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Docusign Envelope ID:DA411727-B3A7-4B6F-AC98-ED7692626C6A
<br /> MSSA tt:00045246
<br /> Master Security Services Agreement
<br /> "Requirements of Law"mean all laws,statutes,codes,acts,ordinances,orders,decrees,injunctions,by-laws,rules,
<br /> regulations, official plans, permits, licenses, authorizations, directions, and agreements with any government
<br /> authority,agency,body or department,whether federal,provincial,state,municipal or law of a jurisdiction outside
<br /> Canada or the U.S. that now or at any time hereafter may be applicable to a Party in the performance of its
<br /> obligations under this Agreement or any part of them(including all applicable privacy and data protection laws).
<br /> "Services"means the services specified in an Order Form.
<br /> "Systems" means any combination of hardware and software, including without limitation any telecommunication
<br /> lines or other networking devices used to link such combination of hardware and software.
<br /> 2. Services,License Grants and Restrictions
<br /> 2.1 Services. eSentire shall provide to Client the Services as set forth in the Order Form during the Term. eSentire
<br /> personnel shall remain under the direction and control of eSentire.
<br /> 2.2 Usage Restrictions. Except as expressly permitted by eSentire, Client will not(and will not allow any third
<br /> party to): (i)reverse engineer,decompile,disassemble,or otherwise attempt to discover the source code,or
<br /> underlying structure, ideas, or algorithms of the software provided or used by eSentire in delivering the
<br /> Services ("Software") or the Services; (ii) copy or duplicate the Software or modify, translate, or create
<br /> derivative works based on the Software; (iii) rent, lease, distribute, sublicense, resell, pledge, assign, or
<br /> otherwise transfer, provide access to or encumber rights to Software or the other Services; or (iv) use the
<br /> Services or Software for service bureau purposes or otherwise for the benefit of a third party. Client will use
<br /> the Services solely in compliance with all Requirements of Laws.
<br /> 2.3 Ownership and Use of Client Data. Except as provided below, eSentire expressly acknowledges and agrees
<br /> that as between Client and eSentire,Client is the owner of and has exclusive rights, title, and interest in and
<br /> to Client Data. Notwithstanding the foregoing, to the extent any reports provided by eSentire to Client
<br /> hereunder include any eSentire Intellectual Property including without limitation,the format of such reports,
<br /> eSentire shall retain all rights in and to such eSentire Intellectual Property. eSentire hereby grants to Client a
<br /> nonexclusive, nontransferable, limited license to use such eSentire Intellectual Property solely for the
<br /> purposes for which such reports are provided by eSentire to Client pursuant to this Agreement. Client will
<br /> not create derivative works based upon, using, or incorporating any eSentire Intellectual Property,
<br /> disassemble or reverse engineer,decompile or design around any eSentire Intellectual Property. eSentire will
<br /> have the right to access and use such Client Data solely(i) as necessary to provide the Services and (ii)for
<br /> trend analysis that may assist eSentire in the provision of its services in its business generally, provided that
<br /> no such trend analysis will result in the disclosure of any Personal or Confidential Information about or from
<br /> Client or its employees or customers. eSentire will not retain, use,disclose,sell,or otherwise process Client
<br /> Data for any purpose other than the specific purpose of performing the Services under this Agreement.
<br /> 2.4 Freedom to Use Ideas. The ideas, formulae, algorithms, concepts, inventions, know how, improvements,
<br /> discoveries, processes and other information and materials ("New Intellectual Property")developed during
<br /> the course of performing Services for Client under this Agreement by eSentire and/or eSentire personnel will
<br /> become the sole Intellectual Property of eSentire,except to the limited extent such New Intellectual Property
<br /> contains Client Data. eSentire may use any such New Intellectual Property without limitation,including by or
<br /> for its clients or customers other than Client, notwithstanding anything to the contrary contained in this
<br /> Agreement.
<br /> 2.5 Retention of Rights. Except for the rights expressly granted under this Section 2,eSentire,or its third-party
<br /> vendor(s) or licensor(s), as applicable, retains all right, title, and interest in and to all Software, eSentire
<br /> hardware and embedded proprietary software("Equipment"),Services,and all Intellectual Property created,
<br /> used,or provided by eSentire to Client pursuant to this Agreement. eSentire will also own all right,title,and
<br /> interest in and to all modifications or derivatives of,and improvements to,Software,eSentire Equipment and
<br /> Services. Client acknowledges that nothing contained herein will constitute an assignment or transfer of any
<br /> such eSentire Intellectual Property to Client.
<br /> City of Santa Ana-March 26,2025 Page 2 of 12(2023-11)
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