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SECTION A. GENERAL TERMS AND CONDITIONS
<br />I. APPLICATION W THESE TERMS
<br />These terms and conditions apply to each order accegied by Kronas Incorporated (`Kronos") from an eligible Participating Public Agency
<br />(-Customer~) for all Kroncs Equipment, software, Professlonat and Educational Services, Support and such other Kronos offerings, as specified
<br />on an order form (an "Order').
<br />In addition to the terms set fortis to lids Section A: General Terms and Condition, the following sections apply for the spec+no offering referenced:
<br />(I) Section B shall apply to the Software licenses and purchased Egtdprment, support services. and professional and aducadwal services,
<br />(H) Section C shall apply to the Hosting Services purchased in connection with certain Software licensed under Section B.
<br />(Jfi) Section D shall apply to the Workforce Centrist Saes Orders; and
<br />OV) Section E shall apply to the Workforce Ready Sass Order.
<br />All orders are subject to the approval of Kronos' core orate office in Chelmsford, Massachusetts. This Agreement and the Order Form shall
<br />supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms
<br />shall apply to the Items ordered.
<br />2. APPUCA13LE LAWS
<br />This Agreement shall be governed by the state law In Which Customer Is based, provided however, If such jurisdiction has adopted fhe Unirorm
<br />Computer Information Transactions Act (UCITAj or such other similar law, the parties expressly agree to "opt -out" of and riot be governed by
<br />UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United
<br />Nations Convention on Contracts for the international Sale of Goods as to the Interpretation or enforcement of this Agreement,
<br />I EXPORT
<br />Customer acknowledges that the Equipment and Software may be restricted by the United States Goverment or by the country In which the
<br />Equipment or Software Is Instailed from export to certain countries and certain o(ganixaltons and individuals, and agrees to damply with such laws
<br />Customer agrees to comply with all appiicable laws of all of the countries in which the Equipment and Software may be used by Customer.
<br />Customer's obdgatfahs hereunder shall survive the termination or expiration of the Order Form. Customer most obtain Krows prior written
<br />consent before exporting the Software.
<br />4. CONFIDENTIAL iNFClRMATiON
<br />'Confldentlad Infonmaton' is defined as information that Is: 1) disclosed between the parties after the date of this Agreement that is considered
<br />confidential of proprietary to the dlsclioskng party; and 5) Identified as 'confklerttal' at the time of disclosure, or would be reasonably obvious to the
<br />receiving party to constitule conlidential Information because of legends or other markings by the circumstances of disclosure or the nature of the
<br />Information itself. Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Speddflcations shall
<br />be deemed to be Kronos' Confidential Infiormatinn and trade secret. Each party shall proles the Confidential Information of the other party With at
<br />least the same degree of care and confidentially, but not less than a reasonable standard of cam, which such party utilizes W b own information
<br />of similar character that It does not wish disclosed to the pubNc. Neither party shad disclose to third parties (except the parent company or the
<br />Wholly owned subsidiaries of the receiving party who have a need (Q krxrw) Noe other parry's Confidential Informatiw. or use it for any purpose not
<br />explicitly set forth herein, without the prior written consent of the other party. notwithstanding the foregoing, a party may disclose tonfidenflal
<br />fnformatim to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants. contractors, and counsel who have a
<br />need to know In connection with the Agreement and who are under obligations of non4seloslrre agreement at least as stringent as this section 4,
<br />or (c) by law, or by a court or governmental agency, or it necessary In any proceeding to establish rights or obligations under the Agreement;
<br />provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the
<br />disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party
<br />shah have the right to seek Injunctiva relief from a court of competent Judsdk -Wn. The obligation of confidentiality shall swAve for three (3) years
<br />after the disclosure of such Confdential Infbfmakm.
<br />This Agreement Imposes no obligation upon either party YAM respect to the other party's Confidential Information which the receiving party can
<br />establish by legally sufficient evklence: (a) was rightfully possessed by the moeiving party yr #uxA an obligation to maintain Its confidentiality prfar to
<br />receipt from the dlscbsk4 party. (b) Is generally known to the public without violation of this Agn wrtw k (c) is obtained by the receiving party in 9DW
<br />With from a third party having the right to disclose It without an obligation with reaped to conffdentWity, (d) is Independently developed by the
<br />receiving party without use of the disclosing part} s Confidential Infonnallm which can be shown by tangible evidence.
<br />S. TAXES
<br />It Customer presents to Kronos a validly Issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shad not be liable
<br />for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this
<br />Agreement, as well as all taxes levied or based on the products, services or otter charges hereunder, Including federal, stale and local sales and
<br />excise taxes, and any taxes or amount in Rau thereof paid or payable by Krones, exclusive of taxes based on Kronos net Income or business
<br />pdvitege.
<br />S. TRAVEL EXPENSES
<br />Customer agrees to reimburse Kronos for all pte-approved, reasonable and necessary travel incurred by Kronos in the performance of Its
<br />obligations under this Agneernent, provided that such travel compiles With the then arrant Kmnos Travel and Expense Policies (such policies are
<br />available upon request). Customer further agrees to pay any travel expenses such as alrkft lodgkhg. meals and but trans phodatton, incurred by
<br />Kronos In the performance of its obligations dander this Agreement provided such expenses comply with the Kronos Travel and Expense Policies.
<br />Customer will be billed by Kronor for such travel expenses and payment thereof shall be due net 30.
<br />7. GENERAL.
<br />(a) The invalidlly or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties Intend for Nhe
<br />remaining unaffected provisions to remain In toll force and effect
<br />(b) Customer shall not assign this Agreement or the license to the Software without the prior mitten consent of Kronos and any purported
<br />assignment, witinoul such consent. shalt be void,
<br />(c) Neither Party shall be responsible for arty failure to perform or delay In performing any of Its obligations under this Agreement (other than a
<br />failure to comply with payment obligations) Where and to the extent that such failure or delay results from an unforeseeable event beyond a parry's
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