|
DocuSign Envelope ID: C810BDDC-DA5A-4F91-BF26-2652C2DCB8FC
<br />MSSA #: 00036602
<br />Master Security Services Agreement
<br />Canada or the U.S. that now or at any time hereafter may be applicable to a Party in the performance of its
<br />obligations under this Agreement or any part of them (including all applicable privacy and data protection laws).
<br />"Services" means the services specified in an Order Form.
<br />"Systems" means any combination of hardware and software, including without limitation any telecommunication
<br />lines or other networking devices used to link such combination of hardware and software.
<br />2. Services, License Grants and Restrictions
<br />2.1 Services. eSentire shall provide to Client the Services as set forth in the Order Form during the Term. eSentire
<br />personnel shall remain under the direction and control of eSentire.
<br />2.2 Usage Restrictions. Except as expressly permitted by eSentire, Client will not (and will not allow any third
<br />party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, or
<br />underlying structure, ideas, or algorithms of the software provided or used by eSentire in delivering the
<br />Services ("Software") or the Services; (ii) copy or duplicate the Software or modify, translate, or create
<br />derivative works based on the Software; (iii) rent, lease, distribute, sublicense, resell, pledge, assign, or
<br />otherwise transfer, provide access to or encumber rights to Software or the other Services; or (iv) use the
<br />Services or Software for service bureau purposes or otherwise for the benefit of a third party. Client will use
<br />the Services solely in compliance with all Requirements of Laws.
<br />2.3 Ownership and Use of Client Data. Except as provided below, eSentire expressly acknowledges and agrees
<br />that as between Client and eSentire, Client is the owner of and has exclusive rights, title and interest in and
<br />to Client Data. Notwithstanding the foregoing, to the extent any reports provided by eSentire to Client
<br />hereunder include any eSentire Intellectual Property including without limitation, the format of such reports,
<br />eSentire shall retain all rights in and to such eSentire Intellectual Property. eSentire hereby grants to Client a
<br />nonexclusive, nontransferable, limited license to use such eSentire Intellectual Property solely for the
<br />purposes for which such reports are provided by eSentire to Client pursuant to this Agreement. Client will
<br />not create derivative works based upon, using or incorporating any eSentire Intellectual Property,
<br />disassemble or reverse engineer, decompile or design around any eSentire Intellectual Property. eSentire will
<br />have the right to access and use such Client Data solely (i) as necessary to provide the Services and (ii) for
<br />trend analysis that may assist eSentire in the provision of its services in its business generally, provided that
<br />no such trend analysis will result in the disclosure of any Personal or Confidential Information about or from
<br />Client or its employees or customers. eSentire will not retain, use, disclose, sell, or otherwise process Client
<br />Data for any purpose other than the specific purpose of performing the Services under this Agreement.
<br />2.4 Freedom to Use Ideas. The ideas, formulae, algorithms, concepts, inventions, know how, improvements,
<br />discoveries, processes and other information and materials ("New Intellectual Property") developed during
<br />the course of performing Services for Client under this Agreement by eSentire and/or eSentire personnel will
<br />become the sole Intellectual Property of eSentire, except to the limited extent such New Intellectual Property
<br />contains Client Data. eSentire may use any such New Intellectual Property without limitation, including by or
<br />for its clients or customers other than Client, notwithstanding anything to the contrary contained in this
<br />Agreement.
<br />2.5 Retention of Rights. Except for the rights expressly granted under this Section 2, eSentire, or its third -party
<br />vendor(s) or licensor(s), as applicable, retains all right, title, and interest in and to all Software, eSentire
<br />hardware and embedded proprietary software ("Equipment"), Services, and all Intellectual Property created,
<br />used, or provided by eSentire to Client pursuant to this Agreement. eSentire will also own all right, title, and
<br />interest in and to all modifications or derivatives of, and improvements to, Software, eSentire Equipment and
<br />Services. Client acknowledges that nothing contained herein will constitute an assignment or transfer of any
<br />such eSentire Intellectual Property to Client.
<br />2.6 Update of the Services. eSentire reserves the right in future to make additions, changes or updates to
<br />components of the Services (including end of life, removal of features) (collectively, "Changes"). If such
<br />components are no longer supported or made available by eSentire, eSentire will give Client at least 90 Days'
<br />prior written notice of any planned, material Changes to the Services together with associated
<br />City of Moreno Valley — 2023-06-29 Page 2 of 10 (202305)
<br />
|