Beverly Hills City Council
February 19, 2025

AGENDA REPORT
Meeting Date: February 19, 2025
Item Number:

To: Honorable Mayor & City Council
From: David Schirmer, Chief Information Officer
Raminta Ivanilova, Management Analyst
Subject: APPROVAL OF AN AGREEMENT WITH VERINT AMERICAS, INC.

FOR PROFESSIONAL SERVICES, SOFTWARE LICENSING, AND

SUPPORT SERVICES FOR CUSTOMER RELATIONSHIP
MANAGEMENT SOFTWARE RELATED TO THE CITY’S CUSTOMER
SERVICE INITIATIVES; AND

APPROVAL OF A CORRESPONDING PURCHASE ORDER IN THE
NOT-TO-EXCEED AMOUNT OF $297,356.27
Attachments: 1. Agreement

RECOMMENDATION
Staff recommends City Council move to approve a three (3)-year agreement with Verint Americas, Inc. for software licensing, hosting, and support services, as well as one-time professional services for a replacement Customer Relationship Management (CRM) system in furtherance of the City’s customer service program. Additionally, staff recommends approval of a purchase order in the not-to-exceed amount of $297,356.27 which includes one-time professional services fees of $95,306.27, and annual licensing and support fees of $67,350.

Staff recommends that City Council waive the bidding requirements pursuant to the software bid exception, Beverly Hills Municipal Code Section 3-3-112(E) where items eligible for bidding exception are circulating library materials, including books, periodicals, films, and recordings; computer software, hardware maintenance services or software maintenance services; food, condiments, and similar items; or art.

Meeting Date: February 19, 2025

INTRODUCTION
This initiative provides for the planned replacement of the existing customer relationship management system to better support the City’s AskBH call center operations, as well as other customer service initiatives.

DISCUSSION
Definition and background
A customer relationship management system is a software tool designed to help the City manage interactions with residents, businesses, and other stakeholders. A CRM helps streamline communication, improve service delivery, and enhance citizen engagement.

Overall, a CRM system enables the City deliver better services, foster transparency, and build stronger relationships with the community.

Some key features and benefits of a CRM include:

1. Citizen Service Requests: The public can submit requests for services, such as reporting potholes, requesting garbage pickup, or asking a question. The CRM system tracks these requests and ensures they are addressed in a timely manner.

2. Communication Management: The system centralizes communication channels (e.g., emails, phone calls, social media messages) between the City and the public, ensuring responses are prompt and organized.

3. Case Management: City staff can track and manage cases or issues raised by the public from start to finish, ensuring accountability and follow-up.

4. Data Analytics and Reporting: The system collects data on service requests, complaints, and feedback, allowing the City to identify trends, optimize service delivery, and make data-driven decisions.

5. Personalized Service: By tracking the history of interactions and preferences, the City can provide more personalized services, improving constituent satisfaction.

Process
The Information Technology Department working with AskBH staff determined that the current CRM no longer meets the customer service needs of the City. Selecting a new CRM system involved a structured process to ensure the software meets the City’s current requirement for a robust system for both internal staff and the public. Below is a brief overview of the software selection process used to determine the final selection:

1. Needs Assessment:
o Identify key objectives for the CRM (e.g., improving citizen engagement, streamlining service requests).
o Gather input from various departments, such as public works, customer service, and IT, to understand the requirements.

2. Define Requirements:
o Establish functional and technical requirements, such as case management, reporting tools, integration with existing systems Meeting Date: February 19, 2025

o Consider factors like ease of use, accessibility, and mobile support for citizens and staff.

3. Market Research:
o Conduct research to identify potential CRM vendors that specialize in municipal needs.
o Explore reviews, demos, and case studies to gauge the effectiveness of each solution in a government setting.

4. Vendor Evaluation:
o Assess vendors based on criteria such as functionality, cost, support, implementation time, and customer service.

By following these steps, the City selected the system that best aligns with the long-term vision for citizen engagement and service delivery. Staff determined that the CRM offering from Verint Americas, Inc. was the overall best fit for the City.

FISCAL IMPACT
Costs associated with this three-year agreement were anticipated and will be funded from the Information Technology Department CIP budget # 41001501 850000 00856, and will be broken out as follows:
 FY 2024-2025
o $95,306.27 one-time professional services
o $67,350 annual licensing and support costs
 FY 2025-2026
o $67,350 annual licensing and support costs
 FY 2026-2027
o $67,350 annual licensing and support cost
NOTE: The agreement calls for a potential annual escalator of the licensing and support cost of no more than 5%.

David Schirmer
Chief Information Officer
Approved By
Attachment 1
VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 1 of 42 Currency: USD
ORDER: 567367 - 3
This Order is attached to and made a part of the Master SaaS Agreement by and between Verint Americas Inc. (“Verint”) and City of Beverly Hills ("Customer") with an Effective Date of February , 2025 (“Agreement”). The effective date of this document shall be the date of the last signatory.

1. SAAS ACCESS RIGHTS AND INITIAL SAAS ACCESS FEES:

Item # Description Term
(Months)
Units UOM Sell Price
93-531-1300 Verint Knowledge Management Professional Add On Interactions – SaaS
36 100,000 Interactions 12,000.00
93-531-1309 Verint Knowledge Management Professional Employee Based Interactions- SaaS
36 125,000 Interactions 78,750.00
93-531-1320 Case Management - Interactions (Self-Serve - Web / API) - SaaS 36 15,000 Case Interactions 13,500.00 93-531-1321 Case Management - Interactions (Assisted Serve - Staff) - SaaS 36 80,000 Case Interactions 60,000.00 93-531-1204 Engagement Management Professional Local Government Data Model and Reports for MS Power Business Intelligence - SaaS 36 1 Instance 22,050.00
93-531-1260 Verint for Citizen Engagement Sandbox Essential - SaaS 36 1 Sandbox 15,750.00 TOTAL INITIAL SAAS ACCESS FEE – 36 MONTH: 202,050.00
ANNUAL SAAS ACCESS FEE – 12 MONTH: 67,350.00
The Access Term for the above SaaS Services is for the number of months set forth in the table above commencing on the effective date of this Order and is noncancellable. Verint may increase the annual Access Fee for the first successive 12-month Access Term by no more than five percent (5%) above the 12-month value of the fee paid for the initial Access Term.

Annually during the initial Access Term only, Customer has the right to exchange up to twenty five percent (25%) of the remaining SaaS Access Fee value applicable to the SaaS Access Rights subscribed for non-Bot Offerings, to the equivalent SaaS Access Rights value for Bot Offerings. Customer may initiate such exchange right by executing a subsequent Order with Verint detailing the quantity of SaaS Access Rights to be exchanged from and to, and the exchange shall be effective the start of the next annual Billing Period. The right to exchange requires 90 days’ advance written notice prior to that annual Billing Period. Any renewal Access Terms thereafter shall be based on the quantity of SaaS Access Rights then in effect after such subsequent Order(s).

The value of the SaaS Access Fees for the non-Bot Offering to be exchanged shall be calculated pro rata based on the quantity of SaaS Access Rights to be decreased for the remainder of the Access Term. The quantity of SaaS Access Rights for the Bot Offerings to be subscribed in exchange shall be calculated based on Verint’s then-current list price, less any discount negotiated at the time of the subsequent exchange Order.

The term “Bot Offering” refers to Verint’s AI-specific SaaS Service offerings available under this AI exchange program, as found at the following link:
https://www.verint.com/wp-content/uploads/2024/06/verint-exchange-rights-program-eligible-products.pdf.

2. FIXED FEE PROFESSIONAL SERVICES FEES:

Item # Fixed Fee Professional Services Units UOM Sell Price 89-555-0201 Fixed Fee Services
To be delivered in accordance with the attached Statement of Work 1 Each 95,306.27
TOTAL FIXED FEE PROFESSIONAL SERVICES FEE: 95,306.27

3. TOTAL FEES FOR THIS ORDER: 297,356.27

4. INVOICING AND PAYMENT TERMS: All invoices will be paid by Customer in accordance with the Agreement, and invoices will be issued as follows:

SAAS ACCESS FEES: The total initial SaaS Access Fee will be invoiced on a pro rata annual basis. The first invoice shall be on or soon after the effective date of this Order and each following invoice will be issued on the date sixty (60) days prior to each anniversary of the effective date of this Order through the Access Term.

FIXED FEE PROFESSIONAL SERVICES FEES: Verint will invoice Customer for the total Fixed Fee Professional Services Fee in the amounts set forth below.

Upon Verint’s receipt of the Completion of Services (“COS”) form approved by Customer for each of the following Milestones:

Milestone Description Invoice Amount Percentage
Project Initiation 23,826.57 25%
Discovery and Design 23,826.57 25%
Configuration and Build 23,826.57 25%
Production Readiness 23,826.56 25%

5. DEFINITIONS AND THIRD PARTY APPLICATIONS: The following definition(s) apply to this Order, and specify the type and manner in which each applicable product above is licensed for use hereunder in accordance with the terms and conditions of the Agreement:

Verint for Citizen Engagement Sandbox Essential - SaaS "The Sandbox (a) is applicable solely to those products listed below to which Customer is subscribed for use in a Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 2 of 42 SaaS production environment, for up to 25 users; (b) is deployed as a standard Verint environment with the same administrative rights as the production environment; (c) has a maximum capacity of 10GB; (d) will be updated subject to Verint’s standard change management process except that new “major” releases will be applied at least two (2) weeks before deployment in Customer’s production SaaS environment; (e) does not permit performance testing; and (f) does not include any configuration services or change migration services from one environment to another. Verint will use commercially reasonable efforts to enable an Uptime Percentage of 90% with respect to the Sandbox. Customer acknowledges and agrees that no Service Level Credits are applicable to the Sandbox.

Products: Verint for Citizen Engagement Platform - SaaS, Verint for Citizen Engagement - Employee Desktop - SaaS, Verint for Citizen Engagement - Employee Desktop (Case Handler Only) - SaaS, Verint for Citizen Engagement - Data Model and Reports for Power BI - SaaS, Verint for Citizen Engagement - CTI Connector (CCVA) - SaaS, Verint for Citizen Engagement - Messaging – SaaS, Verint for Citizen Engagement - Search - Documents Indexed - 1 to 5,000 - SaaS, Verint for Citizen Engagement - Social Engagement Add On - SaaS, Verint for Citizen Engagement - Transactions (APIs, Customer Portal) Add On" "Instance" means each copy of the relevant Software installed on one or multiple servers acting as a single system. "Sandbox" is a test environment limited for use for testing Customer specific configurations and integrations, and Verint major releases, and is provided without service level or availability obligations.
"Case Interactions” means the total aggregate number (measured over each 12-month period commencing on the effective date of the applicable Order) of case creations and engagements including call, email, chat and web. Interactions not consumed during each 12-month period are not carried over and shall be reset at the beginning of each successive 12-month period.
“Interactions” means the total aggregate number (measured over each 12-month period commencing on the effective date of the applicable Order) of (i) distinct individuals who send or receive content over any channel within a 24-hour period; and/or (ii) knowledge articles and all content types viewed. Interactions not consumed during each 12-month period are not carried over and shall be reset at the beginning of each successive 12-month period Use of all third party applications provided by Verint is expressly limited to use in conjunction with the Products (i.e. may not be used independent of the Products).

6. ADMINISTRATIVE:

Address
Type
Reference Contact Name Email Phone Address
Project/Billing/
Shipping
Beverly Hills, CA Anne Salvatore [email protected] (310) 288-2891 455 N Rexford Dr Beverly Hills, CA 90210

7. ACKNOWLEDGEMENT: IF THE SIGNATURE BELOW IS AN AFFILIATE OF THE SIGNATORY TO THE AGREEMENT, SUCH AFFILIATE HEREBY AGREES TO ABIDE BY ALL TERMS AND CONDITIONS OF THE AGREEMENT. NO PURCHASE ORDER IS REQUIRED FOR THIS ORDER. THE PARTIES HERETO REPRESENT AND WARRANT TO EACH OTHER THAT THE RESPECTIVE PARTY’S SIGNATORY BELOW HAS THE AUTHORITY TO BIND THE PARTY.

IN WITNESS WHEREOF, Customer and Verint have caused this document to be executed by their duly authorized representatives as of the respective dates below.

ACCEPTED: ACCEPTED:

VERINT AMERICAS INC. CITY OF BEVERLY HILLS
Authorized Representative Authorized Representative
Printed Name Printed Name
Title Title
Date Date

THE TERMS, CONDITIONS, AND FEES CONTAINED IN THIS ORDER ARE VALID PROVIDED IT IS EXECUTED BY CUSTOMER/AFFILIATE AND RECEIVED BY VERINT ON OR BEFORE FEBRUARY 21, 2025.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 Kurt Schneider
CFO Americas
January 28, 2025 | 10:01 PST
VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 3 of 42 Statement of Work
To Order No.
567367
Customer Name: City of Beverly Hills
Account Executive: Robin Egan
VP of Services: Mark Nesbitt
Services Delivery Manager: Kesha Lacks
Table of Contents
Section 1: Introduction & Summary
Section 2: Implementation Services (Fixed Fee Services) Section 3: Training Services (Fixed Fee Services)
Section 4: Attachments
Attachment A: Change Order Request Form
Attachment B: Sample Milestone Completion of Services Form Section 1: Introduction and Summary
This statement of work (“SOW”) is an attachment to Order No. 567367 (“Order”) and is attached to and made a part of the Contract for Professional Services, as amended, by and between Verint Americas Inc., (“Verint”) and the City of Beverly Hills (“Customer”). The attachments are incorporated herein and made a part hereof by reference (the “Attachments”):

With respect to this SOW, and regardless how so defined in the Agreement, any reference to “Customer” herein shall be a reference to the entity (other than Verint) that executed the Agreement. With respect to any performance, acknowledgements or other documents that are required under this SOW from Customer for Verint to perform or as a result of Verint’s performance.

Customer’s obligations must be satisfied by Customer, or, in the event Customer is a reseller, must be satisfied either by Customer or Customer’s end customer.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 4 of 42 Summary of the Services
Verint will work with the Customer to conduct the following activities:

Project Initiation
Jointly plan and schedule project kick-off once the following components have been commissioned and made available:
• CM Professional on One (1) non-production environments and One (1) production environment • Customer Portal Essentials (CPE)
• Knowledge Management Professional (KM Pro)
• On premise deployment of Verint Gateway Components
Discovery and Design Workshops
Design how Verint will deliver the following:
• Integration to Hansen Infor
• CTI integration with Intermedia
• Knowledge Management
• Digital Feedback
Provide access to CM Pro online training for Customers Trainers and arrange Skills Transfer workshop.

Configuration and Build
During this stage of the project Verint will deliver the following:
• Configuration of Customer Portal Essentials (CPE)
• Single Sign On
• Integration with Microsoft 365 for inbound and outbound email • Integration to GIS
• Integration to Hansen Infor
• Configuration of Digital Feedback
• Assistance with the loading of property data
• Knowledge Management Professional Consultancy for Agents and Citizens • CTI integration with Intermedia
• Deployment of the Citizen’s Deduplication Form
• 19 Technical Consultancy Days (including days based on the out of the box, standard reports with Power BI).

UAT Support on Non-Production Environment
• Support the Customer User Acceptance Testing (UAT) of the CM Pro solution on the Non-Production environment.

Production Go Live
• Complete a rollout on Production of the CM Pro solution and transition to Verint Support. • 3 Days Post Implementation Support
Service Hours
Unless otherwise agreed to by Verint and the Customer, the services hereunder will be performed by Verint during Normal Business Hours. Normal Business Hours means 8:00 A.M. to 5:00 P.M., Customer’s local time, Monday through Friday, excluding Verint holidays. One exception is the Verint effort to support the transition to go live in Production which will be conducted outside of Normal Business Hours, over the course of a weekend.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 5 of 42 Travel and Expenses
Travel and living expenses are non-applicable for the purposes of this SOW. All Verint work will be completed remotely.

Technical consultancy support will be provided remotely using TEAMS or WebEx sessions and conference calls.

Scheduling
At the outset of the project, Customer and Verint will review the Services to be performed and develop a written project schedule identifying agreed upon dates for performance of the Services. Verint personnel and other resources will be assigned to the project in accordance with the agreed upon project schedule at that time.

Customer Responsibilities
Verint’s performance of services is strictly dependent on Customer’s timely completion of all Customer obligations. In addition to Customer’s obligations as set forth in the Attachment(s), Customer must also:

A. Provide all relevant documentation and information to Verint in a timely manner.

B. Ensure Customer IT personnel are fully briefed on the needs of the project and are available to assist with any project tasks, including server or network configuration as needed by the demands of the project.

C. Backup all Customer data
D. Where applicable, provide Verint personnel temporary or static passwords to servers and databases.

E. Ensure Site readiness as set forth in Section 1 above.

F. Synchronize time clocks on all servers and data sources (with time zone adjustments as appropriate).

G. Install supported operating systems on Customer furnished hardware.

H. Distribute all software to the agent and supervisor workstations (as applicable).

I. Where applicable, license and install relational database management system (i.e., SQL) software and obtain sufficient server licenses for client connectivity.

Project Roles
The Verint Project Manager and Customer’s Project Lead, as defined below, will identify necessary team roles, and assign team personnel during project initiation as appropriate to the services being delivered under this SOW.

A. Verint Team

1. Delivery Manager: Overall responsibility for the delivery of the Project. Helps with issues and escalations for the project.

2. Project Manager: This individual is responsible for managing the implementation process to completion and is the primary contact for the Customer. The Verint Project Manager is the facilitator for all project activities and is responsible for managing project budget, scope, timeline, and scheduling of all Verint resources.

3. Solution Architect: Responsible for overall design and architecture for implementing the Customer solution

4. Technical Consultant: Verint will provide Technical Consultant roles to assist with the installation, configuration, and transition of the Verint solution to Production.

B. Customer Team

1. Executive Sponsor: This individual is responsible for the decision to purchase the Verint software and is expected to contribute information about the Customer’s goals for the use of the software to the organization.

2. Customer Project Lead: This individual is the business owner that helps with issues and escalation for the Project.

This individual is Customer’s single point of contact for Verint and is responsible for project coordination, customer resource schedule and ensures performance of Customer responsibilities. This individual must be authorized by senior management with the decision-making powers to ensure the success of the implementation of this engagement.

3. Business Resources: These individuals may be called upon to answer questions about policies, people, queues, and other operational information needed for their specific sites.

4. Business Users: These are the primary end users of the Verint software.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 6 of 42 Communication and Escalation Process
The Verint Project Manager will maintain ongoing communications and attend and/or participate in meetings during Normal Business Hours at times mutually acceptable to the parties for the duration of the project. At any time, project issues or concerns can be escalated beyond the Verint Project Manager by contacting the Verint Delivery Manager and subsequently Verint VP of Services.

Non-Solicitation
During the term of the Agreement and for a period of one (1) year thereafter, Customer shall not recruit or solicit for employment or hire, directly, any employee of Verint (except as a result of general recruiting strategies such as placement of advertisements and posting of positions on corporate web sites) without the prior written consent of Verint.

Change Order Process
Customer may request changes in or additions to the Services being provided hereunder by completing a change control document. If Verint deems the changes feasible, Verint will provide a quote for any increase or decrease in the cost of, or time required for performance of the Services as amended. Once parties agree to the modified scope and related fees a representative of each party will sign a change control document. Verint shall not be obligated to perform any revised or additional Services unless and until a change control document is signed by both parties.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 7 of 42 Section 2: Implementation Services
Milestones under this SOW are provided to Customer on a fixed fee basis and for the fixed fee Services Fee set forth in the Order.

Customer will receive a Confirmation of Services document (“COS”) to acknowledge that the Service milestones have been rendered in accordance with this SOW and the Agreement. Customer must accept or reject the requested acknowledgment of completion either by signature or by email within ten (10) business days. In the event Customer fails to accept or reject a COS by the end of the ten (10) business day period, the applicable Service will be deemed delivered complete and accepted.

Project Scope
Project Objective
Verint and the Customer will work together to deliver the following:
• Project Initiation workshop to manage the project kick-off. • Discovery and Design workshops to present and discuss the requirements analysis and solution design for the integration to Hansen Infor
• Integration to GIS
• Configuration of Customer Portal
• Single Sign On
• Integration with Microsoft 365 for inbound and outbound email • Integration to Hansen Infor
• Assistance with the loading of property data
• Digital Feedback
• Knowledge Management Professional Consultancy for Agents and Citizens • CTI integration
• Deployment of the Case Deduplication Form
• 19 Technical Consultancy Days
• UAT (User Acceptance Testing) Support
• Transition of the solution to Production.
• Post Implementation Support
Verint Services
Verint have identified the following project specific assumptions as part of delivering the solution defined in this SoW:

1. Both Customer and Verint will assign Project Managers to this project who will be responsible for managing their respective tasks and personnel according to a mutually agreed schedule.

2. Both the Customer and Verint will select qualified personnel to perform their respective tasks.

3. Project Governance is established and agreed with all parties and adhered to.

4. No expenses have been included and it is assumed all services will be delivered remotely. a. If Onsite working is required, Verint will bill expenses as incurred.

5. Customer will manage all existing business system vendors to ensure they are aligned with the needs and demands of the project and will provide resources to support the project in a timely fashion.

6. Verint have assumed that the Customer will provide dedicated resources for the duration of the project who understand the business requirements and are empowered to make decisions and take ownership of Customer project deliverables.

7. Customer will provide test data, user accounts and environments for each of the systems being integrated with.

8. Customer shall ensure that access to third party testing environments is available, as required, in a timely manner, supported by the third parties to ensure end to end integration testing can be completed.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 8 of 42

9. If a project is placed on hold it creates additional work to stop and then later reengage which will require a change order to restart the project later.

10. Verint will send all identified pre-requisites to the Customer and discuss and agree with the Customer in advance of Services commencing.

11. No additional functionality or integrations to back-office systems have been assumed or included other than the items noted in this SOW.

12. When required to access the Customer’s network, all remote Verint activities will be performed over a customer provided VPN. Verint have assumed that they will have direct and appropriate access to perform installation activities on the Customer’s servers.

13. The Customer will be responsible for configuration of network components including proxy, DMZ or other firewalls as required, within their network.

14. Verint have assumed that the Customer will use the Verint Property API to load property data. Verint will provide a maximum of 4 hours technical consultancy support to assist.

15. Verint will provide the solution in English only. Following training the customer will be able to configure the citizen facing data capture forms in other languages using the localization functionality of the Verint Forms

16. Verint will provide access to the CM Professional APIs and supporting documentation during project initiation.

Project Initiation
This step sets the foundation for the project and includes the Customer Project Manager, with any key End-User stakeholders, meeting with Verint to discuss a consolidated project plan, rationalize project management activities and tools, and define roles and responsibilities for all project members. The output of all these activities will be bundled and shared with the entire project team in a project kick-off moderated by the Project Managers.

The purpose of the project kick-off meeting is to ensure that everyone understands the project scope, the approach to managing the project and the communication channels such that team members understand how we are going to make the project a success. Verint will work with the Customer to conduct the following:
• Review this Statement of Work, and accompanying Order documents, with Customer to ensure there is a common understanding on what will be delivered by Verint, what assumptions Verint have made and how change management will be managed throughout the project, particularly in relation to data capture Forms for processes. • Review initial Verint project schedule with the Customer Project Manager to prepare initial tasks and assignments, associated durations, start and end dates, and predecessors/dependencies. • Establish communication methods, status meetings and status reporting. • Provide Customer access to the Verint Community and the Verint Online Academy Deliverables Description Customer Verint
Project Schedule Initial Project Plan Schedule (MS
Project Gantt) jointly created with
the Customer for the delivery.

Review for input and editing. Create and manage the
document and share it
with the Customer for
joint review.

Project Status Reporting Agree the mechanism for project reporting in relation to status
report format and frequency of
project review meetings
Review for input and editing.

Assist in the preparation and
confirmation of Customer tasks,
schedule, and resource
assignments.

Work with the Customer
to agree the project
status report format and
schedule project review
meetings
Verint Connect Provide access to online training
courses through the Verint Online
Academy.

Confirm access to Verint
Connect and training courses
within the Verint Online
Academy.

Provide details to
access Verint Connect
and Verint Online
Academy.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 9 of 42

ASSUMPTIONS
• Customer acknowledges that artifacts that are created during the project initiation stage of the project i.e., Project Schedule, etc., are working documents that will be updated and maintained throughout the lifecycle of the project and therefore understand that these are not “final” versions of these artifacts. • Customer will be responsible for completing the online training courses for Verint CM Professional made available through the Verint Online Academy before commencing the User Acceptance Test (UAT) phase.

Discovery and Design
Verint will work with the Customer to schedule a series of workshops to review business processes to be delivered based upon Verint's analysis of Customers online processes and Verint's templated design approach. Verint will use templates to deliver a solution to the Customer. These templates may be used without any customizations for processes and can also be tailored to meet specific client requirements, managed under change control. In addition, extra custom fields and process logic can be added to a starter template to configure more complex processes.

The business process workshops will use a persona based, user journey approach to review the requirements. During these workshops we will use the Verint templates to review the applicable user journeys and identify the field level data to be captured to support these journeys. The workshops will be scheduled based on the process templates to be used with the assumption that the templates will add consistency to the user experience, regardless of the business area to which they will be applied.

Activities Description Customer Verint
Integration Workshops A series of workshops to discuss the integration approach the following
systems:
• GIS
• Hansen Infor
Work with Verint to
schedule workshops and
finalize integration
requirements for the
systems listed.

Work with the Customer to
schedule workshops to
review the integration
requirements for the
systems listed.

KM Pro Design
Workshop
A two-hour workshop scheduled to
discuss requirements for Verint’s
Knowledge Management Professional.

Work with Verint to
schedule workshop for KM
Pro.

Work with the Customer to
schedule a workshop to
capture requirements for
KM Pro.

CTI Design Capture requirements for integration
with Customer’s Intermedia
application.

Work with Verint to
schedule workshop for CTI
integration.

Work with Customer to
schedule workshop to
capture requirements for
CTI integration to enable
screenpop of caller’s
details in Employee
Desktop
Digital Feedback design Agree; the feedback options to
capture at the end of a user journey,
the case classifications and work
queues used to manage feedback that
needs to be actioned
Work with Verint so
schedule a workshop to
review the Digital
Feedback template and
agree options,
classifications and work
queues to configure.

Agree an online user
journey to apply the Digital
feedback template to.

Capture requirements for
feedback options, case
classifications and work
queues.

ASSUMPTIONS
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 10 of 42 • Verint have assumed that the Customer will provide dedicated resources for the duration of the project who understand the business requirements and are empowered to make decisions and take ownership of Customer project deliverables.

Configuration and Build
This stage will take the Product Backlog captured during Discovery and schedule a series of fixed duration sprints to complete configuration of the service requests along with other Verint deliverable and testing of the solution.

Activities Description Customer Verint
Discovery and Design
workshops
2 x 2hr workshops to agree the case
classification naming and work
queue allocation
Customer to provide
Verint with the case
classifications and work
queues to configure
Facilitate workshops and
assist the customer in
determining appropriate case
classifications to use
Microsoft Office 365 Inbound
and Outbound email
Configuration of CM Pro to handle
inbound and outbound email from
MS Office 365
Customer to provide
details of email accounts
for Customer users.

Configuration of inbound and
outbound email in CM Pro.

Active Directory integration Enable single-sign-on for staff via Active Directory authentication
Provide Active Directory
connectivity details
Provide consultancy support
to enable Verint cloud
Services to configure Active
Directory integration.

Business Process
configuration
Deploy and configure 50 business
processes available from the Verint
marketplace templated processes.

The Customer will provide
access to GIS map
services for those process
which require a map to
identify a location.

Configure the business
processes to use the case
classifications and work
queues provided by the
Customer.

Property and Intersection data
load
Load Property and Intersection data
using the Verint Data Loader API.

Verint Data loader API
documentation and accepted format
is available online
Provide Property and
intersection data in the
Verint specified format.

Load property and
intersection data into the
non-production
environment
Schedule regular data
loads.

Provide a maximum of 4
hours consultancy on the use
of the Verint Data Loader API
Customer Portal Deploy and configure the Verint
Customer portal
Provide the corporate
stylesheet guidelines as
well as any logos that are
required.
.

Deploy the Verint marketplace
template for Customer Portal
on a non-production
environment.

Apply Customer styling and
branding to Customer portal
and Forms.

CTI Integration Enable CTI within CM Professional
to accept incoming telephony data
to be used to screen pop citizen
data from the CM Professional
database.

Provide access to
telephony systems to test
out the CTI integration in
both non-production and
production.

Configure CM Professional
Employee Desktop to
integrate with the Customer’s
Client Software to enable
screen-pop of the caller’s
details on non-production and
production.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 11 of 42 GIS Integration Deliver the out of the box GIS
integration in CM Professional.

Provide any required GIS
layers (including feature
layers and base layers)
that are needed.

Provide a reverse
geocoding service, if
required.

Provide a custom locator
service, if required.

Provide open
unauthenticated access to
the GIS feature layers and
attributes as required.

Layers are assumed to be
grouped into a single GIS
service.

If a case layer is required,
the customer will provide a
REST API which Verint
will call when cases are
created and closed. This
API will be used to
maintain the data provided
via a GIS layer.

Provide up to 5 feature
layers that will be
configured on the map
with up to 5 business rules
configured per layer.

Integrate to GIS system using
ESRI javascript API (v4.x)
and based on the agreed
integration design
specifications approved
during Discovery and Design.

Knowledge Management
Professional configuration
Configure Knowledge Management
Professional solution.

Delivery the 5 Day Knowledge
Consultancy pack – described
below.
19 Days Technical Consultancy Technical Consultancy to be used through the project lifecycle.

Identify and agree how to
use the consultancy time
Provide 19 days consultancy
to be used on as agreed
between the respective
Project Managers.

Data migration Migration of citizen and case data
from the City’s legacy CRM
Provide data in the csv
format accepted by the
Verint data loader.

Provide anonymized test
data to be loaded into the
non-production
environment.

Provide data to be loaded
into the production
environment. Cleansed
and deduplicated if
required.

Configure the Verint citizen
and case data loader.

Configure a Form to hold
summary case data from the
Legacy CRM
Provide consultancy support
to the City in preparing the
data for migration and
executing the Verint data
loaders. Verint advise 2
consultancy days from the
included 19 consultancy days
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 12 of 42 Execute the Verint data
loader
are used to support thedata
migration.

Citizen Deduplication Form Verint will deploy the Citizen deduplication form
Deployment of the
deduplication form and skills
transfer on its use.

Digital Feedback Deploy the digital feedback template
for an agreed online user journey
Deploy the digital feedback
template for a given user
journey and configure the
agreed feedback options,
case classifications and work
queues. Provide skills
transfer on how to apply the
Digital Feedback to other user
journeys.

OpenID/oAuth Integration Enable single-sign-on for public access via the City’s OpenID
platform
Provide OpenID
configuration details
Provide consultancy support
to enable the Verint Customer
Portal to integrate with the
City’s Identity Provider using
OpenID
Solution Testing Testing of Verint configured
deliverables on the non-production
environment.

Review testing results of
Verint solution testing.

Conduct solution testing for
the configured solution and
document in a test completion
report.

ASSUMPTIONS
• The Configuration and Build activities will commence once the Customer has signed off on the Discovery and Design activities and milestone.
• GIS: The Customer will provide:
o A maximum of 5 GIS layers (including feature layers and base layers) . Layers are assumed to be grouped into a single GIS service. Read only GIS services will not require authentication o A reverse geocoding service, if required.
o A custom locator service, if required.
o If a case layer is required, the Customer will provide a REST API which Verint will call when cases are created and closed. This API will be used to maintain the data provided via a GIS layer. • The Customer will use the Verint property loader to populate CM Professional with property data. • Verint will provide 4 hours consultancy to the Customer to assist with loading property data. • Verint will provide a maximum of 2 days’ consultancy support to assist with applying the Customer 's branding and styling to the Verint Forms and Customer Portal.
• CTI integration - The Customer is responsible for configuring the telephony application (Intermedia) to launch the Verint marketplace CTI integration Form. The URL will include the phone number which will be used by CM Professional to automatically search CM Professional for the Individual and present matching results. • Verint will configure an integration with Infor Hansen when a case is created in CM Professional. It is assumed common case details will be used for all case types and a maximum of 10 Service request specific fields will be mapped to a notes/description field in Infor. Verint will configure a maximum of 5 case types integrated with Infor. The Customer will be provided skills transfer on how to configure any additional case types. The marketplace template data capture Forms will be used to capture the data required for each business process. • Case data migration – The City will migrate case data for many different case types/services requests. To support the migration of data held in different fields across different case types, Verint will provide a Form configured with 10 text areas which can be used to hold summary case data from the Legacy CRM. Each case migrated can have this Form attached to the case, populated with data specific to that case. These 10 fields will be available in addition to the standard case fields such as; created date, created by, case status, case title, closed date, closed by. • The Verint project team will provide details of the required csv format during the project initiation stage.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 13 of 42 • KM Professional will be configured for employee use only. It will not be configured for citizen use online. • Verint will provide a maximum of 10 Days (80 Hours) to be used to support the configuration of the Verint marketplace business processes to meet the Customer 's requirements. • This consultancy time will be used to ensure the correct Enquiry classification and work queues are implemented for the Customer and minor changes to the data capture Forms will be accommodated where possible within the available time.
• This consultancy time will not be used to integrate any of these processes with a back-office line-of-business application.
• Verint recommends these 10 Days (80 hours) be used as follows:
o Discovery: 2 x 2hr workshops and 4 hours for write-up and follow-up actions. o Analysis and Design: 4 hours
o Deployment of the Verint Process templates: 8 hours
o Configuration and Build: 32 hours
o Verint solution Testing: 16 hours
o UAT Support: 16 hours
The Verint Knowledge Management Professional 5 Day (40 Hour) Starter Package will consist of the following:

Tasks Description
Discovery Tasks (11 Hours) Technical Configuration Design and Discovery Workshop Migration Consultancy
IVR integration / Other ways to use KM Pro Content
Knowledge Architecture and Taxonomy Working with Best Practices Categories Best Practices
Design Tasks (23 Hours) Knowledge Templates Recommendations Glossary Recommendations
Quick Links Recommendations
Segments Setup and Recommendations
Decision Trees Best Practices Guiding Customers / Agents Content Viewing Rights Knowledge Entries / FAQs / Alerts Setup / Upload / Verify Tag Sets Best Practices
Build Tasks (6 Hours) Acknowledge Email Setup for Feedback responses for Alerts / Public Entries / Suggestion
Styling / UI Configuration
User Acceptance Testing
Customer will create and execute user test cases for the agreed Verint deliverables. The testing will be performed in a controlled manner which allows Customer to verify and document that the test cases work as expected or capture details of any anomalies that may occur.

Activities Description Customer Verint
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 14 of 42 Customer UAT (User
Acceptance Testing) Support
Customer UAT of the Verint
deliverables is complete with
all Severity 1 and Severity 2
issues found against Verint
deliverables resolved.

Create Customer specific test
cases and associated test data,
including setup on third party
systems providing integration to
Verint CM Professional.

The Customer shall ensure that
access to third party testing
environments is available, as
required, in a timely manner,
supported by the third parties to
ensure end-to-end integration
testing can be completed.

Execute each test and confirm
test results.

Document all test results and
share with Verint.

Verint will provide
support to the
Customer throughout
UAT and will work with
the Customer to
resolve issues found
with Verint
deliverables.

ASSUMPTIONS
• The User Acceptance (UAT) activities will commence once the Customer has signed off on the Configuration and Build activities and milestone.
• Verint will be responsible for triaging defects that occur during UAT that are associated with any processes and / or integration that Verint have delivered. If Verint are requested to triage and resolve defects related to non-Verint deliverables this will be managed under change control. • Customer will supply the necessary resources to execute UAT including the logging and management of defects.

Customer will provide relevant use cases to be used for testing as requested to allow Verint to complete basic integration validation prior to handover for UAT.
• The Customer shall ensure that access to third party testing environments is available, as required, in a timely manner, supported by the third parties to ensure end-to-end integration testing can be completed. • Customer will provide the necessary test case documentation required for UAT. • Customer will fully own UAT and perform a full regression test of the solution on the non-production environment. • Customer will also ensure all tests are carried out and results are provided in a timely manner. • This stage will be deemed complete when any Severity 1 and Severity 2 defects found in the Verint deliverables are resolved, which include the processes, user journey and integration with Customer’s middleware.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 15 of 42 Production Readiness and Customer Support Handover
Verint will work with the Customer to complete the rollout of the overall solution on Production to all Customer users.

Activities Description Customer Verint
Go Live Technical
Assistance
Provide updated action
plan for remaining
defects.

Provide rollout schedule to
Verint for review and
feedback.

Reserve training facilities if
applicable and use Customer
Trainers to conduct end user
training.

Ensure all Customer third
party vendor environments are
ready for go live.

Migrate the solution from Nonproduction to Production and conduct an agreed set of regression tests along
with the Customer to ensure the
migrated solution is good to go.

Create and manage the defects action
plan and share it with Customer for joint
review and later approval.

Post Implementation
Support
3 Days Post
Implementation Support
The Verint project delivery team will
provide a maximum of 3 days postimplementation support for the period immediately after go-live. This is in
addition to the support provided by the
Verint Support team
Handover to Verint
Support complete
Completed Post
Implementation support
and handover
documentation created
for Verint Support.

Identify resource to participate
in handover session to Verint.

Acknowledge handover is
complete and all future issues
will be managed through
Verint Support
Completed documentation for handover
to Verint Support.

Arrange and facilitate a handover call
with the Customer and Verint to review
the ongoing incident handling
procedures.

ASSUMPTIONS
• The Production Readiness and Customer Support Handover activities will commence once the Customer has signed off on the UAT project milestone.
• Customer has prepared internal organization for go live of the solution. • Customer will be responsible for conducting any end-user training required for Customer resources in preparation for project go-live.
• This stage will be deemed complete when any Severity 1 and Severity 2 defects of the Verint configuration are resolved.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 16 of 42 Section 3: Training Services
The Customer will have access to the following e-learning training modules available on Verint Connect should the customer wish to proceed with this training. In addition to e-learning, Verint can provide consultancy to assist with skills transfer of the configured solution, ad-hoc support for trainees undertaking e-learning and assistance to the City in creating additional end-user training. Verint advise approximately 2 days from the included 19 consultancy days be used to support this activity. This will be agreed by the Verint and City project managers.

Employee Desktop
Prerequisites
• Computer literate with an understanding of the Customer processes Audience
• Customer Trainers, Business Analysts, Technical Configurators, System Integrators Objectives
• The course provides a high degree of hands-on, intensive training on the Employee Desktop to contact center agents and supervisors.

Duration
• Verint Online Academy: Estimated Time - 30 minutes
Content
• The course comprises of the following modules:
o How to navigate the new Employee Desktop interface
o How to create a new interaction and case using the new user interface o How to handle a case or interaction as a back-office worker Business Configuration
Prerequisites
• Employee Desktop
• General IT and business skills
Audience
• Customer Trainers, Business Analysts, Technical Configurators, System Integrators Objectives
• The course focuses on developing the skills necessary to configure and maintain Case Management Professional using the Configuration Studio. It provides a high degree of intensive, hands-on product experience.

Duration
• Verint Online Academy: Estimated Time - 8 hours
Content
• The course comprises of the following modules:
o What is Engagement Management Professional?
o An overview of the configuration process
o Creating an admin user
o Configuring classifications
o Creating work queues
o Configuring security groups
o Configuring tasks
o Form definitions
o Configuring and testing a process definition
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 17 of 42 o Customer notifications
o Online forms and browser events
o Adding service requests to the customer portal
o An introduction to authoring knowledge
o Creating Scriptflows
o Summary and quiz
Verint Forms
Prerequisites
• Business Configuration
Audience
• Customer Trainers, Business Analysts; Technical Configurators.

Objectives
• The Verint Forms application provides the capability to rapidly develop and deploy custom web based and in application forms. Content and forms can be served using the Customer Portal Essentials capability of the Case Management Professional solution. This provides a Platform accessible to citizens over the web in self-service and CSC agentassisted modes. During this course you will learn how to configure a form and explore the features available within the tool.

Duration
• Verint Online Academy: Estimated Time - 3 Hours
Content
• The course comprises of the following modules:
o Introduction to Forms
o Introduction to the Forms Builder
o Configuring Forms
o Areas and Widgets
o Validation and Publishing a Form
o Buttons and Conditional Rules
o One to Many Widget
o Look and Feel
o CM Professional Integration
o Additional Functionality
o Quiz
o Summary
The course is supplemented with demonstrations and examples and provides the student with extensive hands-on product experience.

Verint Advanced Forms
Prerequisites
• Verint Forms
Audience
• Customer Trainers, Business Analysts; Technical Configurators.

Objectives
• The Verint Forms application provides the capability to rapidly develop and deploy custom web based and in application forms. Content and forms can be served using the Customer Portal Essentials capability of the Case Management Professional solution. This provides a Platform accessible to citizens over the web in self-service and CSC agentassisted modes. During this course you will learn how to configure a form and explore the features available within the tool.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 18 of 42 Duration
• Verint Online Academy: Estimated Time - 3 Hours
Content
• The course comprises of the following modules:
o How to integrate web services with forms
o Message handling concepts
o How to add a map to a form
o How to link processes
o How to add SQL actions within a form
o How to add JavaScript to a form
The course is supplemented with demonstrations and examples and provides the student with extensive hands-on product experience.

Process Management
Prerequisites
Knowledge of
• XML, XLS, XPATH, Web Services, SQL
• Experience using CM Professional
Audience
• Systems Integrators, Technical Configurators.

Objectives
• The hands on course provides delegates with an introduction to the Process Management tool. They will learn its use cases and how to create, test and implement a new process using the interface. They will also learn how to handle incoming data as well as schedule data ingestion using that interface. They will also learn how to build and test their own REST services in Process Management.

Duration
• Instructor Led – 2 Days.

Content
• The course comprises of the following modules:
o Process Management Overview
o Use Cases
o Process Management UI
o Building a Basic Process
o Using the Test Suite
o Handling Events
o Processing data using routing rules
o Ingesting Data
o RESTful configuration
o Export to file configuration
o Scheduling
KM Professional: Knowledge Managers
Audience
• Knowledge content creators and managers
Objectives
• Learn how to create, review, and maintain knowledgebase content in Knowledge Management Professional Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 19 of 42 Duration
• Verint Online Academy: Estimated Time - 8 Hours
Content
• Overview of the Authoring Console
• Introduction to Managing Content
• Best Practice for Creating Content
• Creating Articles
• Creating Decision Trees
• Creating Segments
• Creating Templates
• Approving Content
• Translating Content
• Content Editing History
• Processing Feedback
• Creating Standard Responses
• Downloading Content
• Using Statistics
• Best Practice for Maintaining Content
• Creating Links to CM-PRO Forms

ASSUMPTIONS

1. All Verint software documentation and eLearning / training materials are provided in English language only.

2. Verint have included CM Professional training courses for the Customer and have assumed that those attending the training are computer literate, have general IT skills and are familiar with configuring application software.

3. The Customer accepts and acknowledges that the training material that will be used are standard training courses that are used to train all Verint CM Professional customers and cannot be tailored to suit specific Customer requirements.

4. Verint are not responsible for the abilities of the Customer’s attendees at Verint training courses to understand and apply the training they have received.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 20 of 42 Section 4: Attachments
Attachment A: Sample Change Order Request Form
Date Change Order # Customer Name
SO# Verint VP Verint Project
Manager
Change Information
Summary or Requested Change: [indicate below]
Application(s) Release Affected Site(s)
Total Quote Cost: $
New Quote #:
[ ] Fixed Fee [ ] Time & Material
[ ] Mixed
**T&M Project Over-Run [ ] Yes [ ]
No
Additional Time by Resource Type
(Scope)
Resource Type Days/Hours Resource Type Days/Hours
PO Required [ ] Yes [ ] No PO Number
New SOW Required [ ] Yes [ ] No
Customer Acceptance
Customer Representative
(Name/Title)
Phone Number
Authorizing Customer Signature/Date Email Address
Agreement Incorporation - The terms and conditions of the original order (referenced above) will govern this agreed upon change.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 21 of 42 Attachment B: Sample Milestone Completion of Services Form Client and Project Information
Client:

Project Name: Project ID:

Address:

Responsible Party:

Email Address:

Telephone:

Purchase Order #: Purchase Order Amount:

Milestone(s) or Services Completed
Milestone # Description Date
Completed
Invoice Amount
Milestones set forth in this Confirmation of Services (COS) document must either be accepted or rejected within ten (10) days of submission by Verint; if rejected, Customer will furnish details of rejection sufficient for Verint to re-perform and correct the affected Service(s), after which a new COS shall be provided for Customer’s acknowledgement. The parties acknowledge that work on all future milestones may either be temporarily halted or will not commence until resolution is reached on any milestone not accepted. In the event Customer fails to accept or reject this COS by the end of the ten (10)-day period, the applicable Service will be deemed delivered complete and accepted.

Customer confirms that that the undersigned is authorized to acknowledge completion of the applicable milestone(s) on behalf of Customer.

Customer Acceptance
Customer Representative
(Name/Title):

Phone
Number:

Authorizing Customer
Signature/Date:

Email
Address:

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 22 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 This Master SaaS Agreement (“Agreement”) is entered into as of the date of last signature below (“Effective Date”) between Verint Americas Inc. (“Verint”), a Delaware corporation with its principal place of business at 5995 Windward Parkway, Suite 450, Alpharetta Georgia 30005, and its Affiliates, and City of Beverly Hills (“Customer”), a municipal corporation with its principal place of business at 455 N Rexford Dr, Beverly Hills CA 90210.

For and in consideration of the representations and promises of the parties set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement. This Agreement consists of this Signature Page, the following Schedules, and any Orders executed during the term of this Agreement:

Schedule A Definitions
Schedule B General Terms and Conditions
Schedule C Service Levels
Schedule D Information Security Schedule
Schedule E Data Processing Schedule
In addition to the terms defined elsewhere in this Agreement, capitalized terms shall have the meaning set forth in Schedule A entitled “Definitions”. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written, electronic, oral or otherwise. Each party acknowledges and agrees that by executing the terms and conditions specified in this Agreement, (i) it is not relying upon any other statements, representations, warranties, promises, assurances, or the like, (ii) no remedies are or will be available to a party with respect to the foregoing, and (iii) such remedies are unconditionally and irrevocably waived; provided, the foregoing shall not apply to any acts of fraud by a party. For the avoidance of doubt, in the event of any prior agreement(s) between the parties or its predecessor(s), where such agreement(s) covered the same subject matter as this Agreement, those prior agreements are hereby terminated, and any products licensed thereunder or services yet to be performed shall now be subject to the terms and conditions of this Agreement. By placing an Order with Verint, Customer agrees that the terms and conditions of this Agreement shall apply to and govern that Order. Except with respect to the identification of the specific products, services and pricing applicable to an Order, additional or conflicting terms in any Order shall have no force or effect on either party, unless that Order is signed by an authorized representative of each party or the terms are exchanged between the parties and attached to Customer’s purchase order, and then those terms shall apply to the parties solely for that Order. Except as otherwise specified herein, any additional or conflicting terms contained in any other document (including, without limitation, any preprinted, additional or conflicting terms on any Customer purchase order, or acknowledgement from either party) shall be null, void and of no effect on either party. Notwithstanding the foregoing, this Agreement may be amended by an authorized representative of each party in a duly executed written amendment referencing this Agreement and expressing the intent of each party to amend these terms and conditions.

IN WITNESS WHEREOF, Verint and Customer have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

CITY OF BEVERLY HILLS VERINT AMERICAS INC.
/s1_sign/ /s2_sign/
Name Signed Name Signed
/s1_fullname/ /s2_fullname/
Name Printed Name Printed
/s1_title/ /s2_title/
Title Title
/s1_signdate/ /s2_signdate/
Date Date
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 Kurt Schneider
CFO Americas
January 28, 2025 | 10:01 PST
PAGE 23 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024

SCHEDULE A

DEFINITIONS
This Schedule A is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule A is attached. All capitalized terms shall have the meaning ascribed to them, including the following:
1 Access Term.

The term, as further described in Section 2 of Schedule B, for which Verint has contractually agreed to provide Customer with access to the SaaS Services in accordance with an Order.
2 Affiliate.

Any entity which now or in the future controls, is controlled by, or is under common control with the signatory to this Agreement, with "control" defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise. With respect to (i) Customer, an Affiliate may not be a competitor of Verint, and (ii) Verint, an Affiliate is limited solely to those Verint entities indicating assent to the terms and conditions of this Agreement by accepting an Order from Customer hereunder or as otherwise expressly provided for in this Agreement. For each Order signed by or on behalf of an Affiliate, "Customer", “Verint” and "party" (each as applicable) as used herein shall mean for all purposes the Affiliate identified therein. 3 AI Definitions.

3.1 AI Development Policy.

Verint’s internal development policy concerning responsible and ethical AI development practices which satisfies the requirements specified in Section 5.2.

3.2 AI Model.

Artificial intelligence models developed by Verint and made generally available by Verint as a part of subscribed SaaS Services. AI Models include any third party artificial intelligence models incorporated into the AI Models provided by Verint hereunder, but do not include any such models provided by Customer for use with the SaaS Services.

3.3 Inputs.

Any information provided by Customer for processing by an AI Model. Inputs are Customer Data.

3.4 Outputs.

The outputs generated as a result of processing Inputs through an AI Model.

Outputs are Customer Data.
4 Billing Period.

The billing period for which the SaaS Access Fees shall be calculated and invoiced to Customer in advance on a pro rata basis as follows: (i) annual billing period(s) for an Access Term for a SaaS Service, and (ii) for any add-on Order(s) for that SaaS Service, a proportionate period for the initial billing cycle to enable annual co-billing thereafter.
5 Confidential Information.

Any non-public information, technical data, or know-how, including, without limitation, that which relates to: (i) research, product plans, products, pricing, services, customers, personnel, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary at the time of disclosure if provided in tangible form, or if provided in non-tangible form, shall be identified by the disclosing party at the time of disclosure as confidential or proprietary, (ii) with respect to Verint, information concerning the SaaS Services, Hosted Environment, Documentation and any software made available hereunder and/or materials resulting from Professional Services, any derivatives thereto, the terms and conditions of this Agreement, and (iii) with respect to Customer, any Customer Data. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that is: (a) in the public domain or becomes available to the public and not as a result of the act or omission of the receiving party; (b) without restriction on disclosure, rightfully obtained by the receiving party from a third party or lawfully in the possession of the receiving party at the time of disclosure; or (c) approved for release by written authorization of the disclosing party. 6 Customer Data.

All content and data, including but not limited to Personal Data, either provided by Customer or entered on its behalf, in either case, through use of the SaaS Services, or collected or generated by the SaaS Services on behalf of Customer, and which remains in Verint’s possession and control for further Processing. 7 Customer Environment.

The computing environment separately procured, prepared and maintained by Customer for the access and use of the SaaS Services, as further specified in Section 4.2 of Schedule B.
8 Designated Employees.

A reasonable number of Customer Personnel (including Customer’s system administrator), who have received training from Verint. Designated Employees may be changed by notice to Verint.
9 Documentation.

Verint’s documentation describing the specifications and use of the SaaS Services, as updated from time to time.
10 Error.

A failure of the SaaS Services to substantially conform to the Documentation, that Verint can replicate or Customer can duplicate.
11 Error Correction.

Revisions, modifications, alterations, and additions to the SaaS Services, installed by Verint in the Hosted Environment as bug fixes or workarounds to resolve Errors.
12 Fees.

The Professional Service Fees, SaaS Access Fees and/or other fees as specified in this Agreement or in an Order.
13 Hosted Environment.

Verint or its third party’s technical environment required to operate and provide access to the relevant SaaS Services, as further specified in Section 4.2 of Schedule B.
14 Intellectual Property Rights.

Any and all tangible and intangible rights, title and interest in and to: (i) works of authorship, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademarks and trade names, (iii) Confidential Information, trade secrets and know-how, (iv) patents, designs, algorithms and other industrial property, (v) all other intellectual and industrial property rights whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force. 15 Order.

The details of a Customer order (i) on an order form or schedule provided by Verint and signed by Customer, (ii) on Customer’s purchase order provided to and accepted by Verint, or (iii) placed on Customer’s behalf by an authorized Verint reseller on and accepted by Verint. For the purposes of (iii), all terms and conditions of this Agreement shall apply as between Customer and Verint, except with respect to invoicing and payment terms.
16 Overage.

Measured on a monthly basis, any actual usage of the SaaS Service which exceeds the SaaS Access Rights subscribed to by Customer under an Order or Orders applicable to the SaaS Service.
17 Personal Data.

Means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 24 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 social identity of that natural person and in the context of Verint’s obligations under this Agreement, shall mean the Personal Data that remains in Verint’s possession and control for further Processing in accordance with, and as further described in, this Agreement.
18 Personnel.

With respect to Customer, (i) each of Customer’s and/or Customer’s Affiliate’s employees and independent contractors (in each case, not a competitor of Verint) under obligations (a) of confidentiality and nondisclosure, and (b) to protect Verint Intellectual Property, and (ii) any other individuals with access to components of the SaaS Service designated for external use, which Customer authorizes to use the SaaS Services purchased and/or the SaaS Access Rights procured hereunder; with respect to Verint, each Verint employee or subcontractor under obligations of confidentiality and nondisclosure which performs on behalf of Verint hereunder. For the avoidance of doubt, each party shall be responsible for its Personnel’s compliance with this Agreement.
19 Privacy Laws.

National, federal, union, state and other laws as applicable to the Processing of Personal Data.
20 Process(ing)(ed).

Means any operation or set of operations that is performed upon Personal Data in connection with the Services, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction, as described in this Agreement and the Data Processing Instructions (defined in Schedule E).
21 Professional Services.

Configuration, consulting, training and/or other professional services specified in an Order.
22 Professional Service Fees.

In US dollars, the fees identified on each Order on a fixed fee or time and material basis for Professional Services to be performed.
23 SaaS Access Fees.

In US dollars, the fees due to Verint, as further specified in the Order, for use of the SaaS Services to the extent of the SaaS Access Rights, plus fees for any Overage.
24 SaaS Access Rights.

The type and quantity of SaaS access rights granted to Customer on an Order(s) for use during the applicable Access Term.
25 SaaS Services.

The online services offered by Verint as more fully described in the Documentation, and all SaaS Access Rights, each as specified on an Order. 26 Service Level Definitions.

The service level commitments from Verint with respect to the maintenance and support of the Hosted Environment and SaaS Services.

26.1 Emergency Downtime.

Any downtime required to mitigate risk associated with an imminent threat to data integrity or to remediate a security vulnerability, and, provided applicable downtime does not exceed more than two (2) hours per calendar month, any other downtime required to mitigate imminent risk to system availability or continuity of an essential service.

26.2 Scheduled Downtime.

Any downtime scheduled to perform system maintenance, backup and upgrade functions for the Hosted Environment and SaaS Services, and any other downtime incurred as a result of a Customer request.

26.3 Total Time.

The total number of minutes in the applicable month.

26.4 Unscheduled Downtime.

Any time outside of the Scheduled Downtime and Emergency Downtime when the SaaS Service is not available to perform operations. Unscheduled Downtime is measured in minutes.

26.5 Uptime Percentage.

Total Time minus Unscheduled Downtime, divided by Total Time. 27 Signature Page.

The cover page of this Agreement specifying the Schedules expressly incorporated into the Agreement, the general terms of the Agreement, and containing the signature of each party’s authorized representative manifesting assent to the terms and conditions of this Agreement.
28 Updates.

Periodic improvements or additions to the SaaS Services, including Error Corrections and other changes to the SaaS Services, that may be provided hereunder, but excluding any new feature or substantial additional functionality available for the SaaS Service.
29 Verint Intellectual Property.

All Intellectual Property Rights in the SaaS Services, Documentation, Hosted Environment and all other Confidential Information provided by Verint hereunder.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 25 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024

SCHEDULE B

GENERAL TERMS AND CONDITIONS
This Schedule B is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule B is attached. The following general terms and conditions shall apply to this Agreement:
1 ACCESS RIGHTS.

1.1 Access Use Rights.

During the Access Term, and solely for Customer’s and its Affiliates’ internal business use (which may include external use of designated components by Customer’s Personnel), Verint grants to Customer a non-exclusive, nontransferable, non-assignable, personal right to use the SaaS Services specified in an Order through Internet access, up to the extent of the SaaS Access Rights specified in that Order, plus any Overage. With respect to the Documentation applicable to the SaaS Services, Customer may make a reasonable number of copies of the Documentation solely as needed for Customer’s and its Affiliates’ internal business purposes. With regards to the on-premise components and related Documentation, Verint grants to Customer, and Customer accepts, a nonexclusive, nonassignable, and nontransferable limited license during the Access Term to use the applicable on-premise components and related Documentation solely in conjunction with the SaaS Services for Customer’s and its Affiliates’ internal business purposes, and subject to the terms and conditions of this Agreement.

1.2 Restrictions.

Customer acknowledges and agrees that the use rights provided hereunder do not grant any rights not explicitly expressed. All other such rights and interests in Verint Intellectual Property (including any derivatives thereto) are expressly reserved, owned by and remain vested in Verint and its third party vendor(s), and except for the limited use rights granted hereunder, Customer shall not assert any right, title, or interest in or to any Verint Intellectual Property, or portion thereof. Without limiting the foregoing, Customer acknowledges and agrees that no rights or any other interests are provided to Customer with respect to: (i) rights in or to the Hosted Environment, or SaaS Services, beyond those rights specified herein, (ii) rights to provide access or use of the Hosted Environment, SaaS Services and on-premise components to any other party, including, without limitation, any uses in the nature of a service bureau or application services provider, (iii) rights to obtain possession of copies of any component of the Hosted Environment or any software used to provide or perform the SaaS Service except with respect to on-premise component(s), and then only as expressly provided for in Section 1.1, or (iv) representations, warranties or other third party beneficiary rights from any Verint vendor.
2 AGREEMENT TERM; ACCESS TERM.

This Agreement shall commence on the Effective Date and shall continue unless earlier terminated as provided in Section 13. Unless otherwise specified on the Order, an Access Term shall commence upon the effective date of the applicable Order and shall continue for twelve (12) months thereafter. In the event Customer places additional Orders for the same SaaS Service, Verint may adjust the duration of the additional Access Terms to co-terminate with the Access Terms for that SaaS Service. Each Access Term is non-cancelable. One hundred twenty (120) days prior to expiration of an Access Term. Verint will provide Customer with notice of the upcoming renewal. Upon receipt of such notice, Customer will have sixty (60) days to provide Verint with written notice of its intent to either renew for additional Access Terms or to terminate upon expiration of the then current Access Term. If Customer provides notice of renewal, Customer must provide Verint with a purchase order (or a signed renewal order) no less than thirty (30) days prior to expiration of the current Access Term. For the avoidance of doubt, if Customer does not provide written notice of renewal or non-renewal as set forth herein, the Access Term will automatically expire at the end of the then current Access Term.
3 ORDERS.

3.1 Order Submittal.

Customer and its Affiliate(s) may submit Orders to Verint, which may be sent via mail, telefax, email attachment, electronic procurement systems, and other means as the parties may decide from time to time. Each Order provided by Customer to Verint must reference the name and Effective Date of this Agreement, and contain information required by Verint, including, without limitation, as applicable: (i) the Verint quote number, (ii) the SaaS Services and quantity and types of SaaS Access Rights, (iii) any Professional Services to be provided, (iv) the billing address, (v) Customer contact names and phone numbers, and (vi) all applicable Fees. Customer and an Affiliate who submits an Order shall both be bound by this Agreement in relation to that Order and shall be jointly and severally liable to Verint for any breach of this Agreement by an Affiliate. Customer shall provide any Affiliate who submits an Order hereunder with a copy of this Agreement (although failure to provide such copy shall not limit or in any way affect Customer’s or its Affiliate’s obligations or liability hereunder).

3.2 Order Acceptance.

All Orders are subject to Verint’s acceptance, and to the terms and conditions of this Agreement. For each Order in accordance with this Section, Verint shall acknowledge acceptance of the Order by issuing an invoice in accordance with Section 8.
4 VERINT RESPONSIBILITIES.

4.1 Procedures and Technical Protocols.

Verint will specify to Customer procedures according to which Customer may establish and obtain access to and use the features and functions of the SaaS Services, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures.

4.2 SaaS Services.

Verint will bear responsibility, at its own cost and expense, for the procurement, preparation, hosting, operation and maintenance of the Hosted Environment, including all facilities, hardware, software, telecommunication services, and all other technical requirements necessary to provide access to and use of the SaaS Services; provided Customer is responsible for procuring, operating, maintaining and providing access to the Customer Environment, including computer systems, software and telecommunications services meeting such minimum technical requirements, if applicable, any Customer generated encryption keys used in the process of encrypting and decrypting Customer Data, and, unless otherwise specified on an Order, for the installation and configuration of the on-premise components in that Customer Environment, each as Verint may specify in the Documentation.

4.3 Support.

4.3.1 Support and Updates.

As part of the SaaS Services, Verint shall provide support for the Hosted Environment and SaaS Services. In addition to establishing and maintaining the Hosted Environment, Verint shall maintain the components of the Hosted Environment with all current Updates that Verint deems necessary for the SaaS Services. Verint shall use commercially reasonable efforts to implement any required Error Corrections. Access to the SaaS Services and maintenance of the Hosted Environment shall be in accordance with the Service Levels specified in Schedule C, and Customer shall, in accordance with the terms of Schedule C, have access to support through Verint’s standard telephone, email and web support services.

4.3.2 Backup and Recovery of Data.

As a part of the SaaS Services, Verint shall maintain a backup of all Customer Data that Verint is required to retain as a part of the SaaS Services. In the event the Customer Data becomes destroyed or corrupt, Verint shall use commercially reasonable efforts to restore all available data from backup, and remediate and recover such corrupt data.

4.4 Security.

Verint shall implement and maintain the information security and data protection requirements described in Schedule D, to protect Customer Data while it is retained within the Hosted Environment. Verint reviews its security precautions on a regular basis and may modify them as required by legal, regulatory, and other requirements, provided such modification shall not reduce the level of protection of Customer Data as specified in Schedule D. Verint shall maintain certifications, reports and standards control mappings for the SaaS Services as Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 26 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 specified at the following link: https://www.verint.com/certification-product-matrix/ (“Certification Status”). As indicated available by its Certification Status, upon Customer’s request, Verint will provide or make accessible to Customer the latest applicable SOC 2 Type II report, and current PCI DSS and other certifications documentation applicable to that SaaS Service. Verint may provide other equivalent or replacement industry standard reports as substitution of the internal control mapping reports, if applicable. In the event Verint achieves certifications, reports or standards control mappings for a SaaS Service where not previously achieved, the Certification Status for that SaaS Service shall be updated by Verint, and thereafter Verint’s obligations under this Section shall apply. Upon Customer’s reasonable written request, Verint shall provide an attestation of compliance with respect to the Certification Status and the terms and conditions in Schedule D. With respect to responses to security questionnaires, Verint shall provide its applicable Industry Standard security assessment questionnaire responses, which may be delivered through Verint’s authorized provider. 5 CUSTOMER DATA.

5.1 Ownership, Use and Disclosure.

Verint acknowledges it receives no ownership or, except to the extent specified herein, other rights in any Customer Data, and all rights, title and interest in such Customer Data remain with Customer. Verint shall not, and shall not permit its Personnel to use or disclose Customer Data, unless authorized by the terms and conditions of this Agreement, or by the Customer in writing. Verint may access, Process, and use in accordance with the terms and conditions of this Agreement, but not otherwise use or disclose, Customer Data for purposes of planning, support, administration and invoicing related to Customer’s use of the SaaS Services, and improving or creating enhancements to or new offerings related to the SaaS Services, provided no Customer Data is incorporated or contained within such enhancements or new product offerings.

5.2 AI Models and Training.

5.2.1 AI Models.

Verint represents and warrants that AI Models included with its SaaS Services satisfy the requirements under this Section. Verint shall maintain an AI Development Policy and make available to Customer a summary of that policy upon request. Such policy shall require: (i) adherence to principles of transparency, accountability, security and respect for privacy in the development of AI Models, (ii) documentation on the functioning of the AI Models, (iii) assessments of potential ethical, legal, and societal implications in the AI Model, and (iv) steps to mitigate in the AI Model any identified inherent adverse effects on individuals, communities, or society at large. During Verint’s development of an AI Model, Verint shall take steps to (a) assess for and remediate inherent bias causing discrimination against individuals or groups based on protected characteristics, including but not limited to race, gender, age, or ethnicity, and (b) remediate conditions in the AI Model that preclude compliance with Privacy Laws.

Verint shall use commercially reasonable efforts to monitor and update Verint’s generally available AI Models to maintain compliance with the requirements in this Section.

5.2.2 Inputs and Outputs; Training.

Inputs and Outputs are Customer Data, limited for use by Verint to provide the SaaS Services to Customer and as specified in this Agreement. Verint acknowledges and agrees (i) Inputs and Outputs are the Confidential Information of Customer and that Verint does not retain any rights, title, or interest in the Inputs or Outputs and shall not use, reproduce, or distribute the Inputs or Outputs for any purpose other than as permitted herein, and (ii) without Customer’s written consent, Verint shall not use Customer Data, including Inputs or Outputs, for the purpose of directly training AI Models. With respect to any AI Models trained specifically for Customer using Customer Data, Customer shall be responsible for assessing and monitoring the resulting trained AI Model, and such trained AI Model shall be made available for use solely by Customer

5.3 Privacy Laws.

In addition to all other obligations in this Agreement with respect to Customer Data, each party agrees to comply with its obligations under Privacy Laws, and in the context of any Processing of Personal Data through the provision of the SaaS Services, support and/or Professional Services, the parties shall comply with Schedule E. Customer hereby consents to Verint, its Affiliates, and Personnel of each, Processing Personal Data in relation to Customer’s Personnel and contacting the same for legitimate purposes, including without limitation, the administrative functions connected with Orders and invoices, its contractual rights and obligations under this Agreement, the provision of the SaaS Services, support and/or Professional Services. Customer understands and acknowledges that in connection with the Processing of Personal Data pursuant to this Agreement, Verint may share Personal Data with its Affiliates, and its Personnel, and Verint and/or its Affiliates may Process such Personal Data in any jurisdiction in which Verint or its Affiliates or subcontractors maintain facilities. 6 CUSTOMER RESPONSIBILITIES.

6.1 Passwords.

All access codes and passwords are personal to the individual to which it is issued. Customer and its Personnel are responsible for maintaining the confidentiality and security of all access codes and passwords issued, and ensuring that each access code and password is only used by the individual authorized. To the extent Verint assigned Customer with administrative rights to create access codes and passwords for its Personnel, Customer shall be responsible for issuing such passwords.

6.2 Customer Data and Use of SaaS Services.

6.2.1 Customer Data.

Customer agrees that Customer is solely responsible for: (i) obtaining any Customer Data and other information Customer provides while using the SaaS Services, (ii) obtaining all rights and consents necessary to collect, retain, use and/or disclose the Customer Data, (iii) ensuring the Processing, collection, retention and other processing of Personal Data in connection with the use and delivery of the SaaS Services does not violate the rights of Data Subjects or the Privacy Laws, and (iv) the accuracy, completeness, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. By providing any Customer Data or other information, Customer acknowledges and agrees that such information does not (x) violate any Intellectual Property Rights, publicity rights, or any other legal rights; (y) violate any law, rule, order, judgment or regulation to which Customer or the Customer Data may be subject; and (z) violate Section 6.2.2 below. Customer acknowledges and agrees that Verint is not responsible or liable for any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information, or content, or information or content that infringes or may infringe any copyright, patent, moral right, trade secret, confidential information, trademark right or any other right of a third party.

6.2.2 Use of SaaS Services.

Customer shall be solely responsible for the (a) actions of its Personnel while using the SaaS Services and (b) uploading, entry or processing of Customer Data and transmissions to or through the SaaS Services and any resulting Fees.

Customer agrees to: (i) abide by all local, state, national, and international laws and regulations applicable to Customer's use of the SaaS Services, including without limitation all applicable laws and administrative regulations relating to the control of exports of commodities and technical information and/or Personal Data, and shall not allow any of its Personnel to access or use the SaaS Service in violation of any export embargo, sanction, prohibition or restriction, including but not limited to any party on a U.S. or any other applicable government restricted party list; (ii) provide any required notifications to Data Subjects, and obtain all rights and requisite consents from Data Subjects in accordance with all applicable Privacy Laws and other relevant laws in relation to the collection, use, disclosure, creation and processing of Personal Data in connection with this Agreement and the use of the SaaS Services; (iii) not use the SaaS Services for illegal purposes; (iv) not knowingly upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Hosted Environment or SaaS Services; (v) not knowingly interfere with another customer's use and enjoyment of the Hosted Environment, SaaS Services or another entity's use and enjoyment of similar services; (vi) not knowingly engage in or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email through or in any way using the SaaS Services; (vii) not interfere or disrupt networks connected to the Hosted Environment or SaaS Services; (viii) not, without lawful justification, post, promote or transmit through the SaaS Services any harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature; and (ix) not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 27 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 liability.

6.3 SaaS Services Restrictions.

Except as otherwise specified in this Agreement, expressly permitted in writing by Verint, or otherwise cannot be precluded under mandatory applicable law, Customer shall not, and shall not permit any other party to:
a. Disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the SaaS Services or on-premise components; adapt, modify, or prepare derivative works based on any of the Verint Intellectual Property; or use any of the Verint Intellectual Property to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the SaaS Service;
b. Alter, remove, or suppress any copyright, confidentiality, or other proprietary notices, marks or any legends placed on, embedded or otherwise appearing in or on any Verint Intellectual Property; or fail to ensure that all such notices and legends appear on all full or partial copies of Verint Intellectual Property or any related material;
c. Sell, sublicense, lease, assign, delegate, transfer, distribute, encumber or otherwise transform any Verint Intellectual Property or any of the rights or obligations granted to or imposed on Customer hereunder. 7 PROFESSIONAL SERVICES.

7.1 Professional Services.

Any Professional Services provided hereunder are subject to Customer’s performance of its obligations herein, and in accordance with a mutually agreeable implementation plan. Customer shall provide all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Verint to perform its duties in a timely manner, including, without limitation, establishing the Customer Environment.

Any development (other than Updates) will only be by written agreement. Verint shall at all times own all Intellectual Property Rights in and to any such development, and such development shall become part of the SaaS Services for the purposes of this Agreement. All Professional Services provided on a time and material basis are per person unless otherwise specified, and charged hourly or daily as indicated for each person.

7.2 Scheduling Professional Services.

Customer shall request scheduling for Professional Services ordered hereunder with reasonable notice. Verint shall use reasonable efforts to meet the requested time schedule; provided, all scheduling is dependent upon the allocation and availability of resources. In the event Customer reschedules or cancels scheduled Professional Services, Verint may, to the extent Verint cannot reschedule its applicable resources, charge to Customer a rescheduling or cancellation fee.
8 FEES AND PAYMENTS.

8.1 Fees and Expenses.

Upon Verint’s receipt and acceptance of an Order, Verint shall invoice Customer one hundred percent (100%) of the Fees for the initial Billing Period, and any fixed fee Professional Service Fees applicable to such Order. Fees for Overage shall be calculated monthly pro rata based on Verint’s then current list price; unless, within thirty (30) days of Verint reporting such Overage to Customer, Customer places an add-on Order for additional SaaS Access Rights equal to at least the Overage quantity reported, with the Access Term starting the first day of the prior month and continuing for the remainder of the current Access Term.

In such instance, the SaaS Access Fees for such Overage shall instead be calculated based on the Fees in most recent Order for the SaaS Service in relation to which the Overage applies. Verint may invoice Customer in advance for each subsequent Billing Period, including with respect to any renewal Access Terms, Overages in arrears on a quarterly basis, and for all other fees, assessments and expenses provided for under this Agreement as performed and/or incurred. Customer shall pay all Fees and other amounts due to Verint hereunder within thirty (30) days after the date of Verint’s invoice and without deductions, except with respect to any amount disputed in good faith where prior notice is provided to Verint detailing the amount and reason for the dispute. The parties will immediately negotiate in good faith to resolve any dispute.

8.2 Late Payment; Non-Payment; Collections.

Time is of the essence in all payment terms. Customer shall reimburse Verint for all costs of collection, including reasonable attorneys’ fees. This Section is without prejudice to any other rights and remedies available to Verint under this Agreement or at law.

8.3 Taxes, Assessments and Other Charges.

All amounts due to Verint hereunder are net amounts, exclusive of, and Customer is responsible for paying, all duties, sales, use or value added taxes, customs duties, GST, tariffs, or other similar taxes, assessments, or excises, however designated or levied, (except for taxes on Verint’s net income), whether payable directly by or indirectly through Verint in compliance with applicable law, and except as specified in Section 8.1, no reduction, deduction or off-set may be made by Customer for any reason whatsoever.
9 WARRANTIES; DISCLAIMER.

9.1 Limited Performance Warranty.

Verint warrants to Customer that during any Access Term, the SaaS Services:
(a) Will perform substantially in accordance with the Documentation.

Customer’s exclusive remedy shall be for Verint to use commercially reasonable efforts to correct any Errors; provided, in the event Verint is unable to correct that nonconformity, Customer shall have the right to terminate the remaining Access Term and receive a pro rata refund of any remaining prepaid SaaS Access Fees applicable to those SaaS Services.
(b) When used as permitted, will not infringe any valid and enforceable, under standardized laws and treaties, third party patent, copyright, trade secret or other intellectual property right. Customer’s exclusive remedy for a breach of this warranty are Verint’s expressed obligations in Section 12.1.

9.2 Disclaimer of Warranties.

THE LIMITED WARRANTY AND EXCLUSIVE REMEDY SET FORTH IN SECTION 9.1 ARE MADE FOR THE BENEFIT OF CUSTOMER ONLY, AND ARE EXPRESSLY SUBJECT TO CUSTOMER’S PAYMENT OBLIGATIONS TO VERINT AND CUSTOMER’S OBLIGATIONS TO MAINTAIN ITS CUSTOMER ENVIRONMENT. VERINT MAKES NO AND DISCLAIMS ALL OTHER WARRANTIES,

REPRESENTATIONS, OR CONDITIONS, WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR

STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE,

INTEROPERABILITY, DATA ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCT, SERVICES, SUPPORT, OR ANY COMPONENTS THEREOF.

WITHOUT LIMITING THE FOREGOING, VERINT DOES NOT WARRANT THAT ALL ERRORS CAN

BE CORRECTED, OR THAT OPERATION OF THE SAAS SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.
10 LIMITATION OF LIABILITY.

10.1 GENERAL.

EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL BE IN THE AGGREGATE AND LIMITED TO THE OTHER PARTY’S DIRECT

ACTUAL DAMAGES NOT TO EXCEED THE ACTUAL FEES PAID AND DUE AND PAYABLE TO VERINT HEREUNDER DURING THE THIRTY SIX (36) MONTHS PRIOR TO WHEN THE CLAIM OR SERIES OF CLAIMS AROSE. IN NO EVENT SHALL A PARTY, ANY PARENT, SUBSIDIARY,

AFFILIATE OR LICENSOR OF THAT PARTY, OR ANY OF THEIR OFFICERS, DIRECTORS,

EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES, BE LIABLE TO ANY OTHER PARTY,

OR ANY PARENT, SUBSIDIARY, AFFILIATE OR LICENSOR OF THAT PARTY, OR ANY OF THEIR

OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES, FOR ANY

CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES, WASTED EXPENDITURES, OR COSTS (INCLUDING ATTORNEYS’ FEES OR LOST REVENUES, PROFITS,

TIME, SAVINGS, PROPERTY OR GOODWILL) ARISING OUT OF OR IN ANY WAY CONNECTED

TO THIS AGREEMENT, INCLUDING SUCH DAMAGES, EXPENDITURES OR COSTS RESULTING

FROM OR IN CONNECTION WITH THE USE, MISUSE, OR INABILITY TO USE ANY PRODUCTS

OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL VERINT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

10.2 EXCEPTIONS; SUPER CAP CLAIMS.

THE FOREGOING LIMITATIONS ON LIABILITY SHALL NOT APPLY WITH RESPECT TO A PARTY’S INDEMNITY OBLIGATIONS PROVIDED FOR IN THIS AGREEMENT, OR WITH RESPECT TO SUPER CAP CLAIMS. SOLELY WITH RESPECT TO SUPER CAP CLAIMS, VERINT’S LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE, TWO TIMES (2X) THE SAAS ACCESS FEES PAID DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIMS OR SERIES OF CLAIMS AROSE. “SUPER CAP CLAIMS” MEAN THIRD PARTY CLAIMS RESULTING

FROM A BREACH OF SECURITY CAUSING A PERSONAL DATA BREACH (AS DEFINED IN SCHEDULE E) DUE SOLELY TO VERINT’S BREACH OF ITS PERFORMANCE OBLIGATIONS UNDER THIS AGREEMENT.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 28 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 11 CONFIDENTIALITY.

The unauthorized disclosure or use of Confidential Information of a disclosing party or of a disclosing party’s third party licensors, and all information and services related thereto, would cause great injury and harm to the owner thereof.

Therefore, each party agrees to take all appropriate action to ensure the confidentiality and security of the other party’s Confidential Information, but in any event no less than the same standard of care it uses to protect its own Confidential Information of like kind and value. Without limiting the generality of the foregoing, Customer and Verint each agree that it: (i) shall maintain the other’s Confidential Information in the strictest confidence, including compliance with reasonable remote access security requirements; (ii) shall not disclose, display, publish, transmit, or otherwise make available such Confidential Information or take the benefit thereof, in whole or in part, except in confidence to its own Personnel on a need-to-know basis; and (iii) except as expressly permitted hereunder, shall not copy, duplicate, replicate, transform, or reproduce such Confidential Information. Notwithstanding anything to the contrary in this Section, neither party shall be liable to the other for damages resulting from disclosure of any Confidential Information required by law, regulation or valid court order. To the extent legally permitted, the parties will endeavour to provide prior written notice to the other party sufficiently in advance of such required disclosure to allow the other party to respond and take reasonable and lawful action to avoid and/or minimize the degree of such disclosure or seek appropriate protective orders.
12 INDEMNIFICATION. AND INSURANCE.
(a) Verint agrees to indemnify, hold harmless and defend Customer, City Council and each member thereof, and every officer, employee and agent of Customer, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, grossly negligent, or otherwise wrongful acts, errors or omissions of Verint or any person employed by Verint in the performance of its obligations under this Agreement.

12.1 Verint Indemnity.

Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the SaaS Service used as permitted infringes any valid and enforceable, under standardized laws and treaties, thirdparty patent, copyright, trade secret, or other proprietary right, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Customer pursuant to any such actions. If the SaaS Service becomes, or in Verint’s opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint’s sole option, to either procure the right for Customer to continue to use the SaaS Service, or replace or modify it so that it becomes non-infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the SaaS Service and refund to Customer a pro rata refund of any remaining prepaid SaaS Access Fees applicable to those SaaS Services. Verint shall have no obligation or liability hereunder for any claim resulting from: (i) modification of the SaaS Service (a) by any party other than Verint, or (b) by Verint in accordance with Customer’s designs, specifications, or instructions; (ii) use of the SaaS Service other than as granted in this Agreement; or (iii) use of the SaaS Service in conjunction with other products or services not provided by Verint or necessary for the operation of the SaaS Service, where such infringement would not have occurred but for such use; or (iv) use of a version of the SaaS Service other than the then-current version where Customer has requested the prior version remain in use.

12.2 Customer Indemnity.

Customer, at its sole expense, shall defend, indemnify and hold harmless Verint from any action based upon a claim resulting from breach of Section 6.2 by Customer, its Affiliates or Personnel of either, and shall reimburse Verint for all damages, costs, and expenses (including reasonable attorneys’ fees) awarded against Verint pursuant to any such actions.

12.3 Conditions.

Each party’s indemnification obligations hereunder are contingent upon the indemnified party providing the indemnifying party with (i) prompt written notice of the claim, (ii) an opportunity for complete control of the defense of and the right to settle such claim, and (iii) all available information, assistance, authority, and cooperation to enable the defense or settlement of such claim. This Section sets forth the exclusive remedy of the indemnified party against the indemnifying party, and the complete liability of indemnifying party with respect to any action or claim indemnified hereunder.

12.4 Insurance.
(a) Verint shall at all times during the term of this
Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General
Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Verint. (2) Workers’ compensation insurance as required
by the State of California.
(3) Professional Liability Insurance. A policy or
policies of Professional Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to Customer. Further, Verint agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) Verint shall require each of its sub-contractors
to maintain insurance coverage which meets all of the requirements of this Agreement. Alternatively, Verint shall include coverage for its sub-contractors under its policies.
(c) The policy or policies required by this
Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide. (d) Verint agrees that if it does not keep the
aforesaid insurance in full force and effect Customer may either immediately terminate this Agreement.
(e) At all times during the term of this Agreement,
Verint shall maintain on file with Customer’s Risk Manager a certificate or certificates of insurance on a standard ACORD form, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Verint shall, prior to commencement of work under this Agreement, file with Customer’s Risk Manager such certificate or certificates.

The general liability insurance shall contain an endorsement naming the Customer as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to Customer, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by Verint shall be
primary to any coverage available to Customer. The general liability, automobile liability and worker’s compensation policies of insurance required by this Agreement shall include provisions for waiver of subrogation. (h) Any deductibles or self-insured retentions must
be declared to Customer.
(i) The insurance coverage amounts required
under the Agreement do not limit Customer’s right to recover against Verint and its insurance carriers.
13 TERMINATION.

13.1 Service Suspension.

In the event Customer (i) fails to pay Verint any undisputed amounts past due after thirty (30) days written notification to Customer of such past due amounts, or (ii) is in breach of Section 6.2, Verint shall have the right to immediately suspend without written notice the SaaS Services and any Professional Services provided to Customer hereunder until remediation.

13.2 Agreement Termination.

This Agreement may be terminated as follows:
a. By Verint immediately if Customer breaches Sections 6.2, 6.3 or 11; or
b. By either party for material breach hereof which has not been cured within thirty (30) days after written notice of such breach; or c. By either party at any time if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 2 9 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 proceeding in bankruptcy or insolvency.

13.3 Effects of Termination.
a. Termination of Agreement. Upon termination of this Agreement, and except to the extent specified herein, (i) all fees due to Verint for the current Access Term and any other amounts due Verint shall be immediately paid, and (ii) all Customer rights to access and use any of the SaaS Services and to have any on-premise components installed shall immediately terminate without right of refund, and Customer shall delete, or if requested by Verint, return all Verint Intellectual Property in its possession.
b. Customer Data. Within thirty (30) days of termination of this Agreement or non-renewal of the relevant SaaS Service (the “Return Period”) and subject to Customer’s compliance with Section 13.3(a)(i), Customer may request in writing that Verint either delete or return available Customer Data with respect to the terminated SaaS Service(s). At the expiry of the Return Period, if Customer has not elected either of the foregoing Verint may delete and destroy all such Customer Data without notice or liability to Customer. Where Customer requests Verint return available Customer Data, Verint may fulfil this request by making available functionality that enables Customer to retrieve the Customer Data without additional Processing by Verint. If Customer declines to use this functionality, Customer may, within the Return Period, request that Verint return the available Customer Data under an Order for the applicable Professional Services. Verint agrees to provide such Professional Services at its then current rates, provided that in the event this Agreement is terminated for Customer’s breach, Verint shall have the right to require that Customer prepay for such Professional Services. Verint shall provide written confirmation to Customer that it has fully complied with this Section 13.3(b) within thirty (30) days of Customer’s request for such confirmation.
c. Survival. Provisions herein which by their context and content are intended to survive termination or expiration hereof shall so survive, including the Signature Page, Schedule A, Sections 1.2, 5, 6, 8, 9.2, 10, 11, 12, 13.3, 14, and 15 of Schedule B, Schedule D, and Schedule E.
14 GOVERNING LAW.

14.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the substantive laws of the State of California, without regard to its conflicts of law principles, and shall be subject to the exclusive jurisdiction of the courts in Los Angeles County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties.

14.2 Remedies.

Customer acknowledges that each provision providing for ownership and/or protection of Verint Intellectual Property is material to this Agreement, and that any threatened or actual breach thereof shall constitute immediate, irreparable harm to Verint. If Customer breaches or threatens to breach any such provision, in addition to any other remedies Verint may have, Verint shall be entitled to seek injunctive, equitable, or other equivalent relief against such breach directly from any court of competent jurisdiction without the requirement to post bond or other security. Customer agrees to cooperate with Verint, and to obtain all required consents, in the event a third party seeks to compel Verint to disclose Customer Data through any legal process. Verint is permitted to disclose Customer Data if required to do so by law or court order. To the extent legally permitted, Verint shall provide Customer with advance notice to allow Customer to take reasonable and lawful action to minimize the degree of such disclosure or to seek appropriate protective orders. Verint shall be entitled to charge Customer for all costs and expenses (including reasonable attorney fees) incurred complying with or defending against such legal process, and on a time and material basis for any work performed to produce such Customer Data. Verint may also, to the extent legally compelled, remove any violating content posted on the SaaS Services or transmitted through the SaaS Services. Notwithstanding any other terms in this Agreement, Verint shall not be liable to any person for any damages or losses resulting from any disclosure of Customer Data under such legal process. 15 GENERAL PROVISIONS.

15.1 Consent.

Wherever in this Agreement consensus, approval, acceptance, or other consent is required, such consent shall not be unreasonably withheld, conditioned, or delayed; however, it shall not be considered unreasonable for Verint to withhold its consent if such consent could jeopardize the confidentiality of or Verint’s property interests in and to Verint Intellectual Property or other business interests of Verint.

15.2 Assignment.

Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by either party, and any such attempted assignment shall be void and of no effect without the advance written consent of the other party. Notwithstanding the foregoing, (a) such consent shall not be required if the assignor assigns this Agreement to an Affiliate or in connection with a merger, or sale of all its stock or all or substantially all of its assets; provided, (i) the Affiliate or surviving entity is not a direct competitor of Verint, (ii) any such assignee has the financial and other abilities required to perform the assumed party’s obligations and agrees to be bound in writing to assignor’s obligations under this Agreement, and (iii) at the time of assignment, assignor is not in breach of this Agreement. In no event shall this Agreement, or any rights or privileges hereunder, be an asset of Customer under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; however, this Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns.

15.3 Counterparts, Fax Signatures.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed for all purposes to constitute one and the same instrument. The parties hereby agree that hardcopy signatures transmitted and received via facsimile or other electronic means shall be treated as original signatures for all purposes of this Agreement. Notwithstanding the foregoing, electronic mail without attachment evidencing the sending party’s authorized signature shall not constitute a writing for the purpose of binding that party or amending this Agreement.

15.4 Force Majeure.

Except for obligations of confidentiality, payment, and compliance with laws, neither party shall be liable for any delay or failure in performing hereunder if caused by any factor beyond the reasonable control of the party, including force of nature, war, riot, civil action, terrorism, labor dispute, malicious acts or denial of service by a third party, or failure of telecommunication systems or utilities.

Performance shall be deferred until such cause of delay is removed, provided that the delayed party promptly notified the other party after having actual knowledge of any such occurrence.

15.5 Notices.

All notices or other communications required hereunder shall be made in writing and shall be deemed to be effectively given: (i) if made available to Customer’s Personnel by Verint posting such notice to the SaaS Service, and if emailed, the first business day after sending the notice (provided email shall not be sufficient for notices of termination, alleged breach or an indemnifiable claim); or (ii) if hand delivered, when received, and if mailed for overnight delivery, when delivery by the overnight carrier is made, in each instance at the applicable address set forth on the Signature Page. Such addresses may be updated by a party from time to time by providing notice to the other party in accordance with the terms of this Section. Each party may change its notices address by giving notice in the manner set forth herein.

15.6 Severability; Waiver.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties agree to negotiate in good faith an amendment to replace such invalid or unenforceable provision to cause them to be valid and enforceable; provided, if the parties are unable to agree on such amending terms, a court of competent jurisdiction or arbitrator (as applicable) shall so amend and restate such provision in light of the parties’ apparent original intent. The invalidity or unenforceability of any provision shall not constitute a failure of consideration hereunder. Any failure or delay in exercising any right or remedy by either party shall not be deemed a waiver of any further, prior, or future right or remedy hereunder.

15.7 Miscellaneous.

The official language of this Agreement is, and all attachments or amendments to this Agreement, contract interpretations, notices and dispute resolutions shall be in English. Translations of this Agreement shall not be construed as official or original versions. Headings are for convenience only and do not define, interpret Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 PAGE 30 OF 42 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 or limit the scope of any provision hereof. In all cases, the use of "includes/ing" shall mean "includes/ing without limitation". References to a particular section within a schedule or other document expressly attached to the Signature Page shall serve to reference the applicable section within that schedule or document, unless otherwise specified therein. Nothing in this Agreement shall make either party the agent of the other for any purposes whatsoever. No exclusive rights are granted by Verint under this Agreement. All rights or licenses not expressly granted to Customer herein are reserved to Verint, including the right to license the use of the SaaS Services to other parties. The parties acknowledge that the SaaS Services may be subject to U.S. and other applicable foreign export controls. Any reference to a law or statute in this Agreement shall be deemed to include any amendment, replacement, re-enactment thereof for the time being in force and to include any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents, or permissions (together with any conditions attaching to any of the foregoing) made in respect thereof.

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SCHEDULE C

SERVICE LEVELS
This Schedule C is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule C is attached. The calculation of Uptime and any Service Level Credits shall be calculated independently for each SaaS Service subscribed to by Customer. THIS SCHEDULE C SHALL NOT APPLY TO ANY BETA, PILOT OR OTHER TRIAL SUBSCRIPTIONS, OR TO ANY NON-PRODUCTION ENVIRONMENTS, EACH OF WHICH ARE PROVIDED ‘AS IS’ AND WITHOUT WARRANTY OF ANY KIND. 1 SERVICE AVAILABILITY.

1.1 Uptime.

Verint will use commercially reasonable efforts to ensure that the SaaS Services will be available 24 hours per day, 7 days per week, excluding any Scheduled Downtime and Emergency Downtime. In addition to any other notification requirements, Verint will provide Customer with a minimum of seven (7) days advance notice of Scheduled Downtime, and to the extent practical, twenty-four (24) hours advance notice of Emergency Downtime. Verint may post a notice on the application log-in screen to notify Customer administrator of any Scheduled Downtime or Emergency Downtime that will exceed two (2) hours. The duration of any downtime is measured, in minutes, as the amount of elapsed time from when the SaaS Service is not accessible or does not permit Customer to log on, to when the SaaS Services permits Customer to log on and access the SaaS Service.

1.2 Service Level Credits.

If Verint does not meet the Uptime Percentage levels specified below, Customer will be entitled, upon written request, to a service level credit (“Service Level Credit”) to be calculated, with respect to the applicable SaaS Service, as follows:
• If Uptime Percentage is at least 99.99% of the month’s minutes, no Service Level Credits are provided; or
• If Uptime Percentage is 99.95% to 99.98% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 2.5% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Verint; or
• If Uptime Percentage is 99.0% to 99.94% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 5% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Verint; or
• If Uptime Percentage is 97.0% to 98.99.% (inclusive) of the month’s minutes, Customer will be eligible for a credit of 10% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Verint; or
• If Uptime Percentage is less than 97% of the month’s minutes, Customer will be eligible for a credit of 25% of a monthly average fee derived from one-twelfth (1/12th) of the then-current annual fee paid to Verint.

Customer shall only be eligible to request Service Level Credits if it notifies Verint in writing within thirty (30) days from the end of the month for which Service Level Credits are due. All claims will be verified against Verint’s system records. In the event after such notification Verint determines that Service Level Credits are not due, or that different Service Level Credits are due, Verint shall notify Customer in writing on that finding. With respect to any Services Level credits due under Orders placed directly by Customer on Verint, Service Level Credits will be applied to the next invoice following Customer’s request and Verint’s confirmation of available credits; with respect to any Service Level Credits due for SaaS Services under Orders placed on Verint by a Verint authorized reseller on Customer’s behalf, Service Level Credits will be issued by such reseller following Customer’s request and Verint’s confirmation of available credits and such Services Level Credits may only be used by Customer with respect to subsequent purchases of Verint offerings through that reseller.

1.3 Persistent Service Level Failures.

In addition to Service Level Credits, Customer shall have the right to terminate the affected SaaS Service and receive a pro-rata credit for the terminated unused SaaS Service in the event the Uptime Percentage has, in accordance with the preceding, confirmed to have fallen below 97% for three (3) consecutive months; provided, Customer notifies Verint in writing within thirty (30) days after such third (3rd) consecutive failure.

1.4 Exceptions; Remedies.

Customer’s rights under this Section 1, and the inclusion of any minutes in the calculation of Unscheduled Downtime are conditioned on: (i) prompt payment by Customer of all Fees, (ii) Customer performing all Customer obligations (including, without limitation, establishing and maintaining the Customer Environment), (iii) Customer’s compliance with Section 6.2 of Schedule B, (iv) Customer agreeing to use of the most current version of the SaaS Service, and (v) the Unscheduled Downtime not being caused by the failure of any non-Verint third party vendors, the Internet in general, any emergency or force majeure event, or issues caused by the Customer Environment or Customer specific configurations not expressly contemplated in the Documentation. Service Level Credits and, if applicable, Customer’s expressed right to terminate shall be Customer’s sole and exclusive remedy in the event of any failure to meet the Service Levels. Verint will only provide records of system availability in response to good faith Customer claims.
2 SUPPORT.

2.1 Generally for SaaS Services.

During any Access Term, Customer Designated Employees shall have access to Verint technical support Personnel through Verint’s standard telephone, and/or web support services during the support hours applicable to the specific SaaS Services subscribed to by Customer. The contact information for Verint technical support Personnel, support hours applicable to the SaaS Services, and Error type classifications and response times can be found at https://www.verint.com/wpcontent/uploads/Verint-CES-Support-Plan.pdf.

2.2 On-Premise Components.

With respect to any on-premise components, except as specified in an Order, Customer shall be responsible for the installation and configuration of the onpremise components in the Customer Environment. Verint shall provide technical support for such on-premise components through Verint’s standard telephone, email and/or web support services during the support hours specified in the Maintenance and Support Plan under the Premium Plan found at https://www.verint.com/wp-content/uploads/Verint-CES-Support-Plan.pdf.

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SCHEDULE D

INFORMATION SECURITY SCHEDULE
This Schedule D is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule D is attached. 1 DEFINITIONS.

In addition to the capitalized terms in Schedule A, all capitalized terms shall have the meaning ascribed to them herein this Schedule, and for the purposes of this Schedule, shall govern and control in the event of any conflict, including the following:

1.1 Back Office Systems.

Verint’s internal technical environment, IT systems and networks used to implement and manage the Hosted Environment or that are used to access Customer Data.

1.2 Encryption Controls.

Encryption algorithms that are publicly or commercially available, with sufficient key lengths in accordance with Industry Standards to prevent commercially reasonable attempts to decrypt through brute force the encrypted information.

1.3 Industry Standard(s).

Generally accepted industry security standards applicable to the performance obligations regarding Processing of Customer Data. Industry Standards can include in part or in whole frameworks published by the National Institutes for Standards and Technology (NIST), International Organization for Standardization, ISACA, Payment Card Industry Security Standards Council and other internationally recognized standards organizations. 2 GENERAL SECURITY TERMS.

Verint is committed to helping protect the security of Customer Data, and has implemented, and will maintain and follow appropriate technical and organizational measures that conform to Industry Standards intended to protect Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction when Processing. Verint may modify any of its policies, process or procedures at any time provided that such modifications provide greater or substantially similar protections than those provided for in this Schedule.
3 BACK OFFICE SYSTEMS SECURITY AND BUSINESS
CONTINUITY.

3.1 Access Controls.

Verint implements Industry Standard access control methodologies in respect of Back Office Systems, which rely on policy, process, and logical controls to prevent unauthorized access. These access controls include no less than the following:
• Multi-factor authentication processes must be utilized for any access to Back Office Systems. All passwords must be stored and transmitted using Encryption Controls.
• Verint uses the “Principle of Least Privilege” model for restricting access Back Office Systems and regularly reviews access rights granted to Verint Personnel.
• Personnel each have a unique user ID and personal secret password for accessing Back Office Systems which are subject to policies concerning the maintenance of password secrecy. Verint Personnel access rights must be suspended within twenty-four (24) hours of employment termination, and modified within forty-eight (48) hours when Verint Personnel roles and/or responsibilities are changed.
• Verint maintains a password policy which conforms to ISO27001 and NIST 800-63B or equivalent Industry Standards.
• User sessions must expire and require the re-entry of a password if left in an idle state.

3.2 Data Controls.

Where Customer provides Customer Data to Verint for Professional Services purposes, Customer shall take commercially reasonable efforts to redact or remove Personal Data prior to providing that Customer Data to Verint. Where possible, such services shall be delivered via secure screen share controlled by Customer with no Customer Data transferred to Verint. If it is necessary to transfer Customer Data to Verint, the following shall apply:
• Customer shall only use Verint approved communication channels for providing Customer Data to Verint. With respect to the storage of such Customer Data by Verint and any further transmission of that Customer Data by Verint, Verint shall ensure such Customer Data is protected using Encryption Controls.
• In the event Verint makes backups of such Customer Data, all backups of Customer Data shall be encrypted using Encryption Controls.

3.3 Operational Controls.

Verint shall maintain operational controls to further protect Back Office Systems including, without limitation, the following:
• Maintain a dedicated information security function to design, maintain and operate security in line with Industry Standards. This function shall focus on system integrity, risk acceptance, risk analysis and assessment, risk evaluation, and risk management.
• Maintain a written information security policy that is approved by the Verint management team and published and communicated to all Verint Personnel and relevant third parties.
• Provide security awareness training at least annually to its employees, and maintain records of training attendance for no less than one (1) year. • Conduct vulnerability assessments and/or penetration tests of networks, systems, applications and databases where Customer Data is located at rest, in transit and in use. Verint shall triage identified vulnerabilities and remediate or mitigate vulnerabilities in accordance with Industry Standards. • Maintain appropriate authentication system(s) to authenticate and restrict access to Verint systems and networks to valid users.
• Utilize up-to-date and comprehensive virus and malware protection capabilities, and commercially reasonable practices, including detection, scanning and removal of known viruses, worms and other malware on all Back Office Systems involved with Processing activities. • Maintain physical security measures with respect to Verint managed facilities to help prevent and detect physical compromise, including, without limitation, use of identification badges, smart card or other electronic or physical identity verification systems, alarms on external doors, and CCTV on all entrances / exits to such facilities. Verint shall periodically review access records and CCTV video to ensure access controls are being enforced effectively, with any discrepancies or unauthorized access investigated immediately.
• Ensure perimeter networks are physically or logically separated from internal networks containing Customer Data, establish and configure firewalls in accordance with Industry Standards, use network intrusion detection systems as a part of network security, and restrict and control remote network access.
• Complete diligent reviews of any Verint subcontractors that will have access to Back Office Systems, and require such subcontractors contractually commit to substantially similar terms and conditions as those specified in this Schedule, or terms and conditions that Verint reasonably determines as providing substantially similar protection. With respect to any performance subcontracted by Verint, Verint remains responsible for its subcontractors’ compliance with Verint’s performance obligations in the Agreement.

3.4 Availability Controls.

Verint will maintain contingency planning policies and procedures defining roles and responsibilities on proper handling of contingency events. This shall include a business continuity and disaster recovery plan intended to facilitate the restoration of critical operations and processes which would allow for Verint’s continued performance of its obligations which are dependent on Back Office Systems. Such plan shall be periodically reviewed, updated and tested by Verint.

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3.5 Application Controls.

Verint shall implement and conform its software development and implementation practices to applicable Industry Standards relative to the functionality to be performed by the specific Verint product offering comprised in the SaaS Services which satisfy the following:
• Use commercially reasonable measures to detect product vulnerabilities prior to release. These measures may include manual test scripts, test automation, dynamic code analysis, static code analysis, penetration testing, or other measures chosen by Verint. Verint shall update procedures and processes from time to time to improve detection of vulnerabilities within its products.
• Verint’s developers shall not intentionally write, generate, compile, copy, collect, propagate, execute or attempt to introduce any computer code designed to self-replicate, damage or otherwise hinder the performance of any systems or network.
• Verint’s developers shall receive regular training on coding and design with respect to application security.
4 HOSTED ENVIRONMENT SECURITY AND BUSINESS
CONTINUITY.

Verint implements Industry Standard access control methodologies in respect of the Hosted Environment which rely on policy, process, and logical controls to prevent unauthorized access. These access controls include no less than the following:

4.1 Access Controls.

Customer shall have access to Customer Data maintained within their applicable Hosted Environment. Customer shall be responsible for maintaining user access and security controls for users accessing the SaaS Services. Verint shall be responsible for controlling and restricting all other access to Customer Data residing within the applicable Hosted Environment. For the avoidance of doubt, Verint has no obligation to verify that any Customer Personnel using Customer’s account and password has Customer’s authorization. Verint shall provide access to the Hosted Environment in order to comply with its performance obligations under the Agreement and maintain access controls which shall include no less than the following:
• Verint shall enforce complex passwords using built in system settings of at least 12 characters. Verint shall require password changes at least every ninety (90) days. Verint administrators shall use multi-factor authentication for access to the production environment(s).
• Verint uses the “Principle of Least Privilege” model for restricting access to the Hosted Environment and regularly reviews access rights granted to Verint Personnel.
• Customer Data stored in the Hosted Environment is subject to Encryption Controls at rest and in transit within the Hosted Environment. • Verint’s cloud services vendors provide the infrastructure upon which the Hosted Environment operates. Such vendors have primary control over the infrastructure upon which Hosted Environment operates but such control does not extend to permit access to Customer Data or Processing Customer Data.

4.2 Data Controls.

In its performance obligations with respect to the Hosted Environment, the following additional terms shall apply:
• Verint’s security procedures shall require that any Customer Data stored by Verint only be stored using secure data encryption algorithms and key strengths of 256-bit symmetric and 2048-bit asymmetric or greater. Verint shall monitor Industry Standards and implement an action plan if key lengths in use can be compromised through commercially reasonable means.
• Verint will maintain a key management process that includes appropriate controls to limit access to private keys and a key revocation process. Private keys, and passwords shall not be stored on the same media as the data they protect.
• Verint will prohibit Verint Personnel from the download, extraction, storage or transmission of Customer Data through personally owned computers, laptops, tablet computers, cell phones, or similar personal electronic devices except where enrolled in Verint’s Mobile Device Management (MDM), Information Rights Management (IRM), or other security programs. • Verint agrees that any and all Verint initiated electronic transmission or exchange of Customer Data stored within the Hosted Environment shall be protected by a secure and encrypted means (e.g. HTTPS, PGP, S/MIME, SSH, SMTP encryption using TLS on gateway while sending emails).

4.3 Operational Controls.

Verint shall maintain operational controls sufficient to enable Verint’s satisfaction of its performance obligations in this Section 4, including, without limitation, the following:
• Verint will utilize up-to-date and comprehensive virus and malware protection capabilities, and commercially reasonable practices, including detection, scanning and removal of known viruses, worms and other malware on the Hosted Environment.
• If a virus, worm or other malware causes a loss of operational efficiency or loss of data, Verint will mitigate losses and restore data from the last virus free backup to the extent practicable.
• Verint shall ensure that its cloud services vendors provide a multiple layered security approach. This shall include perimeter firewalls, DMZ, one or more internal network segments, and network intrusion detection monitors for attempted intrusion. Network vulnerability scans shall be conducted regularly and issues addressed according to Industry Standard change control processes.
• Verint shall mitigate security vulnerabilities through the use of perimeter and host countermeasures such as intrusion prevention, web application firewall, IP address shunning, and other measures designed to prevent successful exploitation of vulnerabilities.
• Verint and its cloud service vendor shall proactively address security risks by applying released security patches, including, as example, Windows security patching and updates to patch known vulnerabilities in an applicable operating system. Patches shall be deployed to production via Verint’s change management process. Verint shall test all patches in its test environment prior to release to production. If a patch degrades or disables the production environment, Verint shall continue to mitigate vulnerabilities until a patch is provided by the software or operating system manufacturer that does not degrade or disable production. Such mitigation efforts may include intrusion prevention, web application firewall, and other measures chosen by Verint to reduce likelihood or prevent successful access to Customer Data by an unauthorized party.
• Verint shall retain security logs for the period specified by the current version of PCI-DSS. Verint may retain logs for a longer period at its sole discretion.

4.4 Availability Controls.

With respect to the Hosted Environment:
• Verint shall maintain business continuity and disaster recovery plans specific to its Hosted Environment and shall include failover configurations.

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SCHEDULE E

DATA PROCESSING SCHEDULE
This Schedule E is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule E is attached.

1. Definitions

1.1 In addition to the capitalized terms in Schedule A, all capitalized terms shall have the meaning ascribed to them herein this Schedule, and for the purposes of this Schedule, shall govern and control in the event of any conflict, including the following:

1.1.1 “Adequacy Decision” means, for a jurisdiction with Privacy Laws that impose restrictions on certain cross border transfers of Personal Data for subsequent processing, a decision of a Supervisory Authority, legislative or executive body in such jurisdiction which recognizes that the destination jurisdiction in respect of a cross border transfer either by application of its own Privacy Laws or by other legal measures, provides an adequate level of protection in respect of the Processing of Personal Data in that destination jurisdiction;

1.1.2 “Affiliate” means any entity which now or in the future controls, is controlled by, or is under common control with the signatory to this Schedule E, with "control" defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise;

1.1.3 “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data, and in the context of this Schedule E shall mean Customer;

1.1.4 “Data Privacy Framework" means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EUU.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced;

1.1.5 “Data Privacy Framework Principles” means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded or replaced;

1.1.6 “Data Processing Instructions” means the Processing instructions set out at https://www.verint.com/our-company/legal-documents/dpa/dataprocessing-schedule/;

1.1.7 “Data Processor” or “Service Provider” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller, and in the context of this Schedule E shall mean Verint;

1.1.8 “Data Subject” means an identified or identifiable natural or legal person;

1.1.9 “Information Security Schedule” means the information security, technical and organizational measures specified in the Information Security Schedule, as may be updated from time to time, set out at https://www.verint.com/wp-content/uploads/Verint-Information-SecuritySchedule.pdf;

1.1.10 “Permitted Transfer” as defined in Section 11.

1.1.11 “Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed;

1.1.12 "Restricted Transfer" means:

1.1.12.1 a transfer of Personal Data from Customer to Verint for Processing; or

1.1.12.2 an onward transfer of Personal Data from Verint to a Subprocessor for Processing,
in each case, where such transfer outside of the jurisdiction where the Personal Data originates would be prohibited by relevant and applicable Privacy Laws in the absence of an approved method of lawful transfer, including through (a) an Adequacy Decision (which includes the Data Privacy Framework), (b) Standard Contractual Clauses, or (c) by the terms of other recognized forms of data transfer agreements or other lawful processes approved by a Supervisory Authority;

1.1.13 "Services" means the services and other activities to be supplied to or carried out by or on behalf of Verint for Customer pursuant to this Agreement;

1.1.14 "Standard Contractual Clauses" means the contractual clauses approved by a decision of a Supervisory Authority, legislative or executive body pursuant to Privacy Laws which provides for transfer of Personal Data from the jurisdiction from which the Personal Data originates to another jurisdiction where such transfer would otherwise be a Restricted Transfer, including those set out in the Appendices to this Schedule E;

1.1.15 "Subprocessor" means any third party (including any third party and any Verint Affiliate) appointed by or on behalf of Verint to undertake Processing in connection with the Services;

1.1.16 “Supervisory Authority” means an independent competent public authority or other legal body which is established in a jurisdiction under Privacy Laws and responsible for monitoring or enforcement applicable Privacy Laws; and

1.1.17 “Supplementary Measures” means those measures that are considered necessary under certain Privacy Laws to apply additional protections to Personal Data transferred under a Permitted Transfer as such measures are set out at https://www.verint.com/our-company/legaldocuments/dpa/supplementary-measures/;

1.2 References in this Schedule E to Verint include to Verint Affiliates where such Verint Affiliates are Subprocessors.

1.3 References to Customer shall mean Customer Affiliates where such Affiliates are Data Controllers.

2. Appointment of Verint

2.1 Customer appoints Verint as its Data Processor (Service Provider) and agrees that all Personal Data provided to Verint pursuant to this Agreement and this DPA complies with the collection, transmission and lawful processing requirements under relevant Privacy Laws to enable the Processing.

2.2 Verint agrees to treat Personal Data as Customer Confidential Information.

2.3 Verint will not:

2.3.1 Process Personal Data other than as set out in this Schedule E and in this Agreement unless upon Customer’s further written instructions or as required by a Supervisory Authority; or

2.3.2 sell Personal Data; or

2.3.3 Share, use or disclose the Personal Data unless it is authorized in accordance with the Agreement, this DPA, any Order upon Customer’s further written instructions or as required by a Supervisory Authority.

2.4 Customer on behalf of itself and each Customer Affiliate which is the Data Controller of the Personal Data instructs Verint:

2.4.1.1 to Process Personal Data; and

2.4.1.2 subject to Section 11, transfer Personal Data to any country or territory;
in each case as reasonably necessary for the provision of the Services and consistent with this Schedule E.

2.5 The Data Processing Instructions sets out the subject matter and other details regarding the Processing of the Personal Data contemplated as part of the Services, including Data Subjects, categories of Personal Data, special categories of Personal Data, Subprocessors and description of Processing.

3. Verint Personnel
Verint shall ensure that persons authorized to undertake Processing of the Personal Data have:

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 35 OF 42

3.1 committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in respect of the Personal Data; and

3.2 undertaken appropriate training in relation to protection and security of Personal Data.

4. Security

4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, including the risk of a Personal Data Breach. Verint shall implement appropriate technical and organizational measures designed to provide a level of security appropriate to the risk in Processing and for the purposes of this Schedule E Verint’s technical and organizational measures are set out in the Information Security Schedule.

5. Subprocessing

5.1 Verint shall only appoint Subprocessors which enable Verint to comply with this Schedule E. Customer authorizes Verint to appoint Subprocessors in accordance with this Section 5 subject to any restrictions or conditions expressly set out in this Agreement or applicable Order. Subprocessors appointed as at the effective date of this Schedule E are listed in the Data Processing Instructions and/or as specified in an Order. Verint shall remain liable to Customer for the performance of that Subprocessor’s obligations.

5.2 Notwithstanding any notice requirements in this Agreement, before Verint engages any new Subprocessor not authorized in accordance with Section

5.1, Verint shall give Customer notice of such appointment, including details of the Processing to be undertaken by the proposed Subprocessor and for this purpose, Verint may provide such notice by updating the list of Subprocessors in the Data Processing Instructions. Customer may notify Verint of any objections (on reasonable grounds related to Privacy Laws) to the proposed Subprocessor or Data Processing Instructions (“Objection”). Upon receipt of the Objection, Verint and Customer shall negotiate in good faith to agree to further measures including contractual or operational adjustments relevant to the appointment of the proposed Subprocessor or operation of the Services to address the Objection.

Where such further measures cannot be agreed between the parties within forty-five (45) days from Verint’s receipt of the Objection (or such greater period agreed by Customer in writing), Customer may by written notice to Verint with immediate effect terminate that part of the Services which require the use of the proposed Subprocessor.

5.3 With respect to each Subprocessor which is the subject of Section 5.2 above, Verint or the relevant Verint Affiliate shall:

5.3.1 carry out adequate due diligence before the Subprocessor first Processes Personal Data to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by this Agreement;

5.3.2 ensure that the Subprocessor is subject to a written agreement with Verint that includes appropriate data protection provisions; and

5.3.3 if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses or other appropriate method of transfer are at all relevant times incorporated into the agreement executed between Verint and the Subprocessor.

6. Complying With Individual Rights of Data Subject

6.1 Verint shall:

6.1.1 upon becoming aware, promptly notify Customer if Verint receives a request from a Data Subject (or persons appointed to act on their behalf) relating to an actionable right of the Data Subject under any Privacy Law in respect of Personal Data in Verint’s possession for Processing (each being an “Individual Rights Request”); and

6.1.2 not respond any Individual Rights Request except on the written instructions of Customer, (which Customer shall promptly provide to Verint if it requires Verint to respond), or otherwise as required by a Supervisory Authority; and

6.2 Customer may where required by Privacy Laws and where directly relevant to the Services, request Verint in writing to reasonably assist Customer in dealing with Data Subject rights request validly made under Privacy Law directly to the Customer or connected with an Individual Rights Request to the extent Customer cannot fulfil this request without Verint’s assistance.

Verint may fulfil this request by making available functionality that enables Customer to address such Data Subject rights request without additional Processing by Verint. If Customer declines to use such functionality or to the extent such functionality is not available, Verint may provide such assistance in accordance with a mutually agreed Order.

7. Personal Data Breach

7.1 Verint shall notify Customer within forty-eight (48) hours upon Verint or any Subprocessor becoming aware of a Personal Data Breach, providing Customer with sufficient information to allow Customer to meet its obligations under Privacy Law to report to or inform, Data Subjects and/or a Supervisory Authority of the Personal Data Breach. Subject to Section

7.3 below, such notification shall as a minimum:

7.1.1 describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned;

7.1.2 communicate the name and contact details of Verint's data protection officer or other relevant contact from whom more information about the Personal Data Breach may be obtained; and

7.1.3 describe the measures taken or proposed to be taken to address the Personal Data Breach.

7.2 Verint shall co-operate with Customer and take such reasonable commercial steps as are necessary to assist in the investigation, mitigation and remediation of any Personal Data Breach.

7.3 Where and in so far as, it is not possible to provide the information referred to in Section 7.1 at the same time as notification of the Personal Data Breach, the information may be provided in phases without undue further delay. Verint’s obligation to report or respond to a Personal Data Breach under this Section 7 is not and will not be construed as an acknowledgement by Verint of any fault or liability of Verint (or its Affiliates) with respect to a Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

8.1 Where directly connected to Processing, Verint shall provide reasonable assistance to Customer with any data protection impact assessments (or similar assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities), which Customer reasonably considers to be required by Privacy Laws. To the extent that such impact assessment and/or prior consultation requires assistance beyond Verint providing the applicable Verint maintained records of Processing security of Personal Data and/or associated Documentation, Verint may provide such assistance in accordance with a mutually agreed Order.

9. Deletion or return of Personal Data

9.1 Verint shall comply with its obligations in Section 13.3(b) of Schedule B regarding the return of Personal Data.

9.2 Verint may retain Personal Data to the extent required by Privacy Laws or any other statutory requirement to which Verint is subject and only to the extent and for such period as required by Privacy Laws or any other statutory requirement provided always that (a) during such retention period the provisions of this Schedule E will continue to apply, (b) Verint shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Privacy Laws or any other statutory requirement applicable to Verint requiring its storage or any other statutory requirement to which Verint is subject and for no other purpose.

10. Review, Audit and Inspection rights

10.1 Upon Customer’s reasonable request, Verint shall provide all relevant and necessary material, documentation and evidence that it complies with Section 4 of this Schedule E.

10.2 If, following the completion of the steps set out in Section 10.1 Customer reasonably believes that Verint is non-compliant with Privacy Laws, Customer shall provide sufficient written details thereof and allow Verint a reasonable opportunity to respond after which Customer may request that Verint make available, either by webinar or in a face-to-face review, with Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 36 OF 42 appropriate Verint Personnel, extracts of all relevant information necessary to further demonstrate Verint’s compliance with Privacy Laws and this DPA. Customer shall provide reasonable notice of a review to be conducted under this Section 10.2, by contacting Verint’s Global Privacy Officer using Verint’s Privacy Portal.

10.3 In the event that Customer reasonably believes that its findings following the steps set out in Section 10.3 do not enable Customer to comply materially with Customer’s obligations mandated under the Privacy Laws in relation to its appointment of Verint as Data Processor, then Customer may give Verint not less than thirty (30) days prior written notice by contacting Verint’s Global Privacy Officer using Verint’s Privacy Portal of its intention to undertake an audit which may include inspections of Verint to be conducted by Customer or a third party auditor mandated by Customer (such third party not being a competitor of Verint). Such audit and/or inspection shall (i) be subject to confidentiality obligations agreed between Customer (or its mandated third party auditor) and Verint, (ii) be undertaken solely to the extent mandated by, and may not be further restricted under applicable Privacy Laws, (iii) not require Verint to compromise the confidentiality of security aspects of its systems and/or data processing facilities (including that of its Subprocessors), and (iv) not be undertaken in such manner so as to place Verint in breach of Verint’s confidentiality obligations to other Verint customers vendors and/or partners or otherwise cause Verint to breach laws applicable to Verint.

Customer (or third party auditor mandated by Customer) undertaking such audit or inspection shall avoid causing any damage, injury or disruption to Verint’s premises, equipment, systems and/or personnel and shall minimize the impact of such audit or inspection to the extent reasonably possible. To the extent that such audit performed in accordance with this Section 10.3 exceeds one (1) business day, Verint shall reserve the right to charge Customer for each additional day at its then current daily rates.

10.4 If Customer has reasonably grounds following an audit or inspection undertaken pursuant to Section 10.3 to determine that Verint is noncompliant with Privacy Laws or this Schedule E, then Customer will provide details thereof to Verint upon receipt of which Verint shall provide its written response and to the extent required, a draft remediation plan for the mutual agreement of the parties (such agreement not to be unreasonably withheld or delayed) where the mutually agreed plan shall be termed the “Remediation Plan”). Where the parties are unable to reach agreement on the Remediation Plan, or in the event of agreement, Verint materially fails to implement the Remediation Plan by the agreed dates which in either case is not cured within forty-five (45) days following Customer’s notice or another period as mutually agreed between the Parties, Customer may terminate the Order for Services in part or in whole falling under the Remediation Plan provide that any other Services shall continue unaffected by such termination.

10.5 The rights of Customer under this Section 10 shall only be exercised once per calendar year unless Customer reasonably believes Verint to be in material breach of its obligations under either this Schedule E or Privacy Laws.

11. Restricted Transfers

11.1 Whenever a Restricted Transfer occurs, each party will ensure that such transfer is made in compliance with the relevant provisions of Privacy Law.

11.2 Certain of Verint’s Affiliates have certified compliance with the Data Privacy Framework as set out in Verint’s privacy notice. To the extent that a Restricted Transfer involves transferring Personal Data to the United States, and provided always that the transfer falls under the scope of Verint’s self-certification to the Data Privacy Framework, then:

11.2.1 Verint will rely on the Data Privacy Framework to establish that the Restricted Transfer is compliant with the relevant provisions of Privacy Law, unless the Data Privacy Framework shall become invalid, be amended or withdrawn or otherwise Verint no longer maintains certification under the Data Privacy Framework, in which case the provisions of clause 11.3 shall apply; and

11.2.2 Verint will ensure that it provides at least the same level of protection to such Personal Data as is required by the Data Privacy Framework Principles and will inform Customer if it is unable to comply with this requirement.

11.3 Subject to the provisions of clause 11.2, the Standard Contractual Clauses are hereby incorporated into this DPA and shall apply to any Restricted Transfer.

11.4 Where there is any conflict between the terms of this DPA and either the Data Privacy Framework or the Standard Contractual Clauses (as the case may be) then either the Data Privacy Framework or the Standard Contractual Clauses shall prevail.

11.5 Upon request, Verint shall where required by Privacy Law, provide Customer with evidence that it has undertaken an appropriate transfer risk assessment in relation to the relevant Restricted Transfer or otherwise shall undertake such transfer risk assessment.

11.6 A Restricted Transfer which subsequently satisfies the relevant Privacy Law following an Adequacy Decision, adoption of Standard Contractual Clauses or another transfer tool permitted under applicable Privacy Law shall be termed a “Permitted Transfer” under this Schedule E.

12. Other Privacy Laws

12.1 To the extent that Processing relates to Personal Data originating from a jurisdiction or in a jurisdiction which has any mandatory requirements in addition to those in this Schedule E, including Standard Contractual Clauses, the parties may agree to any additional measures required to ensure compliance with applicable Privacy Laws as an Appendix to this Schedule E or in a duly executed written addendum or amendment to this Schedule E or in an Order.

12.2 If any variation is required to this Schedule E as a result of a change in Privacy Laws, then either party may provide written notice to the other party of that change in law. The parties will discuss and negotiate in good faith any necessary variations to this Schedule E, including incorporation of the Standard Contractual Clauses, to address such changes.

13. Supplementary Measures/Additional Safeguards

13.1 Verint shall comply with the Supplementary Measures.

13.2 Verint has no reason to believe that the laws and practices in a destination country which is the transfer destination of Personal Data for further Processing following a Permitted Transfer (“the Destination Country”), including any requirements to disclose Personal Data or measures authorising access by public authorities, prevents Verint from fulfilling its obligations under this Schedule E.

13.3 Verint agrees to promptly notify Customer if at any time it makes a determination that it can no longer comply with its performance obligations under this Schedule E or Privacy Laws as they apply to Verint or if it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under Section 13.2, including following a change in the laws of the Destination Country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in Section 13.2.

13.4 Following a notification pursuant to Section 13.3, Verint shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to address the situation. Any Permitted Transfer shall be suspended if Verint or Customer (on notice to Verint) reasonably considers that no appropriate safeguards for such transfer can be ensured, or if instructed by a Supervisory Authority to do so. If the suspension cannot be lifted within a reasonable period, Customer shall be entitled to terminate the affected Order (or affected component of an Order) in accordance with Section 13 of Schedule B provided that any remaining Services shall otherwise continue unaffected by such termination.

13.5 Verint shall, unless legally prohibited from doing so:

13.5.1 promptly notify the Customer in the event if it receives a legally binding request from a public authority, including judicial authorities, under the laws of a Destination Country for the disclosure of Personal Data including information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 37 OF 42

13.5.2 promptly notify the Customer in the event it becomes aware of any direct access by public authorities exercising a right under the laws of the Destination Country in relation to the Personal Data transferred to the Destination Country for Processing; and

13.5.3 in respect of such a request or direct access as aforesaid take such steps as are necessary to keep disclosure and access to the minimum and provide Customer with as much information as legally permissible.

14. General Terms

14.1 The applicable law provisions of this Agreement are without prejudice to clauses 7 (Mediation and Jurisdiction) and 10 (Governing Law) of the Standard Contractual Clauses where applicable to Restricted Transfers of Personal Data from the European Union to a third country.

14.2 The parties agree that any electronic link included in this Schedule E and the content thereof form integral part of this Schedule E.

14.3 In the event of inconsistencies between the provisions of this Schedule E and any part of any other agreements between the parties, including this Agreement, the provisions of this Schedule E shall prevail.

14.4 Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary in writing by the parties to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

14.5 This DPA constitutes the entire agreement and understanding of the parties relating to Processing, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written, electronic, oral or otherwise.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 38 OF 42 APPENDIX 1

EUROPEAN, SWISS AND UNITED KINGDOM TERRITORY SPECIFIC TERMS

1. The Standard Contractual Clauses for the purposes of this Appendix shall mean the EU Standard Contractual Clauses where the “EU Standard Contractual Clauses” shall mean the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, as set out in the European Commission’s Implementing Decision 2021/914 of 4 June 2021, as may be amended, replaced or superseded by the European Commission from time to time as the modules Annexes and adapted by this Appendix 1. To the extent of any conflict between the body of this DPA and this Appendix 1, this Appendix 1 shall prevail of any conflicting term in the body of this DPA. Notwithstanding the foregoing, as required by clause 5 of the EU Standard Contractual Clauses, the EU Standard Contractual Clauses shall prevail over any other term of this DPA and the Agreement.

2. In respect of any Restricted Transfers from the European Economic Area, the parties agree to the following:

2.1. The EU Standard Contractual Clauses will be incorporated into this DPA;

2.2. The modules and Annexes of the EU Standard Contractual Clauses are set out at https://www.verint.com/wp-content/uploads/Modules-to-SCC-pursuantto-Regulation-EU-2016-679.pdf; and

2.3. The parties agree that execution of this DPA or the agreement into which it is incorporated constitutes signature and acceptance of Annex 1.A to Appendix 1 of this DPA and acceptance and incorporation of the EU Standard Contractual Clauses.

3. In respect of any Restricted Transfers from the United Kingdom, the parties agree to the following:

3.1. The Standard Contractual Clauses shall mean the UK Addendum where “UK Addendum” means the International Data Transfer Addendum to EU Transfer Contract Clauses in force 21st March 2022, as may be amended, replaced or superseded by the ICO from time to time (including when formally issued by the ICO under section 119A(1) of the UK Data Protection Act 2018);

3.2. The UK Addendum will be incorporated into this DPA;

3.3. The parties agree that execution of this DPA or the agreement into which it is incorporated constitutes signature and acceptance of Annex 1.A to Appendix 1 of this DPA and acceptance and incorporation of Annex 1A to this Schedule and acceptance and incorporation of the UK Addendum; and

3.4. Tables 1 to 4 (inclusive) to the UK Addendum shall be deemed completed with the information set out in at https://www.verint.com/wpcontent/uploads/Modules-to-SCC-pursuant-to-Regulation-EU-2016-679.pdf;

4. In respect of any Restricted Transfers from Switzerland, the parties agree to the following:

4.1. The EU Standard Contractual Clauses shall have the same meaning as described in paragraph 1 and as approved by the Swiss Data Protection and Information Commissioner, including the necessary adaptations to ensure compliance with Swiss data protection law as set out at https://www.verint.com/wp-content/uploads/Modules-to-SCC-pursuant-to-Regulation-EU-2016-679.pdf;

4.2. The EU Standard Contractual Clauses will be incorporated into this DPA;

4.3. The parties agree that execution of this DPA or the agreement into which it is incorporated constitutes incorporated constitutes signature and acceptance of Annex 1.A to Appendix 1 of this DPA and acceptance and incorporation of the EU Standard Contractual Clauses.

ANNEX 1 TO SCHEDULE E
COMMISSION IMPLEMENTING DECISION (EU) 2021/914
OF 4 JUNE 2021

ON STANDARD CONTRACTUAL CLAUSES FOR THE TRANSFER OF PERSONAL DATA TO THIRD COUNTRIES PURSUANT TO REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
(…)

APPENDIX

ANNEX I
A. LIST OF PARTIES
Data exporter(s) [Customer]:

1. Name: … as specified in the signature block of the Signature Page Address: … as specified on the Signature Page
Contact person’s name, position and contact details: …as specified in the signature block of the Signature Page Activities relevant to the data transferred under these Clauses: …as specified in the Data Processing Instructions Signature and date: … as evidenced by the execution of the Agreement on the Signature Page Role (controller/processor): …controller.

2. …
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 39 OF 42 Data importer(s) [Verint]:

1.Name: … as specified in the signature block of the Signature Page Address: … as specified on the Signature Page
Contact person’s name, position and contact details: …Verint’s Global Privacy Officer contacted by submitting a request via Verint’s Privacy Portal Activities relevant to the data transferred under these Clauses: …as specified in this Agreement and the Data Processing Instructions Signature and date: … as evidenced by the execution of the Agreement on the Signature Page Role (controller/processor): … processor

2. …
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 40 OF 42 APPENDIX 2

CALIFORNIA PRIVACY LAW SPECIFIC PROVISIONS
“CCPA” means the California Consumer Privacy Act of 2018 (“CCPA”), Cal. Civ. Code Section 1798.100, et seq., as may be amended from time to time (including but not limited to those amendments enacted by the California Privacy Rights Act of 2020 (“CPRA”)), and any implementing regulations relating to the same. Unless otherwise defined herein, all capitalized terms in this Appendix 2 are as defined in the Agreement or the CCPA. Where the Personal Data is subject to requirements regarding Processing under the CCPA and/or CPRA in effect as at the Effective Date of this DPA, the following provisions shall apply:

Requirement Provision applicable to DPA
Prohibition on Selling or Sharing Personal Information
See Sections 2.3.2 and 2.3.3. For this Appendix 2, “sell” and “share,” as used in the DPA, shall take the meanings assigned to those terms in the CCPA. .

Business Purpose of Processing
Provision of SaaS Services, Professional Services and/or Support in accordance with the Agreement and DPA. More specific
information available at Section 1.1.4
Use Limitation
Verint shall Process the Personal Data only to achieve the Business Purpose of Processing as set forth in the DPA (and may otherwise use personal information solely as permitted under the CCPA).

Compliance with CCPA See Sections 4.1 and 6.1. Moreover, each party shall comply with applicable obligations under Privacy Laws
Notification of a determination it can no longer comply with Privacy Law See Section 13.3
Non-combining of Personal Data as Service Provider
Verint agrees that it shall not combine Personal Data with other data it receives from other sources about the same Data Subject except where Verint is entitled to do so under Privacy Law, or pursuant to the Agreement or this DPA or the business purpose
Written agreement with each Subprocessor See Section 5.3.2 Maintain technical and organizational measures to protect Personal Information See Section 4.1
Certification Verint understands the restrictions Verint certifies that it understands the restrictions set forth herein and under the CCPA and will comply with them
Reasonable Support to Respond and Notice of any Requests See Sections 6.1.1 and 6.2 Reasonable and Appropriate Steps to Ensure Compliance See Section 10 Retention, Use or Disclosure of Personal Information
Verint will not retain, use, or disclose the Personal Information outside of the direct business relationship and for any purpose other than providing the Services as specified in the Agreement and associated Orders, for a Business Purpose, or as expressly permitted by the CCPA.

Right to Stop Unauthorized Use See Section 13.4
Consumer Requests - Notices See Section 6
Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV 11JULY2024 PAGE 42 OF 42 APPENDIX 3
BRAZILIAN GENERAL DATA PROTECTION LAW (“LGPD”) TERRITORY SPECIFIC PROVISIONS LGPD applies regardless of where the data Processing agent is located, to the extent that: (i) the data Processing activities take place in Brazil, (ii) the data Processing occurs for the offering of goods and services in Brazil, or for the Processing of Personal Data from Data Subjects located in Brazil; or (iii) the processed Personal Data is collected in Brazil. For purposes of the LGPD, the Personal Data will be deemed as collected in Brazil if the Data Subject was in Brazil at the time the data was collected.

For purposes of the LGPD, the definition of “Data Controller” is the same of the Portuguese term “Controlador” and in the context of this DPA shall mean Customer.

The definition of “Data Processor” (or “Service Provider) is the same of the Portuguese term “Operador” and in the context of this DPA shall mean Verint. The definition of “Data Protection Officer (DPO)” is the same of the Portuguese term “Encarregado de Dados”.

Where the Personal Data is subject to requirements regarding Processing under the Brazilian General Data Protection Law (Law No. 13,709 of 2018; hereby named as “LGPD”) in effect as at the Effective Date of this DPA, the following provisions shall apply:

1. The Standard Contractual Clauses for the purposes of this Appendix shall mean the EU Standard Contractual Clauses where the “EU Standard Contractual Clauses” shall mean the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679, as set out in the European Commission’s Implementing Decision 2021/914 of 4 June 2021, as may be amended, replaced or superseded by the European Commission from time to time as the modules Annexes and adapted by this Appendix 3. To the extent of any conflict between the body of this DPA and this Appendix 3 as it relates to Processing falling under this Appendix 3, this Appendix 3 shall prevail of any conflicting term in the body of this DPA. Notwithstanding the foregoing, as required by clause 5 of the EU Standard Contractual Clauses, the EU Standard Contractual Clauses shall prevail over any other term of this DPA and the Agreement.

2. In respect of any Restricted Transfers from Brazil, the parties agree to the following:

2.1. The EU Standard Contractual Clauses will be incorporated into this DPA. The EU Standard Contractual Clauses shall apply in respect of any Restricted Transfer from Brazil to other jurisdictions, subject to amendments for adequacy with certain obligations specifically set forth in the Brazilian General Data Protection Law, and to the extent that Brazilian Supervisory Authority (“ANPD”) does not set forth its specific Standard Contractual Clauses for Restricted Transfers.

2.2. The modules and Annexes of the EU Standard Contractual Clauses are set out at https://www.verint.com/wp-content/uploads/Modules-to-SCC-pursuantto-Regulation-EU-2016-679.pdf; and

2.3. The parties agree that execution of this DPA or the agreement into which it is incorporated constitutes signature and acceptance of Annex 1.A to this Appendix 3 of this DPA and acceptance and incorporation of the EU Standard Contractual Clauses.

Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 City Signatures for Verint Americas Inc. Master SaaS Agreement:

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills,
California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM:
_________________________________
LAURENCE S. WIENER
City Attorney

APPROVED AS TO CONTENT
_________________________________

NANCY HUNT-COFFEY
City Manager
_________________________________

DAVID SCHIRMER
Chief Information Officer
_________________________________
SHARON DRESSEL L’HEUREUX
Risk Manager
_________________________________

ANTHONY RODSTEIN
Purchasing Services Manager
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Docusign Envelope ID: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 Certificate Of Completion
Envelope Id: AF395633-0C7B-4DD4-BD05-2B7D6FE1FE44 Status: Sent Subject: Complete with Docusign: Verint DocuSign 1.27.25.pdf Source Envelope:

Document Pages: 42 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 2 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
1/27/2025 9:44:24 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Kurt Schneider
[email protected]
CFO Americas
Verint Systems
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 107.115.159.132
Signed using mobile
Sent: 1/28/2025 8:46:41 AM
Viewed: 1/28/2025 8:49:29 AM
Signed: 1/28/2025 8:49:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kurt Schneider
[email protected]
CFO Americas
Verint Systems
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 172.56.102.200
Sent: 1/28/2025 8:49:48 AM
Viewed: 1/28/2025 10:01:05 AM
Signed: 1/28/2025 10:01:18 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman For:
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.97.140.146
Signed using mobile
Sent: 1/28/2025 10:01:20 AM
Viewed: 1/28/2025 10:21:54 AM
Signed: 1/28/2025 10:22:16 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 38.140.62.179
Signed using mobile
Sent: 1/28/2025 10:22:18 AM
Viewed: 2/3/2025 9:05:58 AM
Signed: 2/3/2025 9:06:12 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 2/3/2025 9:06:14 AM
Viewed: 2/4/2025 10:32:06 AM
Signed: 2/4/2025 10:32:15 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 2/4/2025 10:32:18 AM
Viewed: 2/13/2025 10:29:49 AM
Signed: 2/13/2025 10:41:42 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 2/13/2025 10:41:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Michelle Fields
[email protected]
Sr Director
Security Level: Email, Account Authentication
(None)
Sent: 1/28/2025 8:46:43 AM
Viewed: 1/28/2025 4:18:52 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/27/2025 10:06:49 AM
Envelope Updated Security Checked 2/13/2025 10:29:06 AM Envelope Updated Security Checked 2/13/2025 10:40:14 AM Envelope Updated Security Checked 2/13/2025 10:40:15 AM Envelope Updated Security Checked 2/13/2025 10:40:15 AM Envelope Updated Security Checked 2/13/2025 10:40:15 AM Envelope Updated Security Checked 2/13/2025 10:41:08 AM Payment Events Status Timestamps