SLED PROVISIONS

Accruent understands that federal, state, and local statutes and regulations may sometimes impact certain standard terms governing commercial transactions, including those contained within this Agreement, Accruent acknowledges that this Agreement shall be automatically amended for SLED Client where legally required to comply with such Applicable Laws, including, but not limited to provisions related to:

9.1 Sovereign Immunity. Nothing in this EULA shall be interpreted to waive any sovereign immunity protections of Client.

9.2 Freedom of Information, Right to Know, or Open Records Laws. Accruent acknowledges that some or all of the terms of this EULA and any Order Document hereunder may be subject to Right-to-Know or Freedom of Information Laws. If Client requires any assistance from Accruent in any matter arising out of such laws related to this Agreement, it shall notify Accruent as required by Applicable Law using the notice contact information in this Agreement. If Accruent reasonably considers any part of the request to include a request for a Trade Secret or Confidential Proprietary Information, Accruent shall, to the extent permitted by Applicable Law, promptly notify Client explaining why the requested material is exempt.

9.3 SLED Indemnification. Accruent shall agree to indemnify, defend, and hold harmless Client from all claims and liabilities arising from Accruent’s performance of the Services, not due to Client’s breach, as legally required under Applicable Law, provided Client gives Accruent prompt notice of any such claim, delegates sole control over the defense of said Claim to Accruent, and reasonably cooperates with Accruent.

9.4 Insurance. Accruent shall agree to maintain the minimum required insurance necessary under Applicable Law to perform the Services and shall provide a copy of Accruent’s Certificate of Insurance upon Client’s request.

9.5 Termination for Non-Appropriation. Accruent understands that Client may be dependent on the appropriation of funding by a granting agency, a municipality, region or state, or a governing body. In the event that funds are not appropriated or otherwise made available to Client to support the continued performance of this EULA or any Order Document thereunder, Client shall have the right to terminate the Order Document upon reasonable prior written notice, and Accruent shall cease performance as of the termination effective date.

9.6 Jurisdiction. Accruent agrees to automatically amend the Jurisdiction under of this Agreement from the State of Delaware to the State of the Client.

9.7 Non-Renewal. Accruent agrees that any Order Document shall not automatically renew where impermissible by law.