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DocuSign Envelope ID: C810BDDC-DA5A-4F91-BF26-2652C2DCB8FC
<br />MSSA #: 00036602
<br />Master Security Services Agreement
<br />COSTS OR EXPENSES, INCLUDING THE REASONABLE FEES AND REASONABLE EXPENSES OF LEGAL COUNSEL,
<br />ACCOUNTANTS OR OTHER EXPERTS AND PROFESSIONAL ADVISERS (COLLECTIVELY, "LOSS"), ARISING FROM OR
<br />RELATING TO THIS AGREEMENT OR THE PROVISION OF THE SERVICES HEREUNDER WILL NOT EXCEED THE AMOUNT
<br />PAID BY CLIENT TO ESENTIRE FOR THE SPECIFIC SERVICE TO WHICH SUCH CLAIM RELATES DURING THE SIX-MONTH
<br />PERIOD PRIOR TO THE DATE THE LOSS OCCURRED. REGARDLESS OF THE NATURE OF THE CLAIM OR THEORY OF
<br />LIABILITY (INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY REQUIREMENTS OF LAW, BREACH OF CONTRACT,
<br />STRICT LIABILITY, NEGLIGENCE OR OTHER TORT), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY:
<br />INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF THE PARTY
<br />CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OR HAD KNOWLEDGE OF THE POSSIBILITY OF SAME OR COULD
<br />REASONABLY HAVE FORESEEN SAME), INCLUDING LOST BUSINESS REVENUE, LOSS OF DATA, BUSINESS
<br />INTERRUPTION, LOSS OF PROFITS OR FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS). THE PARTIES AGREE
<br />THAT THIS SECTION 8 REPRESENTS A REASONABLE ALLOCATION OF RISK.
<br />9. Indemnities
<br />9.1 eSentire Intellectual Property Infringement Indemnity. eSentire will defend or settle, indemnify and hold
<br />Client and its Affiliates, subsidiaries, officers, directors, employees, agents and assigns harmless from and
<br />against any third party claim, suit or proceeding, and pay any damages awarded in a final judgment against
<br />Client, based on a claim that any eSentire Service or eSentire Equipment (for purposes of convenience in this
<br />Section 9, collectively "Services" or "Service") as provided under this Agreement infringes any U.S. copyright,
<br />patent right, trademark or similar proprietary right of any third party (a "Third Party IP Claim"). eSentire will
<br />also pay reasonable attorneys' fees and expenses incurred in connection with such defense or settlement.
<br />Notwithstanding the foregoing, eSentire will have no indemnity obligation or liability hereunder to Client for
<br />any Third Party IP Claim which is due in whole or in part, directly or indirectly, to: (i) modification by Client or
<br />any third party on Client's behalf or direction of the Services or associated technology, provision of the
<br />Services other than by eSentire or by another party at the direction or instruction of eSentire, including any
<br />portion of the Software or hardware provided to Client as part of the Services; or (ii) combination of eSentire's
<br />Services with parts, equipment, software, devices or third -party services not provided by eSentire where such
<br />infringement would not exist but for such combination; or (iii) any willful misconduct or fraudulent action of
<br />Client or any third party. For greater certainty, eSentire will not settle any Third Party IP Claim in a manner
<br />that attributes liability to Client without Client's written consent (which consent will not unreasonably be
<br />withheld). In the event that the Services are held to or believed by eSentire to infringe any third party U.S.
<br />copyright or patent right, eSentire will have the option to: (x) replace or modify the Services to be non -
<br />infringing, provided that such modification or replacement provides substantially similar features and
<br />functionality; (y) obtain for Client the right to continue using the Services; or (z) if both (x) and (y) are not
<br />reasonably practicable, terminate this Agreement on written notice to Client and refund to Client the prorata
<br />portion of the Fees paid to eSentire for the Services not provided by eSentire after the date eSentire received
<br />notice of the Third Party IP Claim. eSentire will not have any obligation to indemnify Client hereunder with
<br />respect to any claim that any third -party "open source" or "shareware" software incorporated into any
<br />Software provided hereunder infringes any third -party U.S. copyright, patent or similar proprietary right.
<br />ESENTIRE WILL HAVE NO OBLIGATION TO CLIENT IF ANY ALLEGED THIRD PARTY IP CLAIM IS BASED UPON THE
<br />USE OF THE SERVICES FOR A PURPOSE FOR WHICH THE SERVICES WERE NOT INTENDED OR UPON USE OF
<br />ANYTHING OTHER THAN THE MOST CURRENT VERSION OF THE SERVICES.
<br />9.2 Mutual General Indemnity. Each Party will defend or settle, indemnify and hold harmless the other Party and
<br />its Affiliates, subsidiaries, officers, directors, employees and agents (individually and collectively,
<br />"Indemnitee") harmless from and against any and all third -party claims, actions, damages, losses, liabilities
<br />and expenses (of whatever form or nature including, without limitation, reasonable attorneys' fees and
<br />expenses and all costs of litigation), whether direct or indirect, alleging damages (each a "Covered Claim") (i)
<br />to real or personal property or personal injury and caused by the active negligence or willful or intentional
<br />misconduct of the indemnifying Party or its Affiliates, officers, directors, employees or agents (individually
<br />and collectively, "Indemnitor"); (ii) arising out of or relating to Indemnitor's violation of any Requirements of
<br />Law; (iii) with respect to any Third Party Services, arising out of or relating to Client's failure to obtain the
<br />required authorizations or third -party consents, or the adequacy of such consents; or (iv) with respect to
<br />Client's indemnification obligations under this section, arising out of or relating to a Client Indemnitor's failure
<br />City of Moreno Valley — 2023-06-29 Page 6 of 10 (202305)
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