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materials and in any other media upon Santa Ana's approval, which shall not be <br />unreasonably withheld or delayed. In addition, Santa Ana agrees to act as a reference <br />to potential prospects of Shield Ops. <br />11. BENCHMARKING <br />With respect to any benchmark reports, Santa Ana acknowledges that the <br />contents of each benchmark report are based upon information contained in Shield Ops' <br />database. Santa Ana acknowledges Shield Ops' claim that the contents of such <br />database belong solely to Shield Ops and may be used by Shield Ops in future <br />engagements for other customers. Santa Ana also acknowledges that the information <br />contained in each benchmark report and other deliverables may become a part of <br />Shield Ops' database and may be used in future engagements for other customers. <br />Shield Ops cannot use any Santa Ana Data in Shield Ops' database unless such data <br />are coded to preserve anonymity and the security of such information. Under no <br />circumstances may Shield Ops include any Personally Identifiable Information that <br />Santa Ana has identified as Personally Identifiable Information in the database. <br />12. COMMON PERSONNEL <br />Shield Ops acknowledges that Mr. Rocky Edwards is an employee of Santa Ana <br />and Santa Ana acknowledges that Mr. Rocky Edwards is an officer and a director of <br />Shield Ops. Santa Ana agrees that Mr. Rocky Edwards can use the Service for <br />purposes of his employment with Santa Ana when he is working for Santa Ana in the <br />performance of his daily duties for Santa Ana. Both Shield Ops and Santa Ana agree <br />that Mr. Rocky Edwards will not be the point of contact for Santa Ana to contact Shield <br />Ops and Mr. Rocky Edwards will not be a representative of Shield Ops in any way while <br />he is pertorming his daily duties for Santa Ana. Mr. Rocky Edwards shall be allowed to <br />provide guidance and training as needed to assist Santa Ana on behalf of Shield Ops <br />when he is not working on Santa Ana's time. <br />13. RIGHT OF SHIELD OPS TO PROVIDE SERVICE TO THIRD PARTIES <br />Santa Ana recognizes that Shield Ops' employees performing the Services under <br />this Agreement may perform similar services for Third Parties, and this Agreement shall <br />not prevent Shield Ops from providing services or developing materials that are <br />competitive with those developed or provided hereunder regardless of any similarity to <br />such services or materials, provided, however, that Shield Ops shall not use or infringe <br />upon any Confidential Information of Santa Ana in the performance of such services for <br />Third Parties. <br />14. FEES AND PAYMENT <br />Santa Ana shall pay Shield Ops a subscription fee of one United States Dollar <br />($1 .00) for the Services for the Term. <br />Santa Ana shall also pay any taxes, whether federal, state, or local, however <br />designated, that may be validly levied or based upon this Agreement or upon the <br />Services and Documentation furnished hereunder, excluding, however, taxes based on <br />or measured by Shield Ops' net income, and any taxes or amounts in lieu thereof paid <br />or payable by Shield Ops in respect of the foregoing. Santa Ana shall have the right to <br />Version 0930'10 9