VERSATERM PUBLIC SAFETY US, INC. (2)

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Docusign Envelope ID: EBOF4198-19FB-44BO-8388-21 F424553A38 N-2025-068 INSURANCE NOT ON FILE WORK MAY NOT FROCFED CITY CLERK DATE.. MAR 2 7 2025 MASTER SOFTWARE AND SERVICES AGREEMENT ('oi1Lc: 11 This Master Software and Services Agreement ("MSA") is made effective as of the date of the p, n , 4b)last signature set forth on the signature page hereto (the "Effective Date"): BETWEEN: City of Santa Ana, (hereafter referred to as "Customer") —and— Versaterm Public Safety US, Inc., a corporation incorporated under the laws of the state of Delaware (hereafter referred to as "Versaterm") Background A. Versaterm (including its affiliates) develops, and licenses proprietary software related to public safety agencies. B. The parties contemplate that from time-to-time Customer will wish to obtain, and Versaterm will provide, a license and associated services from Versaterm to permit Customer to such software and related materials, all of which shall be governed by the terms and conditions of this MSA. NOW THEREFORE in consideration of the covenants contained in this MSA, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Definitions, For the purposes of this MSA, each Service Schedule and each Statement of Work, these terms will have the following meanings: 1.1 "Authorized User" means an employee, consultant, or contractor of Customer authorized by Customer to access and use the Services on Customer's behalf. 1.2 "Confidential Information" means this Agreement, any Service Schedule, the Software, Customer Data and all ideas, designs, business models, databases, drawings, documents, diagrams, formulas, test data, marketing, financial or personnel data, technology, products, sales information, trade services, know-how customer or supplier information, including information provided by such customers or suppliers, or any other information already furnished or to be furnished or made available by one Party to the other, whether in oral, written, graphic or electronic form including any such information exchanged during informational sessions designated as confidential, including, without limitation, information concerning a Party's actual and potential customers and other Intellectual Property Rights of January 2024—v310124 Page 1 of 24