HomeMy WebLinkAboutCity of Oshkosh WI OpenGov Order Form and MSA 2025
OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Order Form Number: Q-11721 Prepared By: Christine Roth
Created On: 10/22/2025 Email: croth@opengov.com
Order Form Expiration: 10/31/2025 Contract Term: 62 Months
Subscription Start Date: 11/01/2025
Subscription End Date: 12/31/2030
Customer Information:
Customer: City of Oshkosh, WI Contact Name: Rebecca Grill
Bill To/Ship To: 215 Church Ave. PO Box
1130
Email: rgrill@oshkoshwi.gov
Oshkosh, Wisconsin Phone: 9202365002
54903
United States
Order Details:
Billing Frequency: Prepaid
Payment Terms: Net 30 Days
SOFTWARE SERVICES:
Product Name Start Date End Date Annual Fee
Autofill Interface 11/01/2025 12/31/2025 $683.99
Bluebeam Integration 11/01/2025 12/31/2025 $341.90
Permitting & Licensing: Add-On Bundle 11/01/2025 12/31/2025 $1,016.98
Permitting and Licensing - Unlimited Service Areas 11/01/2025 12/31/2025 $17,798.40
Autofill Interface 01/01/2026 12/31/2026 $4,309.16
Bluebeam Integration 01/01/2026 12/31/2026 $2,153.99
Permitting & Licensing: Add-On Bundle 01/01/2026 12/31/2026 $6,406.92
Docusign Envelope ID: 1AC3DE85-84D1-4690-94C9-F4DD143D8651
Permitting and Licensing - Unlimited Service Areas 01/01/2026 12/31/2026 $112,129.94
Autofill Interface 01/01/2027 12/31/2027 $4,524.62
Bluebeam Integration 01/01/2027 12/31/2027 $2,261.69
Permitting & Licensing: Add-On Bundle 01/01/2027 12/31/2027 $6,727.27
Permitting and Licensing - Unlimited Service Areas 01/01/2027 12/31/2027 $117,736.44
Autofill Interface 01/01/2028 12/31/2028 $4,750.85
Bluebeam Integration 01/01/2028 12/31/2028 $2,374.77
Permitting & Licensing: Add-On Bundle 01/01/2028 12/31/2028 $7,063.61
Permitting and Licensing - Unlimited Service Areas 01/01/2028 12/31/2028 $123,623.26
Autofill Interface 01/01/2029 12/31/2029 $4,988.39
Bluebeam Integration 01/01/2029 12/31/2029 $2,493.51
Permitting & Licensing: Add-On Bundle 01/01/2029 12/31/2029 $7,416.79
Permitting and Licensing - Unlimited Service Areas 01/01/2029 12/31/2029 $129,804.42
Autofill Interface 01/01/2030 12/31/2030 $5,237.81
Bluebeam Integration 01/01/2030 12/31/2030 $2,618.19
Permitting & Licensing: Add-On Bundle 01/01/2030 12/31/2030 $7,787.64
Permitting and Licensing - Unlimited Service Areas 01/01/2030 12/31/2030 $136,294.64
PROFESSIONAL SERVICES:
Product Name Start Date Description Fee
Docusign Envelope ID: 1AC3DE85-84D1-4690-94C9-F4DD143D8651
Professional Services
Deployment - Prepaid 11/01/2025 Custom Deployment from OpenGov Professional Services team.
Scope-dependent. $126,000.00
Professional Services Total: $126,000.00
Travel and Expense (Billed as incurred and not to exceed): $5,600.00
Customer Billing/Service Periods:
Period: Total:
11/01/2025 $145,841.27
01/01/2026 $125,000.01
01/01/2027 $131,250.02
01/01/2028 $137,812.49
01/01/2029 $144,703.11
01/01/2030 $151,938.28
Order Form Legal Terms:
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at
https://opengov.com/terms-of-service/master-services-agreement/.
The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and,
if Professional Services are purchased, the Statement of Work.
Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in
advance, 30 days from receipt of the invoice.
By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the
Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the
exclusion of all other terms
Docusign Envelope ID: 1AC3DE85-84D1-4690-94C9-F4DD143D8651
OpenGov Master Services Agreement
The parties to this Master Services Agreement (this “Agreement”) are OpenGov, Inc., a Delaware
corporation (“OpenGov”), and the customer named in the signature block below (“Customer”). This
Agreement, which becomes effective when fully executed (the “Effective Date”), sets forth the
terms and conditions under which OpenGov will provide its products and services to Customer.
1. Definitions
1.1. “Customer Data” means the data that is provided by Customer to OpenGov pursuant to
this Agreement (for example, by email or through Customer ’s software systems of
record), including any data transmitted through the Software Services.
1.2. “Documentation” means any written, electronic, or online materials produced by
OpenGov, and made available to Customer in connection with the Software Ser vices,
including user guides, training materials, FAQs, and technical support content, but
excluding Product Documentation.
1.3. “Intellectual Property Rights” means all past, present, and future intellectual property
rights including those associated with works of authorship, copyrights, moral rights,
trademarks, trade names, trade secrets, patent rights, and any other proprietary rights
in intellectual property of every kind and nature.
1.4. “Order Form” means the document(s) separately executed by the parties or attached as
an exhibit, that specifies the Software Services and the Professional Services that
OpenGov will provide to Customer. All such Order Form(s) are incorporated into this
Agreement by reference.
1.5. “Product Documentation” means the technical specifications that describe the features,
functionality, configuration, and intended operation of the Software Services located at
https://opengov.my.site.com/support/s/agreement-product-documentation, which is
incorporated into this Agreement by reference.
1.6. "Professional Services" means the implementation, configuration, training, consulting, or
other professional services provided by OpenGov or its authorized partners, and
identified in the applicable Statement of Work.
1.7. "Software Services" means the commercial-off-the-shelf software products and
services provided by OpenGov and identified in the applicable Order Form.
1.8. “Statement of Work” or “SOW” means the document(s) separately executed by the parties
or attached as an exhibit to this Agreement or any applicable Order Form, that specifies
the Professional Services that OpenGov will provide to Customer. All such SOW(s) are
incorporated into this Agreement by reference.
2. Software Services and Professional Services
2.1. Software Services.
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2.1.1. Subject to the terms and conditions of this Agreement, OpenGov will use
commercially reasonable efforts to provide the Software Ser vices.
2.1.2. Support and Service Levels. Customer support is available by email to
support@opengov.com or by using the chat messaging functionality of the Software
Ser vices. Customer may report issues any time; however, OpenGov will address
issues during business hours. OpenGov will provide the applicable level of support in
accordance with the Support and Software Ser vice Levels located at
https://opengov.com/service-sla, which is incorporated into this Agreement by
reference.
2.2. Professional Services.
2.2.1. Subject to the terms and conditions of this Agreement, OpenGov will use
commercially reasonable efforts to provide the Professional Services, if applicable.
Unless otherwise specified in the SOW, any pre-paid Professional Ser vices must be
utilized within one year from the Effective Date.
2.2.2. Travel Expenses for Professional Services. Travel expenses, if any, will be set forth in
the applicable Order Form or SOW. Any additional travel expenses shall be subject to
Customer ’s prior written approval and will be reimbursable by Customer.
3. Restrictions and Responsibilities
3.1. Restrictions. Customer may not use the Software Ser vices in any manner or for any
purpose other than as expressly permitted by the Agreement. In addition, Customer shall
not, and shall not knowingly or negligently, permit or enable any third party to: (a) use or
access any of the Software Services to build a competitive product or service; (b)
modify, disassemble, decompile, reverse engineer or other wise make any derivative use
of the Software Ser vices (except to the extent applicable laws specifically prohibit such
restriction); (c) sell, license, rent, lease, assign, distribute, display, host, disclose,
outsource, copy or other wise commercially exploit the Software Services; (d) perform or
disclose any benchmarking or performance testing of the Software Services, including
but not limited to load testing or stress testing; (e) remove any proprietary notices
included with the Software Services; (f) use the Software Services in violation of
applicable law; or (g) transfer any personal, sensitive, or personally identifiable
information to OpenGov in a manner that violates Customer's obligations under the Data
Processing Addendum.
3.2. Responsibilities. Customer shall be responsible for obtaining and maintaining
computers, third-party software systems of record, and application programming
interfaces needed to connect to, access, or otherwise use the Software Ser vices.
Customer shall also be responsible for: (a) ensuring that such equipment is compatible
with the Software Services, (b) maintaining the security of such equipment, user
accounts, passwords and files, in accordance with industry standards, and (c) all uses of
Customer user accounts by any party other than OpenGov. OpenGov is not responsible
for the operation, support, or security of any third-party software, systems, or services
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not provided by OpenGov.
3.3. Data Processing Addendum. To the extent OpenGov processes any Customer Data that
contains personal information, personally identifiable information, or sensitive personal
information on behalf of Customer in the course of providing the Software Services and
Professional Services under this Agreement, the parties agree to comply with the terms
of the Data Processing Addendum, located at
https://opengov.com/data-processing-addendum, which is incorporated into this
Agreement by reference.
4. Intellectual Property Rights; License Grants; Access to Customer Data
4.1. OpenGov ’s Intellectual Property Rights. OpenGov exclusively owns and retains all right,
title, and interest to the Software Services, Professional Ser vices, Documentation, and
Product Documentation, including all Intellectual Property Rights therein. This includes,
without limitation, all underlying technology, software, user interfaces, visual design
elements (such as the “look and feel”), custom fonts, graphics, workflows, button icons,
and any derivative works (e.g., enhancements, modifications, or corrections), including
but not limited to those that are created in connection with or through the use of the
Software Services, Professional Ser vices, Documentation, or Product Documentation.
Customer may not reproduce, modify, distribute, or create derivative works based on any
part of the Software Ser vices, in whole or in part, without OpenGov ’s prior written
consent.
4.2. License Grant to Customer. OpenGov grants Customer a non-exclusive,
non-transferable, non-sublicensable, royalty-free license to use the Software Ser vices,
Documentation, and Product Documentation during the Term for its internal use and the
purpose as described in this Agreement. No additional rights or licenses shall be
deemed granted.
4.3. Customer ’s Intellectual Property Rights. Customer retains all right, title, and interest,
including all Intellectual Property Rights, in and to Customer Data. Customer grants
OpenGov and its authorized partners (such as cloud hosting providers) a non-exclusive,
royalty-free license to access, use, store, edit, reformat and otherwise process
Customer Data for the purpose of providing, maintaining, developing, and improving
OpenGov ’s products and services.
4.4. Aggregated and Anonymized Data. Customer agrees that OpenGov and its authorized
partners may use aggregated and anonymized data derived from Customer Data to
provide, maintain, develop, and improve OpenGov ’s products and ser vices, to provide
general customer service support and improvements, and to perform data and usage
analytics. Any insights, developments, or improvements arising from such aggregated,
anonymized data shall be owned by OpenGov.
4.5. Access to Customer Data. Customer may download Customer Data from the Software
Ser vices at any time during the Term, excluding during routine software maintenance
periods. For a period of 30 days after expiration of the Term, Customer may request that
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OpenGov complete a one-time transfer of Customer Data in a format customarily used in
the industry at OpenGov ’s then-current hourly rate.
4.6. Deletion of Customer Data. Unless otherwise requested pursuant to this Section 4.6,
upon the termination of this Agreement, Customer Data shall be deleted pursuant to
OpenGov ’s standard data deletion and retention practices, which is to delete Customer
Data 45 days after termination or expiration of the Agreement. Upon written request,
Customer may request deletion of Customer Data prior to the date of termination of this
Agreement, in accordance with the notice requirements set forth in Section 10.2.
4.7. Feedback. “Feedback” means any suggestions, comments, ideas, recommendations,
usage, or other input provided by Customer to OpenGov regarding the services.
Customer grants OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
worldwide license to use such Feedback in the Software Services, Professional Services,
Documentation and Product Documentation. OpenGov will exclusively own all right, title,
and interest, including all Intellectual Property Rights, in and to any improvements,
modifications, or derivative works to the Software Services, Professional Ser vices,
Documentation or Product Documentation that are based on or derived from such
Feedback.
5. Confidentiality
5.1. “Confidential Information" means all confidential business, technical, and financial
information of the disclosing party that is marked as “Confidential” or an equivalent
designation or that should reasonably be understood to be confidential given the nature
of the information and/or the circumstances surrounding the disclosure. OpenGov ’s
Confidential Information includes, without limitation, the software underlying the
Software Services, Documentation, and Product Documentation.
5.2. Confidential Information does not include information that: (a) was publicly known or
becomes publicly known through no breach of this Agreement by the receiving party; (b)
is required to be disclosed upon request under any applicable federal, state, or local
public records laws; (c) Customer expressly directs OpenGov make publicly available; (d)
was lawfully known to the receiving party without restriction on disclosure before
receipt from the disclosing party; (e) is disclosed to the receiving party by a third party
who has the right to make such disclosure without restriction; or (f) is independently
developed by the receiving party without access to the disclosing party ’s Confidential
Information.
5.3. Each party agrees to use the other's Confidential Information only in connection with
this Agreement. Each party further agrees to protect the other party's Confidential
Information using the measures that it employs with respect to its own Confidential
Information of a similar nature, but in no event with less than reasonable care. If a party
is required to disclose Confidential Information by law, subpoena, or court order, it must,
to the extent legally permitted, promptly notify the other party in writing prior to the
disclosure to give the other party an opportunity to oppose or limit the disclosure.
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6. Term and Termination
6.1. Agreement Term. This Agreement begins on the Effective Date and will remain in effect
until the termination or expiration of all active Order Forms entered into under this
Agreement (“Term”), unless earlier terminated pursuant to this Section 6.
6.2. Renewal. Each Order Form shall automatically renew for additional terms equal in
duration to its initial term (each, a “Renewal Term”), unless either party provides written
notice of non-renewal at least 30 days prior to the expiration of the then-current term.
6.3. Termination for Cause. If either party materially breaches this Agreement and fails to
cure such breach within 30 days after receiving written notice by the non-breaching
party, the non-breaching party may terminate this Agreement.
6.4. Termination for Non-Appropriation. If required by applicable law, Customer may
terminate this Agreement if it does not appropriate funds for a future fiscal year. In order
to terminate for non-appropriation, Customer must provide at least 30 days’ prior written
notice, provided it is after the first full year of the Agreement. Obligations to pay fees are
non-cancelable, and payments are non-refundable. This section may not be used as a
substitute for termination for convenience.
6.5. Effect of Termination. Upon termination of this Agreement pursuant to Section 6: (a)
Customer shall pay in full for all of the Software Services and Professional Ser vices for
the then-current annual term; (b) OpenGov shall stop providing the Software Services
and the Professional Services to Customer; and (c) with the exception of Customer Data,
the return and deletion of which are addressed in Section 4, each party shall, upon
request of the other party, return or delete any of the other party ’s Confidential
Information.
7. Payment of Fees
7.1. Fees; Invoicing; Payment; Expenses.
7.1.1. Fees. Fees for the Software Services and Professional Services are set forth in the
applicable Order Form, and OpenGov will invoice Customer accordingly. Customer
agrees to pay invoices within 30 days of receipt. Invoices are deemed received when
OpenGov emails them to Customer ’s designated billing contact. Obligations to pay
fees are non-cancelable, and payments are non-refundable, except as expressly
provided in Sections 8.1.2 and 8.1.3.
7.1.2. Annual Software Price Adjustment. OpenGov shall increase the fees for the Software
Ser vices during any Renewal Term by 5% each year or as otherwise agreed upon in
the applicable renewal Order Form.
7.1.3. Travel Expenses. OpenGov will invoice Customer for travel expenses provided in the
SOW or Order Form as they are incurred. Customer shall pay all such valid invoices
within 30 days of receipt of invoice. Receipts shall be provided for the travel
expenses listed on the invoice.
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7.2. Consequences of Non-Payment. If Customer fails to make any payments required under
any Order Form or SOW, then in addition to any other rights OpenGov may have under
this Agreement or applicable law: (a) Customer will owe a late interest penalty of the
maximum rate permitted by law; and (b) if Customer ’s account remains delinquent (with
respect to payment of an undisputed invoice) for 10 days after receipt of a delinquency
notice from OpenGov, which may be provided via email to Customer ’s designated billing
contact, OpenGov may temporarily suspend Customer ’s access to the Software Service
for up to 90 days to pursue good faith negotiations before pursuing termination in
accordance with Section 6.3. Customer will continue to incur and owe all applicable
fees irrespective of any such service suspension based on such Customer ’s
delinquency.
7.3. Taxes. Each party is responsible for the tax effects this Agreement imposes upon it. If
Customer is tax-exempt, it will provide OpenGov its tax exemption certificate.
8. Representations and Warranties; Disclaimer
8.1. By OpenGov.
8.1.1. General Warranty. OpenGov represents and warrants that it has all right and authority
necessar y to enter into and perform this Agreement.
8.1.2. Professional Services Warranty. OpenGov further represents and warrants that the
Professional Services, if any, will be performed in a professional and workmanlike
manner in accordance with the related SOW and generally prevailing industr y
standards. For any breach of the Professional Services warranty, OpenGov will
re-perform the applicable services. If OpenGov is unable to re-perform such work as
warranted, Customer will be entitled to recover all fees paid to OpenGov for the
deficient work. Customer must give written notice of any claim under this warranty
to OpenGov within 90 days of the completion of the Professional Services pursuant
to the applicable SOW to receive such warranty remedies.
8.1.3. Software Services Warranty. OpenGov further represents and warrants that for the
Term, the Software Ser vices will perform in all material respects in accordance with
the then-current Product Documentation. The foregoing warranty does not apply to
(a) any Software Services that have been used in a manner other than as set forth in
this Agreement, or (b) any pre-release features, functionality, or beta software
services that Customer elects to use in the beta phase of development. For any
breach of the Software Services warranty, OpenGov will repair or replace any
nonconforming Software Ser vices so that the affected portion of the Software
Ser vices operates as warranted. If OpenGov is unable to do so, Customer may
terminate the Agreement and will be entitled to a refund of the pre-paid, unused
portion of the fees from the date of the discovery of the defect. Customer must give
written notice of any claim under this warranty to OpenGov within 90 days of
Customer discovering the defect to receive such warranty remedies.
8.2. By Customer. Customer represents and warrants that (a) it has all right and authority
necessar y to enter into and perform this Agreement and (b) OpenGov ’s use of Customer
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Data pursuant to this Agreement will not infringe, violate or misappropriate Intellectual
Property Rights of any third party.
8.3. Disclaimer. OPENGOV DOES NOT WARR ANT THAT THE SOFTWARE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARR ANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE SERVICES. EXCEPT
AS SET FORTH IN THIS SECTION 8, THE SOFTWARE SERVICES ARE PROVIDED “AS IS”
AND OPENGOV DISCL AIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARR ANTIES OF MERCHANTABILITY, TITLE,
FITNESS FOR A PARTICUL AR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability
9.1. By Type. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS OR EMPLOYEES, SHALL BE RESPONSIBLE OR
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTR ACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR
ANY INDIRECT, EXEMPL ARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES; OR (C) FOR ANY MATTER BEYOND A PARTY’S REASONABLE CONTROL, EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
9.2. By Amount. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE, CUMUL ATIVE LIABILITY
FOR ANY CL AIMS ARISING OUT OF OR IN ANY WAY REL ATED TO THIS AGREEMENT
EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO OPENGOV FOR THE SOFTWARE
SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE
RISE TO THE LIABILITY.
9.3. Limitation of Liability Exclusions. The limitations of liability set forth in Sections 9.1 and
9.2 above do not apply to, and each party accepts liability to the other for: (a) claims
arising out of fraud or willful misconduct by either party; (b) either party ’s infringement
of the other party ’s Intellectual Property Rights; (c) breach of obligations under Section
3.1; and (d) payment obligations under this Agreement.
9.4. No Limitation of Liability by Law. Because some jurisdictions do not allow liability or
damages to be limited to the extent set forth above, some of the above limitations may
not apply.
10. Miscellaneous
10.1. Logo Use. OpenGov shall have the right to use and display Customer ’s logos and trade
names for marketing and promotional purposes in OpenGov ’s website and marketing
materials, subject to Customer ’s trademark usage guidelines provided to OpenGov.
10.2. Notice. Ordinary day-to-day operational communications may be conducted by email,
live chat or telephone. For notices required by the Agreement the parties must
communicate more formally in a writing sent via USPS certified mail and via email.
OpenGov ’s addresses for notice are: legal@opengov.com with a mailed copy to OpenGov,
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Inc., 660 3rd Street, Suite 100, San Francisco, CA 94107.
10.3. Anti-corruption. Neither OpenGov nor any of its employees or agents has offered or
provided any illegal or improper payment, gift, or transfer of value in connection with this
Agreement. The parties will promptly notify each other if they become aware of any
violation of any applicable anti-corruption laws in connection with this Agreement.
10.4. Injunctive Relief. The parties acknowledge that any breach of the confidentiality
provisions or the unauthorized use of a party ’s intellectual property may result in serious
and irreparable injur y to the aggrieved party for which damages may not adequately
compensate the aggrieved party. The parties agree, therefore, that, in addition to any
other remedy that the aggrieved party may have, it shall be entitled to seek equitable
injunctive relief without being required to post a bond or other surety or to prove either
actual damages or that damages would be an inadequate remedy.
10.5. Force Majeure. Neither party will be liable for any delay or failure to perform its
obligations under this Agreement, due to any events beyond its reasonable control,
including but not limited to acts of god, acts of governmental authority, war, riot, labor
disputes, failures of performance by any third-party services, utilities, or equipment
failures, or any other events beyond the party ’s reasonable control. Notwithstanding the
foregoing, Customer shall remain obligated to perform its obligations under Section 7.1.1.
10.6. Severability; Waiver. If any provision of this Agreement is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent necessar y so
that this Agreement will otherwise remain in full force and effect and enforceable. Any
express waiver or failure to exercise promptly any right under this Agreement will not
create a continuing waiver or any expectation of non-enforcement.
10.7. Sur vival. The following sections of this Agreement shall survive termination or
expiration: Section 5 (Confidentiality), Section 7 (Payment of Fees), Section 4.6 (Deletion
of Customer Data), Section 8.3 (Warranty Disclaimer), Section 9 (Limitation of Liability),
and Section 10 (Miscellaneous).
10.8. Assignment. There are no third-party beneficiaries to this Agreement. Neither party may
assign, or otherwise transfer this Agreement without the other party's written consent,
which consent may not be unreasonably withheld, conditioned, or delayed.
Notwithstanding the foregoing, either party may assign, without such consent but upon
written notice, its rights and obligations under this Agreement to its corporate affiliate
or to any entity that acquires all or substantially all of its capital stock or its assets
related to this Agreement, through purchase, merger, consolidation, or otherwise. Any
other attempted assignment shall be void. This Agreement will benefit and bind
permitted assigns and successors.
10.9. Independent Contractors. This Agreement does not create an agency, partnership, joint
venture, or employment relationship, and neither party has any authority to bind the
other.
10.10. Governing Law and Jurisdiction. This Agreement will be governed by the laws of
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Customer ’s jurisdiction, without regard to conflict of laws principles. The parties submit
to personal jurisdiction and venue in the courts of Customer ’s jurisdiction.
10.11. Complete Agreement. OpenGov has made no other promises or representations to
Customer other than those contained in this Agreement. Any additional or different
terms in a purchase order or click-through agreement are expressly rejected by the
parties and are void. Any modification to this Agreement must be in writing and signed
by an authorized representative of each party. No third parties are authorized to modify
this Agreement. If there is a conflict between this Agreement and any other attached or
incorporated document, the terms of this Agreement will control unless expressly stated
other wise.
Customer: ________________________ OpenGov, Inc.
Signature ________________________ Signature __________________________
Name ________________________ Name __________________________
Title ________________________ Title __________________________
Date ________________________ Date __________________________
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Rebecca Grill
10/29/2025
City of Oshkosh, WI
City Manager