NEOGOV/City of Carmel/HRConk# 02.0, 09. 1 1
Service Agreement
THIS ON-LINE SERVICES AGREEMENT (this "Agreement") is made and entered into this day of
, 2009, by and between GovernmentJobs.cotn, Inc., a California corporation (d/b/a
"NEOGOV"), and the City of Carmel, IN a public.entity acting by and through its duly appointed representative
("Customer").
1. Provision of On-line Services.
(a) Customer hereby engages NEOGOV, and NEOGOV hereby agrees (subject to the terns and conditions set forth
herein), to provide the services (the "Services") more fully described in this Agreement and in Exhibit A,(Order Form).
Customer hereby acknowledges and agrees that NEOGOV's provision and performance of the Services is dependent and
conditioned upon Customer's full performance of its duties, obligations and responsibilities hereunder.
2. Additional NEOGOV Responsibilities. In connection with the performanceofthis Agreenient,NEOGOV shall be
responsible for the following:
(a) NEOGOV shall provide all required hosting and operations suppon for the applications provided through this
agreement.
(b) NEOGOV shall follow those support, maintenance and other procedures and shall provide those support,
maintenance and other services to Customer more fully described in this Agreement.
3. Customer Responsibilities. In connection with the performance of this Agreement and the provision ofthe Services,
Customer shall be responsible for the following:
(a) NEOGOV's logos, including the "powered-by" logo,:mayappear on the "employment opportunities", "job
description" and other pages of Customer's web site.
(b) Customer shall be responsible for ensuring that Customer's use of the Services and the performance of Customer's
other obligations hereunder comply with all laws applicable to.Customer.
(c) Customer shall be responsible, as between NEOGOV and Customer, for the accuracy and completeness of all
records and, databases provided by Customer in connection with this Agreement for use on NEOGOV's system.
4. Ownership. Protection and Securitv.
(a) The.panies.agree that the NEOGOV marks and the Customer marks shall both be displayed on and through
NEOGOV's system(s).
(b) Ownership of any graphics, text, data or other information or content materials and all records and databases
supplied or furnished by Customer hereunder for incorporation into or delivery through the application(s) described in
this agreement shall remain with Customer, and NEOGOV shall cease use ofall.such material upon termination of this
Agreement.
(c) Customer acknowledges and agrees that nothing in this Agreement or any other agreement grants Customer any
licenses or other rights with respect to NEOGOV's software system (source code or object code) other than the right to
receive Services as expressly provided herein. NEOGOV shall retain all ownership in the intellectual property and all
other proprietary rights and interests associated with NEOGOV's software svstem and Services and all components
thereof and associated documentation, except as expressly provided herein.
(d) NEOGOV grants to Customera limited license during the term of this Agreement to use and reproduce NEOGOV's
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trademarks and logos for purposes of including such trademarks and logos in advertising and publicity materials and links
solely as permitted hereunder. All uses,of such trademarks and logos shall conform to Customer's standard guidelines
acid requirements for use of such trademarks and logos.
5. NE000V Representations and Warranties.
(a) Service Performance Warranty. NEOGOV warrants that it will perform the Services in a,manner consistent with
industry standards reasonably applicable to the performance thereof.
(b) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE
SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS
OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALI, OTHER EXPRESS
AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED '1'0, WARRANTIES OF
MERCHANTABILITY, 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.
(c) 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.
6. Publicity. Following execution of this Agreement, the parties hereto may issue a press release, the form and
substance of which shall be mutually agreeable to the parties, announcing the relationship created by this Agreement.
Except as expressly contemplated herein, neither party shall issue any additional press release which mentions the other
party or the transactions contemplated by this Agreement without the prior consent of the other parry, which consent shall
not be unreasonably withheld.
7. Nondisclosure. Through exercise of each party's rights under this Agreement, each pam' may be exposed to the
other party's technical,. financial, business, marketing, planning, and other information and data, in written, oral.
electronic, magnetic, photographic and/or other forms, including but nor limited to (i) oral and written communications of
one partywith the officers and staffof the other party which are marked or identified as confidential or secret or similarly
marked or identified and (ii) other communications which a reasonable person would recognize from the surrounding
facts and circumstances to be confidential or secret ("Confidential Information") and trade secrets. In recognition ofthe
other parry's need to protect its legitimate business interests, each party hereby covenants and agrees that it shall regard
and treat each item of information or data constituting- a trade secret or Confidential Information of the other party as
strictly confidential and wholly owned by such other party and that it will not, withoutthe express prior written consent of
the other party or except as required by law including the Public Records Act of the State of I Ilinois, 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 bade secret under applicable law.
8. Liability Limitations.
(a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's Services
NEOGOV, Inc. Proprietary and Confidential Page 2 of 8
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 parry 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 Customer 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) Customer 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 Customer's web site; and (ii) that except with respect to any material
supplied by NEOGOV, Customer is solely responsible (as between NEOGOV and Customer) for the content, quality,
performance, and all other aspects of the goods or services and the information or other content contained in or provided
through Customer's web site.
(c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEOGOV
DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTHER PERSON OR ENTITY, EITHER
EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEOGOV
SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY OTHER PERSON OR ENTITY, FOR
CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMTATION, LOSS OF PROFIT,
LOSS OF USE OR BUSINESS STOPAGE.
(d) Under no circumstances shall NE000V's total liability to Customer 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 prior twelve (12) month period; 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 hereof and remain in effect for twelve (12) months unless terminated
by either party as set forth herein ("Initial Tenn").
(b) This Agreement may be renewed for additional, terms ("Renewal Term") equal in duration to the Initial Term
provided Customer notifies NEOGOV at least thirty (30) clays 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 upon sixty (60) days prior written notice to the other party.
(d) Within sixty (60) days of notification of termination of this Agreement.. NEOGOV shall provide Customer with a
dedicated data files suitable for importation into commercially available database software MS-Access or MS-SQL)
The dedicated data files will be comprised of Customer's data contained in NFOGOV's system. The structure of the
relational database will be specific to the Customer's data and will not be representative of the proprietary NEOGOV
database.
10. Payments.
(a) Initial Term. See Exhibit A (Order Form).
(b) Renewal Term(s): For each Renewal Term, NEOGOV will continue to, provide Customer with the Services, and will
provide maintenance and support services as described herein, provided Customer issues a purchase order or
modification to this Agreement and pays NEOGOV in advance the annual recurring charges then in effect. Ifthere is an
increase in annual maintenance and support charges, NEOGOV shall give Customer written notice of such increase at
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least thirty (30) days prior to the expiration of the applicable term
11. Force Maieure. NEOGOV shall not be liable for any damages, costs, expenses or other consequences incurred by
Customer or by any other person or entity as a result of delay in or inability to deliver any Services due to circumstances
or events beyond NEOGOV's reasonable.control, including, without limitation: (i) acts of God; (ii) changes in or in the
interpretation of any law, rule, regulation or ordinance; (iii) strikes, lockouts or other labor problems; (iv) transportation
delays; (v) unavailability of supplies or materials; (vi), fire or explosion; (vii) riot, military action or usurped power; or
(viii) actions or failures to act on the part of agovernmental authority.
12. Piggyback Clause. It is understood and agreed by Customer and NEOGOV that any governmental entity may
purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also
understood and agreed that each localentity 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
governmental entity and NEOGOV. It is also hereby mutually understood and agreed that Customer is not a legally
bound party to any contractual agreement made between NEOGOV and any entity other than Customer.
13. Miscellaneous. Either parry may not assign its rights or obligations under this Agreement without the prior written
consent of the other party. This Agreement may not be modified or amended (and no rights hereunder may be waived)
except through a written instrument signed by the party to be bound. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and shall be governed by and construed in accordance with
the laws of the State of Indiana, without giving effect to conflict of law rules. Customer acknowledges and agrees that
this Agreement is not intended to be and shall not be construedao.be a franchise or business opportunity.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized
officers as of the date set forth above.
Customer
Signature:
Print Name:
Title:
Govern mentJobs.com, Inc., a California corporation
Signature:
Print Name:
Title:
Date:
NEOGOV, Inc. Proprietary and Confidential Page 4 of 8
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
By:
,Ames Brainard, Ptresioipg Officer
Maly An urke, M be
Date:
By:?
Authorized Signature
t K fL t4,jj0ov?C
q
Printed Name
ceo
Title
Lori S.
Date:
ATTEST
FIDITIN: 253 - Q?S'b -7 q S
SSN if Sole Proprietor:
Date: i 21 / G
Order Form NEOGOW
EXtI MIT A -ORDER FORM
Customer: Rill To:
NAME NAME
AGENCY AGENCY
Ouote Date: 12/04708 Revision: 1
Valid From: 12/04/08
Valid To: ?/28/09 Order Number:
Requested Service Date: TBD Initial Term: 12 Months
Order Summary
Annual
Recurring Non-
Recurring
Line Descri tiont Cost Cost
1.0 Insight Enterprise Edition $6 300.00
1.1 Subscription License
1.2 Provisioning 55.000.00
1.3 Training 2? 500.00
Sub Total: $13.800.00
Incentive Discount Contract to brexecnted COB2/28//09 (55.000.00)
Order Total: 58 500.00
[More detailed descriptions of the services are contained in the order detail for each service. which are incorporated
herein and made a part hereof by this reference.
NEOGOV, Inc. Proprietary and Confidential Page 5 of 8
Order Form N EOGOV `"
Order Detail
1.0 Insight Enterprise Edition
1.1 License Subscription
The Customer's subscription to the Insight Hiring Management Software includes the
following functionality:
Recruitment
• Customized online job application
• Accept job applications online
• Online applications integration with current agency website
• Online job announcements and descriptions
• Automatic online job interest cards
• Proactively search your applicant database
• Real-time database of all applicant information
• Recruitment and examination planning
Selection
• Create, store, and reuse supplemental questions in the Insight item bank
• Screen applicants automatically as they apply
• Define unique.scoring plans per recruitment, or copy existing scoring plans
• Test Item bank (optional in TMS)
• Conduct item analysis
• Test processing (automatically input Scantron test data sheets)*
• Test analysis and pass-point setting
• Score, rank, and refer applicants
Applicant Tracking
• Email and hardcopy notifications
• EEO Data collection and reports
• Track applicants by step/hurdle
• Schedule written, oral, and other exams
• Detailed applicant history record
• Skills tracking and matching
Reporting and Analysis
• Collect and report on EEO data
• Analyze and report on adverse impact and applicant flow
• Track and analyze data such as time-to-hire, recruitment costs, staff workload,
applicant quality, etc.
• Over 80 standard system reports
• Ad Hoc reporting tool
HR Automation
• Create and route job requisitions
• Refer and certify applicants electronically
• Scan paper application materials
• Cost of the scanner is not included unless listed on Exhibit A - ORDER FORM
• Requires a Scantron or similar Optical Mark Reader (OMR) scanner, special forms,
form set-up, and scanner software, which are not included unless listed on Exhibit A
- ORDER FORM
Inc. Proprietary and Confidential Page 6 of 8
Order Form
N EOGOW
Additionally, during the term of the subscription, the Customer will be provided:
Unlimited Customer Support (6:00,AM - 6:00 PM PT)
Customer Support shall be provided to the Customer both on-line and by telephone
Monday - Friday, 6:00 AM - 6:00 PM PT (excluding NEOGOV holidays).
Product Upgrades to Licensed Software
Customer shall receive all product upgrades to purchased package. Product upgrades are
automatic and available upon the next login following a product upgrade rollout. Product
upgrade rollouts are generally released every three months.
1.2 Provisioning
The following activities are conducted as part of the Insight Enterprise implementation
• Conduct a project kick off meeting to review the project timeline, deliverables, and
establish project expectations
• NEOGOV will establish an Agency-specific training environment that will be used
during training and post-training to allow the Agency to learn the system and begin
defining new roles, responsibilities, and activities within the HR staff
• NEOGOV will conduct eight hours of on line instructor led training. NEOGOV will
provide all required user exercises and user guides to the Agency.
• Once the core user community is-comfortable with the system (typically within 10 hours
of hands-on use) they will train the remaining HR staff to complete their tasks using
Insight.
• Between the training and go-live, NEOGOV will complete the following activities:
o Creating an agency-specific training environment which is used by your agency
during training and afterwards to train in prior to moving into production
o Configure printable job bulletin
o Integrate your new production job opportunities, promotional opportunities, and
class specifications web pages into your existing agency website
o Establish the Agency's Insight Enterprise production environment
1.3 Training
NEOGOV will deliver training to Agency recruiters. We.will provide all required user
exercises and user guides to the Agency.
Following the training, your agency will have full access to the training environment.
Additionally, your agency has full access to our Customer Support Help Desk during the
training to help new users fully utilize Insight. Our existing customers find that this unique
implementation approach enables their users to become familiar with Insight in a safe
environment, promoting system use and leading to a more successful rollout.
NEOGOV, Inc. Proprietary and Confidential Page 7 of 8
Order Form NEOGW
Order Form Terms. and Conditions:
(1) The Customer hereby orders and Govern mentiobs.com, Inc. (d/b/a NEOGOV, Inc.,
hereafter "NEOGOV") agrees to provide the services described in this Order Form. THE
SERVICES ARE PROVIDED PERSUANT TO THE TERMS AND CONDITIONS OF THIS
ORDER FORM AND THE SERVICE AGREEMENT BETWEEN NEOGOV AND THE
CUSTOMER.
(2) The Customer agrees that the payment schedule is as follows:
Provide all required software and Licenses
• One hundred percent (100%) of the annual license price is.payable within thirty (30) days
of execution of this Order Form and Service Agreement.
Software Provisioning for first half of Insight Enterprise
• Fifty percent (50%) of the non-recurring costs are to be paid to NEOGOV within thirty
(30) days of the execution of this Order Form and Service Agreement.
Completion of Training
• One hundred percent (100%) of the training price is payable within thirty (30) days of
completion of training.
Software Provisioning for second half of Insight Enterprise (Completion of post
evaluation)
• Fifty percent (50%) of the non-recurring costs are to be paid to NEO.GOV within thirty
(30) days following the thirty day?post-training period.
(3) Neither the Customer nor NEOGOV will be bound by this Order Form until it has been signed
by authorized representatives of both parties.
(4) Changes or alterations to this Order Form will not be accepted.
THERE ARE SIGNIFICANT ADDITIONAL TERMS AND CONDITIONS, WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS CONTAINED IN THE SERVICE AGREEMENT
BETWEEN THE CUSTOMER AND NEOGOV.
DO NOT SIGN THIS ORDER FORM BEFORE YOU HAVE READ THE SERVICE AGREEMENT
IN ITS ENTIRETY. YOUR SIGNATURE BELOW INDICATES THAT YOU HAVE READ THE
SERVICE AGREEMENT AND AGREE TO BE BOUND BY ITS PROVISIONS.
Customer NEOGOV, Inc.
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
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