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EXHt80[3 Hosting Service Agreement n n�� U�� U�� This Hosting Service Agreement (the ^Agrmennent), is entered into on November17. 2020 (the "Effective Date') by and between City ofSanta Ana ("Customer") and N. Harris Computer Corporation of 1 Antares Drive, Suite4OO, Ottawa, [>rdmrio K2E 8C4 ("SnnmrtWorks"). WHEREAS. Concurrently with the execution of this Hosting Agreement, Customer will enter into m 8mftvvnre License and Services Agreement with SmortWormtoacquire elicense touse certain software from SmartWodm and to receive certain maintenance and support services, and shall enter into on agreement with SmortVVorks' authorized reseller for certain related professional services to be provided by SmartWorks. WHEREAS, Customer has requested certain application hosting services for such software from SnxartVVorks and GmurtVVorkshas agreed tnprovide such hosting services toCustomer onthe terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follow& 1. Definitions The following terms shall have the meaning set out below, all other capitalized terms not otherwise defined inthis Section shall have the meaning set forth in the Agreement: (a) "Annual Hosting Fees" means the annual hosting fees set out in Schedule "A" to this Agreement. (b) "Confidential Information" meane, with respect to a party hereto, all information or material which: is A\ marked "Confidential," "Restricted," or "Proprietary |nhznnution^ orother similar marking, (B) known bythe parties tobeconsidered confidential, proprietary, orimconfidential under federal orstate law or (C) which should be known orunderstood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of Smor8Nurkm shall include, without limitation, the Software, the Dooumendmtion, and any information with respect to the Hosting Services thatSmortWorkm may provide to Customer from time totime, including without limitation, all information disclosed by Smar8Works or its service providers relating to the security ofits facilities, computer systems and products. Confidential Information does not include information to the extent that such informatiom (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records', (iii) is rightly received by the receiving party from athird party who ianot under anobligation ofconfidentiality; o iv)iaindependently developed by the receiving party without reference to or use of the other pmrty'a Confidential Information and which Such independent development can be established using evidence that would be acceptable to ocourt ofcompetent jurisdiction. (c) "Dmta'means all data, software, text, information, audio, video and images that are provided byoron behalf of Customer to SmartWorks or its third party service provider and all other content transmitted, posted, received or created through Customer's use of the Hosting Services or the Software. (d) "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, and supporting materials. (e) "Fees" means the Annual Hosting Fees and other fees as listed in Schedule "A" of this Agreement. (f) "Hosting Services" means the web -based hosting services to be provided by or on behalf of SmortWorkm under this Agreement that includes hosting, monitoring, and operating the Software on hardware and related equipment ata site owned or controlled by SmartWorks and the delivery of exclusive access via the Internet to the Customer to use the Software granted to the Customer pursuant tothe Software License Agreement and Section 2hereof. The Hosting Services shall also N. Harris CvmpmnrCornoratoon-nonnmnmao| Page 1 or1e