Item 15 - Agreement for Manage Detection and Response Services

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Docusign Envelope ID: DA411727-B3A7-486F-AC98-ED7692626C6A M55A 9: 00045246 Master Security Services Agreement 2.6 Update of the Services, eSentire reserves the right in future to make additions, changes, or updates to components of the Services (including end of life, removal of features) (collectively, "Changes"). If such components are no longer supported or made available by eSentire, eSentire will give Client at least 90 Days' prior written notice of any planned, material Changes to the Services together with associated implementation timelines. If Client believes any such Change will have a material adverse impact on its use of such Services, and eSentire cannot reasonably mitigate the impact of such Change within 30 Days after receipt of Client's written notice of such material adverse impact then Client may, following the end of such 30-Day Period, terminate the affected Service(s) upon 60 Days' prior written notice to eSentire. 2.7 Client Responsibilities. Client hereby agrees to perform its obligations as set forth in the applicable Order Form. 3. Fees and Payment Terms 3.1 Fees. The fees for Services are set forth on the Order Form (the "Fees"). If Client requests or eSentire recommends additional Services, the Parties will execute a separate Order Form for such additional Services. 3.2 Invoicing. eSentire will invoice Client as indicated in the applicable Order Form and Client agrees to pay all invoices upon receipt. If Client in good faith believes that eSentire has billed Client incorrectly, Client must notify eSentire in writing no later than 30 Days after the date of such invoice. The Parties will cooperate in good faith to resolve any billing concern raised by Client within such 30-Day period. eSentire reserves the right to charge interest at the rate of the lesser of (i) 1.5% per month or (ii) the maximum amount allowed by law, in respect of invoiced amounts that have remained unpaid for more than 30 Days after the date of the applicable invoice. If eSentire pursues collection efforts against Client due to Client's failure to pay Fees when due hereunder, Client will pay eSentire's reasonable costs of collection, including any legal fees related thereto. 3.3 Taxes. All Fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature including, without limitation, fees, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Client is responsible for self -assessment of and self -remission of any and all Taxes associated with this Agreement to the applicable collecting agency or party. In the event that eSentire pays Taxes on behalf of the Client, the Client will reimburse eSentire for its payment of all such Taxes imposed upon the services provided hereunder to Client (excluding Taxes based upon e5entire's income). 3.4 Suspension of Services. eSentire reserves the right, but assumes no obligation, to suspend performance of the Services with immediate effect on written notice to Client in the event Client is more than 30 days overdue in making payments that have not been disputed in good faith. 4. Warranties 4.1 Mutual. Each Party represents and warrants to the other that it has the right to enter into this Agreement, and that the consent of no other person or entity is necessary for it to enter into or fully perform this Agreement. 4.2 eSentire Warranties. eSentire represents, warrants, and covenants to Client as follows: 4.2.1 the Services will be performed by qualified personnel in a good, workmanlike, professional manner and substantially in accordance with the applicable Service description provided in the applicable Order Form; 4.2.2 it is not under any contractual obligation that would preclude it from entering into this Agreement or providing the Services hereunder; 4.2.3 it is the owner or licensee of the Software used in providing the Services and has all rights necessary to grant the rights herein and to perform its obligations hereunder. In the event that the Software is held to or believed by e5entire to infringe third party Intellectual Property, Client's sole remedy will be the remedy set forth in Section 9.1; City of Santa Ana - March 26, 2025 Page 3 of 12 (2023-11)