Item 15 - Agreement for Manage Detection and Response Services

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DocuSign Envelope ID: C810BDDC-DA5A-4F91-BF26-2652C2DCB8FC MSSA #: 00036602 Master Security Services Agreement 11.11 Publicity. Client acknowledges and agrees that eSentire may use Client's name and logo for the purpose of identifying Client as a customer of eSentire. 11.12 Survival. Section 2.3 (Ownership and Use of Client Data), Section 2.4 (Freedom to Use Ideas), Section 2.5 (Retention of Rights), Section 8 (Liability Limitations), Section 9 (Indemnities), Section 10 (Confidentiality), Section 11 (General Provisions) and any other provisions which by their nature ought to survive termination of this Agreement will survive the termination of this Agreement. 11.13 Notices. All notices, demands, consents, authorizations, approvals and other communications under this Agreement will be in writing and will be deemed to have been duly given (i) if delivered in person, on the date of such delivery; (ii) if sent by facsimile or email, when receipt is electronically confirmed; (iii) if sent by recognized commercial overnight courier, on the delivery date stated in the receipt provided by such courier; and (iv) upon receipt, if sent by certified or registered mail, return receipt requested to the respective Party's address set forth on the Order Form. Either Party may change its address for notice under this Agreement by giving written notice to the other Party by the means set forth in this Section 11.12. 11.14 Governing Law and Modification. This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to its choice of law provisions. Any action seeking legal or equitable relief arising out of or relating to this Agreement will be brought only in the courts of the state of California. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Any changes to this Agreement, or any additional or different terms in Client's purchase orders, acknowledgments or other documents will have no effect and will not supersede the terms of this Agreement. Any modifications or amendments to this Agreement must be in writing and signed by both Parties. 11.15 Rights and Remedies. Except as specifically provided in this Agreement, the rights and remedies provided in this Agreement and all other rights and remedies available to either Party at law or in equity are, to the extent permitted by law, cumulative and not exclusive of any other right or remedy now or hereafter available at law or in equity, neither asserting a right nor employing a remedy will preclude the concurrent assertion of any other right or employment of any other remedy. 11.16 Further Assurances. Each Party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement. 11.17 Non -Solicitation. Client will not solicit for employment, hire or enter into any independent contractor or other similar relationship with any employee of eSentire who has been involved, directly or indirectly, in the provision of any of the Services hereunder to Client during the immediately preceding 12-month period without the express prior written consent of an authorized eSentire executive. This Section 11.16 will not prohibit Client from hiring an employee of eSentire in response to an employment or contracting advertisement or other general solicitation not specifically targeted at such employee. 11.18 Counterparts. This Agreement may be executed by the Parties in one or more counterparts, each of which will be considered one and the same agreement. This Agreement may be delivered by facsimile, email or other functionally equivalent electronic means of transmission. [signature page follows] City of Moreno Valley — 2023-06-29 Page 9 of 10 (202305)