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a• Cherry
<br />`,, Bekaert Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />Partner (as defined in Section 2.3 below) in connection with performing or providing any Technology
<br />Partner Service (as defined in Section 2.3 below).
<br />1.8. "Work Product" means any and all works, materials, designs, specifications, systems,
<br />innovations, documentation or reports that are developed, produced, generated or provided by Cherry
<br />Bekaert to Customer In connection with Cherry Bekaert's performance of the Services as set forth in each
<br />applicable SOW, but specifically excluding any Background IP, Customer Data, Technology Partner
<br />Service and Technology Partner IP.
<br />2. Services. Cherry Bekaert agrees to provide to Customer the Services described in each SOW in
<br />accordance with this Agreement. SOWS signed by both Parties may be added to this Agreement from
<br />time -to -time by reference to this Agreement. The method and means of providing the Services shall be
<br />under the control, management, and supervision of Cherry Bekaert, giving due consideration to the
<br />requests of Customer. The Services may include advice and recommendations of Cherry Bekaert, but
<br />management decisions in connection with the execution and communication of such advice and
<br />recommendations are Customer's sole responsibility.
<br />2.1. Non -exclusivity. Nothing herein shall be deemed to preclude the Parties from retaining or
<br />performing the same or similar type of services for other persons or entities undertaking the same or
<br />similar functions as those undertaken by Customer or Cherry Bekaert hereunder or from independently
<br />developing or acquiring goods or services that are similar to, or competitive with, the goods or services,
<br />as the case may be, contemplated under this Agreement.
<br />2.2. Use of Third -Party Service Providers. In connection with Cherry Bekaert's performance of
<br />the Services, Cherry Bekaert may use the services of domestic and foreign (as permitted by applicable
<br />law) independent contractors or temporary or loaned employees, all of whom may be considered a third -
<br />party service provider (each, a "Third -Party Service Provider"). Cherry Bekaert remains responsible for
<br />the oversight of all Services performed by the Third -Party Service Provider and for ensuring that such
<br />Services are performed in accordance with this Agreement. Cherry Bekaert will enter into a contractual
<br />agreement with the Third -Party Service Provider to maintain the confidentiality of confidential information.
<br />2.3. Technology Partners. In connection with Cherry Bekaert's performance of the Services,
<br />Cherry Bekaert may use, offer, make available, provide access to, sell, resell, incorporate, embed and/or
<br />install certain software, application, hardware and/or technological communication products or services
<br />(each, "Technology Partner Service") offered by third -party technology providers (each, a "Technology
<br />Partner"), including, but not limited to software -as -a -service (SaaS), infrastructure -as -a -service (laaS),
<br />and p latform-as-a-se ry ice (PaaS) whether or not such Technology Partner Service works in conjunction
<br />with the Services or is provided on a stand-alone basis. Customer agrees that Cherry Bekaert does not
<br />make any representations or warranties as to, and Cherry Bekaert will have no liability regarding, any
<br />Technology Partner Service, Technology Partner IP or any products or services of any Technology
<br />Partners regardless of whether or not such Technology Partner or their products or services are
<br />designated by Cherry Bekaert as "a partner," "validated," "certified" or otherwise. Customer releases
<br />Cherry Bekaert from any liability or obligations arising from any Technology Partner Service, Technology
<br />Partner IP or any products or services of any Technology Partners. Customer agrees to comply with all
<br />additional terms of use, end user license agreements, user agreements, or other terms and conditions of
<br />the Technology Partner that are applicable to Technology Partner Service or Technology Partner IP, each
<br />as required by the Technology Partner. Any exchange of Customer Data, trade secrets, Confidential
<br />Information (defined below), or proprietary information or other interaction between Cherry Bekaert and/or
<br />a Customer and a Technology Partner, and any purchase by Cherry Bekaert or a Customer of any
<br />product or service offered by such Technology Partner, is solely between Cherry Bekaert and/or
<br />Customer and the Technology Partner and subject to the applicable Technology Partner terms of use,
<br />end user license agreements, user agreements, or other terms and conditions of the Technology Partner,
<br />each as required by such Technology Partner. Except as may be agreed to in writing by such Technology
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
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