Item 15 - Agreement for Manage Detection and Response Services

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Docusign Envelope ID: DA411727-B3A7-4B6F-AC98-ED7692626C6A MSSA H: 00045246 Master Security Services Agreement of the indemnifying Party or its Affiliates, officers, directors, employees or agents (individually and collectively, "Indemnitor"); (ii) arising out of or relating to Indemnitor's violation of any Requirements of Law; (iii) with respect to any Third Party Services, arising out of or relating to Client's failure to obtain the required authorizations or third -party consents, or the adequacy of such consents; or (iv) with respect to Client's indemnification obligations under this section, arising out of or relating to a Client Indemnitor's failure to Encrypt Confidential Information or personal information pursuant to Requirements of Law or this Agreement. Client will Encrypt all Confidential Information and Personal Information provided or made available to eSentire under this Agreement. "Covered Claims" exclude any claim alleging damages to the extent caused by the negligence, fraud, or willful misconduct of an Indemnitee or for which eSentire is responsible under Section 9.1. 9.3 Procedure. Each Party's (as "Indemnitor") indemnity obiigations under this Section 9 are contingent on the other party promptly notifying the Indemnitor in writing of any claim or threat thereof, promptly tendering to the Indemnitor sole control of the defense and any settlement of such claim, and providing to Indemnitor (at Indemnitor's cost) any reasonable assistance necessary to such defense or settlement. Indemnitor will not be responsible for any settlement it does not approve in writing (which consent will not unreasonably be withheld). THIS SECTION 9 SETS FORTH THE PARTIES' ENTIRE LIABILITY, AND THE PARTIES' SOLE REMEDIES, IN THE EVENT OF ANY THIRD PARTY IP CLAIMS OR COVERED CLAIMS HEREUNDER. 10. Confidentiality 10.1 The Receiving Party: 10.1.1 will not, directly, or indirectly, use or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever except as expressly permitted hereunder or unless and until expressly authorized to do so by the Disclosing Party; 10.1.2 will use, disclose, and reproduce the Confidential Information of the Disclosing Party only to the extent necessary to fulfill the Receiving Party's obligations or exercise its rights under this Agreement; 10.1.3 will promptly comply with requests made by the Disclosing Party to delete Confidential Information when such Confidential Information is no longer needed by the Receiving Party to perform its obligations hereunder; 10.1.4 will disclose the Confidential Information of the Disclosing Party only to those of its representatives, professional advisors, subcontractors and its Affiliates and their representatives, professional advisors and subcontractors (collectively, "Representatives" for purposes of this Section 10) who have a need to know such Confidential Information for the purposes of fulfilling the Receiving Party's obligations or exercising its rights under this Agreement, and who have assumed obligations of confidentiality equal to or greater than the obligations of the Receiving Party under this Section 10 with respect to the Confidential Information. In all cases, the Receiving Party will be responsible for any (a) loss or theft of, or unauthorized access to the Disclosing Party's Confidential Information or (b) violation of Requirements of Law applicable to Confidential Information by its Representatives; 10.1.S will use reasonable efforts to treat, and to cause all of its Representatives to treat, the Disclosing Party's Confidential Information with at least the same degree of care the Receiving Party exercises in protecting its own Confidentiai Information and, in any event, with no less than a reasonable standard of care; and 10.1.6 will be entitled to disclose Confidential Information if such disclosure is required (i) by a court, administrative or regulatory body (including a stock exchange) of competent jurisdiction, whether as a result of any application made by the Receiving Party, a request made by an individual Data Subject, as defined in the General Data Protection Regulation, or (ii) pursuant to an investigation initiated by a regulatory body, other governmental authority or pursuant to court order, provided that the Receiving Party will: City of Santa Ana - March 26, 2025 Page 7 of 12 (2023-11)