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<br />Master Services Agreement | City of Santa Ana
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<br />used solely by inmates housed at Customer’s Facility to access Provider’s services and Systems. Unless and only to
<br />the extent that this Agreement expressly permits, Customer must not:
<br />i. permit any parent, subsidiary, affiliated entity or third party to use the Hardware or Software;
<br />ii. rent, lease, lend, assign, sublicense, encumber or otherwise transfer or attempt to transfer the
<br />Hardware or Software or any portion thereof;
<br />iii. alter, create derivatives of, or modify the Hardware or Software in any way, or allow a third party
<br />to do so;
<br />iv. connect the Software or Hardware to any third-party products or services that were not approved of
<br />in writing by Provider;
<br />v. distribute or otherwise make the Hardware or Software or any password, key, or other access code
<br />for the Software available to any third party;
<br />vi. reverse engineer, decompile, or disassemble the Hardware or Software, or allow a third party to do
<br />so;
<br />vii. defeat or work around any access restrictions or encryption in the Software, or allow a third party
<br />to do so;
<br />viii. remove, minimize, block, or modify any titles, logos, trademarks, copyright and patent notices,
<br />digital watermarks, disclaimers, or other legal notices that are included in the Software, whether or
<br />not they are Provider’s or a third party′s;
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<br />6. Title. Provider shall have and retain all rights, title, and interest in the products and services provided to Customer.
<br />The Hardware, Software, Systems, networking, and cabling, including all modifications and updates of Software, shall
<br />at all times remain the sole and exclusive property of the Provider. Any trade secrets, methodology and processes of
<br />our services and Systems constitute proprietary information of Provider, regardless of any part or portion thereof is
<br />the subject of a valid copyright or patent. During the term of this agreement and for the time period(s) as stated in the
<br />Schedule for Systems, we will provide you access to the records.
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<br />7. Term. This Agreement shall commence on November 1, 2022 and shall continue for a period of five (5) years. After
<br />the original five (5) year term, this Agreement may be renewed for two (2) additional one (1) year terms upon written
<br />notification by Customer or as otherwise agreed by the Parties. The parties agree that the terms and conditions herein
<br />shall govern for so long as Provider continues to provide its system and services.
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<br />8. Limitation of Liability. To the maximum extent permitted by applicable law, Provider shall indemnify and hold
<br />harmless Customer, his agents, servants and employees from any and all claims, actions, lawsuits, judgments or
<br />liabilities of any kind whatsoever deriving from negligent acts or omissions of the Provider, its agents or sub-
<br />contractors. Each Party agrees that it shall be solely responsible for the negligent or wrongful acts of its own
<br />employees. However, nothing contained herein shall constitute a waiver by Customer of its sovereign immunity or
<br />other applicable State Statutes. Notwithstanding anything to the contrary in this Agreement or Schedules, in no event
<br />will Provider’s liabilities under this agreement, whether under contract law, tort law, warranty, or otherwise, exceed
<br />the total amount of revenue received by Provider pursuant to this agreement, during the twelve (12) month period
<br />before the date the claim arose.
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<br />9. Confidential Information and Non-Disclosure. The parties acknowledge that in their performance of their duties
<br />hereunder either party may communicate to the other (or its designees) certain confidential and proprietary
<br />information, including without limitation information concerning the party’s services and know-how, technology,
<br />techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which
<br />are confidential and proprietary to, and trade secrets of, the disclosing party (the “Disclosing Party”). As a condition
<br />to the receipt of the Confidential Information from the Disclosing Party, the receiving party (the “Receiving Party”)
<br />shall, at all times during and after the term of this Agreement (i) not disclose in any manner, directly or indirectly, to
<br />any third party any portion of the Confidential Information; (ii) not use the Confidential Information in any fashion
<br />except to perform its duties hereunder or with the Disclosing Party's express prior written consent; (iii) disclose the
<br />Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the
<br />Receiving Party's internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are
<br />informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary
<br />precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the
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