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DocuSign Envelope IDY6GQQ9W'6C WA99/9A97H8�A63D66E226
<br />`;VOHK MAY NOT PROCEED
<br />LERK OF COUNCIL
<br />N-2023-052
<br />D. PO l0) DATE: MASTER SERVICES AGREEMENT
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<br />This Master Services Agreement (this "Agreement") is made as of March 1, 2023 ("Effective Date") by and between
<br />/ PandoLogic, Inc. a Veritone company, on behalf of itself and its subsidiaries and affiliates ("PandoLogic" or "Company"), a
<br />Delaware corporation, having its principal place of business at 750 Lexington Avenue, 6th Floor, New York, NY 10022 and
<br />City of Santa Ana on behalf of the Santa Ana Police Department, having its principal place of business at 20 Civic Center
<br />E� Plaza Santa Ana, CA 92701("Client").
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<br />to This Agreement sets forth the terms under which Company will provide Client with access to and use of certain
<br />t:) service offering(s), each as identified in more detail in Section 2 below and in the applicable order form attached hereto (the
<br />a "Services"), as well as related professional services to implement, configure and use the Services ("Professional Services").
<br />The term "Order Form" shall mean an ordering document executed by the parties hereto which references this Agreement
<br />and specifies the Services and/or Professional Services to be provided under this Agreement.
<br />1. Term and Termination.
<br />a. Term. This Agreement will commence on the Effective Date and will continue for three months ("Initial
<br />Term"). The term of any subscription to the Services will be as specified on the applicable Order Form.
<br />b. Termination. Either party may suspend its performance under or terminate this Agreement immediately
<br />upon written notice at any time if. (i) the other party is in material breach of any warranty, term, condition
<br />or covenant of this Agreement and fails to cure such breach within thirty (30) days after receipt of written
<br />notice of such breach; or (ii) the other party shall be adjudicated bankrupt or shall petition for or consent to
<br />any relief under any bankruptcy, reorganization, receivership, liquidation, compromise, or any moratorium
<br />statute, whether now or hereafter in effect, or shall make an assignment for the benefit of its creditors, or
<br />shall petition for the appointment of a receiver, liquidator, trustee or custodian for all or a substantial part
<br />of its assets, or if a receiver, liquidator, trustee or custodian is appointed for all or a substantial part of its
<br />assets and is not discharged within thirty (30) days after the date of such appointment. (iii) Client may
<br />terminate Agreement for convenience provided they provide Company with thirty (30) days' written notice.
<br />c. Survival. The provisions of Sections Lc, 3. 4, 5 6, 7, and 8 hereof will survive the termination of this
<br />Agreement for any reason.
<br />2. Services.
<br />a. pandolQTM. pandolQTM is a programmatic job campaign management tool which automatically optimizes
<br />ajob distribution campaign and budget across a large number ofjobs. If Client wishes to engage Company
<br />to provide pandolQ services, Company and Client shall enter into an Order Form substantially in the form
<br />attached hereto as Schedule A.
<br />b. pandoSELECT. pandoSelect is Company's bundled SaaS solution that combines pandolQTM job
<br />advertising, native easy apply, conversational Al (chat), and a candidate management dashboard. If Client
<br />wishes to engage Company to provide pandoSelect services, Company and Client shall enter into an Order
<br />Form substantially in the form attached hereto as Schedule B.
<br />3. Mutual Non -Disclosure. As used herein, any party that provides the other party any of its Proprietary
<br />Information will be deemed the "Disclosing Party" and the recipient thereof will be deemed the "Receiving
<br />Party". For the purposes hereof, "Proprietary Information" will mean all financial information, product and
<br />service pricing structures, business plans and strategies, processes, customer lists, contacts, sales data, analytics,
<br />software, algorithms, methods, inventions, and any other proprietary or trade secret information of the
<br />Disclosing Party provided to the Receiving Party hereunder. The Receiving Party agrees (i) to hold the
<br />Disclosing Parry's Proprietary Information in confidence and to take reasonable precautions to protect such
<br />Proprietary Information (including, without limitation, all precautions the Receiving Party, employs with respect
<br />to its own Proprietary Information); (ii) not to disclose any such Proprietary Information to any third person
<br />except to those of its employees, contractors, affiliates, third party service partners and vendors (collectively,
<br />"Representatives") that need to know such Proprietary Information in connection with the Services
<br />contemplated herein, provided that such Representatives are subject to written obligations of confidentiality and
<br />non-use of Proprietary Information that are at least as protective as those set forth herein; and (iii) not use, copy,
<br />extract or summarize such Proprietary Information or any portion thereof except to evaluate internally its
<br />relationship with the Disclosing Party and/or to provide the Services contemplated herein. Without granting
<br />any right or license, the Disclosing Party agrees that the foregoing will not apply with respect to any information
<br />that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the
<br />Receiving Party or the Receiving Party's Representatives) generally available to the public; (ii) was in its
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