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A-2025-040
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<br /> UNTIL INSURWICE EXPIRES MSSA ft:00045246
<br /> Master Security Services Agreement
<br /> "APR 3 0 202;
<br /> This Master Security Services Agreement(this "Agreement") is by and between City of Santa Ana ("Client"), with
<br /> offices at 20 Civic Center Plaza Santa Ana,California,United States 92701,and eSentire,Inc.("eSentire"),with offices
<br /> at 451 Phillip Street Unit 135, Waterloo, ON, Canada N2L 3X2, each a "Party" and together the "Parties." This
<br /> Agreement is effective on the date of the last signature below(the"Effective Date").
<br /> 1. Definitions
<br /> In addition to the capitalized terms defined elsewhere in this Agreement or in the applicable Order Form, the
<br /> following terms will have the meanings ascribed to them in this Section 1,
<br /> "Affiliate" of a Party means any corporation or other legal entity that such Party directly or indirectly controls, is
<br /> controlled by,or is under common control with. In this context,a Party"controls"a corporation or other entity if it
<br /> or any combination of it and/or its Affiliates owns more than 50%of the voting rights for the board of directors or
<br /> other mechanism of control for such corporation or other entity.
<br /> "Client Data"means(a)data,records,files of Client including e-mail sent or received by personnel of Client,and(b)
<br /> all reports generated for or by Client as a result of the provision or use of the Services, except to the extent such
<br /> reports contain eSentire Intellectual Property.
<br /> "Confidential Information"means any and all information disclosed by either Party("Disclosing Party")to the other
<br /> ("Receiving Party")that is not deemed public information,that is not protected by Requirements of Law applicable
<br /> to information that is Personal Information and that is marked"confidential"or"proprietary,"or similar designation
<br /> or which the recipient knows or has reason to know is regarded by the Disclosing Party as such, including oral
<br /> information. For the avoidance of doubt, Confidential Information does not include any information that the
<br /> Receiving Party can demonstrate: (a)was known to it prior to its disclosure hereunder by the Disclosing Party;(b)is
<br /> or becomes known through no wrongful act of the Receiving Party;(c)has been rightfully received from a third party
<br /> without restriction or disclosure and without breach by such third party of a non-disclosure obligation; (d) is
<br /> independently developed by the Receiving Party;or(e)has been approved for release by the Disclosing Party's prior
<br /> written authorization.
<br /> "Day"or"Days" means calendar days, unless otherwise specified.
<br /> "Encrypt"or"Encryption"means the use of an algorithmic process to transform data into a form in which there is a
<br /> low probability of assigning meaning without the use of a confidential process or key;
<br /> "Intellectual Property"means(a)any rights provided under(i)patent law,(ii)copyright law,(iii)trade-mark law,(iv)
<br /> design patent or industrial design law or(v)any other statutory provision or common law principle applicable to this
<br /> Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae,
<br /> algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae,
<br /> algorithms,concepts,inventions or know-how;and (b)any and all applications,registrations,licenses,sub-licenses,
<br /> franchises, agreements or any other evidence of a right in any of the foregoing. eSentire's Intellectual Property
<br /> includes New Intellectual Property,as defined in Section 2.4 below.
<br /> "Order Form" means an ordering document, executed by the Parties,that specifies the Services to be provided to
<br /> Client,including any amendments and supplements thereto. Each such Order Form,and any schedules,documents,
<br /> or other attachments thereto, incorporates and is subject to the terms and conditions of this Agreement.
<br /> "Participating Affiliate" means a Client Affiliate authorized by Client under eSentire's processes to contract for
<br /> Services in Participating Affiliate's own name subject to the terms of this Agreement.
<br /> "Personal Information"means information that can be used on its own or in combination with other information to
<br /> identify,contact, or locate a particular individual, including but not limited to, name, address,telephone number,
<br /> email address, IP address, place of birth, mother's maiden name, sexual orientation, social insurance or social
<br /> security numbers, credit history and score, financial records, password and login information, biometric data,
<br /> medical records, health insurance number, employment information and driver's license number, as applicable
<br /> and/or as defined and protected by Requirements of Law.
<br /> City of Santa Ana-March 26,2025 Page 1 of 12(2023-11)
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