Item 15 - Agreement for Manage Detection and Response Services

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Docusign Envelope ID: DA411727-B3A7-4B6F-AC98-ED7692626C6A MSSA 4; 00045246 Master Security Services Agreement 10.1.6.1 give prompt written notice of any such requirement for disclosure to the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy or response; 10.1.6.2 take such steps as are reasonably necessary and available to maintain the confidentiality of the Confidential Information by such court, administrative or regulatory body; 10.1.6.3 in any event, make such disclosure only to the extent so legally required; and 10.1.6.4 except as otherwise provided in this Agreement, not use, or disclose to third parties any Confidential Information of the Disclosing Party unless required by law or expressly consented to by the Disclosing Party. 11. General Provisions 11.1 Interpretation. In this Agreement: (i) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (ii) all usage of the ward "including" or the phrase "e.g.," in this Agreement mean "including, without limitation," throughout this Agreement; (iii) all monetary amounts are expressed in United States dollars, unless expressly provided otherwise. Headings and the division of this Agreement into articles and sections are for convenience of reference only and is not intended to and will not affect the interpretation hereof. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions contained in an Order Form, the terms and conditions of the Order Form will take precedence. 11.2 No Licenses. Unless otherwise expressly provided in this Agreement, no licenses to any technology, trademarks, or any other Intellectual Property rights of a Party or any third party are granted by virtue of this Agreement, 11.3 Force Majeure. With the exception of Client's obligation to make payment hereunder, either Party may be excused for any delay or failure to perform its duties and obligations hereunder to the extent such failure is caused by any circumstances beyond such Party's reasonable control including, but not limited to, acts of God, fire, flood, war, sabotage, terrorism, civil or military authority, labor disputes, accidents, power surges or failures, internet connectivity, or the act or omission of any third party (a "Force Majeure Condition"). The Party affected by the Force Majeure Condition will be excused from such performance for a period no longer than the delay or failure in performance caused by the Force Majeure Condition, provided such Party uses (i) industry standard procedures to minimize the disruption caused by and (ii) reasonable efforts to remove the cause(s) of the Force Majeure Condition. 11.4 Entire Agreement. This Agreement supersedes and cancels all previous agreements, proposals or representations related to the subject matter. 11.5 Assignment. Client will not assign this Agreement without the prior written consent of eSentire. Notwithstanding the foregoing, Client may assign this Agreement without such consent in connection with the transfer or sale of all or substantially all of its stock, assets or business relating to the Services to which this Agreement relates. Client will give eSentire written notice of any such permitted Assignment within 30 days after the closing date of such transfer or sale. Notwithstanding the foregoing, in order for any assignment to be effective, the assignee must (i) agree in writing to be bound by the terms of this Agreement and (ii) demonstrate to eSentire's reasonable satisfaction that it possesses the financial ability to perform Client's obligations hereunder. 11.6 Severability. In the event that any provision of this Agreement is found to be illegal, void, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remainder of the Agreement will remain in full force and effect. 11.7 Relationship of Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither Party has any authority of any kind to bind the other in any respect whatsoever. Neither Party has any right to or will make any contracts, warranties or representations or assume or create any other obligations, express or implied, in the other Party's name or on its behalf. City of Santa Ana - March 26, 2025 Page 8 of 12 (2023-11)