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MILLER MENDEL, INC. PROPRIETARY AND CONFIDENTIAL
<br />5.3. MMI maintains no control or access to the information and materials submitted by Applicants or used
<br />by the Client on the eSOPH System. The scope, content, format and other details of such information and
<br />materials are within the exclusive control of Client, and its Authorized Users. Any pre -loaded content on the
<br />eSOPH System may be used only when Client accepts all risk and responsibility for use of such content. If
<br />Client wishes not to accept all risk and responsibility in using such pre -loaded content, Client should delete
<br />such content from the System, and construct their own content for use in the System.
<br />5.4. The eSOPH System allows Client to externally share Applicant data and other information about
<br />Applicants from the eSOPH System. If Client or its Authorized User(s) share Applicant Data or other
<br />information about an Applicant from, or connected to the eSOPH System, Client must: (i) possess valid, signed
<br />authorization from each Applicant whose Applicant Data or information is to be shared, legally adequate to
<br />authorize Client to share such Applicant Data or information, (ii) refrain from violating any law, policy, term or
<br />rule by sharing, transmitting or otherwise disclosing such Applicant Data or information, and (iii) keep the
<br />Applicant Data and information secure and private in accordance with any and all applicable privacy laws, and
<br />other legal requirement(s) and obligation(s).
<br />S.S. Client acknowledges and understands a valuable part of the eSOPH System is the ability for Client to
<br />see if an Applicant has been entered into the eSOPH System by other MMI client(s). If Client enters an
<br />Applicant into the eSOPH System and includes the Applicant's SSN, the eSOPH System will disclose if any
<br />other MMI client has previously entered the same Applicant into the eSOPH System. Basic Applicant Data
<br />information produced to other MMI clients is limited to: Agency/entity name, position applied for, entered date,
<br />and closed date. The eSOPH System will also display the point of contact for any other agency(s) who have
<br />previously entered the Applicant into the eSOPH System. If Client purges their backgrounds from the eSOPH
<br />System, the basic information listed in this section will remain on the eSOPH System. Further information
<br />regarding another agency's entry of an Applicant, must be gained through that agency's permission and their
<br />own internal process.
<br />5.6. In the event MMI learns of a data security breach, MMI will make every effort to notify Client within
<br />24 -hours of learning of the breach. Notification will be made to the Client's Primary Administrative User or
<br />representative listed in Exhibit A to this Agreement, via telephone, and also email. Notifications will only be
<br />made when an actual breach has occurred; if the data is encrypted, by industry standards, no breach is
<br />considered to have occurred and no notification will be made. At the request of Client, and only with Client's
<br />cooperation and assistance, MMI will work together with law enforcement and other personnel in connection
<br />with the unauthorized access into the eSOPH System. MMI takes the privacy and security of data seriously, and
<br />works diligently to ensure all data is properly and adequately protected. Clients are encouraged to review
<br />MMI's eSOPH Security Overview, which is updated as needed by MMI.
<br />5.7. Client owns all Client Data entered into the eSOPH System by its Authorized Users and its Applicants,
<br />including Applicant Data entered in response to the Client's request for information to process an Applicant's
<br />background investigation.
<br />5.8. Without limiting Client's rights to Client Data and Applicant Data under Section 5.8, MMI may retain
<br />and store the following data: Applicant name, Applicant telephone number, Applicant mailing address,
<br />Applicant email address, Applicant SSN, Applicant date of birth, date the Applicant was entered into the
<br />eSOPH System, Applicant's background investigation close date, position Applicant has applied for with
<br />Client, and the legal agreements (e.g., MMI's Terns of Use and Privacy Policy) related to any Authorized
<br />User's or Applicant's use of the eSOPH System. MMI must retain information to be able to contact and update
<br />Authorized Users and Applicants in accordance with the law regarding changes in Terms of Use and the
<br />Privacy Policy.
<br />5.9. In performance of this Agreement, the Parties may directly or indirectly disclose to each other
<br />confidential information, proprietary information, or confidential data ("Confidential Information").
<br />"Confidential Information" shall include any data and/or information that is identified by either Party as
<br />confidential (either orally or in writing) or is of such a nature that a reasonable person would understand such
<br />MASTER SOFTWARE LICENSE & SERVICES AGREEMENT PAGE 6 OF 18
<br />Version: August 27, 2015 —Santa Ana PD Only
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