Item 15 - Agreement for Manage Detection and Response Services

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DocuSign Envelope ID: C810BDDC-DA5A-4F91-BF26-2652C2DCB8FC MSSA #: 00036602 Master Security Services Agreement 5.3 Client will not place or allow any lien or other encumbrance to be placed on such eSentire Equipment. Client will not remove the eSentire Equipment from its premises without the prior written consent of eSentire. Client authorizes eSentire to file any and all appropriate documentation, with no prior requirement to obtain Client's signature, to acknowledge and secure eSentire's ownership of such eSentire Equipment. 6. Term and Termination 6.1 The term of this Agreement will commence on the Effective Date and will continue in effect for an initial term of three years unless terminated earlier by either party. Client may terminate this Agreement at any time by giving eSentire written notice of its intent to terminate not less than 60 Days prior notice. The termination of this Agreement pursuant to Section 6.1 will not affect the validity of any Order Form(s) then in effect and any such Order Form(s) will continue in effect until termination of such Order Form(s) pursuant to the terms set forth therein. 6.2 Termination for Breach. Without prejudice to any other rights or remedies which it may have, either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and such material breach remains uncured 30 Days after receiving written notice of the breach from the non -breaching Party. For the avoidance of doubt, this cure period will not apply to any Client failure to pay Fees due under this Agreement and, in addition to eSentire's remedies under Section 3.4, eSentire may immediately terminate this Agreement by written notice to Client if Client fails to pay any Fees. 6.3 Insolvency. A Party may also terminate this Agreement immediately by written notice to the other party (i) if the other Party is declared insolvent or bankrupt by a court of competent jurisdiction; or (ii) if a petition is filed in any court of competent jurisdiction to declare the other Party bankrupt or for a reorganization under bankruptcy law or any similar statute and such petition is not dismissed within 60 Days after such filing or if a trustee in bankruptcy or a receiver or similar entity is appointed for the other Party or (iii) the affected Party has been unable to reasonably satisfy the other Party that it is able to perform its obligations in accordance with this Agreement and with no adverse impact to the other Party. 7. Effect of Termination 7.1 In the event either Party terminates this Agreement pursuant to Section 6.2 such Party may terminate any and all Order Forms then in effect between eSentire and Client with immediate effect, upon written notice to the other Party. 7.2 Upon termination of this Agreement, all rights granted by either Party to the other Party hereunder will revert to the granting Party, all licenses will terminate and Client's access to or use of the Services will immediately terminate, with the exception of eSentire's right to remove eSentire Equipment from Client's premises. All accrued rights to payment under this Agreement will survive termination. 7.3 Upon termination of this Agreement, Client will delete all copies of any Software provided by eSentire and all related materials. At eSentire's request, Client agrees to certify the deletion of such Software and/or return of the related materials to eSentire in writing. 7.4 Within 30 Days after any termination of this Agreement, each Party will return to the other Party or destroy all Confidential Information of the other Party, at the receiving Party's option. 7.5 Within 60 Days after any termination of this Agreement, Client will return the eSentire Equipment eSentire, at Client's expense. Client acknowledges and agrees that, if Client does not so deliver such eSentire Equipment within such 60-Day period, Client will pay eSentire a reasonable replacement charge per sensor to cover eSentire's costs to replace the eSentire Equipment. 8. Liability Limitations EXCLUDING LOSSES ARISING PURSUANT TO SECTION 9 OR FOR A PARTY'S GROSS NEGLIGENCE, WILLFUL OR INTENTIONAL MISCONDUCT OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S LIABILITY TO THE OTHER HEREUNDER FOR ANY LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, DEFICIENCIES, City of Moreno Valley — 2023-06-29 Page 5 of 10 (202305)