. 
Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access

Docusign Envelope ID: 691D8BDF-4A02-4D25-B3D3-D83C90806394 
15 
 
 
the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth 
in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. 
Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each 
Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term. 
7. 
API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process. 
Customer agreesto monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or 
any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior. 
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may 
update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the 
most recent version(s). You are required to make any such changes to Customer Applications that are required for 
integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer 
Applications communicate with the Services. 
8. 
Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to 
be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to 
throttle your API connections,or suspend or terminate your access to the Open API. NEOGOV shall use reasonable 
efforts to provide Customer notice and reasonable time to cure prior to taking such actions. 
9. 
Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT 
WILL NEOGOVBE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, 
NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST 
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF 
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY 
KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE 
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE 
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE 
FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU 
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE 
YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. 
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately 
terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without 
notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any 
notice if you violate any of the terms and conditions of this Agreement.