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INSURANCE ON FILE N-2015-153 WORK MAY PROCEED UNT L INSURANCE EXPIRES MILLER MENDEL, IN PGhe PR671CYg fR, r,�.� �� PROPRIETARY AND CONFIDENTIAL CLERKbF Of COUNCIL SEP 1 4 2015 MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT This Master Software License and Services Agreement (this "Agreement") is made and entered into on September 1, 2015 ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, 9430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana on behalf of the Santa Ana Police Department, with an address at 20 Civic Center Plaza, Santa Ana, CA 92701 ("Client"). MMI and Client may each be referred to individually as a "Party" or collectively as the "Parties." BACKGROUND A. MMI is a technology company with a principal market in offering software -as -a -service solutions to governmental and private entities; B. Client desires to license and use MMI's software system ]mown as the "eSOPH" or "electronic Statement Of Personal History." The eSOPH system (defined below) is a web -based software system designed and developed to assist with pre-employment background investigations. The System allows Client to manage pre-employment background investigations of persons who apply for employment with Client. C. MMI is willing to allow Client and its Applicants to use the System in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties, each intending to be legally bound hereby, do promise and agree as follows: AGREEMENT 1. DEFINITIONS. Except for the terms defined below, all initially capitalized terms used in this Agreement will have the meanings described within the text of this Agreement. As used herein, the following terms have the following defined meanings: LL "Applicant" means a registered end-user that accesses the System at the request of a Client to input data for the purpose of Client's management of one or more pre-employment background investigations. 1.2. "Applicant Data" means any data transmitted by Applicant to the eSOPH System. 1.3. "Authorized User" means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client and meets the criteria set forth in Section 2.2. 1.4. "Client" means the entity stated in the first paragraph at the top of this page, licensed to use the eSOPH System in accordance with the terms and conditions of this Agreement. 1.5. "Client Data" means all data and other information provided by or generated in connection with a Client's use of the eSOPH System, or otherwise exchanged between a Client and MMI or Applicant and MMI. 1.6. "Entry" has the meaning ascribed to it in Section 2.3.3. 1.7. "eSOPHSystem" means MMI's "electronic Statement Of Personal History" web -based software system designed and developed to assist with pre-employment background investigations, and all related Software. The eSOPH System allows MMI's clients to manage pre-employment background investigations of persons who apply for employment and volunteer positions with Client. 1.8. "Intellectual Property Rights" means all intellectual property rights throughout the world, whether existing under intellectual property, unfair competition or trade secret laws, or wider statute or at common law or equity, including but not limited to: (i) copyrights, trade secrets, trademarks, trade names, patents, inventions, designs, logos and trade dress, "moral rights," mask works, rights of personality, publicity or privacy, and any other intellectual property and proprietary rights; and (ii) any registration, application or right to apply for any of the rights referred to in this clause; and (iii) any and all renewals, extensions and restorations thereof, now or hereafter in force and effect. MASTER SOFTWARE LICENSSE & SERVICES AGREEMENT PAGE 1 OF 18 Version: August 27, 2015 —Santa Ana PD Only