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DocuSign Envelope ID: C810BDDC-DA5A-4F91-BF26-2652C2DCB8FC
<br />MSSA #: 00036602
<br />Master Security Services Agreement
<br />This Master Security Services Agreement (this "Agreement") is by and between City of Moreno Valley ("Client"),
<br />with offices at 14177 Frederick Street, Moreno Valley, CA, United States, 92553, and eSentire America, Inc.
<br />("eSentire"), with offices at 451 Phillip Street Unit 135, Waterloo, ON, Canada N2L 3X2, each a "Party" and together
<br />the "Parties." This Agreement is effective on the date of the last signature below (the "Effective Date").
<br />1. Definitions
<br />In addition to the capitalized terms defined elsewhere in this Agreement or in the applicable Order Form, the
<br />following terms will have the meanings ascribed to them in this Section 1.
<br />"Affiliate" of a Party means any corporation or other legal entity that such Party directly or indirectly controls, is
<br />controlled by, or is under common control with. In this context, a Party "controls" a corporation or other entity if it
<br />or any combination of it and/or its Affiliates owns more than 50% of the voting rights for the board of directors or
<br />other mechanism of control for such corporation or other entity.
<br />"Client Data" means (a) data, records, files of Client including e-mail sent or received by personnel of Client, and (b)
<br />all reports generated for or by Client as a result of the provision or use of the Services, except to the extent such
<br />reports contain eSentire Intellectual Property.
<br />"Confidential Information" means any and all information disclosed by either Party ("Disclosing Party") to the other
<br />("Receiving Party") that is not deemed public information, that is not protected by Requirements of Law applicable
<br />to information that is Personal Information and that is marked "confidential" or "proprietary," or similar designation
<br />or which the recipient knows or has reason to know is regarded by the Disclosing Party as such, including oral
<br />information. For the avoidance of doubt, Confidential Information does not include any information that the
<br />Receiving Party can demonstrate: (a) was known to it prior to its disclosure hereunder by the Disclosing Party; (b) is
<br />or becomes known through no wrongful act of the Receiving Party; (c) has been rightfully received from a third party
<br />without restriction or disclosure and without breach by such third party of a non -disclosure obligation; (d) is
<br />independently developed by the Receiving Party; or (e) has been approved for release by the Disclosing Party's prior
<br />written authorization.
<br />"Day" or "Days" means calendar days, unless otherwise specified.
<br />"Encrypt" or "Encryption" means the use of an algorithmic process to transform data into a form in which there is a
<br />low probability of assigning meaning without the use of a confidential process or key;
<br />"Intellectual Property" means (a) any rights provided under (i) patent law, (ii) copyright law, (iii) trade -mark law, (iv)
<br />design patent or industrial design law or (v) any other statutory provision or common law principle applicable to this
<br />Agreement, including trade dress and trade secret law, which may provide a right in either ideas, formulae,
<br />algorithms, concepts, inventions or know-how generally, or the expression or use of such ideas, formulae,
<br />algorithms, concepts, inventions or know-how; and (b) any and all applications, registrations, licenses, sub -licenses,
<br />franchises, agreements or any other evidence of a right in any of the foregoing. eSentire's Intellectual Property
<br />includes New Intellectual Property, as defined in Section 2.4 below.
<br />"Order Form" means an ordering document, executed by the Parties, that specifies the Services to be provided to
<br />Client, including any amendments and supplements thereto. Each such Order Form, and any schedules, documents
<br />or other attachments thereto, incorporates and is subject to the terms and conditions of this Agreement.
<br />"Participating Affiliate" means a Client Affiliate authorized by Client under eSentire's processes to contract for
<br />Services in Participating Affiliate's own name subject to the terms of this Agreement.
<br />"Personal Information" means information that can be used on its own or in combination with other information to
<br />identify, contact, or locate a particular individual, including but not limited to, name, address, telephone number,
<br />email address, IP address, place of birth, mother's maiden name, sexual orientation, social insurance or social
<br />security numbers, credit history and score, financial records, password and login information, biometric data,
<br />medical records, health insurance number, employment information and driver's license number, as applicable
<br />and/or as defined and protected by Requirements of Law.
<br />"Requirements of Law" mean all laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules,
<br />regulations, official plans, permits, licenses, authorizations, directions, and agreements with any government
<br />authority, agency, body or department, whether federal, provincial, state, municipal or law of a jurisdiction outside
<br />City of Moreno Valley — 2023-06-29 Page 1 of 10 (202305)
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