Rancho Cucamonga City Council
August 19, 2026

SERVICENOW EXPRESS GENERAL TERMS AND CONDITIONS
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 2 (version 10/21//2014)

2.3 USE VERIFICATION. Customer may not use or otherwise access the Subscription Service in a manner that exceeds Customer’s authorized use. ServiceNow may review Customer’s use of the Subscription Service, and Customer shall provide any reasonable assistance to verify Customer’s compliance with the Agreement. If ServiceNow determines that Customer has exceeded its permitted use of the Subscription Service then ServiceNow will notify Customer and within thirty (30) days thereafter Customer shall either: (i) disable any unpermitted use or (ii) purchase additional subscriptions. If Customer fails to regain compliance within such thirty (30) day period, ServiceNow may suspend Customer’s use of the Subscription Service or terminate the Agreement for cause in accordance with Section 7 (Term and Termination), in additionto any other rights or remedies ServiceNow may have.

3. GRANT OF USE RIGHTS; OWNERSHIP; CUSTOMER RESTRICTIONS

3.1. SUBSCRIPTION SERVICE. Customer is authorized to use the Subscription Service limited by the purchased amount and subscription term (“Subscription Term”) on the Order Form and the Product Overview.

3.2. DOCUMENTATION. ServiceNow grants to Customer a non-exclusive, non-transferable, worldwide right during the Subscription Term to access and use the documentation relating to the operation and use of the Subscription Service that is provided by ServiceNow to Customer under the Agreement, as updated by ServiceNow from time to time (“Documentation”).

3.3. CUSTOMER DATA. Customer grants ServiceNow a non-exclusive, non-transferable, worldwide right to use the electronic data pertaining to Customer and/or its users that is processed using the Subscription Service (collectively “Customer Data”) strictly for the limited purpose of providing the Subscription Service to Customer.

3.4. SOFTWARE. ServiceNow may provide ServiceNow software products (“Software”) for use in connection with the Subscription Service. Any Software is licensed and not sold (even if for convenience ServiceNow makes reference to words such as “sale” or “purchase”). ServiceNow grants Customer a limited, personal, worldwide, non-sublicensable, nontransferable, non-exclusive license to install and execute the Software on machines operated by or for Customer solely to permit Customer to use the Subscription Service during the Subscription Term in accordance with the terms and conditions of the Agreement. The Software may include code that is licensed under third party license agreements, including open source made available or provided with the Software.

3.5. OWNERSHIP. As between ServiceNow and Customer, all rights, title, and interest in and to all intellectual property rights in the Subscription Service, Software and/or Documentation are owned exclusively by ServiceNow. Except as expressly provided in the Agreement, ServiceNow does not grant Customer (and expressly reserves) any rights, express or implied, or ownership in the Subscription Service, Software and/or Documentation. ServiceNow shall have a royalty-free, worldwide, non-exclusive, transferable, sub-licensable, irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into the Subscription Service, Software and/or Documentation, any suggestions, enhancements, recommendations or other feedback provided by Customer relating to the Subscription Service, Software and/or Documentation.

3.6. RESTRICTIONS. Customer shall not (and shall not permit others to) do the following with respect to the Subscription Service, Software or Documentation: (i) license, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any of them available for access by third parties; (ii) disassemble, reverse engineer, decompile or modify them or otherwise create derivative works thereof; (iii) access them for the purpose of developing products or services that compete with the Subscription Service; (iv) use them to operate more or different type of applications or platform not authorized under the Agreement; (v) use them to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or engage in any other malicious act; (vi) disrupt their security, integrity or operation; (vii) remove or modify a copyright or other proprietary rights notice in them; (viii) use them to reproduce, distribute, display, transmit or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (ix) use them to damage the property of another; (x) use them in any manner which violates any law or regulation of the United States, any state thereof or other government authority; (xi) use them in any manner that disables, hacks or otherwise interferes with any security, digital signing, digital rights management, verification or authentication mechanisms or (xii) use them in a manner that temporarily or permanently alters, erases, removes, copies, modifies, halts or disables any ServiceNow or third party data, software or network.

4. WARRANTIES

4.1. LIMITED SUBSCRIPTION SERVICE WARRANTY. ServiceNow warrants that during the Subscription Term Customer’s production instances of the Subscription Service shall materially conform to the Product Overview. To submit a warranty claim under this Section, Customer shall (1) reference this Section; and (2) submit a support request to resolve the non-conformity as provided in the Subscription Service Guide, which is set forth on www.servicenow.com/be_schedules.do. If the non-conformity persists without relief more than thirty (30) days after written notice of a warranty claim provided to

SERVICENOW EXPRESS GENERAL TERMS AND CONDITIONS
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 3 (version 10/21//2014) ServiceNow under this Section 4.1, then Customer may terminate the affected Subscription Service and ServiceNow shall refund to Customer any prepaid subscription fees covering the remainder of the Subscription Term of the affected Subscription Service after the date of termination. Notwithstanding the foregoing, this warranty shall not apply to any non-conformity due to a modification of or defect in the Subscription Service that is made or caused by any person other than ServiceNow or a person acting at ServiceNow’s direction. THIS SECTION 4.1 SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND SERVICENOW’S SOLE LIABILITY) IN CONNECTION WITH THISWARRANTY.

4.2. LIMITED PROFESSIONAL SERVICES WARRANTY. ServiceNow warrants that the Professional Services will be performed in a competent and workmanlike manner in accordance with accepted industry standards and practices and all material requirements set forth in the SOW or Service Description. Customer shall notify ServiceNow in writing of any breach within thirty (30) days after performance of the non-conforming Professional Services. Upon receipt of such notice, ServiceNow, at its option, shall either use commercially reasonable efforts to re-perform the Professional Services in conformance with these warranty requirements or shall terminate the affected Professional Services and refund to Customer any amounts paid for the nonconforming Professional Services. THIS SECTION 4.2 SETS FORTH CUSTOMER’S EXCLUSIVE RIGHTS AND REMEDIES (AND SERVICENOW’S SOLE LIABILITY) IN CONNECTION WITH THIS WARRANTY.

4.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THE

AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, SERVICENOW DISCLAIMS ALL WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WARRANTIES ARISING UNDER STATUTE,

WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR

PURPOSE OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERVICENOW SPECIFICALLY DOES

NOT WARRANT THAT THE SUBSCRIPTION SERVICE, SOFTWARE, PROFESSIONAL SERVICES OR DOCUMENTATION

WILL MEET THE REQUIREMENTS OF CUSTOMER OR OTHERS OR THAT THEY WILL BE ACCURATE OR OPERATE WITHOUT INTERRUPTION OR ERROR. CUSTOMER ACKNOWLEDGES THAT IN ENTERING THE AGREEMENT IT HAS NOT RELIED ON ANY PROMISE, WARRANTY OR REPRESENTATION NOT EXPRESSLY SET FORTH HEREIN.

5. CONFIDENTIALITY AND NON-USE RESTRICTIONS

5.1. CONFIDENTIAL INFORMATION. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure, including without limitation: each party’s respective business plans and processes; financial and employee data; proprietary technology and product information and designs; the Subscription Service and Software and Customer Data. The terms of the Agreement and Order form(s) are Confidential Information of ServiceNow. Confidential Information excludes information that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; or (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

5.2. PROTECTION. The Receiving Party shall: (i) at all times protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential information, and in no event using less than reasonable care; and (ii) not use Confidential Information of the Disclosing Party except to the extent necessary to exercise its rights or fulfill its obligations under the Agreement. To the extent necessary under the Agreement, the Receiving Party may disclose the Confidential Information of the Disclosing Party to the Receiving Party’s employees or contractors who are bound by written obligations of confidentiality and non-use and non-disclosure restrictions at least as protective as those set forth herein. In the event of a court order or government regulation compelling disclosure of any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof, and shall reasonably cooperate with the Disclosing Party to seek confidential or other protective treatment. Each party’s obligations set forth in this Section 5 shall remain in effect during the term and three (3) years after termination of the Agreement. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party. Provisions for the return of Customer Data are set forth in Section 7.3 (Return of Customer Data).

6. LIMITATIONS OF LIABILITY AND DAMAGES

6.1. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO The AGREEMENT OR THE SERVICES PROVIDED

HEREUNDER, WHETHER BASED ON CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL

BE LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE

SERVICENOW EXPRESS GENERAL TERMS AND CONDITIONS
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 4 (version 10/21//2014) TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; AND (3) CUSTOMER’S OBLIGATION TO PAY AMOUNTS OWED FOR SERVICES PROVIDED HEREUNDER.

6.2. EXCLUSION OF DAMAGES. TO THE EXTENT PERMITTED BY LAW, NEITHER SERVICENOW NOR

CUSTOMER SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR

INDIRECT) OR LOSS OF USE OR DATA, COVER, SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL,

CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO BUSINESS,

REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE HOWEVER CAUSED, WHETHER BY BREACH

OF WARRANTY, BREACH OF CONTRACT, IN TORT OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN

IF SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE FORESEEABLE. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: (1) BODILY INJURY OR DEATH; AND (2) INFRINGEMENT BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.

7. TERM AND TERMINATION

7.1. TERM AND TERMINATION. The Agreement continues until terminated in accordance with its terms. Each party may terminate the Agreement in its entirety either: (i) upon thirty (30) days’ prior written notice to the other party, if at the time such notice is served there are no Order Forms in effect; or (ii) upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors. Either party may terminate a Subscription Service or Professional Services effective immediately upon written notice if the other party materially breaches a material obligation under the Agreement or the applicable Order Form for the affected service and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party. Professional Services are separately ordered from the Subscription Service, and are not required for the Subscription Service. A breach by a party of its obligations with respect to Professional Services shall not by itself constitute a breach by that party of its obligations with respect to the Subscription Service even if the services are enumerated in the same Order Form.

7.2. EFFECT OF TERMINATION OF SERVICE. Upon expiration or other termination of the Subscription Service for any reason, Customer shall stop using, and ServiceNow shall stop providing, the terminated Subscription Service. (a) If the Subscription Service is terminated by Customer due to ServiceNow’s breach, then ServiceNow shall refund to Customer, within thirty (30) days after the effective date of termination, all prepaid fees for the remaining portion of the Subscription Term for the terminated Subscription Service after the effective date of termination. (b) If Professional Service is terminated by Customer due to ServiceNow’s breach, then ServiceNow shall refund to Customer, within thirty (30) days after the effective date of termination, any prepaid amounts for unperformed Professional Service. (c) If the Subscription Service is terminated by ServiceNow due to Customer’s breach, then Customer shall pay to ServiceNow, within thirty (30) days after the effective date of termination, fees for the terminated Subscription Service that would have been payable for the remainder of the Subscription Term after the effective date of termination. (d) Upon expiration or other termination of the Subscription Service for any reason, Customer shall be eligible to request the return of Customer Data in accordance with Section 7.3 (Return of Customer Data).

7.3. RETURN OF CUSTOMER DATA. Following the end of the Subscription Term, where Customer has not renewed, Customer shall have forty-five (45) days to request a copy of the Customer Data from ServiceNow; and, if requested, ServiceNow shall use commercially reasonable efforts to provide a copy of that data within fifteen (15) days in a mutually agreed upon, commercially standard format at no cost to Customer unless ServiceNow determines in its reasonable discretion that the data output is not routine, in which case the parties shall mutually agree on a statement of work for professional services. After such forty-five (45) day period, ServiceNow shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, have the right to delete all Customer Data in its systems or otherwise in its possession or under its control and delete Customer’s instances of the Subscription Service.

7.4. SURVIVAL. Upon termination of the Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections 3.5 (Ownership), 3.6 (Restrictions), and 5 (Confidentiality and Non-Use Restrictions) through 8 (General Provisions) of these General Terms and Conditions, together with any other provision required for their construction or enforcement, shall survive termination of the Agreement for any reason.

8. GENERAL PROVISIONS

8.1. ASSIGNMENT. Neither party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, either party may, upon notice and without the other party’s consent: (i) in connection with a merger, reorganization or sale of all or substantially all of the assets or equity

SERVICENOW EXPRESS GENERAL TERMS AND CONDITIONS
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 5 (version 10/21//2014) of such party, assign the Agreement in its entirety to such party’s successor; and (ii) assign the Agreement in its entirety to any company, partnership or other legal entity which from time to time directly or indirectly controls, is controlled by or is under the common control with such party. Any attempted or purported assignment in violation of this Section 8.1 will be null and void.

Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

8.2. NOTICE. Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email, except that email shall not be sufficient for notices regarding a Claim. Notices shall be sent to the parties as set forth on the Order Form or as otherwise agreed to by the parties in writing.

8.3. EXPORT COMPLIANCE. Each party shall comply with United States and foreign export control laws and regulations. Customer acknowledges that the Subscription Service, Professional Services, Software and Documentation are subject to the U.S. Export Administration Regulations (the “EAR”) and that Customer shall comply with the EAR.Without limiting the foregoing, Customer represents and warrants that: (i) Customer is not located in, and shall not use the Subscription Service, Professional Services, Software and Documentation from, any country that is subject to U.S. exportrestrictions (currently including, but not necessarily limited to, Cuba, Iran, North Korea, Sudan and Syria); (ii) Customer shall not use the Subscription Service, Professional Services, Software and Documentation in the design, development or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, sounding rockets or unmanned air vehicle systems; and (iii) Customer is not prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, Customer is responsible for complying with any local laws which may impact Customer’s right to import, export or use the Subscription Service, Professional Services, Software and Documentation.

8.4. FORCE MAJEURE. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), trespassing, sabotage, theft or other criminal acts, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, epidemics or similar events, natural disasters or extreme adverse weather conditions (each a “Force Majeure Event”). The party suffering a Force Majeure Event shall use reasonable efforts to mitigate against the effects of such Force Majeure Event.

8.5. US GOVERNMENT RIGHTS. All ServiceNow software is commercial computer software and all services are commercial items. “Commercial computer software” has the meaning set forth in Federal Acquisition Regulation (“FAR”)

2.101 for civilian agency purchases and the Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency purchases. If the software is licensed or the services are acquired by or on behalf of a civilian agency, ServiceNow provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212 (Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or the services are acquired by or on behalf of any agency within the DOD, ServiceNow provides the commercial computer software and/or commercial computer software documentation and other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional rights in technical data as set forth in DFARS 252.227-7015. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS or other clause or provision that addresses Government rights in computer software or technical data.

8.6. ENTIRETY. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ServiceNow which is not set out in the Agreement. Customer’s order is not contingent on, and Customer has not relied on, the delivery of any future functionality regardless of any verbal or written communication about ServiceNow’s future plans. The Agreement supersedes all prior or contemporaneous oral or written agreement, representations and negotiations, including, but not limited to, any terms contained in Customer’s purchase order.

8.7. WAIVER AND AMENDMENT. A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given. Any modification of the Agreement, an Order Form, the Product Overview, the Subscription Service Guide, a SOW or a Service Description must be in writing and signed by authorized representatives of both parties.

8.8. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in the Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party shall have any right or authority

SERVICENOW EXPRESS GENERAL TERMS AND CONDITIONS
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 6 (version 10/21//2014) to assume or create any obligation of any kind expressed or implied in the name of or on behalf of the other party. ServiceNow may at any time subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.

8.9. GOVERNING LAW; VENUE; TIME FOR BRINGING ACTION. The Agreement shall be governed by, subject to, and interpreted in accordance with the laws of the state of California, United States of America, if Customer is located in Canada, United States or Mexico, and the laws of England if Customer is located elsewhere. If Customer is located in Canada, United State or Mexico, the parties hereby irrevocably consent to the nonexclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in San Diego, California, or New York, New York, for the purposes of adjudicating any action or proceeding to enforce the terms of the Agreement. If Customer is located elsewhere, then any dispute arising under the Agreement shall be finally settled by binding arbitration in London, England. Such arbitration shall be conducted in English in accordance with the rules of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with such rules. The arbitrator shall allow such discovery as is appropriate in accomplishing a fair, speedy, and cost-effective resolution of the dispute, and shall be expressly empowered to issue appropriate injunctive relief. The award of arbitration shall be final and binding upon both parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any monetary award shall be payable in United States dollars. To the extent permitted by law, choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. No cause of action arising hereunder or relating hereto may be brought more than one (1) year after it first accrues. Theprevailing party in an action to enforce the Agreement shall be entitled to costs of bringing the claim and reasonable attorneys’ and experts’ fees and expenses. Notwithstanding the foregoing, either party may at any time seek and obtain appropriate legal or equitable relief in any court of competent jurisdiction for claims regarding such party’s intellectual property rights.

8.10. CONSTRUCTION. The Subscription Service and Professional Services shall be provided in the English language unless agreed otherwise. The parties confirm that they have requested that the Agreement and all related documents be drafted in English at the express wishes of the parties. Les parties ont exigé que le présent contrat et ServiceNow les documents connexes soient rédigés en anglais selon la volonté expresse des parties. Capitalized terms not defined herein shall have the meaning set forth or referenced in the Subscription Service Guide. Section headings are for convenience only and are not to be used in interpreting the Agreement.

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SUBSCRIPTION SERVICE GUIDE
Capitalized terms not defined herein shall have the meaning set forth in the Express General Terms and Conditions or Subscription Service Agreement.

1. CUSTOMER OPERATION OF SUBSCRIPTION SERVICE

1.1. PASSWORDS AND USER NAMES. Customer shall: (a) protect the names and passwords of users of the Subscription Service and prevent and notify ServiceNow of unauthorized use of the Subscription Service; (b) appoint up to five (5) designated support contacts for purposes of contacting ServiceNow support regarding questions and/or technical issues (“Authorized Customer Support Contacts”) and ensure that the Authorized Customer Support Contacts’ information is current in the ServiceNow support portal; (c) be responsible for the lawfulness of, and results obtained from, all CustomerData submitted by users to the Subscription Service and each user’s acts and omissions; and (d) use the Subscription Service only in accordance with the Documentation.

1.2. ACCESS CONTROL. ServiceNow provides the technical architecture that permits Customer to use and process Customer Data in the Subscription Service. This architecture includes an access control list engine. Customer shall be responsible for using the access control list engine for protecting all Personal Data. Customer shall ensure that access to and use of Subscription Service is restricted to only users authorized by Customer. Customer shall be responsible for ensuring all such users maintain the security of any passwords, usernames and other forms of authentication to the Subscription Service. A username and password must be uniquely assigned to a specific person and may not be shared by multiple persons at any one time or transferred. “Personal Data” means information identifying a natural person; an identifiable natural person is someone who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, physiological, mental, financial, cultural or social identity.

2. SECURITY PROGRAM; EXCEPTIONS
ServiceNow shall maintain a security program (“Security Program”) that includes industry standard practices designed to protect Customer Data from unauthorized access, use, disclosure, alteration, distribution and destruction. Notwithstanding anything to the contrary in this Agreement, the Security Program apply only to those systems, networks, network devices, facilities and components over which ServiceNow exercises control. The Security Program does not apply to: (i) information shared with ServiceNow that is not Customer Data; (ii) Customer Data in transit over the Internet, Customer’s virtual private network (VPN), or another third party network; (iii) any Customer Data processed by Customer or its users in violation of this Agreement; or (iv) any part of the Subscription Service that is not hosted by ServiceNow.

3. UPGRADES

3.1. UPGRADES. “Upgrades” are ServiceNow’s releases of the Subscription Service for repairs, enhancements or new features applied by ServiceNow to Customer’s instances of the Subscription Service at no additional fee during the Subscription Term. ServiceNow has the discretion to provide new functionality either: (i) as an Upgrade, or (ii) as different software or service for a separate fee. ServiceNow determines whether and when to develop, release and apply any Upgrade to Customer’s instances of the Subscription Service.

3.2. MAINTENANCE. ServiceNow shall use reasonable efforts to give Customer ten (10) days’ notice of any service maintenance to the infrastructure network, hardware or software used by ServiceNow to operate and deliver the Subscription Service if ServiceNow, in its reasonable judgment, believes that such cloud infrastructure maintenance will impact Customer’s use of its production instances of the Subscription Service. ServiceNow will use reasonable efforts to limit the Maintenance Time (as defined below) to no more than two (2) hours per month. Notwithstanding the foregoing, ServiceNow may provide Customer with a shorter or no notice period of service maintenance if necessary, in the reasonable judgment of ServiceNow, to maintain the availability, security, stability or performance of the Subscription Service.

4. SUPPORT
During the Subscription Term, ServiceNow shall use reasonable efforts to resolve Defects in the Subscription Service (“Support”).

A “Defect” means a problem causing the Subscription Service to not conform to the Product Overview. Customer may request Support for a Defect at the online portal https://hi.service-now.com/ or any successor site.

A Defect will be assigned a priority level as follows:

SERVICENOW EXPRESS SUBSCRIPTION SERVICE GU DE
SERVICENOW PROPR ETARY AND CONFIDENTIAL Page 2 (version 10/21//2014) • A Priority Level 1 Defect is any Defect that causes Customer’s instance(s) of the Subscription Service to be not Available (as defined below).
• A Priority Level 2 Defect is any Defect that causes a mission critical function of the Subscription Service to fail. • A Priority Level 3 Defect is any Defect that significantly impedes work or progress. • A Priority Level 4 Defect is any Defect that does not significantly impede work or progress.

Upon notification by Customer of a Defect, ServiceNow shall, in all instances, target an initial response (the “Initial Response”) within the timeframes set forth in the Support Table, as measured from the time that Customer notifies ServiceNow. The initial response from ServiceNow shall include, as applicable and without limitation: (i) ServiceNow’s acknowledgment or notification to Customer of such Defect, and (ii) the classification of such Defect as a Priority Level 1, 2, 3 or 4.

SUPPORT TABLE
Priority Level Target Initial Response
1 30 minutes; at all times
2 2 hours; at all times
3 Within 1 business day
4 Varies
Support does not include: implementation services; configuration services; integration services; customization services or other custom software development; support for modifications of the Subscription Service by any person other than ServiceNow or a person acting at ServiceNow’s direction; training or “how-to”; assistance with administrative functions; professional services; corrections of immaterial Defects or Defects that have a viable workaround; or corrections that will degrade the Subscription Service.

5. SERVICE LEVEL OBJECTIVE

5.1. DEFINITIONS.
(a) “Available” means that the Subscription Service can be accessed by authorized users. (b) “Excused Downtime”: means (i) Maintenance Time of up to two (2) hours per month; and (ii) any time the Subscription Service is not Available due to circumstances beyond ServiceNow’s control, including without limitation modifications of the Subscription Service by any person other than ServiceNow or a person acting at ServiceNow’s direction, a Force Majeure Event, general Internet outages, failure of Customer’s infrastructure or connectivity (including without limitation, direct connectivity and virtual private network (VPN) connectivity to the Subscription Service), computer and telecommunications failures and delays not within ServiceNow’s control, and network intrusions or denial-of-service or other criminal attacks.
(c) “Maintenance Time” means the time the Subscription Service is not Available due to service maintenance.
(d) “Availability Service Level Objective” means the percentage of total time during which Customer’s production instances of the Subscription Service are Available during a calendar month, excluding Excused Downtime.

5.2. AVAILABLITY. ServiceNow shall use reasonable efforts to provide an Availability Service Level Objective of

99.8% over any calendar month. There is no service credit offered for a failure to meet this Availability Service Level Objective.

1 CONFIDENTIAL

SCHEDULE A

TERMS AND CONDITIONS TO

VIRTRU PRO

SUBSCRIPTION AGREEMENT

1. DEFINITIONS
For purposes of this Agreement, the following terms shall have the following meanings:

1.1 “Derivative Work” shall mean a new or
modified work that is based on or derived from a
preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the
copyright in such preexisting work or that uses trade
secrets or other proprietary information with respect to such preexisting work.

1.2 “Materials” shall mean the Virtru Pro
software (including any object code, executable files, or browser plug-ins) or materials related thereto provided by Virtru to Customer hereunder, including, without
limitation, any software downloaded from Virtru’s
website or from the Virtru Pro Services; any related
materials and documentation therefor; and any
modifications, error corrections, bug fixes, new releases, enhanced functionality (including platform integration
features not generally available to non-commercial users of Virtru’s software) or other updates thereto that may be provided hereunder by Virtru to Customer during the
term of this Agreement.

1.3 “Third Party Services” shall mean any
services used in connection with the Materials that are hosted by a party other than Virtru or Licensee.

1.4 “Virtru Pro Services” shall mean the
Virtru hosted services made available by Virtru to
Customer in connection with theMaterials.

2. RIGHTS IN MATERIALS AND TO USE SERVICE

2.1 Grant of Rights. Subject to the terms
and conditions of this Agreement, Virtru (a) hereby grants to Customer a restricted, non-exclusive, nontransferable, nonsublicensable, royalty-free (except as set forth in
Section 2.3), revocable right to use, during the term of this Agreement and in accordance with the
documentation provided by Virtru, the Materials (the
“License”), and (b) Virtru will make the Virtru Pro Services available to Customer pursuant to this Agreement during the term of this Agreement. Except as set forth in this Section 2.1, no other right or license of any kind is granted by Virtru to Customer hereunder with respect to the
Materials or the Virtru Pro Services. Customer
acknowledges and agrees that, unless otherwise agreed in writing between the parties, Customer shall be solely
responsible for procuring and complying with any license or right to use any Third Party Services, including those offered by Customer’s email servicesprovider.

2.2 Restrictions. Customer shall not,
without the prior written consent of Virtru: (a) copy all or any portion of the Materials or Virtru Pro Services;
(b) decompile, disassemble, scrape or otherwise reverse engineer the Materials, Virtru Pro Services or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Materials or used in the Virtru Pro Services or any portion thereof; (c) modify, translate or create any Derivative Works based upon the Materials or Virtru Pro Services;
(d) distribute, disclose, market, rent, lease, assign,
sublicense, pledge or otherwise transfer the Materials, in whole or in part, to any third party or export the Materials outside the United States; (e) remove or alter any
copyright, trademark, trade name or other proprietary
notices, legends, symbols or labels appearing on or in
copies of the Materials or the Virtru Pro Services;
(f) perform, or release the results of, benchmark tests or other comparisons of the Materials or Virtru Pro Services with other programs or services; (g) transfer the Materials to any computer other than a computer owned by
Customer and used by Customer in Customer’s
operations; (h) permit the Materials or Virtru Pro Services to be used for processing the data of any third party;
(i) incorporate the Materials, Virtru Pro Services or any portion thereof into any other program, product or
service, or use the Materials or Virtru Pro Services to provide similar services or functionality to third parties; (j) provide any third party with access to the Virtru Pro
Services other than as expressly permitted herein or by the Terms of Service (as defined below); (k) use the
Materials or Virtru Pro Services for any unlawful or
tortious purpose; or (l) use the Materials or Virtru Pro Services for any purpose other than in accordance with
the terms and conditions of this Agreement or Virtru’s
then-current terms of service (available at
https://www.virtru.com/terms-of-service) (the “Terms of Service”). Customer shall ensure that all Customer end
users of the Virtru Pro Service and Materials comply with

2 CONFIDENTIAL
the terms and conditions of this Agreement. Customer
shall be responsible for compliance with this Agreement by each Customer end user and it shall monitor and
manage all Customer users in connection with this
Agreement.

2.3 Fees; Payment. In consideration of the
Virtru’s provision of the Virtru Pro Services and Materials, Customer shall make payments to Virtru in accordance
with the terms set forth on the cover page of this
Agreement. Sales and use tax, VAT, or GST are
Customer’s sole responsibility, and Customer
acknowledges and agrees that all fees are exclusive of all such taxes.

2.4 Seats; Reporting. Customer shall
initially be permitted to use the Materials and Virtru Pro Services with respect to the number of seats set forth on the cover page of this Agreement (the “Baseline Seat
Count”). Each seat shall be used by one Customer user.

During the term of this Agreement, Customer will report to Virtru the total number of users of the Materials and Virtru Pro Services on an annual basis. Such report will be submitted to [email protected] and shall be due thirty (30) days prior to each anniversary of the date of this
Agreement (each, a “Reporting Date”) based on the
actual number of users as of the date thirty (30) days prior to such Reporting Date (each, a “Seat Count Date”). If the actual number of Customer users as of any Seat Count
Date is higher than the Baseline Seat Count, Customer will pay the “Subscription Fee per Seat” set forth on the cover page of this Agreement (the “Subscription Fee”) for each such additional user for any Renewal Term.

2.5 Adjustment Events. In addition to the
annual reporting required under Section 2.4 above,
Customer shall report to Virtru any increase of ten
percent (10%) or more in the aggregate number of
Customer users in excess of the Baseline Seat Count that occurs between Reporting Dates (an “Adjustment Event”)
and agrees to pay Virtru, within thirty (30) days following any such Adjustment Event, a prorated Subscription Fee
for each such additional user for the remaining portion of the applicable term and for any Renewal Term.

2.6 Seat Count Audit. At any time during
the term of this Agreement, Virtru shall have the right to audit Customer’s usage of the Virtru Pro Services and
Materials (a “Seat Count Audit”). If the actual number of Customer users as of the date of any Seat Count Audit is higher than the Baseline Seat Count, Customer will pay
the “Subscription Fee per Seat” set forth on the cover
page of this Agreement for the remaining portion of the applicable term and for any Renewal Term.

3. SUPPORT
Virtru will provide support to Customer and its end users through Virtru’s generally available online ticketing and support system. Except as expressly provided in Schedule B, which is incorporated herein by reference, in this
Section 3 or as may otherwise be provided under a
written support agreement entered into by Virtru and
Customer, Virtru is under no obligation to support the
Materials or Virtru Pro Services in any way, nor to provide any modification, error correction, bug fix, new release or other update (each an “Update”) to or for the Materials or Virtru Pro Service. In the event Virtru, in its sole discretion, supplies or makes available any Update to
Customer, such Update shall be deemed to be part of the Materials or Virtru Pro Services (as applicable) hereunder and shall be subject to the terms and conditions of this Agreement.

4. PROPRIETARY RIGHTS

4.1 General. As between Virtru and
Customer, Virtru retains all right, title and interest, including, without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Materials,
Virtru Pro Services and any portion thereof, including, without limitation, any copy or Derivative Work of the
Materials, Virtru Pro Services or any portion thereof and any Update thereto. Customer agrees to take any action
reasonably requested by Virtru to evidence, maintain,
enforce or defend the foregoing. Customer shall not take any action to jeopardize, limit or interfere in any manner with Virtru’s ownership of and rights with respect to the Materials, Virtru Pro Services or any Derivative Work or Update. Customer shall have only those rights in or to the Materials, Virtru Pro Services and any Derivative Work or Update granted to it pursuant to this Agreement.

4.2 Feedback. Customer and its authorized
users may provide suggestions, requests,
recommendations and other feedback concerning
Customer’s use of the Materials and Virtru Pro Services (including, without limitation, any errors or difficulties discovered with respect thereto) (the “Feedback”).

Customer agrees that all Feedback shall be the sole

3 CONFIDENTIAL
property of Virtru and Virtru may use such Feedback at its discretion without the consent ofCustomer.

5. PROPRIETARY INFORMATION

5.1 Proprietary Information. Both parties
acknowledge that, in the course of this Agreement each
may obtain confidential or proprietary information of the other party (“Proprietary Information”). “Proprietary
Information” will include, without limitation, (a) the
existence of and terms of this Agreement, (b) trade
secrets, know-how, inventions (whether or not
patentable), techniques, processes, programs (whether in source code or object code form), ideas, algorithms,
formulas, schematics, testing procedures, software design and architecture, computer code, documentation, design
and functional specifications, product requirements,
problem reports, performance information, software
documents, hardware, devices, designs, drawings,
unpublished patent applications, data, plans, strategies and forecasts, and (c) technical, engineering,
manufacturing, product, marketing, servicing, financial, personnel and other information. Virtru’s “Proprietary
Information” will include, without limitation, the
Materials (including all Derivative Works and Updates)
and all confidential information related thereto provided by Virtru to Customer in connection with this Agreement.

Virtru’s Proprietary Information shall, as between
Customer and Virtru, belong solely to Virtru, and
Customer’s Proprietary Information shall, as between
Customer and Virtru, belong solely to Customer.

5.2 Use and Disclosure Restrictions. Each
party agrees (a) to protect the other party’s Proprietary Information from unauthorized dissemination and use; (b) to use the other party’s Proprietary Information only for the performance of this Agreement and the exercise of
any rights under this Agreement; (c) not to disclose any Proprietary Information, or any part or parts thereof, to any of its employees, agents, contractors or any other
individuals except to its employees who are under
confidentiality obligations no less restrictive than the requirements of this Section 5; (d) with respect to
Customer, not to disclose or otherwise provide to any
third party, without the prior written consent of Virtru or as otherwise set forth in a separate written agreement
between the parties hereto entered into after the date
hereof, as applicable, any of Virtru’s Proprietary
Information, materials or any data or other information produced, obtained or created by Customer in connection with Customer’s use of the Materials, including, without limitation, the existence of this Agreement and the
existence and possible applications of the Materials; (e) to undertake whatever action is necessary (or authorize the other party to do so in the name of such party) to prevent or remedy any breach of such party’s confidentiality
obligations herein set forth or any other unauthorized
disclosure of any Proprietary Information by its current or former employees, agents or contractors; and (f) not to remove or destroy any proprietary or confidential legends or markings placed upon or contained within the
Proprietary Information provided to such party by the
other party.

5.3 Exclusions. The foregoing restrictions
on disclosure and use shall not apply with respect to any Proprietary Information that: (a) is or becomes publicly known through no act or omission of the other party; (b) was rightfully known by the receiving party without
confidential or proprietary restriction before receipt from the other party, as evidenced by the receiving party’s
contemporaneous written records; (c) becomes rightfully known to the receiving party without confidential or
proprietary restriction from a source other than the
disclosing party that does not owe a duty of
confidentiality with respect to such Proprietary
Information; or (d) is independently developed without
the use of the Proprietary Information as evidenced by
the receiving party’s written records. In addition, a party may use or disclose Proprietary Information to the extent (i) approved in writing by the other party and (ii) a party is legally compelled to disclose such Proprietary
Information, provided, however, that prior to any such
compelled disclosure, such party shall cooperate fullywith the other party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Proprietary
Information. Further, each party may disclose the terms and conditions of this Agreement: (A) in confidence, to legal counsel; (B) in confidence, to accountants, banks, and financing sources and their advisors; and (C) in
connection with the enforcement of this Agreement or
any rights hereunder.

5.4 Equitable Relief. Each party agrees
that, due to the unique nature of the other party’s
Proprietary Information, the unauthorized disclosure or use of the other party’s Proprietary Information or any other breach of any provision of this Section 5 will cause irreparable harm and significant injury to the other party, the extent of which will be difficult to ascertain and for which there will be no adequate remedy at law.

Accordingly, each party agrees that the other party, in addition to any other available remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Section 6 without the necessity of posting any bond or
other security. Each party shall notify the other party in writing immediately upon becoming aware of any such
breach or threatened breach.

CONFIDENTIAL
4 6. NO WARRANTY

THE MATERIALS AND VIRTRU PRO SERVICES ARE
PROVIDED “AS IS” AND VIRTRU DISCLAIMS ALL

WARRANTIES AND REPRESENTATIONS, WHETHER

EXPRESS OR IMPLIED, RELATING TO THE MATERIALS AND

VIRTRU PRO SERVICES, INCLUDING, WITHOUT

LIMITATION, ANY WARRANTIES OF DESIGN,

MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, TITLE OR NONINFRINGEMENT OF THIRD PARTY

RIGHTS, OR WARRANTIES ARISING FROM A COURSE OF

DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE
PRACTICE. VIRTRU DOES NOT GUARANTEE THE ACCURACY

OF THE INFORMATION INCLUDED IN, TRANSMITTED

THROUGH OR MADE AVAILABLE BY THE MATERIALS OR

VIRTRU PRO SERVICES, WHICH MAY INCLUDE
INACCURACIES OR ERRORS. VIRTRU DOES NOT

GUARANTEE THAT THE MATERIALS OR VIRTRU PRO

SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,

THAT BUGS OR MALFUNCTIONS WILL BE CORRECTED OR

THAT THE MATERIALS, VIRTRU PRO SERVICES OR
VIRTRU’S SERVERS ARE FREE OF HARMFUL COMPONENTS.

VIRTRU DOES NOT GUARANTEE THAT THE MATERIALS OR

VIRTRU PRO SERVICES ARE ACCURATE, WITHOUT ERROR
OR RELIABLE.

7. VIRTRU’S ENTIRE LIABILITY

TO THE EXTENT ALLOWED BY APPLICABLE LAW AND

NOTWITHSTANDING ANY FAILURE OF ESSENTIAL

PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF
LIABILITY: (a) IN NO EVENT SHALL VIRTRU OR ITS

SUPPLIERS BE LIABLE FOR ANY DAMAGES FOR LOSS OF

PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,

INADVERTENT DISCLOSURE OF DATA, OR INTERRUPTION

OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL,

INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND

OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING

TO THIS AGREEMENT OR THE SUBJECT HEREOF, EVEN IF

VIRTRU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES, HOWEVER CAUSED, AND
(b) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
TO THE CONTRARY, VIRTRU’S ENTIRE LIABILITY ARISING

FROM OR RELATING TO THIS AGREEMENT OR THE

SUBJECT HEREOF, UNDER ANY LEGAL THEORY (WHETHER

IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), IF ANY,
SHALL NOT EXCEED ONE THOUSAND DOLLARS (US$1,000).

8. INDEMNIFICATION
Customer shall defend, indemnify and hold Virtru
harmless against any loss, liability, damage or cost
(including reasonable attorneys’ fees) in connection with claims, actions, demands, suits, or proceedings made or brought against Virtru by a third party alleging (a) that any modification or addition to the Materials or Virtru Pro Services made by or for Customer (other than by Virtru) infringes a copyright, mask work right, trade secret,
trademark right or patent of the third party; (b) in
combination with any other product or service not
provided, specified or recommended in writing by Virtru for use with the Materials or Virtru Pro Services; or (b) with respect to the development, manufacture,
marketing, sales, distribution or use of any of the
Materials or Virtru Pro Services, including, without
limitation, a product liability claim or a claim for breach of any warranty or support obligations. In connection with a claim under this Section 9, Virtru shall: (i) provide
Customer with prompt notice of the claim; (ii) permit
Customer to control the defense and any settlement of
the claim (provided that Customer may not settle any
claim unless such settlement unconditionally releases
Virtru of all liability in connection with such claim); and (iii) provide cooperation as reasonably requested by
Customer (at Customer’s expense).

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence
on the Effective Date and, unless sooner terminated
pursuant to the terms hereof, shall continue in full force and effect for one (1) year (the “Initial Term”).

Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless either party provides the other party with written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term. The automatic renewal of this Agreement will be for the Baseline Seat Count, as adjusted pursuant to Sections 2.4, 2.5 and/or

2.6, on the same payment terms as set forth on the cover page of this Agreement.

9.2 Termination. Either party may
terminate this Agreement immediately upon written
notice to the other party if the other party fails to perform any of its duties or obligations hereunder and, except with respect to Customer’s breach of Section 2.1 or 2.2, which breach shall not be subject to any cure period, fails to cure such default within thirty (30) days following receipt of written notice from the non-defaulting party specifying the occurrence or existence of the default. Customer
shall notify Virtru within twenty-four (24) hours of
Customer becoming aware of any breach (other than by
Virtru) of the terms and conditions of this Agreement,
including, without limitation, Sections 2 and 5.

9.3 Effect of Termination. Upon the
expiration or termination of this Agreement, the rights granted to Customer hereunder shall terminate, Customer will cease all use of the Materials, return to Virtru or destroy the Materials in its possession, and, upon Virtru’s request, so certify such actions to Virtru. Any costs

CONFIDENTIAL
5 incurred in returning or destroying the Materials upon termination shall be borne by Customer. The provisions
of Sections 2.2, 4.2, 5, 6, 7, 8, 9.3, and 10 shall survive the expiration or any termination of this Agreement.

Termination of this Agreement by either party shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party from any liability for breach of such party’s obligations under this Agreement.

Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this
Agreement by a party shall be without prejudice to any
other right or remedy of such party under this Agreement or applicable law.

10. GENERAL PROVISIONS

10.1 Notices. Any notice, request, demand
or other communication required or permitted hereunder
shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (a) when delivered personally; (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) business days after deposit with a private industry express courier, with written
confirmation of receipt. All notices shall be sent to the address set forth on the cover page of this Agreement and to the notice of the person executing this Agreement (or to such other address as may be designated by a party by giving written notice to the other party pursuant to this Section 10.1).

10.2 Assignment. This Agreement may not
be assigned, in whole or part, whether voluntarily, by
operation of law or otherwise, by Customer without the
prior written consent of Virtru. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind, and inure to the benefit of, their respective assignees and successors and is binding on the parties and their successors and assigns. Any attempted assignment
other than in accordance with this Section 10.2 shall be null and void.

10.3 Governing Law, Jurisdiction and Venue.

This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of
Virginia (but expressly excluding the Uniform Computer
Information Transactions Act (“UCITA”) as enacted in
Virginia) without giving effect to any choice of law rule that would cause the application of the laws of any
jurisdiction other than the internal laws of the
Commonwealth of Virginia (excluding UCITA) to the rights and duties of the parties. Any legal suit, action or
proceeding arising out of or relating to this Agreement shall be commenced in a federal court in the Eastern
District of Virginia or in state courts with jurisdiction over Fairfax County, Virginia, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any
such court in any such suit, action or proceeding.

10.4 Attorneys’ Fees. If any legal action,
including, without limitation, an action for arbitration or injunctive relief, is brought relating to this Agreement or the breach hereof, the prevailing party in any final
judgment or arbitration award, or the non-dismissing
party in the event of a dismissal without prejudice, shall be entitled to the full amount of all reasonable expenses, including all court costs, arbitration fees and actual
attorneys’ fees paid or incurred in good faith.

10.5 Waiver. The waiver by either party of a
breach of or a default under any provision of this
Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor
shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or
remedy.

10.6 Severability. If the application of any
provision of this Agreement to any particular facts or
circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent
jurisdiction, then (a) the validity and enforceability ofsuch provision as applied to any other particular facts or
circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired
thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.

10.7 Relationship of the Parties. Nothing
contained in this Agreement shall be deemed or
construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the
parties. Neither party nor its agents have any authority of any kind to bind the other party in any respect
whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent
contractors.

10.8 Restricted Rights. If Customer is an
agency or instrumentality of the United States
Government, the Materials are “commercial computer
software” and “commercial computer software
documentation,” and, pursuant to FAR 12.212 or DFARS
227.7202, and their successors, as applicable, use
reproduction and disclosure of the Materials are governed by the terms of this Agreement.

CONFIDENTIAL
6 10.9 Reference. Customer agrees to serve as
a “reference customer” that may be disclosed by Virtru to third parties (including by displaying Customer’s name, logo and/or a link to Customer’s web site on Virtru’s web site) and, upon reasonable notice from Virtru, shall serve as a reference to potential customers, vendors, investors, or other third parties designated by Virtru; provided,
however, that Virtru shall provide Customer with
reasonable prior notice of its need to have Customer
serve as a reference.

10.10 Entire Agreement. This Agreement, any
Schedules and any Exhibits attached hereto and
incorporated herein by reference, and the Terms of
Service constitute the entire agreement between the
parties concerning the subject matter hereof and
supersede all prior or contemporaneous representations, discussions, proposals, negotiations, conditions,
agreements and communications, whether oral or
written, between the parties relating to the subject
matter of this Agreement and all past courses of dealing or industry custom. No amendment or modification of
any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of each of Virtru and Customer.

10.11 Counterparts and Electronic Signatures.

The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which
together constitute one and the same agreement. This
Agreement may be delivered electronically or by facsimile transmission, and the parties hereby agree that any
electronic or facsimile signatures hereto are legal, valid and enforceable as originals.

CONFIDENTIAL

SCHEDULEB

MAINTENANCE AND SUPPORT SERVICES SCHEDULE

1. DEFINITIONS
For purposes of this Schedule, the following term shall have the following meaning:
(a) “Support Services” means the delivery of front-end support to Customer’s end users by telephone, email or other methods and the training of Customer’s end users, in each case relating to the use of the Materials and Virtru Pro Services.

2. SUPPORT SERVICES.

Virtru will be responsible for providing Customer’s end users with Support Services. Virtru will not be required to provide the Support Services if Customer has failed to pay any amount payable to Virtru under this Agreement and such amount is more than thirty (30) daysoverdue.

3. UPDATES.

Virtru will provide Customer with one copy of each Update made generally available by Virtru to its customersthat pay for customer support and maintenance during the term of thisAgreement.

4. SUPPORT HOURS.

Virtru will provide the Support Services during Virtru’s normal business hours, Monday to Friday, except holidays.

Virtru will respond to Customer support inquiries or requests within one business day.

vCloud Air (U.S. and Japan Data Centers)

TERMS OF SERVICE
Last updated: November 5, 2014
VMware vCloud Air is an infrastructure as a service offering. By accessing any service offered through VMware vCloud Air (the “ Service Offering”) you agree to be bound by these terms of service between you and VMware (“ Agreement”). If you do not agree to this Agreement, you must not access the Service Offering. An individual accepting this Agreement on behalf of anorganization represents and warrants having legal authority to bind that organization. “ You” means the entity accepting this Agreement. “ VMware,” “ we,” or “ us” means VMware, Inc., a Delaware corporation, to the extent that you are purchasing the Service Offering in the United States, VMware vCloud Service G.K., a company organized and existing under the laws of Japan, to the extent that youare purchasing the Service Offering in Japan, and VMware International Limited, a companyorganized and existing under the laws of Ireland, to the extent that you are purchasing the Service Offering elsewhere. Capitalized terms used in this Agreement are defined throughout this Agreement and in Section 14.

EVALUATION PROGRAM USE. When you access the Service Offering under aVMware evaluation program, you may use the Service Offering only for non-productioncomputing activity. Notwithstanding any other provision in this Agreement, under a VMwareevaluation program, we provide the Service Offering “AS-IS” without indemnification, supportor warranty of any kind, expressed or implied, and we will not be liable for any damages. Upon termination of the evaluation, you will no longer have access to the Service Offering andYour Content.

1. The Service Offering.

1.1 Generally. This Agreement governs your access and use of the Service Offering. We may deliver the Service Offering to you with the assistance of our affiliates, licensors and providers.

Service Level Agreements may apply to the Service Offering. You will comply with all laws, rulesand regulations applicable to your use of the Service Offering, and with the Third Party Terms,the Service Description, the Privacy Addendum, and the Support Policy, all of which are incorporated herein by reference.

1.2 Access to the Service Offering. You may access and use the Service Offering solely foryour own benefit and only in accordance with this Agreement. To access the Service Offering, you must register for the Service Offering and set up an authorized account with Login Credentials. You may monitor and manage your Service Offering account via the My VMware Portal availableat www.vmware.com/accounts and through the Service Offering Portal available at http://vcloud.vmware.com. You must keep confidential your Login Credentials. If you set up an authorized account for an organization, you will require that all authorized users of that account (including anyone providing services to you) keep confidential their Login Credentials. You will keep your registration information accurate, complete and current as long as you use the ServiceOffering.

You are responsible for any use that occurs under your Login Credentials, including any activities by you, or your employees, contractors or agents. If you believe an unauthorized user has gained access to your Login Credentials, you will notify us as soon as possible. Neither we nor ouraffiliates are responsible for any unauthorized access to or use of your account.

1.3 Verifying; Cooperation. We have the right to verify your compliance with this Agreement. Ifwe

seek to verify that compliance, you will provide information or other materials reasonablyrequested by us to assist the verification. We monitor the overall performance and stability of the infrastructure of the Service Offering. You may not block or interfere with that monitoring. If we reasonablybelieve a problem with the Service Offering may be attributable to Your Content or your use of theService Offering, you will cooperate with us to identify and resolve the source of that problem.

1.4 Additional Terms; Third Party Content. As part of your use of the Service Offering, youmay receive access to additional data, content, software or applications subject to separate terms. If so, those separate terms will prevail over this Agreement as to your use of that data, content, software or applications. Third Party Content is available “AS IS” without indemnification or support, andwe disclaim all express and implied warranties (including warranties of merchantability, fitness for a particular purpose, and non-infringement). You are responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Content. Those terms will be available to you through a notification within the Service Offering or ina document available at https://www.vmware.com/files/pdf/support/vmware-vcloud-air-third-partyterms.pdf. It is your responsibility to check the Third Party Terms, which may be modified from time to time. We may provide billing and related services associated with the Third Party Content. Wewill not provide any support for the Third Party Content unless otherwise noted in the Third PartyTerms.

We reserve the right to suspend or terminate the Third Party Content at any time, but we willuse commercially reasonable efforts to provide reasonable notice of that suspension ortermination.

1.5 Early Evaluation/Beta Features. We may identify and make available on an early evaluationor beta basis certain features or functionality within the Service Offering. You must use these features or functionality only for evaluation purposes and for the period that we specify. We providethese features and functions “AS-IS,” without indemnification or support and disclaim all express and implied warranties (including warranties of merchantability, fitness for a particular purpose, and noninfringement). Any early evaluation or beta features or functionality do not constitute animplied commitment to offer to you or anyone these features and functionality as part of the ServiceOffering on a generally available basis.

1.6 Open Source Software. You may receive open source software when you use theService Offering and any open source software distributed to you is made available under the applicable open source license, which can be found at: http://www.vmware.com/download/open_source.html.

You may obtain a copy of these licenses and any source code (and modifications) that we are required to make available under these licenses (the “ Source Files”) at http://www.vmware.com/download/open_source.html or by sending a written request, with your name and address to: VMware, Inc., 3401 Hillview Avenue, Palo Alto, CA 94304, United Statesof America. All written requests must clearly specify: Open Source Files Request, Attention:General Counsel. This offer to obtain a copy of the Source Files is valid for three years from the date youlast received open source software as part of the Service Offering or last accessed the ServiceOffering.

2. Data Protection and Security.

2.1 Data Protection. We will process personal data contained in Your Content as set forth inthe Privacy Addendum.

2.2 Your Content and Security. You are solely responsible for Your Content. You are responsible for protecting the security of Your Content, including any access you might provide to Your Content by your employees, customers or other third parties, and in transit to and from the ServiceOffering.

The Service Offering provides you with certain software and functionality to help you protectYour Content from unauthorized access. You will take and maintain appropriate security, protectionand backup of Your Content, which might include the use of encryption technology to protectYour Content from unauthorized access. You are responsible for providing any necessary notices toyour

users and obtaining any legally-required consents from your users concerning their use of the Service Offering. You are solely responsible for complying with any laws or regulations that might apply to Your Content. You are responsible for any losses or other consequences arising from your failure to encrypt or back up Your Content.

3. Acceptable Use.

3.1 General Restrictions. You and those accessing the Service Offering through you may not:(a) resell or sublicense the Service Offering; or (b) use or access the Service Offering: (i) in a way prohibited by law, regulation, governmental order or decree; (ii) to violate any rights of others; (iii)to try to gain unauthorized access to, test the vulnerability of, or disrupt the Service Offering or any other service, device, data, account or network; (iv) to spam or distribute malware; (v) in a way that could harm the Service Offering or impair anyone else’s use of it; (vi) in a way intended towork around the Service Offering’s technical limitations, recurring fees or usage limits; or (vii) in any application or situation where failure of the Service Offering could lead to the death or seriousbodily injury of any person, or to severe physical or environmental damage. You must ensure that your users comply with the terms of this Agreement, and you agree that if you become aware of any violation by one of your users, you will terminate that user’s access to Your Content immediately.If we have reason to believe that you or your users have breached this Agreement, we or our designated representative may review your use of the Service Offering, including your account,Your Content, and your records, to verify your compliance with this Agreement.

3.2 Content Restrictions. You will take steps to ensure that those accessing any service you provide with the Service Offering do not post content that: (a) may create a risk of harm,loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical ormental illness to anyone; (b) may create a risk of any other loss or damage to any person or property;(c) may constitute or contribute to a crime or tort; (d) contains any information or content that isillegal, unlawful, harmful, abusive, pornographic, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publiclyor otherwise), libelous, threatening, or otherwise objectionable; or (e) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You are solely responsible for any software, product or service that a third party licenses, sells or makes available to you that you install or use with the Service Offering.Your use of that software, product or service is governed by separate terms between you and that third party. We are not a party to and are not bound by any of those separate terms. You representand warrant that Your Content does not and will not violate any third-party rights, including any Intellectual Property Rights, and rights of publicity and privacy. You will ensure that your use ofthe Service Offering complies at all times with your privacy policies and all applicable laws and regulations, including any encryption requirements.

3.3 Violations of Acceptable Use. If you become aware that any of Your Content or youruser’s use of Your Content violates Section 3.1 or 3.2, you will take immediate action to remove the applicable part of Your Content or suspend the end user’s access. If you fail to do so, we mayask you to do so. If you fail to comply with our request within twenty-four hours, we may suspendyour account or disable access to Your Content until you comply with ourrequest.

3.4 Notification of Infringement Concerns. If you believe that your copyrighted work has been copied and is accessible on our Service Offering in a way that constitutes copyright infringement, please send a notice to us as further detailed in Section 8 of the Community Terms of Use available at http://www.vmware.com/community_terms.html.

4. IP Ownership.

4.1 Ownership of Service Offering. We and our licensors own and retain all right, title andinterest in and to the Service Offering and any related VMware Software, including all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. This includes any information that we collect and analyze in connection with theService Offering, such as usage patterns, user feedback and other information to improve and evolve our software products and services offerings. Your rights to use the Service Offering are limited to those expressly granted in this Agreement. No other rights with respect to the Service Offering, any related VMware Software, or any related Intellectual Property Rights are implied.

4.2 Ownership of Your Content.You and your authorized users retain all right, title and interestin and to Your Content and all Intellectual Property Rights therein. Our rights to access and useYour Content are limited to those expressly granted in this Agreement. No other rights with respectto Your Content or any related Intellectual Property Rights are implied.

4.3. Feedback.We will be free to use for any purpose any feedback (such as comments or suggestions) that you provide to us regarding the Service Offering. You hereby grant to us a nonexclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to sublicense, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise exploit the feedback without restriction in any manner now known or inthe future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates the feedback.

5. Order, Delivery, Payment, and Taxes.

5.1 Generally.Sections 5.3 (Direct Orders), 5.4 (Delivery), 5.5 (Invoicing and Payment Terms) and

5.6 (Taxes) apply only to orders you place directly with, and the Service Offering you purchase directly from, VMware. When ordering through, or purchasing the Service Offering from, aVMware authorized reseller, the authorized reseller might specify similar terms.

5.2 Orders.All Orders issued to VMware are subject to the terms of this Agreement and are not binding until accepted by VMware. We are not required to provide any Service Offering to youuntil you provide all information we require for processing your Order.

5.3 Direct Orders.For orders placed directly with VMware, you must issue a purchase orderto VMware for the initial Service Offering order, but a purchase order is not required for themonthly billings that occur after the initial Order billing. For subsequent billings, all fees (including subscription renewals, metered usage components, and other add-ons) will be paid in accordance with this Agreement. Your Order will be deemed accepted when we authorize the purchasedService Offering for your Login Credentials.

5.4 Delivery.When VMware accepts your Order for the Service Offering, we will deliverthe corresponding Login Credentials to you by email to the address associated with your account. If VMware ships a physical object in connection with an add-on feature of the Service Offering, shipping and delivery terms are Ex Works VMware’s regional fulfillment facility (INCOTERMS2010).

5.5 Invoicing and Payment Terms. You will pay all fees for use of the Service Offering inthe amount and currency specified in your invoice, within 30 days after the date of the invoice, and regardless of your usage level during a billing period. You will also be responsible for all additional fees for any subscription renewals and metered usage components consumed, and other subscriptions, features, products, services or add-ons that you purchase within the Service Offering.

You will be billed in advance for the monthly or prepaid charges due to the subscription services purchased. Any metered usage components and any initial monthly fees will be billed in arrears.The applicable fees for subscriptions (including renewals), features and other available products and

services will be governed by the then-current applicable price list at the time the initial, renewal,or add-on order is submitted, or as otherwise agreed. We may increase or add new fees for theService Offering by notifying you at least 30 days in advance.

5.6 Taxes.Service Offering fees are exclusive of taxes, and you shall pay or reimburse for all taxes arising out of transactions contemplated by this Agreement. If you are required to pay or withhold any tax for payments due under this Agreement, you shall gross your payments to us so wereceive sums due in full and free of any deductions. You will provide documentation to us showing that taxes have been paid to the relevant taxing authority. “ Taxes” means any sales, VAT, use, gross receipts, business and occupation, and other taxes (other than taxes on our income), export and import fees, customs duties and similar charges imposed by any government or other authority. You hereby confirm that we can rely on the name and address you provide to us when you agree to theService Offering or in connection with your payment method as being the place of supply for sales taxand income tax purposes or as being the place of supply for VAT purposes where you have established your business.

6. Temporary Suspension.

6.1 Generally.Upon prior written notice to you, we may suspend your use of the Service Offeringif we reasonably determine: (a) payment for the Service Offering is not received within 30 days from the date on which payment is due; (b) you or your use of the Service Offering is in breach of this Agreement; (c) you fail to address our request to take action as specified in Section 3.3; (d) your use of the Service Offering poses a security risk to the Service Offering or other users of theService Offering; or (e) suspension is required pursuant to our receipt of a subpoena, court order, or other request by a law enforcement agency.

6.2 Effect of Suspension.You will remain responsible for all fees incurred before or during the suspension. You will not be entitled to any service credits under the Service Level Agreement that you might have otherwise accrued during the period of suspension.

7. Term and Termination.

7.1 Term of Agreement.This Agreement will be in effect through the Subscription Term, plus any renewals, unless terminated earlier as permitted under this Agreement or the Service Description.

Upon the completion of the Subscription Term, the subscription will automatically renew asspecified in the Service Description, unless terminated as permitted under the Service Description.

7.2 Termination for Cause. We may terminate this Agreement effective immediately uponsending you an email notice if: (a) you breach any provision in Sections 3.1 or 3.2; (b) you do not resolve the underlying cause resulting in a suspension of your account pursuant to Section 6.1 (otherthan suspension due to a subpoena, court order, or other request by a law enforcement agency) within 10 days after your account is suspended; or (c) you commit a material breach that cannot be cured.

7.3 Termination for Insolvency. We may terminate this Agreement effective immediatelyupon sending you an email notice if you: (a) terminate or suspend your business; (b) become insolvent, admit in writing your inability to pay your debts as they mature, make an assignment for thebenefit of creditors; or (c) become subject to control of a trustee, receiver or similar authority or any bankruptcy or insolvency proceeding.

7.4 Effect of Termination. Upon the termination of this Agreement for any reason: (a) allrights granted to you under this Agreement, including your ability to access the Service Offering,will immediately terminate; and (b) you must promptly discontinue all use of the Service Offering and delete or destroy any of our Confidential Information. We will retain Your Content for a period of30

days following the effective date of the termination, although you will cease to have access to the Service Offering or Your Content during this period. After the 30 days, Your Content will bedeleted.

Sections 1.6 (Open Source Software), 3 (Acceptable Use) 4 (IP Ownership), 5 (Order,Delivery, Payment and Taxes), 7 (Term and Termination), 9 (Disclaimer), 11 (Limitation of Liability),12 (Confidential Information), 13 (General), and 14 (Definitions), will survive the termination of this Agreement. Termination of the Service Offering (except to the extent that the termination is permitted under Section 13.3 of this Agreement or Section 3.6 of the Service Description) willnot entitle you to any refunds, credits, or exchanges, and you will be liable for all monthly billing fees for the remainder of the Subscription Term after termination, as well as all usage and otherfees incurred up to the termination date.

8. Support and Subscription Services. When applicable, and subject to the terms of this Agreement, we will provide to you support for the Service Offering in accordance with theterms specified in the Support Policy. We will not provide support to any end users of YourContent.

9. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ANDOUR

LICENSORS AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHEREXPRESS,

IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY

AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY

WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE

REGARDING OR RELATING TO THE SERVICE OFFERING OR ANY MATERIALS ORSERVICES FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. WE AND OURLICENSORS

AND SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICE OFFERING WILLBE

UNINTERRUPTED OR FREE FROM DEFECTS, OR THAT THE SERVICE OFFERING WILL MEET (OR IS DESIGNED TO MEET) YOUR BUSINESS REQUIREMENTS.

10. Indemnification.

10.1 Indemnification by Customer. You will defend and indemnify us against any third party claim arising from or relating to: (a) Your Content; (b) any infringement or misappropriation of any Intellectual Property Rights by you, your customers, your end users or your suppliers; (c) violationof law by you; (d) your use of the Service Offering (including any activities under your account and any use by your employees, personnel or end users) in violation of this Agreement, or (e) your use of any Third Party Content. We will (a) provide you with notice of the claim within a reasonable period of time after learning of the claim; and (b) reasonably cooperate in response to your requests for assistance. You may not settle or compromise any indemnified claim without our priorwritten consent.

10.2 Defense and Indemnification. Subject to the remainder of this Section 10, we will defendyou against an Infringement Claim and indemnify you from the resulting costs and damages finally awarded against you to that third party by a court of competent jurisdiction or agreed to in settlement. You will (a) provide us with notice of any Infringement Claim within a reasonable period of time after learning of it; (b) allow us sole control over the claim’s defense and settlement; and(c) reasonably cooperate in response to our requests for assistance. You may not settle or compromise any Infringement Claim without our prior written consent.

10.3 Remedies. If the Service Offering becomes, or in our opinion is likely to become, the subjectof an Infringement Claim, we will at our option and expense either: (a) procure the rights necessary for you to keep using the Service Offering; (b) modify or replace the Service Offering to make itnoninfringing; or (c) terminate this Agreement and refund any pre-paid fees for the Service Offeringprorated for its remaining Subscription Term.

10.4 Exclusions. We will have no obligation under this Section 10 or otherwise with respect toany

claim based on: (a) a combination of VMware Software with non-VMware products or content, including Your Content; (b) use of the Service Offering for a purpose or in a manner not specified in this Agreement or the Service Description; (c) any modification to the Service Offering madewithout our express written approval; or (d) any Service Offering provided on a no charge basis.This Section 10 states your exclusive remedy for any infringement actions or claims.

11. Limitation of Liability.

11.1 Generally. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WEOR

OUR LICENSORS OR SERVICE PROVIDERS BE LIABLE FOR ANY LOST PROFITS OR

BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF

REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY

INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORYOF

LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY,OR OTHERWISE. IN ADDITION, OUR AND OUR LICENSORS’ AND SERVICE PROVIDERS’

LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OFWHETHER

THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE,EXCEED THE GREATER OF: (A) THE AGGREGATE FEES PAID OR PAYABLE TO US FOR YOUR ACCESS TO AND USE OF THE SERVICE OFFERING IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM, OR (B) $5,000 USD (OR THE EQUIVALENTIN LOCAL CURRENCY). REGARDLESS OF WHETHER WE OR OUR LICENSORS ORSERVICE

PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY IN THIS SECTION 11.1 WILL NOT APPLY TO (A)VMWARE’S

INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR (B) ANY LIABILITYWHICH MAY NOT BE EXCLUDED BY APPLICABLE LAW.

11.2 Further Limitations.Our licensors and service providers will have no liability of any kindunder this Agreement. You may not bring a claim under this Agreement more than eighteen (18)months after the cause of action arises.

12. Confidential Information.

12.1 Protection. A party may use Confidential Information of the other party solely to exerciseits rights and perform its obligations under this Agreement or as otherwise permitted underthis Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty ofconfidentiality no less restrictive than each party’s duty hereunder. Each party will use reasonable care toprotect the confidentiality of the other party’s Confidential Information.

12.2 Exceptions. The recipient’s obligations under Section 12.1 with respect to anyConfidential Information will terminate if the recipient can show by written records that the information: (a)was already known to the recipient at the time of disclosure by the other party; (b) was disclosed tothe recipient by a third party who had the right to make the disclosure without anyconfidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to thepublic; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extentthe disclosure is required by law or regulation. The recipient will provide the other party notice,when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.

13. General.

13.1 Assignment.You may not assign or transfer this Agreement, in whole or in part, by operationof law or otherwise, without our prior written consent. Any attempted assignment or transfer without that consent will be void. Subject to these limits, this Agreement will bind and inure to the benefitof the parties and their respective successors and assigns.

13.2 Notices. Any notice delivered by us to you under this Agreement will be delivered by emailto the email address associated with your account or by posting on either the Service Offering Portal or the My VMware Portal, except as otherwise set forth in this Agreement. Please direct legal noticesor other correspondence to VMware, Inc., 3401 Hillview Avenue, Palo Alto, California 94304, United States of America, Attention: Legal Department.

13.3 Modifications.We may change periodically the Service Offering, the terms of your access to the Service Offering, this Agreement, the Service Description, the Privacy Addendum, the Third Party Terms, the Service Level Agreement, or the Support Policy. It is your responsibility toregularly check the Service Offering console and the My VMware portal for updates. We will notify you of any material, detrimental change to this Agreement, the Service Description, the Privacy Addendum,the Service Level Agreement, or the Support Policy. The modified Agreement, Service Description, Privacy Addendum, Service Level Agreement, or Support Policy, as applicable, will becomeeffective as of the date stated in that notification. If we make a material, detrimental change to theService Offering (other than the termination or modification of any beta feature or functionality),this Agreement, the Service Description, the Privacy Addendum, the Service Level Agreement, orthe Support Policy, then you may terminate this Agreement within 30 days of the change to theService Offering or within 30 days of the notification. In that event, the termination will be effective as of the date we receive your notification, unless you state an effective date in your notification that iswithin 45 days after we receive your notification. In the event of that termination, we will refund anyprepaid fees, pro-rated for the remainder of your Subscription Term, and less any discounts that wouldthen not be earned. Your continued use of the Service Offering after the effective date of anymodification to the Agreement, the Service Description, the Privacy Addendum, the Third Party Terms, the Service Level Agreement, or the Support Policy will be deemed acceptance of the modified terms,as applicable.

13.4 Waiver. The waiver of a breach of any provision of this Agreement will not constitute a waiver of any other provision or any later breach.

13.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable,the provision will be enforced to the maximum extent permissible so as to effect the intent of theparties, and the remaining provisions of this Agreement will remain in force.

13.6 Compliance with Laws; Export Control. Each party will comply with all laws applicable tothe actions contemplated by this Agreement. You acknowledge that the Service Offering is of United States origin, is provided subject to the U.S. Export Administration Regulations (including “deemed export” and “deemed re-export” regulations), and may be subject to the export control laws of the applicable territory. You represent and warrant that (a) you are not, and are not acting on behalf of, (1) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (2) any person orentity listed on the U.S. Treasury Department list of Specially Designated Nationals and BlockedPersons, or the U.S. Commerce Department Denied Persons List or Entity List; (b) you will not permit the Service Offering to be used for any purposes prohibited by law, including any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons; (c) Your Content will not be classified or listed on the United States Munitions list, contain defense articles, defense services or contain ITAR-related data; (d) Your Content will not require an export license and is not restricted from export to any VMware global resource or personnel under applicable export control laws; and (e) you are not subject, either directly or indirectly, to anyorder

issued by any agency of the United States government, revoking or denying, in whole or in part, your United States export privileges. You will notify VMware immediately if you become subject to any such order.

13.7 Government Regulations.For purposes of sales to government entities in the U.S.:The Service Offering and its documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFARS Section227.7202 and FAR Paragraph 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Service Offering and documentation by or on behalf of the U.S. Government will be governed solely by the terms and conditions of thisAgreement.

13.8 Force Majeure. We will not be liable for any delay or failure to perform any obligationsunder this Agreement due to any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.

13.9 Construction. The headings of sections of this Agreement are for convenience and are notfor use in interpreting this Agreement. As used in this Agreement, the word ‘including’ means “including but not limited to.”

13.10 Governing Law. This Agreement is governed by the laws of the State of California,United States of America (excluding its conflict of law rules), except as follows: To the extent that you choose a Japan data center Service Offering, then this Agreement is governed by the laws of Japan (excluding its conflict of law rules). The United Nations Convention for the International Sale of Goods does not apply.

13.11 Third Party Rights. Other than as expressly set out in this Agreement, this Agreement does not create any rights for any person who is not a party to it, and no person who is not a party to this Agreement may enforce any of its terms or rely on any exclusion or limitation contained init.

13.12 Order of Precedence. The terms of this Agreement will supersede and control over any conflicting or additional terms and conditions of any other purchasing related document issued by you.

13.13 Entire Agreement. This Agreement, as may be revised by us, is the entire agreement ofthe parties regarding its subject matter. This Agreement supersedes all prior or contemporaneous communications, understandings and agreements, whether written or oral, between the parties regarding its subject matter.

14. Definitions.

14.1 “Confidential Information” means non-public technical, business or other information or materials disclosed or otherwise made available by one party that are in tangible form andlabeled “confidential” or the like, or, information which is provided under circumstances reasonablyindicating their confidentiality. Our Confidential Information includes: (1) Login Credentials; and (2) any information or materials relating to the Service Offering.

14.2 “Infringement Claim” means any third party claim that any VMware Software used toprovide the Service Offering infringes any patent, trademark or copyright of the third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of your actions) under the laws of: (a) the United States; (b) Canada; (c) the European Economic Area;(d) Australia; (e) New Zealand; (f) Japan; or (g) the People’s Republic of China, to the extent thatthose

countries are part of your places of use of the Service Offering.

14.3 “Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, and moralrights, whether registered or unregistered.

14.4 “Login Credentials”mean any passwords, authentication keys or security credentials that enable your access to and management of the Service Offering.

14.5 “Order” means the internet order page, order document, purchase order, or purchase agreement issued to VMware that specifies your purchase of the Service Offering.

14.6 “Privacy Addendum” means the then-current version of the Service Offering DataPrivacy Addendum document available at http://vcloud.vmware.com/legal, which we may modify from timeto time.

14.7 “Service Description” means the then-current Service Offering Service Descriptiondocument available at https://www.vmware.com/files/pdf/vcloud-air/vcloud-air-Service-Description.pdf, which contains technical and other information and which we may modify from time to time.

14.8 “Service Level Agreement” means the then-current Service Level Agreement document available at https://www.vmware.com/support/vcloud-air/sla.html, which we may modify from timeto time.

14.9 “Subscription Term” means the time period of your access to the Service Offering,as specified by your Order.

14.10 “Support Policy” means the then-current version of the Service Offering SupportPolicy document available at http://www.vmware.com/support/services/iaas-production.html, which wemay modify from time to time.

14.11 “Third Party Content” means third party data, service, content, software orapplications, including open source software.

14.12 “Third Party Terms” means the then-current version of the third party license terms applicable to the Service Offering that are available at https://www.vmware.com/files/pdf/support/vmware-vcloud-air-third-party-terms.pdf, which wemay modify from time to time.

14.14 “VMware Software” means the software programs listed in our commercial price list.

14.15 “Your Content” means any and all applications, files, information, data or other content uploaded to or published or displayed through the Service Offering by you, your users, us (acting upon your instructions as part of a service), or any third party users who access any service you provide with the Service Offering.

ESTIMATE
Saitech Inc
42640 Christy St
Fremont, CA 94538-3135
[email protected]
+1 (510) 440-0256
Bill to
Zoe Garcia
City of Rancho Cucamonga
10500 Civic Center Dr
Rancho Cucamonga, CA 91730 US
Ship to
Zoe Garcia
City of Rancho Cucamonga
10500 Civic Center Dr
Rancho Cucamonga, CA 91730 US
Estimate details
Estimate no.: 2137
Estimate date: 07/07/2026
Terms: Net 30
Representative: Aarti
# Item Number Description Qty Rate Amount
BASE YEAR (Start Date: 08/29/2026 - End Date: 08/28/2027)

1. 210T-4298-NU Acrobat Studio - Requires Enterprise Term License (ETLA) Agreement [Purchasing:

Minimum Annual Purchase Required and
Adobe Approval Required] - Named User
Deployment only SKUs - Each User per
Year - Adobe Inc.30013607
Start Date: 08/29/2026
End Date: 08/28/2027
200 $163.40 $32,680.00

2. 210T-3391-FF-NU Single App - Edition 4 - Requires Enterprise Term License (ETLA) Agreement
[Purchasing: Minimum Annual Purchase
Required and Adobe Approval Required] -
Named User Deployment only SKUs - Each
User per Year
Start Date: 08/29/2026
End Date: 08/28/2027
70 $560.00 $39,200.00
Subtotal Subtotal $71,880.00
OPTION YEAR ONE (Start Date: 08/29/2027- End Date: 08/28/2028)

3. 210T-4298-NU Acrobat Studio - Requires Enterprise Term License (ETLA) Agreement [Purchasing:

Minimum Annual Purchase Required and
Adobe Approval Required] - Named User
Deployment only SKUs - Each User per
Year - Adobe Inc.30013607
Start Date: 08/29/2027
End Date: 08/28/2028
200 $163.40 $32,680.00
ATTACHMENT 2

4. 210T-3391-FF-NU Single App - Edition 4 - Requires Enterprise Term License (ETLA) Agreement
[Purchasing: Minimum Annual Purchase
Required and Adobe Approval Required] -
Named User Deployment only SKUs - Each
User per Year
Start Date: 08/29/2027
End Date: 08/28/2028
70 $560.00 $39,200.00
Subtotal Subtotal $71,880.00
OPTION YEAR TWO (Start Date: 08/29/2028 - End Date: 08/28/2029)

5. 210T-4298-NU Acrobat Studio - Requires Enterprise Term License (ETLA) Agreement [Purchasing:

Minimum Annual Purchase Required and
Adobe Approval Required] - Named User
Deployment only SKUs - Each User per
Year - Adobe Inc.30013607
Start Date: 08/29/2028
End Date: 08/28/2029
200 $163.40 $32,680.00

6. 210T-3391-FF-NU Single App - Edition 4 - Requires Enterprise Term License (ETLA) Agreement
[Purchasing: Minimum Annual Purchase
Required and Adobe Approval Required] -
Named User Deployment only SKUs - Each
User per Year
Start Date: 08/29/2028
End Date: 08/28/2029
70 $560.00 $39,200.00
Subtotal Subtotal $71,880.00

TRUE UP

7. 210T-4298-NU Acrobat Studio - Requires Enterprise Term License (ETLA) Agreement [Purchasing:

Minimum Annual Purchase Required and
Adobe Approval Required] - Named User
Depoyment only SKUs - Each User per
Year - Adobe Inc.30013607
1 $163.40 $163.40

8. 210T-3391-FF-NU Single App - Edition 4 - Requires Enterprise Term License (ETLA) Agreement
[Purchasing: Minimum Annual Purchase
Required and Adobe Approval Required] -
Named User Depoyment only SKUs - Each
User per Year
1 $560.00 $560.00
Subtotal Subtotal $723.40
Note to customer
Three Annual Payments
Kindly note this quote is under NASPO Contract:

Contract Number: 7-17-70-40-05
NASPO Master Contract Number: AR2472
Contract Term: 09/15/17 - 09/15/26
Total $216,363.40

Accepted date Accepted by
to k e n = 5 9 7 5 8 7 f2 d e 1 5 4 f8 e 8 a e 1 6 d 7 9 c 5 6 5 2 b 8 1 c 3 f5 e 6 8 5 6 9 6 9 4 f9 b a 6 e b fd 2 5 4 8 c c 1 8 2 b 5 c d c a 3 2 a 0 e 8 f4 d 8 a 9 a a e 7 8 c e 6 a e 9 a 6 c 0

DATE: August 19, 2026
TO: Mayor and Members of the City Council
President and Members of the Board of Directors
FROM: Elisa C. Cox, City Manager
INITIATED BY: Mike McCliman, Assistant City Manager / Fire Chief Julie A. Sowles, Deputy City Manager
Behrang Abadi, Director of Innovation and Technology
Lilyan Villarreal, Deputy Director of Innovation & Technology Tanya Trieu-Bui, Management Analyst
SUBJECT: Consideration to Approve the Use of OMNIA Partners Cooperative Agreement with Xerox Corporation for a Three-Year Agreement for the Procurement of Copiers and Managed Print Services in an Amount Not to Exceed $438,450. (CITY/FIRE)
RECOMMENDATION:

Staff recommends the City Council/Board of Directors of the Fire Protection District approve the use of OMNIA Partners cooperative agreement with Xerox Corporation (Xerox) for the procurement of copiers and managed print services, not to exceed $438,450 in total value for the duration of the three-year term.

BACKGROUND:

The City relies on multifunction copiers across departments to support a variety of daily business operations. While many processes have transitioned to digital workflows, printed materials continue to play an important role in delivering City services. Staff use these devices for a wide range of business needs, from preparing budget documents and City Council agenda packets to producing public outreach and marketing materials, permit and administrative forms, training resources, and other operational documents. The proposed agreement provides for the purchase of replacement copiers for equipment that has reached the end of its useful life, as well as ongoing maintenance, repairs, and technical support to help ensure the equipment remains reliable and available for staff use.

ANALYSIS:

Continuing with Xerox promotes consistency across departments, simplifies equipment management, minimizes staff training, and maintains compatibility with the City's existing copier fleet. The agreement provides a comprehensive solution that includes the purchase of replacement multifunction copiers, as well as ongoing maintenance, repair services, and technical support to help ensure the City's equipment remains reliable and operational throughout its service life.

Utilizing the Xerox cooperative purchasing agreement competitively solicited by the University of California, Office of the President and administered by OMNIA Partners allows the City to leverage established pricing, negotiated terms and conditions, and an efficient procurement process. Xerox is

a well-established provider of document management solutions and offers a comprehensive portfolio of multifunction copiers, maintenance services, and technical support that meets the City's operational needs. Service and maintenance for printers will be furnished by MRC, a Xerox company.

Per the City of Rancho Cucamonga's Municipal Code Section 3.08.070, the City may award contracts when the purchase is beneficial to the interest of the City and is from a supplier who has been awarded a specific item or items in a contract from a competitively bid procurement opportunity, which allows other agencies to utilize the contract at the same prices and terms and conditions. The Department of Innovation and Technology reviewed the Master Agreement with the City's Procurement Division and has determined that the terms and process of the contract meet the City's procurement standards and specification requirements.

Staff recommends the City Council and Board of Directors authorize the purchase of Xerox equipment and maintenance via University of California contract #2020002686 awarded to Xerox and administered by OMNIA Partners.

FISCAL IMPACT:

Sufficient funds are available in the FY 2026-27 budget for the purchase of copiers and managed print services. Funds have been allocated in the accounts listed below for the current fiscal year.

Account No. Funding Source Description Amount
F001|CC209|SC2106 General Fund Contract Services -
Professional Services $60,000
F001|CC701|SC2106 General Fund - PD Contract Services – Professional Services
$7,000
F281|CC501|SC2106|P0085 Fire Fund Contract Services –
Professional Services $7,000
F290|CC601|SC2106 Library Fund Contract Services –
Professional Services $2,200
F290|CC606|SC2106 Library Fund Contract Services –
Professional Services $2,750
F290|CC607|SC2106 Library Fund Contract Services –
Professional Services $2,200
F714|CC209|SC7002 Computer Equip/Tech
Replacement Fund
Capital Outlay –
Equipment $65,000
TOTAL: $146,150
COUNCIL MISSION / VISION / GOAL(S) ADDRESSED:

This item addresses the City Council's Core Value of the relentless pursuit of improvement.

ATTACHMENTS:

Attachment 1 - OMNIA Partners Cooperative Agreement
Attachment 2 - MRC Quote

·•••••·
( j

UNIVERSITY
OF

CALIFORNIA
Amendment to Agreement
#2020002686
This Amendment #2 to Agreement #2020002686 ("Agreement") is entered into between The Regents of the University of California (UC) and Supplier.

AMENDMENT TO AGREEMENT
The Agreement is hereby amended as follows:

Section 2.a is deleted in its entirety and replaced with the following:

The initial term of the Agreement will be from 11/25/20 and through 11/17/25 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for 1 (one) 5 (five) -year period, by providing Supplier with at least 15 calendar days' written notice before the end of the Initial Term.

All other terms, conditions and provisions of the Agreement shall remain in full force and effect.

UC, by execution of this Amendment, hereby exercises its discretion to renew the Agreement for the five (5)-year renewal term referenced above. The renewed term shall commence on November 18, 2025, and shall continue through November 24, 2030, unless terminated earlier in accordance with the Agreement.

This Amendment is signed by the parties' duly authorized representatives and shall be effective as of on the date of the final signature below.

XEROX CORPORATION, INC.

By: � 11
Name: Chaley Henderson
Title: Finance Director
Date: 11/17/2025
Amendment No. 02
Agreement No. 2020002686
Revised I 03 I /25

THE REGENTS OF THE

UNIVERSITY OF CALIFORNIA
Roshni Pratap
Director - IT Category Management
11/17/2025
Page I of I
ATTACHMENT 1

University of California (UC)
Contract # 2020002686
for
Print Goods and Services
with
Xerox Corporation
Effective: November 25, 2020

The following documents comprise the executed contract between the University of California, Office of the President and Xerox Corporation effective November 25, 2020:

I. Executed Purchasing Agreement
II. Supplier’s Response to the RFP, incorporated by reference

Purchasing Agreement# 2020002686
The Agreement to furnish certain goods and services described herein and in the documents referenced herein (“Goods and/or Services”) is made by and between The Regents of the University of California, a California public corporation (“UC”) on behalf of the University of California, and the supplier named below (“Supplier”). This Agreement is binding only if it is negotiated and executed by an authorized representative with the proper delegation of authority.

Xerox Corporation

1. Statement of Work
Supplier agrees to perform the Services listed in the statement of work attached as Attachment A (“Statement of Work”) and any other documents referenced in the Incorporated Documents section herein, at the prices set forth in the Statement of Work and any other documents referenced in the Incorporated Documents section herein. Unless otherwise provided in the Agreement, UC will not be obligated to purchase a minimum amount of Goods and/or Services from Supplier.

2. Term of Agreement/Termination

a) The initial term of the Agreement will be from 11/25/20 and through 11/17/25 (Initial Term) and is subject to earlier termination as provided below. UC may renew the Agreement for 5 (five) successive 1 (one) -year periods (each, a Renewal Term), by providing Supplier with at least 15 calendar days’ written notice before the end of the Initial Term or any Renewal Term.
b) UC may terminate the Agreement for convenience by giving Supplier at least 30 calendar days' written notice.

This provision will not apply to any in place lease orders under this Agreement. c) UC or Supplier may terminate the Agreement for cause by giving the other party at least 30 days' notice to cure a breach of the Agreement (Cure Period). If the breaching party fails to cure the breach within the Cure Period, the non-breaching party may immediately terminate the Agreement.

3. Purchase Order; Advance Payments
Unless otherwise provided in the Agreement, Supplier may not begin providing Goods and/or Services until UC approves a Purchase Order for the Goods and/or Services.

4. Pricing, Invoicing Method, and Settlement Method and Terms Pricing. Refer to Statement of Work or Purchase Order for Pricing. For systemwide agreements, each UC Location will specify the Invoicing Method and Payment Options that will apply, taking into account the operational capabilities of Supplier and the UC Location. See UC’s Procure to Pay Standards http://www.ucop.edu/procurementservices/_files/Matrix%20for%20website.pdf for the options that will be considered. In the case of systemwide agreements, each UC Location will specify these terms in a Statement of Work or Purchase Order, as the case may be.] Invoicing. All invoices must clearly indicate the following information:
a. California state and local sales tax as a separate line item (if applicable), including the rate employed. b. Purchase Order or Release Number and the Agreement Number c. Description and Quantity, of the Products and Support ordered d. Net Cost of each item
e. Any applicable discount(s)
f. Reference to original order and invoice number for all credit invoices issued g. Original order and invoice number for all credit invoices issued h. On invoices for impressions or overage: for each device, (1) the number of impressions and the impression rate, (2) the number of overage impressions and the impression overage rate, and (3) the taxable amount of these impressions or overage. Tax is NOT to be included for labor or technical service charges. i. Start and end meter counts for each device.

Template revised on 10.1.19 Page 2 of 16

1. Maintenance charges may be invoiced on separate invoices from lease or purchase charges, based on the requirements of the individual campuses.

2. If a UC Location has an MFD/Printer Fleet management program, individual device maintenance invoices and individual device lease invoices may be consolidated into separate summary invoices.

3. Invoices shall NOT contain line items for training, delivery, or other charges not expressly detailed in the RFP.

4. Supplier will provide a designated contact for billing/invoicing questions and issues. This contact must be available 8- 5 PST/PDT, Monday-Friday.

5. Invoices will be submitted directly to the UC Locations’ Accounting Departments unless:
a. The MFD/Printer Fleet management program at the UC Location requests invoices from Bidder be sent directly to the program, or
b. The Supplier is notified otherwise by Amendment to the Agreement.

6. Usage billing and Meter Reading:
a. Meter readings may not be estimated for use in invoicing, unless Supplier does not have access to such meter readings and/or the end user does not provide them in a timely manner to the Supplier. b. If meters are supplied monthly by MFD/Printer Fleet management programs, these meters must be the basis for invoicing.

Supplier will submit invoices following the designated invoice method directly to UC Accounts Payable Departments at each UC Location, unless UC notifies the Supplier otherwise by amendment to the Agreement.

Terms. UC payment terms are net 30.

Xerox will not issue an invoice until Services have been rendered and accepted. University will pay Xerox, within thirty-one (31) days of receipt of an undisputed and accurate invoice. The agreed upon minimum lease payment will not be subject to dispute at any time. Xerox will not issue an invoice until Services have been rendered and accepted.

5. Notices
As provided in the UC Terms and Conditions of Purchase, notices may be given by email, which will be considered legal notice only if such communications include the following text in the Subject field: FORMAL LEGAL NOTICE – [insert, as the case may be, Supplier name or University of California]. If a physical format notice is required, it must be sent by overnight delivery or by certified mail with return receipt requested, at the addresses specified below.

To UC, regarding confirmed or suspected Breaches as defined under Appendix – Data Security:

Name David Rusting
Phone 510-987-0086
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607

Template revised on 10.1.19 Page 3 of 16
To UC, regarding Breaches or Security Incidents as defined under Appendix – Business Associate:

Name Noelle Vidal
Phone 510.987.0725
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
To UC, regarding personal data breaches as defined under Appendix – General Data Protection Regulation:

Name Monte Ratzlaff
Phone 51-987-0858
Email [email protected]
Address 1111 Franklin Street
Oakland, CA 94607
To UC, regarding contract issues not addressed above:

Name Michael Wegmann
Phone 510-987-0428
Email [email protected]
Address 260 Cousteau Place Suite 150
Davis, CA 95618
To Supplier:

Name Corporate Risk, Xerox Corporation
Phone 847-928-5180
Email Please Email one of the 2 Contacts listed below
Address 1301 Ridgeview Dr.

Lewisville, TX 75057
Name Doug MacPhee, Vice President Sales
Phone 562-977-7464
Email [email protected]
Address 5700 Warland Drive
Cypress, CA 90630
Name Scott Reiber, Account Manager UC Systems
Phone 925-701-1657
Email [email protected]
Address 5050 Hopyard Rd.

Pleasanton, CA 94588
To Supplier regarding contract issues copy to:

Name Office of General Counsel
Xerox Corporation
Email
Address 201 Merrit 7, Norwalk, CT 06851-1056

Template revised on 10.1.19 Page 4 of 16

6. Intellectual Property, Copyright and Patents
/___/ The Goods and/or Services involve Work Made for Hire /__X_/ The Goods and/or Services do not involve Work Made for Hire

7. Patient Protection and Affordable Care Act (PPACA)
/___/ Because the Services involve temporary or supplementary staffing, they are subject to the PPACA warranties in the T&Cs.
/_X__/ The Services do not involve temporary or supplementary staffing, and they are not subject to the PPACA warranties in the T&Cs.

8. Prevailing Wages
/_X__/ Supplier is not required to pay prevailing wages when providing the Services.

9. Fair Wage/Fair Work
/___/ Supplier is not required to pay the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) when providing the Services.

10. Restriction Relating to Consulting Services or Similar Contracts – Follow-on Contracts
Please note a Supplier that is awarded a consulting services or similar contract cannot later submit a bid or be considered for any work “required, suggested, or otherwise deemed appropriate” as the end product of the Services (see Public Contract Code Section 10515).

11. Insurance
Deliver the PDF version of the Certificate of Insurance to UC’s Buyer, by email with the following text in the Subject field:

CERTIFICATE OF INSURANCE –Xerox Corporation.

12. Cooperative Purchasing
Supplier agrees to extend for Goods and/or Services to participating agencies (public and private schools, colleges and universities, cities, counties, non-profits, and all governmental entities) registered with OMNIA Partners, Public Sector under the terms of Attachment B Additional Terms Applicable to All Non-University of California Entities under this agreement. All contractual administration issues (e.g. terms and conditions, extensions, and renewals) will remain UC’s responsibility except as outlined in the above referenced Request for Proposal “RFP – Print Goods and Services- – UC Systemwide.” Operational issues, fiduciary responsibility, payment issues, performance issues and liabilities, and disputes involving individual participating agencies will be addressed, administered, and resolved by each participating agency.

Template revised on 10.1.19 Page 5 of 16

13. Supplier’s Service-Specific and/or Goods-Specific Provisions

1. SOFTWARE
a) Software License
Xerox may provide Software to Customer pursuant to an Order hereunder. The following license applies to Software provided hereunder, unless such Software is accompanied by a click-wrap or shrink-wrap license agreement or otherwise provided subject to a separate license agreement. i) Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license to use in the U.S.: (i) Base Software only on or with the Equipment with which (or within which) it was delivered; and (ii) Application Software only on any single unit of Equipment, subject to Customer remaining current in the payment of any indicated applicable Software license fees (including any annual renewal fees).

For Services Software, Xerox grants Customer a non-exclusive, non-transferable, non-assignable (by operation of law or otherwise) license in the U.S. to install the Services Software on a host computer(s) or server(s) or, if applicable, on Equipment or Third Party Hardware, and, further, if applicable, on the number of workstations, laptops and mobile devices specified in the Order, and to use the Services Software only for the purpose of receiving the applicable Services. Customer has no other rights to the Software. Customer will not and will not allow its employees, agents, contractors or vendors to: (i) distribute, copy, modify, create derivatives of, decompile, or reverse engineer Software except as permitted by applicable law; (ii) activate Software delivered with or within the Equipment in an un-activated state; or, (iii) access or disclose Diagnostic Software for any purpose. Title to Software and all copyrights and other intellectual property rights in Software will reside solely with Xerox and its licensors (who, if required by the terms of the third party license agreement with Xerox, will be considered third party beneficiaries of this Agreement’s software and limitation of liability provisions). ii) The Base Software license will terminate, as applicable: (i) if Customer no longer uses or possesses the Equipment with which the Base Software was provided; or (ii) upon the expiration or termination of any Order under which Customer has acquired the Equipment with which the Base Software was provided (unless Customer has exercised an option to purchase the Equipment, where available, in which case the license to Base Software is perpetual and transferrable with purchase of the Equipment by Customer). iii) Software may contain code to prevent its unlicensed use and/or transfer. If Customer does not permit Xerox periodic access to such Software, this code may impair the Equipment’s and/or Software’s functionality. iv) Xerox does not warrant that the Software will be free from errors or that its operation will be uninterrupted.

SOFTWARE SUPPORT
i) Software support will be provided by Xerox or a designated service provider as follows. For Base Software, Software support will be provided during the initial term of the applicable Order and any renewal period, but not longer than 5 years after Xerox stops taking orders for the subject model of Equipment. For Application Software, Software support will be provided as long as Customer is current in the payment of all applicable software license, annual renewal and “support only” fees. For Services Software, support will be provided in accordance with the terms of the applicable Statement of Work or Order. ii) Xerox will maintain a web-based or toll-free hotline during Xerox’s standard working hours to report Software problems and answer Software-related questions. Xerox, either directly or with its vendors, will make reasonable efforts to: (i) assure that Software performs in material conformity with its Documentation; (ii) provide available workarounds or patches to resolve Software performance problems; and (iii) resolve coding errors for (1) the current release and (2) the previous release for a period of 6 months after the current release is made available to Customer. Xerox will not be required to provide Software support if Customer has modified the Software.
iii) Xerox may make available new releases of the Software that are designated as “Maintenance Releases” or “Updates.” Maintenance Releases or Updates are provided at no charge and must be implemented within 6

Template revised on 10.1.19 Page 6 of 16
months after being made available to Customer. Each Maintenance Release or Update shall be considered Software governed by these terms. Feature Releases will be subject to additional license fees at Xerox’s thencurrent pricing and shall be considered Software governed by these terms and conditions (unless otherwise noted in an Order). Implementation of a Maintenance Release, Update or Feature Release may require Customer to procure, at its expense, additional hardware and/or software from Xerox or another entity. Upon installation of a Maintenance Release, Update or Feature Release, Customer will return or destroy all prior Maintenance Releases, Updates or Feature Releases.

2. DIAGNOSTIC SOFTWARE
Diagnostic Software and method of entry or access to it constitute valuable trade secrets of Xerox. Title to the Diagnostic Software shall at all times remain solely with Xerox and Xerox’s licensors. Xerox does not grant Customer a license or right to use the Diagnostic Software. Customer will not use, reproduce, distribute, or disclose the Diagnostic Software for any purpose (or allow third parties to do so). Customer will allow Xerox reasonable access to the Equipment during Customer’s normal business hours to remove or disable Diagnostic Software if Customer is no longer receiving Maintenance Services from Xerox.

3. Third Party Software may be subject to license and support terms provided by the applicable Third Party Software vendor.

4. Maintenance Terms for Customer Owned Equipment
i) Products" means the equipment ("Equipment"), Software and supplies identified in this Agreement. the University agrees the Products are for the University’s business use (not resale) in the United States and its territories and possessions ("U.S.") and will not be used for personal, household or family purposes. ii) Supplier agrees to extend the pricing terms for maintenance services and supplies included in this agreement to Supplier’s current population of Products placed at UC prior to execution of this Agreement. . This provision does not include lease transactions.
iii) Renewal. Supplier will provide University with no less than thirty-one (31) days advanced notice of the expiration of the then current term of each individual maintenance order. Upon expiration, University shall have the option to extend the current maintenance coverage at the same monthly price on a month-to-month basis. This type of extension may be cancelled without penalty upon 30 days written notice.

5. Maintenance Terms for Supplier’s Equipment. Except for Equipment and/or Third Party Hardware identified as "No Svc.", Xerox (or a designated servicer) will keep the Equipment and/or Third Party Hardware in good working order ("Maintenance Services"). The provision of Maintenance Services is contingent upon Customer facilitating timely and efficient resolution of Equipment and/or Third Party Hardware issues by: (a) utilizing Customer-implemented remedies provided by Xerox; (b) replacing Cartridges; and (c) providing information to and implementing recommendations provided by Xerox telephone support personnel. If an Equipment and/or Third Party Hardware issue is not resolved after completion of (a) through (c) above, Xerox will provide on-site support as provided herein. Maintenance Services will be provided during Xerox's standard working hours in areas open for repair service for the Equipment and/or Third Party Hardware. Maintenance Services excludes repairs due to: (i) misuse, neglect or abuse; (ii) failure of the installation site or the PC or workstation used with the Equipment and/or Third Party Hardware to comply with Xerox's published specifications or Third Party Hardware vendor’s published specifications, as applicable; (iii) use of options, accessories or products not serviced by Xerox; (iv) non-Xerox alterations, relocation, service or supplies; or (v) failure to perform operator maintenance procedures identified in operator manuals. Replacement parts may be new, reprocessed or recovered and all replaced parts become Xerox's property. Xerox will, as your exclusive remedy for Xerox's failure to provide Maintenance Services, replace the Equipment with an identical model or, at Xerox's option, another model with comparable features and capabilities. There will be no additional charge for the replacement Equipment during the remainder of the initial Term. If meter reads are a component of your Equipment’s Maintenance Plan, you will provide them using the method and frequency identified by Xerox. For Third Party Hardware identified as” No Svc.”, you shall enter into a maintenance agreement with the Third Party Hardware vendor or its maintenance service provider, who shall be solely responsible for the quality, timeliness and other terms and conditions of such maintenance services. Xerox shall have no liability for the acts or omissions of such third party service provider.

Template revised on 10.1.19 Page 7 of 16

6. DELIVERY, REMOVAL & RELOCATION. Equipment prices include standard delivery charges and, for Xerox-owned Equipment, standard removal charges. Charges for non-standard delivery, excessive installation requirements, including rigging, access alterations, and access to non-ground floors via stairs. Any such excessive installation charges must be quoted to the University prior to the signature of any Order, and shall be based on the actual expenditures of Vendor or Authorized Dealer and for any Equipment relocation are the University’s responsibility.

Relocation of Xerox-owned Equipment must be arranged (or approved in advance) by Xerox and may not be to a location outside of the U.S.

7. TRADE-IN EQUIPMENT. The University warrants that it has the right to transfer title to the equipment you are trading in as part of this Agreement ("Trade-In Equipment") and that the Trade-In Equipment is in good working order and has not been modified from its original configuration (other than by Xerox). Title and risk of loss to the Trade-In Equipment will pass to Xerox when Xerox removes it from your premises. The University will maintain the Trade-In Equipment at its present site and in substantially its present condition until removed by Xerox. The University will pay all accrued charges for the Trade-In Equipment (up to and including payment of the final principal payment number) and all applicable maintenance, administrative, supply and finance charges until Xerox removes the Trade-In Equipment from your premises.

8. CONSUMABLE SUPPLIES.

If "Consumable Supplies" is identified in Maintenance Plan features, Maintenance Services will include black toner and/or solid ink and color toner and/or solid ink, if applicable ("Consumable Supplies"). Highlight color toner, clear toner, and custom color toner are excluded. Depending on the Equipment model, Consumable Supplies may also include developer, fuser agent, imaging units, waste cartridges, transfer rolls, transfer belts, transfer units, belt cleaner, staples, maintenance kits, print Cartridges, drum Cartridges, waste trays and cleaning kits. Consumable Supplies are Xerox’s property until used by you, and you will use them only with the Equipment for which "Consumable Supplies" is identified in Maintenance Plan Features. If Consumables Supplies are furnished with recycling information, Customer will return the used item to Xerox for remanufacturing. Shipping information is available at Xerox.com/GWA. Upon expiration of this Agreement, Customer will include any unused Consumable Supplies with the Equipment for return to Xerox at the time of removal. If your use of Consumable Supplies exceeds Xerox’s published yield by more than 10%, Xerox will notify you of such excess usage. If such excess usage does not cease within 30 days after such notice, Xerox may charge you for such excess usage. Upon request, you will provide current meter reads and/or an inventory of Consumable Supplies in your possession.

9. CARTRIDGES.

If Xerox is providing Maintenance Services for Equipment utilizing cartridges designated by Xerox as customer replaceable units, including copy/print cartridges and xerographic modules or fuser modules ("Cartridges"), you agree to use only unmodified Cartridges purchased directly from Xerox or its authorized resellers in the U.S.

Cartridges packed with Equipment and replacement Cartridges may be new, remanufactured or reprocessed.

Remanufactured and reprocessed Cartridges meet Xerox's new Cartridge performance standards and contain new or reprocessed components. To enhance print quality, Cartridge(s) for many models of Equipment have been designed to cease functioning at a predetermined point. In addition, many Equipment models are designed to function only with Cartridges that are newly manufactured original Xerox Cartridges or with Cartridges intended for use in the U.S.

10. Total Satisfaction Guarantee.
"SP Equipment" means any iGen and Xerox Continuous Feed Equipment. Except for SP Equipment identified as “Previously Installed”, If, during any 90 day period, the performance of SP Equipment delivered under the Individual Agreement is not at least substantially consistent with the performance expectations outlined in the SP Equipment’s Customer Expectations Document ("Expectations Document"), Xerox will, at Customer’s request, replace the SP Equipment without charge with identical SP Equipment or, at Xerox’s option, with Xerox-branded Equipment with comparable features and capabilities. The SP Equipment Guarantee does not apply during the first 180 days after installation and will expire 3 years after the Installation Date for Purchased Equipment. The SP Equipment Guarantee will expire at the end of the initial Term of the subject Installment Purchase, Rental, or Lease Agreement term. This SP Equipment Guarantee applies only to SP Equipment that has been (i) continuously maintained by Xerox under a Xerox maintenance agreement, and (ii) operated at all times in accordance with the Expectations Document. "Non-SP Equipment" means any Equipment other than SP Equipment. If Customer is not totally satisfied with any Non-SP Equipment delivered under an Installment Purchase, Rental, or a Lease Agreement under the Contract, Xerox

Template revised on 10.1.19 Page 8 of 16
will, at Customer’s request, replace it without charge with identical Non-SP Equipment or, at Xerox’s option, with Xerox-branded equipment with comparable features and capabilities. The Non-SP Equipment Guarantee applies only to Non-SP Equipment that has been continuously maintained by Xerox under a Xerox Maintenance Agreement.

For "Previously Installed" Non-SP Equipment, the Non-SP Equipment Guarantee is effective for one (1) year after the Installation Date. For all other Non-SP Equipment, The Non-SP Equipment Guarantee will expire at the end of the initial Term of the Installment Purchase, Rental, or Lease Agreement term. In the event of any conflict between Xerox’ Total Satisfaction Guarantee in this section and the Lemon Clause in Section 5.8 of the Attachment A Statement of Work, the Lemon Clause will prevail.

11. WARRANTY DISCLAIMER: XEROX DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, FOR THIRD PARTY PRODUCTS, THE IMPLIED WARRANTY OF MERCHANTABILITY.

12. REMOTE SERVICES. Certain models of Equipment are supported and serviced using data that is automatically collected by Xerox or transmitted to or from Xerox by the Equipment connected to Customer's network ("Remote Data") via electronic transmission to a secure off-site location ("Remote Data Access"). Remote Data Access also enables Xerox to transmit to Customer Releases for Software and to remotely diagnose and modify Equipment to repair and correct malfunctions. Examples of Remote Data include product registration, meter read, supply level, Equipment configuration and settings, software version, and problem/fault code data. Remote Data may be used by Xerox for billing, report generation, supplies replenishment, support services, recommending additional products and services, and product improvement/development purposes. Remote Data will be transmitted to and from Customer in a secure manner specified by Xerox. Remote Data Access will not allow Xerox to read, view or download the content of any Customer documents or other information residing on or passing through the Equipment or Customer's information management systems. Customer grants the right to Xerox, without charge, to conduct Remote Data Access for the purposes described above. Upon Xerox’s request, Customer will provide contact information for Equipment such as name and address of Customer contact and IP and physical addresses/locations of Equipment. Customer will enable Remote Data Access via a method prescribed by Xerox, and Customer will provide reasonable assistance to allow Xerox to provide Remote Data Access. Unless Xerox deems Equipment incapable of Remote Data Access, Customer will ensure that Remote Data Access is maintained at all times Maintenance Services are being performed.

13. Terms Applicable to Supplier’s Digital Press Products (i.e. iGen, Versant, PrimeLink, Nuvera, Iridesse) i) FREEFLOW LICENSE. The following terms apply to Xerox FreeFlow Print Server /DocuSP software included in Base Software ("FreeFlow Base Software") and/or Application Software identified as Xerox FreeFlow software (including, but not limited to, FreeFlow Makeready and FreeFlow Process Manager ) (collectively, "FreeFlow Application Software"), and are additive to and supplement those found elsewhere in the Agreement.

FreeFlow Base Software and FreeFlow Application Software are collectively referred to as "FreeFlow Software."

1. FreeFlow Software may include and/or incorporate font programs ("Font Programs") and other software provided by Adobe Systems Incorporated ("Adobe Software"). You may embed copies of the Font Programs into your electronic documents for the purpose of printing and viewing the document. You are responsible for ensuring that you have the right and are authorized by any necessary third parties to embed any Font Programs in electronic documents created with the FreeFlow Application Software. If the Font Programs are identified as "licensed for editable embedding" at www.adobe.com/type/browser/legal/embeddingeula, you may also embed copies of those Font Programs for the additional purpose of editing your electronic documents. No other embedding rights are implied or permitted under this license.

2. You will not, without the prior written consent of Xerox and its licensors: (a) alter the digital configuration of the FreeFlow Software, or solicit others to cause the same, so as to change the visual appearance of any of the FreeFlow Software output; (b) use the FreeFlow Software in any way that is not authorized by the Agreement; (c) use the embedded code within the FreeFlow Software outside of the Equipment on which it was installed or in a stand-alone, time-share or service bureau model; (d) disclose the results of any performance or

Template revised on 10.1.19 Page 9 of 16
benchmark tests of the FreeFlow Software; (e) use the FreeFlow Software for any purpose other than to carry out the purposes of the Agreement; or (f) disclose or otherwise permit any other person or entity access to the object code of the FreeFlow Software.

3. FreeFlow Process Manager contains Oracle Database Express Edition database software and documentation licensed from Oracle America, Inc. ("Oracle"). Oracle grants you a nonexclusive, nontransferable limited license to use Database Express Edition for purposes of developing, prototyping and running your applications for your own internal data processing operations. Database Express Edition may be installed on a multiple CPU server but may only be executed on one processor in any server. Upon not less than 45 days prior written notice, Xerox and/or its licensors may, at their expense, directly or through an independent auditor, audit your use of FreeFlow Process Manager and all relevant records not more than once annually. Any such audit will be conducted at a mutually agreed location and will not unreasonably interfere with your business activities.

4. The Copyright Management feature of FreeFlow Makeready ("FFCM") contains the optional Copyright Clearance Center, Inc. ("CCC") copyright licensing services feature of FFCM ("CCC Service"). If this option is ordered, you will comply with any applicable terms and conditions contained on the CCC website, www.copyright.com, and any other rights holder terms governing use of materials, which are accessible in FFCM. If CCC terminates Xerox's right to offer access to the CCC Service through FFCM, Xerox may, upon written notice and without any liability to you, terminate your right to access the CCC Service through FFCM.

THE CCC SERVICE IS PROVIDED "AS IS," WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED. XEROX

DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You will defend and indemnify Xerox from any and all losses, claims, damages, fines, penalties, interest, costs and expenses, including reasonable attorney fees, arising from or relating to your use of the CCC Service.5. If you install FreeFlow Application Software on a computer that you supply, the following terms apply: (a) Xerox will only be obligated to support FreeFlow Application Software if it is installed on hardware and software meeting Xerox's published specifications (collectively "Workstation"); (b) IF YOU USE FREEFLOW APPLICATION SOFTWARE

WITH ANY HARDWARE OR SOFTWARE OTHER THAN A WORKSTATION, ALL REPRESENTATIONS AND

WARRANTIES ACCOMPANYING SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOID AND ANY

SUPPORT/MAINTENANCE YOU CONTRACT FOR IN CONNECTION WITH SUCH FREEFLOW APPLICATION SOFTWARE WILL BE VOIDABLE AND/OR SUBJECT TO ADDITIONAL CHARGES; and (c) you are solely responsible for: (i) the acquisition and support, including any and all associated costs, charges and other fees, of any Workstation you supply; (ii) compliance with all terms governing such Workstation acquisition and support, including terms applicable to any non-Xerox software associated with such Workstation; and (iii) ensuring that such Workstation meets Xerox's published specifications.

6. The following terms apply to FreeFlow Software licensed to U.S. government customers:
a. Java technology contained in FreeFlow Software is subject to: (i) FAR 52.227- 14(g)(2) and FAR 52.227-19; and (ii) if licensed to the U.S. Department of Defense ("DOD"), DFARS 252.227-7015(b) and DFARS 227.7202- 3(a).
b. Adobe Software is a "commercial item," as that term is defined at FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR

12.212, and is licensed to civilian agencies consistent with the policy set forth in FAR 12.212, or to the DOD consistent with the policies set forth in DFARS 227.7202-1. c. Oracle Database Express Edition is "commercial computer software" and is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7015 and FAR 52.227- 19 as applicable.

7. FreeFlow Software may include Microsoft Embedded Standard operating system software to which the following terms apply:

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a. You agree to and will comply with the Microsoft terms and conditions contained on the Xerox website, http://www.support.xerox.com/support/open-source-disclosures/fileredirect/enus.html?&contentId=136023. b. Any updates, upgrades or reinstallations of Microsoft Embedded Standard operating system software are subject to the terms and conditions of this license and may be used only with the Xerox-brand Equipment with which it was delivered. Any other use of the software is strictly prohibited and may subject you to legal action. c. If the Equipment includes Remote Desktop Services that enable it to connect to and access applications running on a server, such as Remote Desktop Protocol, Remote Assistance and Independent Computer Architecture, such Desktop Functions will not run locally on the system, except for network/Internet browsing functions.
d. The FreeFlow Base Software contains the Windows Update feature that allows you to access Windows Updates directly through the Microsoft Corp. Windows Update server. If you elect to activate this feature, any Windows Updates installed by you using the Windows Update feature may not function on the Equipment or may cause malfunctions or cause harm to the Equipment. Before you download a Windows Update using this feature, you should contact Xerox so that Xerox can ensure that each Windows Update is suitable for use on the Equipment and provide any necessary technical support for the installation and use of such Windows Update.
e. No High Risk Use. WARNING: The Windows Embedded 7 Standard operating system is not fault-tolerant.

The Windows Embedded 7 Standard operating system is not designed or intended for any use in any computing device where failure or fault of any kind of the Windows Embedded 7 Standard operating system could reasonably be seen to lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). Xerox is not licensed to use, distribute, or sublicense the use of the Windows Embedded 7 Standard operating system in High Risk Use. High Risk Use is STRICTLY PROHIBITED. ii) Versant Products Extra Long Prints Terms. The following Equipment model(s), V180P may now, or in the future, have extra-long print capability, which is the ability to produce a print that is longer than 491mm.

Maximum print length may vary by model. The meters for Equipment with extra-long print capability will register the following, as applicable: (i) for impressions greater than 491mm, up to and including 661mm, the Extra Long Impressions meter will register two (2) prints for each such extra-long print, in addition to registering one (1) print on either the Color Impressions meter (in the case of a color print) or the Black Impressions meter (in the case of a B&W print); (ii) for impressions greater than 661mm, up to and including 877mm, the Extra Long Impressions meter will register three (3) prints for each such extra-long print, in addition to registering one (1) print on either the Color Impressions meter (in the case of a color print) or the Black Impression meter (in the case of a B&W print); (iii) for impressions greater than 877mm, up to and including 1,083mm, the Extra Long Impressions meter will register four (4) prints for each such extra-long print, in addition to registering one (1) print on either the Color Impressions meter (in the case of a color print) or the Black Impression meter (in the case of a B&W print); and (iv) for impressions greater than 1,083mm, up to and including 1,299mm, the Extra Long Impressions meter will register five (5) prints for each such extralong print, in addition to registering one (1) print on either the Color Impressions meter (in the case of a color print) or the Black Impression meter (in the case of a B&W print).

14. Records about Individuals
If applicable, records created pursuant to the Agreement that contain personal information about individuals (including statements made by or about individuals) may become subject to the California Information Practices Act of 1977, which includes a right of access by the subject individual. While ownership of confidential or personal information about individuals is subject to negotiated agreement between UC and Supplier, records will normally become UC’s property, and subject to state law and UC policies governing privacy and access to files. When collecting the information, Supplier must inform the individual that the record is being made, and the purpose of the record. Use of recording devices in discussions with employees is permitted only as specified in the Statement of Work.

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15. Amendments to the UC Terms and Conditions of Purchase

The UC Terms and Conditions of Purchase, dated 2/20/2020 are hereby amended as follows:

Article 2.B. is amended to read in full as follows:

UC's obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of UC, the Funding is withdrawn. In order to terminate the Agreement due to funding non-appropriation, UC must provide Supplier with written notice, within 31-days of its governing body's decision not to appropriate funds, stating that the University's governing body failed to appropriate funds and that the governing body was unable to find an assignee within the University's organization to continue the Agreement. The notice must certify that the canceled equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. In addition, the University will be required to return the equipment to Supplier with transportation costs borne by Supplier. The University will then be released from its obligation to make any further payments beyond those through the end of the last fiscal year for which funds have been appropriated.

Article 2.C. Last sentence is added to read in full as follows:

UC agrees to provide Supplier at least thirty (30) days prior written notice of the effective date of termination and the extent thereof, such termination shall not affect any leased unit that has not fulfilled the appropriate term.

Article 4. Inspection. Last sentence is added to read in full as follows:

Xerox can support UC’s inspection and acceptance requirement by initially installing the equipment under a Trial arrangement. Unless an order is preceded by a Trial order, the Services will be deemed accepted on the equipment’s installation date, which is the date Xerox determines the equipment to be operating satisfactorily, as demonstrated by the successful completion of diagnostic routines, and is available for the University’s use. The Installation Date for equipment and software designated as “Customer Installable” will be the equipment delivery date. Any equipment that does not perform to its published specification will be repaired or replaced by Xerox at its expense, provided the equipment is covered by a Xerox warranty or maintenance plan. Any equipment that needs to be replaced will be replaced with an identical model, or at Xerox’s option a unit with similar capabilities and comparable usage.

Article 6.j Outsourcing Last sentence is added to read in full as follows.

All services included in the Xerox bid to be specifically contracted for by the University will be provided within the U.S.

However, certain back-office contract administration and customer support services are performed by Xerox and/or its affiliates from locations outside the U.S.

Article 9. Insurance. First sentence is amended to read in full as follows:

Supplier at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set below for claims arising out of the willful or negligent acts, or omissions of Xerox in the performance of the services under the contract, unless UC specifies otherwise.

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Article 17.A.Price Decreases is amended to read in full as follows:

Price Decreases. Supplier agrees to immediately notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases. Any price reduction resulting from this provision shall only apply to orders received after the effective date of the price reduction.

Article 20. E. No Offshoring, Last sentence is added to read in full as follows:

All services provided to UC will be provided within the U.S. However, certain back-office contract administration and customer support services are performed by Xerox and/or its affiliates from locations outside the U.S.

Article 27. Force Majeure is amended to read in full as follows:

Neither Party shall be deemed to be in default of or to have breached any provision of this Agreement due to any delay (including delay in delivery), failure in performance or interruption of service, if such performance or service are impossible to execute, illegal or commercially impracticable, because of the following “force majeure” occurrences: acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, transportation contingencies, freight embargoes, acts or orders of any government or agency or official thereof, earthquakes, fires, floods, unusually severe weather, epidemics, quarantine restrictions and other catastrophes or any other similar occurrences beyond such party’s reasonable control. In every case, the delay or failure in performance or interruption of service must be without the fault or negligence of the Party claiming excusable delay and the Party claiming excusable delay must promptly notify the other Party of such delay. Performance time under this Agreement shall be considered extended for a period of time equivalent to the time lost because of the force majeure occurrence; The University’s payment obligation will be suspended with respect to any equipment that is rendered inoperable during a force majeure event if Xerox is prevented from providing maintenance services. The payment suspension will continue until the end of the force majeure event or until Supplier restores the equipment to operating condition. If payment is suspended, the term of the Contract will be extended for a period equal to the University’s payment suspension.

The UC Terms and Conditions of Equipment Lease, dated 12/15/1994 are hereby amended as follows:

Article 5. is amended to read in full as follows:

The initial term for any individual lease order will be the number of full calendar months stated in the order. The minimum lease payment for any partial month following the equipment installation date will be billed on a pro rata basis, based on a 31-day month. The term for each unit of equipment will commence upon the delivery of customerinstallable equipment; or the installation of Xerox-installable equipment and will expire on the last day of the final full calendar month of the contracted term indicated in the order.

University may at its option, by written notice stating the extent and effective date, terminate this order at the anniversary date of the lease or at the end of any fiscal year in whole or in part in the event the funding agency does not appropriate sufficient funds to continue the lease payments.

In order to terminate the Agreement due to funding non-appropriation, UC must provide Supplier with written notice, within 31-days of its governing body's decision not to appropriate funds, stating that the University's governing body failed to appropriate funds and that the governing body was unable to find an assignee within the University's

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organization to continue the Agreement. The notice must certify that the canceled equipment is not being replaced by equipment performing similar functions during the ensuing fiscal year. In addition, the University will be required to return the equipment to Supplier with transportation costs borne by Supplier. The University will then be released from its obligation to make any further payments beyond those through the end of the last fiscal year for which funds have been appropriated.

University may by written notice terminate this order for Lessor's default, in whole or in part, at any time, if Lessor refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within thirty (30) days after receipt of University's notice of shortfall, or fails to make deliveries of said equipment or fails perform the services within the time specified or any written extension thereof.

In the event University defaults in the payment of any amount due or to become due under the terms of the lease or defaults in the performance of any of the terms and conditions hereof, all the University's rights hereunder as to use and possession of the equipment shall, at the option of Lessor, terminate and Lessor shall become entitled to retain all rentals and to take possession of the property, provided however, that in such event neither Lessor nor University shall have the right to rent said equipment to any third party so long as it remains on the premises of University.

Other than as stated above, leases may not be cancelled prior to expiration. Early cancellation of individual leases without cause or cancellation of individual leases by Xerox due to the University's material breach will result in an early termination charge that is equal to the sum of the remaining payments less any unearned maintenance and supply charges discounted at 4% per annum, and the applicable fair market value In no event shall the amount paid exceed the total contracted price, minus payments already made.

Lessor will provide University with no less than thirty-one (31) days advance notice of the expiration of each lease term.

Upon lease expiration, University shall have the option to:
• Purchase the equipment AS IS, WHERE IS, by giving Lessor at least thirty (30) days prior notice of University intent to purchase at the termination of the term specified in any order or any renewal thereof. The purchase option price for FMV leases shall be the equipment's then fair market value plus all applicable sales taxes.

The purchase option for FPO will be $1 plus all applicable sales taxes. • Lease the current equipment at the same monthly price on a month-to-month basis. This type of lease extension may be cancelled without penalty upon 30 days written notice. • Have Lessor provide a quote on a new 12 or 24 month lease on the current equipment. This will yield a lower monthly price; however, the University would not be able to cancel the lease without termination charges until expiration of the new extended lease.

Upon expiration of a lease without extension, University will make the equipment available for removal by Lessor at Lessor's cost. At the time of removal, the equipment will be in the same condition as when delivered, reasonable wear and tear accepted.

A lease order under the contract is a "finance lease" under Article 2A of the Uniform Commercial Code and, except to the extent expressly provided under the Contract, and to the extent permitted by California law, Customer waives all rights and remedies conferred upon a lessee by Article 2A.

Article 11. is amended to read in full as follows:

Lessor shall indemnify, defend, and hold harmless University, its officers, and employees against all losses, damages, liabilities, costs and expenses (including but not limited to attorney’s fees) resulting from any judgment or proceedings

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in which it is determined, or any settlement agreement arising out of the allegation, that Lessor’s furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University’ use of such parts, goods, components, programs, practices, or methods supplied by Lessor under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. Indemnification is contingent upon UC giving Supplier written notice, promptly after it becomes aware of any claim to be indemnified hereunder and permits Supplier to control the defense of any such claim or action and Supplier’s own expense. Notice shall be sent to “Corporate Risk, Xerox Corporation, Long Ridge Road, Stamford, Connecticut, 06940.” University agrees that Xerox may employ attorneys of its own choice to appear and defend the claim or action and that University shall do nothing to compromise the defense of such claim or action or any settlement thereof and shall provide Xerox with all reasonable assistance which Xerox may require. Xerox shall not be obligated to indemnify the University against the University’s own acts or omissions.

Article 15(2) Service and Maintenance. The third sentence is replaced as follows: Lessor agrees the vast majority of onsite equipment repairs will be completed within 12 business hours. However, in the unlikely event that the repair time exceeds 12 business hours, Lessor agrees, as University’s exclusive remedy, to issue an appropriate service credit for Xerox’s failure to repair the equipment within the specified timeframe. The credit will be stated in the applicable SOW and can be used to offset any invoice charge, excluding the Monthly Minimum Charge which is not subject to dispute.

In the event of any conflict between this section and section 2.8 of Attachment A Statement of Work, the Statement of Work will prevail.

Article 17. Risk of Loss is amended to read in full as follows: During the period of time that property covered by this order is in the possession of University, University (and its customers, if installed on University's customers' premises) shall take good care of the property and University shall be responsible for any loss of or damage to the property caused by University, its officers, employees, volunteers, or agents negligent or willful acts while in its possession and control, unless such damage or loss is a consequence, directly or indirectly of intentional or negligent acts of Lessor or Lessor's agents. Title to the Lessor supplied equipment or third party hardware will remain with Lessor until University elects to purchase the equipment. Risk of the equipment's loss or damage will pass to the University upon delivery. University agrees that: (a) the equipment or third party hardware will remain personal property; (b) it will not attach the equipment as a fixture to any real estate; (c) it will not pledge, sub-lease, or part with possession of the equipment or file, or permit to be filed, any lien against the equipment; and, (d) it will not make any permanent alterations to the Equipment or third party hardware.

Article 19.B. The first sentence is amended to read in full as follows:

INSURANCE. In consideration of the above, Seller shall at its expense obtain, keep in force and maintain insurance only for claims arising out of the willful or negligent acts, or omissions of Xerox in the performance of the services under this order as follows:

The UC Appendix – Business Associate Agreement, dated 8/1/2019 is hereby amended as follows:

Section 2.I. is amended to read in full as follows:

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With 30 days advanced notice from UC, Supplier will make its internal practices, books, and records, relating to the Use and Disclosure of PHI available to UC, and to the Secretary for purposes of determining UC’s compliance with HIPAA, HITECH and their implementing regulations.

The UC Appendix –General Data Protection Regulation, dated 8/21/2019 is hereby amended as follows:

Section C.4 is amended to read in full as follows:

Supplier agreements with subcontractors are confidential and its terms are subject to confidentiality provisions.

Section D.3.(i) is amended to delete the word “pseudonymisation”.

Section D.5. is amended to read in full as follows:

In the event of any actual personal data breach related to UC data, the Processor shall notify the Controller to the individual identified below without undue delay following discovery, both orally and in writing, and where feasible, within two (2) calendar days after Processor identifies a personal data breach related to UC data has occurred.

Processor’s notification to the Controller will identify, to the extent available at the time of notification: (i) the nature of the personal data breach, including where possible, the categories and the approximate number of data subjects concerned; (ii) a description of the likely consequences of the personal data breach; and (iii) a description of the measures taken or proposed to be taken to address the personal data breach, including where appropriate, measures to mitigate its possible adverse effects. Processor will provide such other information as reasonably requested by Controller. In the event of a suspected personal data breach, Processor will keep Controller informed regularly of the progress of its investigation until the uncertainty is resolved.

Section D.7. is amended to read in full as follows:

Any personal material data breach that cannot be remediated by Processor, may be grounds for immediate termination of the Agreement by the Controller.

Section D.12 “As applicable,” is added to the beginning of the first sentence.

The University and Supplier hereby agree as follows: “Addendum A, Scope of Processing Data” as well as “Addendum B, Standard Contractual Clause” of the UC Appendix GDPR will be reviewed by Xerox on an engagement basis to determine its applicability.

16. Incorporated Documents
This Agreement and its Incorporated Documents contain the entire agreement between the Parties, in order of the below precedent, concerning its subject matter and shall supersede all prior or other agreements, oral and written declarations of intent and other legal arrangements (whether binding or non-binding) made by the Parties in respect thereof. a. Purchasing Agreement #2020002686
b. UC Terms and Conditions of Purchase Dated 2/27/20
c. UC Terms and Conditions of Equipment Lease Dated 12/15/94 d. UC Appendix – Data Security Dated 8/12/19
e. UC Appendix - Business Associate (HIPAA) Dated 8/2/19 f. UC Appendix – General Data Protection Regulation (GDPR) Dated 8/21/19

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g. UC Appendix – Electronic Commerce Dated 7/18/19
h. Statement of Work – Attachment A
i. Attachment B- Additional Terms Applicable to all Non-University of California Entities j. Xerox Response to “RFP – Print Goods and Services – UC Systemwide”

17. Entire Agreement
The Agreement and its Incorporated Documents contain the entire Agreement between the parties and supersede all prior written or oral agreements with respect to the subject matter herein.

This Agreement can only be signed by an authorized representative with the proper delegation of authority.

THE REGENTS OF THE Xerox Corporation

UNIVERSITY OF CALIFORNIA
________________________________ ___________________________________ (Signature) (Signature)
________________________________ ___________________________________ (Printed Name, Title) (Printed Name, Title)
________________________________ ____________________________________ (Date) (Date)
James B. Quantrille
11/19/2020
Xerox Corporation
___________________________
(Signature)
















Revised 2/27/2020
Terms and Conditions of Purchase
ARTICLE 1 – GENERAL
The equipment, materials, or supplies (“Goods”) and/or services (“Services”) furnished by Supplier (together, the “Goods and Services”) and covered by the UC Purchase Order (“PO”) and/or other agreement (which, when combined with these Terms and Conditions and any other documents incorporated by reference, will constitute the “Agreement”) are governed by the terms and conditions set forth herein.

As used herein, the term "Supplier" includes Supplier and its sub-suppliers at any tier. As used herein, “UC” refers to The Regents of the University of California, a corporation described in California Constitution Art. IX, Sec. 9, on behalf of the UC Locations identified in the Agreement and/or the PO. UC and Supplier individually will be referred to as “Party” and collectively as “Parties.” Any defined terms not defined in these Terms and Conditions of Purchase will have the meaning ascribed to such term in any of the other documents incorporated in and constituting the Agreement. No other terms or conditions will be binding upon the Parties unless accepted by them in writing.

Written acceptance or shipment of all or any portion of the Goods, or the performance of all or any portion of the Services, covered by the Agreement, will constitute Supplier’s unqualified acceptance of all of the Agreement’s terms and conditions. The terms of any proposal referred to in the Agreement are included and made a part of the Agreement only to the extent the proposal specifies the Goods and/or Services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of the Agreement.

ARTICLE 2 – TERM AND TERMINATION
A. As applicable, the term of the Agreement (“Initial Term”) will be stated in the Agreement. Following the Initial Term, the Agreement may be extended by written mutual agreement.

B. UC’s obligation to proceed is conditioned upon the appropriation of state, federal and other sources of funds not controlled by UC ("Funding"). UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation in the event that through no action or inaction on the part of UC, the Funding is withdrawn.

C. UC may, by written notice stating the extent and effective date thereof, terminate the Agreement for convenience in whole or in part, at any time. The effective date of such termination shall be consistent with any requirements for providing notice specified in the Agreement, or immediate if no such terms are set forth in the Agreement. As specified in the termination notice, UC will pay Supplier as full compensation the pro rata Agreement price for performance through the later of the date that (i) UC provided Supplier with notice of termination or (ii) Supplier’s provision of Goods and/or Services will terminate.

D. UC may by written notice terminate the Agreement for Supplier’s breach of the Agreement, in whole or in part, at any time, if Supplier refuses or fails to comply with the provisions of the Agreement, or so fails to make progress as to endanger performance and does not cure such failure within five (5) business days, or fails to supply the Goods and/or Services within the time specified or any written extension thereof. In such event, UC may purchase or otherwise secure Goods and/or Services and, except as otherwise provided herein, Supplier will be liable to UC for any excess costs UC incurs thereby.

E. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix – GDPR will control in the event that one or more appendices are incorporated into the Agreement and conflicts with the provisions of this Article.

ARTICLE 3 – PRICING, INVOICING METHOD, AND SETTLEMENT METHOD AND TERMS.

Pricing is set forth in the Agreement or Purchase Order, and the amount UC is charged and responsible for shall not exceed the amount specified in the Agreement unless UC has given prior written approval. Unless otherwise agreed in writing by UC, Supplier will use the invoicing method and payment settlement method (and will extend the terms applicable to such settlement method) set forth in UC’s Supplier Invoicing, Terms & Settlement Matrix. UC will pay Supplier, upon submission of acceptable invoices, for Goods and/or Services provided and accepted. Invoices must be itemized and reference the Agreement or Purchase Order number. UC will not pay shipping, packaging or handling expenses, unless specified in the Agreement or Purchase Order. Unless otherwise provided, freight is to be FOB destination. Any of Supplier’s expenses that UC agrees to reimburse will be reimbursed under UC’s Travel Policy, which may be found at http://www.ucop.edu/central-travel-management/resources/index.html. Where applicable, Supplier will pay all taxes imposed on Supplier in connection with its performance under the Agreement, including any federal, state and local income, sales, use, excise and other taxes or assessments. Notwithstanding any other provision to the contrary, UC will not be responsible for any fees, interest or surcharges Supplier wishes to impose.

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Terms and Conditions of Purchase
ARTICLE 4 – INSPECTION.

The Goods and/or Services furnished will be exactly as specified in the Agreement, free from all defects in Supplier's performance, design, skill and materials, and, except as otherwise provided in the Agreement, will be subject to inspection and test by UC at all times and places.

If, prior to final acceptance, any Goods and/or Services furnished are found to be incomplete, or not as specified, UC may reject them, require Supplier to correct them at the sole cost of Supplier, or require provision of such Goods and/or Services at a reduction in price that is equitable under the circumstances. If Supplier is unable or refuses to correct such deficiencies within a time UC deems reasonable, UC may terminate the Agreement in whole or in part. Supplier will bear all risks as to rejected Goods and/or Services and, in addition to any costs for which Supplier may become liable to UC under other provisions of the Agreement, will reimburse UC for all transportation costs, other related costs incurred, or payments to Supplier in accordance with the terms of the Agreement for unaccepted Goods and/or Services and materials and supplies incidental thereto. Notwithstanding final acceptance and payment, Supplier will be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 5 – ASSIGNED PERSONNEL; CHARACTER OF SERVICES
Supplier will provide the Services as an independent contractor and furnish all equipment, personnel and materiel sufficient to provide the Services expeditiously and efficiently, during as many hours per shift and shifts per week, and at such locations as UC may so require.

Supplier will devote only its best-qualified personnel to work under the Agreement. Should UC inform Supplier that anyone providing the Services is not working to this standard, Supplier will immediately remove such personnel from providing Services and he or she will not 0again, without UC’s written permission, be assigned to provide Services. At no time will Supplier or Supplier’s employees, sub-suppliers, agents, or assigns be considered employees of UC for any purpose, including but not limited to workers’ compensation provisions. Supplier shall not have the power nor right to bind or obligate UC, and Supplier shall not hold itself out as having such authority. Supplier shall be responsible to UC for all Services performed by Supplier’s employees, agents and subcontractors, including being responsible for ensuring payment of all unemployment, social security, payroll, contributions and other taxes with respect to such employees, agents and subcontractors.

ARTICLE 6 – WARRANTIES
In addition to the warranties set forth in Articles 11, 12, 17, 23, 24, 25 and 26 herein, Supplier makes the following warranties. Supplier acknowledges that failure to comply with any of the warranties in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. General Warranties. Supplier represents, warrants and covenants that: (i) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier’s obligations hereunder; (iii) the Goods and/or Services shall be rendered with promptness and diligence and shall be executed in a skilled manner by competent personnel, in accordance with the prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s hardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or subject to inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems for electronic records are in compliance; and (vi) Supplier agrees that the Goods and/or Services furnished under the Agreement will be covered by the most favorable warranties Supplier gives to any customer for the same or substantially similar goods or services, or such other more favorable warranties as specified in the Agreement. The rights and remedies so provided are in addition to and do not limit any rights afforded to UC by any other article of the Agreement.

B. Permits and Licenses. Supplier agrees to procure all necessary permits or licenses and abide by all applicable laws, regulations and ordinances of the United States and of the state, territory and political subdivision or any other country in which the Goods and/or Services are provided.

C. Federal and State Water and Air Pollution Laws. Where applicable, Supplier warrants that it complies with the requirements in UC Business and Finance Bulletin BUS-56 (Materiel Management; Purchases from Entities Violating State or Federal Water or Air Pollution Laws). Consistent with California Government Code 4477, these requirements do not permit UC to contract with entities in violation of Federal or State water or air pollution laws.

D. Web Accessibility Requirements. As applicable to the Supplies and/or Services being provided under the Agreement, Supplier warrants that:

Revised 2/27/2020
Terms and Conditions of Purchase

1. It complies with California and federal disability laws and regulations; and

2. The Goods and/or Services will conform to the accessibility requirements of WCAG 2.0AA.

3. Supplier agrees to promptly respond to and resolve any complaint regarding accessibility of its Goods and/or Services; E. General Accessibility Requirements. Supplier warrants that:

1. It will comply with California and federal disability laws and regulations;

2. Supplier will promptly respond to remediate to any identified accessibility defects in the Goods and Services to conform to WCAG

2.0 AA; and

3. Supplier agrees to promptly respond to and use reasonable efforts to resolve and remediate any complaint regarding accessibility of its Goods and/or Services.

F. Warranty of Quiet Enjoyment. Supplier warrants that Supplier has the right of Quiet Enjoyment in, and conveys the right of Quiet Enjoyment to UC for UC’s use of, any and all intellectual property that will be needed for Supplier’s provision, and UC’s use of, the Goods and/or Services provided by Supplier under the Agreement.

G. California Child Abuse and Neglect Reporting Act ("CANRA"). Where applicable, Supplier warrants that it complies with CANRA.

H. Debarment and Suspension. Supplier warrants that it is not presently debarred, suspended, proposed for debarment, or declared ineligible for award of federal contracts or participation in federal assistance programs or activities.

I. UC Trademark Licensing Code of Conduct. If the Goods will bear UC’s name (including UC campus names, abbreviations of these names, UC logos, UC mascots, or UC seals) or other trademarks owned by UC, Supplier warrants that it holds a valid license from UC and complies with the Trademark Licensing Code of Conduct policy, available at http://policy.ucop.edu/doc/3000130/TrademarkLicensing.

J. Outsourcing (Public Contract Code section 12147) Compliance. Supplier warrants that if the Agreement will displace UC employees, no funds paid under the Agreement will be used to train workers who are located outside of the United States, or plan to relocate outside the United States as part of the Agreement. Additionally, Supplier warrants that no work will be performed under the Agreement with workers outside the United States, except as described in Supplier’s bid. If Supplier or its sub-supplier performs the Agreement with workers outside the United States during the life of the Agreement and Supplier did not describe such work in its bid, Supplier acknowledges and agrees that (i) UC may terminate the Agreement without further obligation for noncompliance, and (ii) Supplier will forfeit to UC the amount UC paid for the percentage of work that was performed with workers outside the United States and not described in Supplier’s bid.

ARTICLE 7 – INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS A. Goods and/or Services Involving Work Made for Hire.

1. Unless UC indicates that the Goods and/or Services do not involve work made for hire, Supplier acknowledges and agrees that any deliverables provided to UC by Supplier in the performance of the Agreement, and any intellectual property rights therein, (hereinafter the "Deliverables") will be owned by UC. The Deliverables will be considered "work made for hire" under U.S. copyright law and all right, title, and interest to and in such Deliverables including, but not limited to, any and all copyrights or trademarks, will be owned by UC. In the event that it is determined that UC is not the owner of such Deliverables under the "work made for hire" doctrine of U.S. copyright law, Supplier hereby irrevocably assigns to UC all right, title, and interest to and in such Deliverables and any copyrights or trademarks thereto.

2. The Deliverables must be new and original. Supplier must not use any pre-existing copyrightable or trademarked images, writings, or other proprietary materials (hereinafter "Pre-Existing Materials") in the Deliverables without UC’s prior written permission. In the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC with complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

B. Goods and/or Services Not Involving Work Made for Hire.

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1. If the Goods and/or Services do not involve work made for hire, and in the event that Supplier uses any Pre-Existing Materials in the Deliverables in which Supplier has an ownership interest, UC is hereby granted, and will have, a non-exclusive, royalty-free, irrevocable, perpetual, paid-up, worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, perform, display publicly, sell, and otherwise distribute such Pre-Existing Materials in connection with the Deliverables.

2. The Deliverables must be new and original. Supplier must not use any Pre-Existing Materials in the Deliverables without UC’s prior written permission.

3. Whenever any invention or discovery is made or conceived by Supplier in the course of or in connection with the Agreement, Supplier will promptly furnish UC complete information with respect thereto and UC will have the sole power to determine whether and where a patent application will be filed and to determine the disposition of title to and all rights under any application or patent that may result.

4. Supplier is specifically subject to an obligation to, and hereby does, assign all right, title and interest in any such intellectual property rights to UC as well as all right, title and interest in tangible research products embodying any such inventions whether the inventions are patentable or not. Supplier agrees to promptly execute any additional documents or forms that UC may require in order to effectuate such assignment.

C. General. Should the Goods and/or Services become, or in Supplier’s opinion be likely to become, the subject of a claim of infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party, Supplier will provide written notice to UC of the circumstances giving rise to such claim or likely claim. In the event that UC receives notice of a claim of infringement or is made a party to or is threatened with being made a party to any claim of infringement related to the Goods and/or Services, UC will provide Supplier with notice of such claim or threat. Following receipt of such notice, Supplier will either (at Supplier’s sole election) (i) procure for UC the right to continue to use the affected portion of the Goods and/or Services, or (ii) replace or otherwise modify the affected portion of the Goods and/or Services to make them non-infringing, or obtain a reasonable substitute product for the affected portion of the Goods and/or Services, provided that any replacement, modification or substitution under this paragraph does not effect a material change in the Goods and/or Services’ functionality. If none of the foregoing options is reasonably acceptable to UC, UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

D. UC Rights to Institutional Information. Institutional Information shall belong exclusively to UC and unless expressly provided, this Agreement shall not be construed as conferring on Supplier any patent, copyright, trademark, license right or trade secret owned or obtained by UC. Any right for Supplier to use Institutional Information is solely provided on a non-exclusive basis, and only to the extent required for Supplier to provide the Goods or Services under the Agreement. As used herein, “Institutional Information” means any information or data created, received, and/or collected by UC or on its behalf, including but not limited to application logs, metadata and data derived from such data.

ARTICLE 8 – INDEMNITY AND LIABILITY
To the fullest extent permitted by law, Supplier will defend, indemnify, and hold harmless UC, its officers, employees, and agents, from and against all losses, expenses (including, without limitation, reasonable attorneys' fees and costs), damages, and liabilities of any kind resulting from or arising out of the Agreement, including the performance hereunder of Supplier, its officers, employees, agents, sub-suppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control, provided such losses, expenses, damages and liabilities are due or claimed to be due to the acts or omissions of Supplier, its officers, employees, agents, subsuppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier's direction and control. UC agrees to provide Supplier with prompt notice of any such claim or action and to permit Supplier to defend any claim or action, and that UC will cooperate fully in such defense. UC retains the right to participate in the defense against any such claim or action, and the right to consent to any settlement, which consent will not unreasonably be withheld.

In the event Appendix DS applies to this Agreement, Supplier shall reimburse or otherwise be responsible for any costs, fines or penalties imposed against UC as a result of Supplier’s Breach of Institutional Information and/or failure to cooperate with UC’s response to such Breach. As used herein, “Breach” means: (1) any disclosure of Institutional Information to an unauthorized party or in an unlawful manner; (2) unauthorized or unlawful acquisition of information that compromises the security, confidentiality or integrity of Institutional Information and/or IT Resources; and (3) the acquisition, access, use, or disclosure of Protected Health Information or medical information in a manner not permitted under the Health Insurance Portability and Accountability Act (HIPAA) or California law. “IT Resources” means IT infrastructure, cloud services, software, and/or hardware with computing and/or networking capability that is Supplier owned/managed, or UC-owned, or a personally owned device that stores Institutional Information, is connected to UC systems, is connected to UC networks, or is used for UC business.

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ARTICLE 9 – INSURANCE
Supplier, at its sole cost and expense, will insure its activities in connection with providing the Goods and/or Services and obtain, keep in force, and maintain the following insurance with the minimum limits set forth below, unless UC specifies otherwise:

A. Commercial Form General Liability Insurance (contractual liability included) with limits as follows:

1. Each Occurrence $ 1,000,000

2. Products/Completed Operations Aggregate $ 2,000,000

3. Personal and Advertising Injury $ 1,000,000

4. General Aggregate $ 2,000,000
B. Business Automobile Liability Insurance for owned, scheduled, non-owned, or hired automobiles with a combined single limit of not less than one million dollars ($1,000,000) per occurrence. (Required only if Supplier drives on UC premises or transports UC employees, officers, invitees, or agents in the course of supplying the Goods and/or Services to UC.) C. If applicable, Professional Liability Insurance with a limit of two million dollars ($2,000,000) per occurrence or claim with an aggregate of not less than two million dollars ($2,000,000). If this insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement.

D. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence. Workers' Compensation as required by applicable state law and Employer’s Liability with limits of one million dollars ($1,000,000) per occurrence.

E. If applicable, Supplier Fidelity Bond or Crime coverage for the dishonest acts of its employees in a minimum amount of one million dollars ($1,000,000). Supplier will endorse such policy to include a “Regents of the University of California Coverage” or “Joint Payee Coverage” endorsement. UC and, if so requested, UC’s officers, employees, agents and sub-suppliers will be named as "Loss Payee, as Their Interest May Appear” in such Fidelity Bond.

F. In the event Appendix DS applies to this Agreement, Supplier, at its sole cost and expense, will obtain, keep in force, and maintain one or more insurance policies that provide coverage for technology, professional liability, data protection, and/or cyber liability. Typically referred to as Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability insurance, it will cover liabilities for financial loss due to the acts, omissions, or intentional misconduct of Supplier, its officers, employees, agents, subsuppliers, or anyone directly or indirectly employed by Supplier, or any person or persons under Supplier’s direction and control, in connection with the performance of this Agreement, as well as all Supplier costs, including damages it is obligated to pay UC or any third party, that are associated with any confirmed or suspected Breach or compromise of Institutional Information. In some cases, Professional Liability policies may include some coverage for data breaches or loss of Institutional Information. Regardless of the type of policy(ies) in place, such coverage will include without limitation: (i) costs to notify parties whose data were lost or compromised; (ii) costs to provide credit monitoring and credit restoration services to parties whose data were lost or compromised; (iii) costs associated with third party claims arising from the confirmed or suspected Breach or loss of Institutional Information, including litigation costs and settlement costs; (iv) any investigation, enforcement, fines and penalties, or similar miscellaneous costs; and (v) any payment made to a third party as a result of extortion related to a confirmed or suspected Breach. The following insurance coverage is based on the highest Protection Level Classification of Institutional Information identified in Exhibit 1 to Appendix DS:

1. P1 - This insurance policy must have minimum limits of $500,000 each occurrence and $500,000 in the aggregate.

2. P2 - This insurance policy must have minimum limits of $1,000,000 each occurrence and $1,000,000 in the aggregate.

3. P3 and P4, less than 70,000 records - this insurance policy must have minimum limits of $5,000,000 each occurrence and $5,000,000 in the aggregate.

4. P3 and P4, 70,000 or more records - this insurance policy must have minimum limits of $10,000,000 each occurrence and $10,000,000 in the aggregate.

Protection Level Classifications are defined in the UC Systemwide Information Security Classification of Information and IT Resources:
https://security.ucop.edu/policies/institutional-information-and-it-resource-classification.html G. Additional other insurance in such amounts as may be reasonably required by UC against other insurable risks relating to performance.

If the above insurance is written on a claims-made form, it will continue for three years following termination of the Agreement. The insurance will have a retroactive date of placement prior to or coinciding with the effective date of the Agreement. If the above insurance coverage is modified, changed or cancelled, Supplier will provide UC with not less than fifteen (15) days’ advance written notice of such modification, change, or cancellation, and will promptly obtain replacement coverage that complies with this Article.

I. The coverages referred to under A and B of this Article must include UC as an additional insured. It is understood that the coverage and limits referred to under A, B and C of this Article will not in any way limit Supplier’s liability. Supplier will furnish UC with certificates

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of insurance (and the relevant endorsement pages) evidencing compliance with all requirements prior to commencing work under the Agreement. Such certificates will:

1. Indicate that The Regents of the University of California has been endorsed as an additional insured for the coverage referred to under A and B of this Article. This provision will only apply in proportion to and to the extent of the negligent acts or omissions of Supplier, its officers, agents, or employees.

2. Include a provision that the coverage will be primary and will not participate with or be excess over any valid and collectible insurance or program of self-insurance carried or maintained by UC.

ARTICLE 10 – USE OF UC NAME AND TRADEMARKS
Supplier will not use the UC name, abbreviation of the UC name, trade names and/or trademarks (i.e., logos and seals) or any derivation thereof, in any form or manner in advertisements, reports, or other information released to the public, or place the UC name, abbreviations, trade names and/or trademarks or any derivation thereof on any consumer goods, products, or services for sale or distribution to the public, without U C ’ s prior written approval. Supplier agrees to comply at all times with California Education Code Section 92000.

ARTICLE 11 – FEDERAL FUNDS
Supplier who supplies Goods and/or Services certifies and represents its compliance with the following clauses, as applicable. Supplier shall promptly notify UC of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which UC will rely.

A. For commercial transactions involving funds on a federal contract (federal awards governed by the FAR), the following provisions apply, as applicable:

1. FAR 52.203-13, Contractor Code of Business Ethics and Conduct;

2. FAR 52.203-17, Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights;

3. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements;

4. FAR 52.219-8, Utilization of Small Business Concerns;

5. FAR 52.222-17, Non-displacement of Qualified Workers;

6. FAR 52.222-21, Prohibition of Segregated Facilities;

7. FAR 52.222-26, Equal Opportunity;

8. FAR 52.222-35, Equal Opportunity for Veterans;

9. FAR 52.222-36, Equal Opportunity for Workers with Disabilities;

10. FAR 52.222-37, Employment Reports on Veterans;

11. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;

12. FAR 52.222-41, Service Contract Labor Standards;

13. FAR 52.222-50, Combating Trafficking in Persons;

14. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment - Requirements;

15. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services - Requirements;

16. FAR 52.222-54, Employment Eligibility Verification;

17. FAR 52.222-55, Minimum Wages Under Executive Order 13658;

18. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;

19. FAR 52.224-3, Privacy Training;

20. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations;

21. FAR 52.233-1, Disputes; and

22. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.

B. For non-commercial transactions involving funds on a federal contract, the UC Appendix titled ‘Federal Government Contracts Special terms and Conditions (Non-Commercial Items or Services)’ and located at www.ucop.edu/procurement-services/policiesforms/index.html is hereby incorporated herein by this reference.

C. For transactions involving funds on a federal grant or cooperative agreement (federal awards governed by eCFR Title 2, Subtitle A, Chapter II, Part 200) the following provisions apply, as applicable:

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1. Rights to Inventions. If Supplier is a small business firm or nonprofit organization, and is providing experimental, development, or research work under this transaction, Supplier must comply with the requirements of 3 CFR Part 401, “Rights to Inventions Made by nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements”.

2. Clean Air Act. Supplier agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

3. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

4. Procurement of Recovered Materials. If Supplier is a state agency or agency of a political subdivision of a state, then Supplier must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.

D. In these provisions, the term "contractor" as used therein will refer to Supplier, and the terms “Government” or “Contracting Officer” as used therein will refer to UC. Where a purchase of items is for fulfillment of a specific U.S. Government prime or subcontract, additional information and/or terms and conditions may be included in an attached supplement. By submitting an invoice to UC, Supplier is representing to UC that, at the time of submission:

1. Neither Supplier nor its principals are presently debarred, suspended, or proposed for debarment by the U.S. government (see FAR 52.209-6);

2. Supplier has filed all compliance reports required by the Equal Opportunity clause (see FAR 52.222-22); and

3. Any Supplier representations to UC about U.S. Small Business Administration or state and local classifications, including but not limited to size standards, ownership, and control, are accurate and complete.

4. Byrd Anti-Lobbying. Supplier certifies that it will not, and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

ARTICLE 12 – EQUAL OPPORTUNITY AFFIRMATIVE ACTION
Supplier will abide by the requirements set forth in Executive Orders 11246 and 11375. Where applicable, Supplier will comply with 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), incorporated by reference with this statement: “This contractor and subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.” With respect to activities occurring in the State of California, Supplier agrees to adhere to the California Fair Employment and Housing Act. Supplier will provide UC on request a breakdown of its labor force by groups as specified by UC, and will discuss with UC its policies and practices relating to its affirmative action programs. Supplier will not maintain or provide facilities for employees at any establishment under its control that are segregated on a basis prohibited by federal law. Separate or single-user restrooms and necessary dressing or sleeping areas must be provided, however, to ensure privacy.

ARTICLE 13 – LIENS
Supplier agrees that upon UC’s request, Supplier will submit a sworn statement setting forth the work performed or material furnished by sub-suppliers and material men, and the amount due and to become due to each, and that before the final payment called for under the Agreement, will upon UC’s request submit to UC a complete set of vouchers showing what payments have been made for such work performed or material furnished. Supplier will promptly notify UC in writing, of any claims, demands, causes of action, liens or suits brought to its attention that arise out of the Agreement. UC will not make final payment until Supplier, if required, delivers to UC a complete release of all liens arising out of the Agreement, or receipts in full in lieu thereof, as UC may require, and if required in either case, an affidavit that as far as it has knowledge or information, the receipts include all the labor and materials for which a lien could be filed; but Supplier may, if any sub-supplier refuses to furnish a release or receipt in full, furnish a bond satisfactory to UC to indemnify it against any claim by lien or otherwise. If any lien or claim remains unsatisfied after all payments are made, Supplier will refund to UC all monies that UC may be compelled to pay in discharging such lien or claim, including all costs and reasonable attorneys' fees.

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ARTICLE 14 – PREMISES WHERE SERVICES ARE PROVIDED
A. Cleaning Up. Supplier will at all times keep UC premises where the Services are performed and adjoining premises free from accumulations of waste material or rubbish caused by its employees or work of any of its sub-suppliers, and, at the completion of the Services; will remove all rubbish from and about the premises and all its tools, scaffolding, and surplus materials, and will leave the premises "broom clean" or its equivalent, unless more exactly specified. In case of dispute between Supplier and its sub-suppliers as to responsibility for the removal of the rubbish, or if it is not promptly removed, UC may remove the rubbish and charge the cost to Supplier.

B. Environmental, Safety, Health and Fire Protection. Supplier will take all reasonable precautions in providing the Goods and Services to protect the health and safety of UC employees and members of the public and to minimize danger from all hazards to life and property, and will comply with all applicable environmental protection, health, safety, and fire protection regulations and requirements (including reporting requirements). In the event that Supplier fails to comply with such regulations and requirements, UC may, without prejudice to any other legal or contractual rights of UC, issue an order stopping all or any part of the provision of the Goods and/or Services; thereafter a start order for resumption of providing the Goods and/or Services may be issued at UC’s discretion.

Supplier will not be entitled to make a claim for extension of time or for compensation or damages by reason of or in connection with such stoppage. Supplier will have sole responsibility for the safety of all persons employed by Supplier and its sub-suppliers on UC premises, or any other person who enters upon UC premises for reasons relating to the Agreement. Supplier will at all times maintain good order among its employees and all other persons who come onto UC's premises at Supplier's request and will not engage any unfit or unskilled person to provide the Goods and/or Services. Supplier will confine its employees and all other persons who come onto UC's premises at Supplier's request or for reasons relating to the Agreement and its equipment to that portion of UC's premises where the Services are to be provided or to roads leading to and from such work sites, and to any other area which UC may permit Supplier to use. Supplier will take all reasonable measures and precautions at all times to prevent injuries to or the death of any of its employees or any other person who enters upon UC premises at Supplier’s request. Such measures and precautions will include, but will not be limited to, all safeguards and warnings necessary to protect workers and others against any conditions on the premises that could be dangerous and to prevent accidents of any kind whenever the Goods and/or Services are being provided in proximity to any moving or operating machinery, equipment or facilities, whether such machinery, equipment or facilities are the property of or are being operated by, Supplier, its sub-suppliers, UC or other persons. To the extent compliance is required, Supplier will comply with all relevant UC safety rules and regulations when on UC premises.

C. Tobacco-free Campus. UC is a tobacco-free institution. Use of cigarettes, cigars, oral tobacco, electronic cigarettes and all other tobacco products is prohibited on all UC owned or leased sites.

ARTICLE 15 – LIABILITY FOR UC - FURNISHED PROPERTY
Supplier assumes complete liability for any materials UC furnishes to Supplier in connection with the Agreement and Supplier agrees to pay for any UC materials Supplier damages or otherwise is not able to account for to UC's satisfaction. UC furnishing to Supplier any materials in connection with the Agreement will not, unless otherwise expressly provided in writing by UC, be construed to vest title thereto in Supplier.

ARTICLE 16 – COOPERATION
Supplier and its sub-suppliers, if any, will cooperate with UC and other suppliers and will so provide the Services that other cooperating suppliers will not be hindered, delayed or interfered with in the progress of their work, and so that all of such work will be a finished and complete job of its kind.

ARTICLE 17 – ADDITIONAL TERMS APPLICABLE TO THE FURNISHING OF GOODS The terms in this Article have special application to the furnishing of Goods:

A. Price Decreases. Supplier agrees immediately to notify UC of any price decreases from its suppliers, and to pass through to UC any price decreases.

B. Declared Valuation of Shipments. Except as otherwise provided in the Agreement, all shipments by Supplier under the Agreement for UC's account will be made at the maximum declared value applicable to the lowest transportation rate or classification and the bill of lading will so note.

C. Title. Title to the Goods purchased under the Agreement will pass directly from Supplier to UC at the f.o.b. point shown, or as otherwise specified in the Agreement, subject to UC’s right to reject upon inspection.

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D. Changes. Notwithstanding the terms in Article 34, Amendments, UC may make changes within the general scope of the Agreement in drawings and specifications for specially manufactured Goods, place of delivery, method of shipment or packing of the Agreement by giving notice to Supplier and subsequently confirming such changes in writing. If such changes affect the cost of or the time required for performance of the Agreement, UC and Supplier will agree upon an equitable adjustment in the price and/or delivery terms.

Supplier may not make changes without UC’s written approval. Any claim of Supplier for an adjustment under the Agreement must be made in writing within thirty (30) days from the date Supplier receives notice of such change unless UC waives this condition in writing. Nothing in the Agreement will excuse Supplier from proceeding with performance of the Agreement as changed hereunder.

Supplier may not alter or misbrand, within the meaning of the applicable Federal and State laws, the Goods furnished.

E. Forced, Convict and Indentured Labor. Supplier warrants that no foreign-made Goods furnished to UC pursuant to the Agreement will be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. If UC determines that Supplier knew or should have known that it was breaching this warranty, UC may, in addition to terminating the Agreement, remove Supplier from consideration for UC contracts for a period not to exceed one year. This warranty is in addition to any applicable warranties in Articles 6 and 11.

F. Export Control. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification that identifies the export-controlled Goods and such Goods’ export classification if any of the Goods is export-controlled under the International Traffic in Arms Regulations (ITAR) (22 CFR §§ 120-130), the Export Administration Regulations (15 CFR §§ 730-774) 500 or 600 series, or controlled on a military strategic goods list. Supplier agrees to provide UC (the contact listed on the Purchase Order) with written notification if Supplier will be providing information necessary for the operation, installation (including on-site installation), maintenance (checking), repair, overhaul, and refurbishing of the Goods that is beyond a standard user manual (i.e. ”Use” technology as defined under the EAR 15 CFR § 772.1), or “Technical Data” (as defined under the ITAR 22 CFR § 120.10).

ARTICLE 18 – CONFLICT OF INTEREST
Supplier affirms that, to the best of Supplier’s knowledge, no UC employee who has participated in UC’s decision-making concerning the Agreement has an “economic interest” in the Agreement or Supplier. A UC employee’s “economic interest” means:

A. An investment worth $2,000 or more in Supplier or its affiliate; B. A position as director, officer, partner, trustee, employee or manager of Supplier or its affiliate; C. Receipt during the past 12 months of $500 in income or $440 in gifts from Supplier or its affiliate; or D. A personal financial benefit from the Agreement in the amount of $250 or more.

In the event of a change in these economic interests, Supplier will provide written notice to UC within thirty (30) days after such change, noting such changes. Supplier will not be in a reporting relationship to a UC employee who is a near relative, nor will a near relative be in a decision making position with respect to Supplier.

ARTICLE 19 – AUDIT REQUIREMENTS
The Agreement, and any pertinent records involving transactions relating to this Agreement, is subject to the examination and audit of the Auditor General of the State of California or Comptroller General of the United States or designated Federal authority for a period of up to five (5) years after final payment under the Agreement. UC, and if the underlying grant, cooperative agreement or federal contract so provides, the other contracting Party or grantor (and if that be the United States or an instrumentality thereof, then the Comptroller General of the United States) will have access to and the right to examine Supplier’s pertinent books, documents, papers, and records involving transactions and work related to the Agreement until the expiration of five (5) years after final payment under the Agreement. The examination and audit will be confined to those matters connected with the performance of the Agreement, including the costs of administering the Agreement.

ARTICLE 20 – PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION A. Prohibition on Access, Use and Disclosure of Institutional Information. Supplier will not access, use or disclose Institutional Information, other than to carry out the purposes for which UC disclosed the Institutional Information to Supplier, except as required by applicable law, or as otherwise authorized in writing by UC prior to Supplier’s disclosure. Supplier shall have the limited right to disclose Institutional Information to Supplier’s employees provided that: (i) Supplier shall disclose only such Institutional Information as is necessary for the Supplier to perform its obligations under this Agreement, and (ii) Supplier informs such employees of the obligations governing the access, use and disclosure of Institutional Information prior to Supplier’s disclosure. Supplier shall be liable

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for any breach of this Agreement by its employees. For avoidance of doubt, this provision prohibits Supplier from using for its own benefit Institutional Information and any information derived therefrom. For the avoidance of doubt, the sale of Institutional Information is expressly prohibited.

B. Compliance with Applicable Laws and Industry Best Practices. Supplier agrees to comply with all applicable state, federal, and foreign laws, as well as industry best practices, governing the collection, access, use, disclosure, safeguarding and destruction of Institutional Information. Supplier agrees to protect the privacy and security of Institutional Information according to all applicable laws and industry best practices, and no less rigorously than it protects its own information, but in no case less than reasonable care.

C. Confidential Institutional Information. Supplier agrees to hold UC’s Confidential Institutional Information, and any information derived therefrom, in strict confidence. Confidential Institutional Information shall be defined as any Institutional Information which is (i) marked as “Confidential” at the time of disclosure; (ii) if disclosed orally, identified at the time of such oral disclosure as confidential, and reduced to writing as “Confidential” within thirty (30) days of such oral disclosure; and (iii) if not marked as “Confidential,” information that would be considered by a reasonable person in the relevant field to be confidential given its content and the circumstances of its disclosure. Confidential Information will not be considered confidential to the extent that: (i) Supplier can demonstrate by written records was known to Supplier prior to the effective date of the Agreement; (ii) is currently in, or in the future enters, the public domain other than through a breach of the Agreement or through other acts or omissions of Supplier; (iii) is obtained lawfully from a third party; or (iv) is disclosed under the California Public Records Act or legal process. For the avoidance of doubt, as applicable to Supplier’s Services, Confidential Institutional Information may include any information that identifies or is capable of identifying a specific individual, including but not limited to:

1. Personally identifiable information,

2. Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 C.F.R. § 160.103),

3. Medical information as defined by California Civil Code § 56.05,

4. Cardholder data,

5. Student records, or

6. Individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to:
a. Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); b. The federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); c. The federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); d. The federal Fair and Accurate Credit Transactions Act (15 U.S.C. § 1601 et seq.); e. The Fair Credit Reporting Act (15 U.S.C. § 1681 et seq), and f. Applicable international privacy laws, including, but not limited to the General Data Protection Regulation.

D. Required Disclosures of Institutional Information. If Supplier is required by a court of competent jurisdiction or an administrative body to disclose Institutional Information, Supplier will notify UC in writing immediately upon receiving notice of such requirement and prior to any such disclosure (unless Supplier is prohibited by law from doing so), to give UC an opportunity to oppose or otherwise respond to such disclosure. To the extent Supplier still required to disclose Institutional Information, Supplier will furnish only that portion that is legally required and will exercise all reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to any Confidential Institutional Information.

E. No Offshoring. Supplier’s transmission, transportation or storage of Institutional Information outside the United States, or access of Institutional Information from outside the United States, is prohibited except with prior written authorization by UC.

F. Conflict in Terms. UC’s Appendix – Data Security, Appendix – BAA, and/or Appendix GDPR will control in the event that one or more appendices is incorporated into the Agreement and conflicts with the provisions of this Article.

G. Acknowledgement. Supplier acknowledges that remedies at law would be inadequate to protect UC against any actual or threatened breach of this Section by Supplier, and, without prejudice to any other rights and remedies otherwise available to UC, Supplier agrees to the granting of injunctive relief in UC’s favor without proof of actual damages.

ARTICLE 21 – UC WHISTLEBLOWER POLICY
UC is committed to conducting its affairs in compliance with the law, and has established a process for reporting and investigating suspected improper governmental activities. Please visit http://www.ucop.edu/uc-whistleblower/ for more information.

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ARTICLE 22 – SUSTAINABLE PROCUREMENT GUIDELINES
Supplier will conduct business using environmentally, socially, and economically sustainable products and services (defined as products and services with a lesser or reduced effect on human health and the environment, and which generate benefits to the University as well as to society and the economy, while remaining within the carrying capacity of the environment), to the maximum possible extent consistent with the Agreement, and with the University of California Sustainable Practices Policy (https://policy.ucop.edu/doc/3100155) and the University of California Sustainable Procurement Guidelines:
(https://www.ucop.edu/procurement-services/_files/sustainableprocurementguidelines.pdf).

In accordance with the University of California Sustainable Practices Policy, Supplier will adhere to the following requirements and standards, as applicable. Supplier acknowledges that failure to comply with any of the sustainability standards and requirements in the Agreement will constitute a material breach of the Agreement and UC will have the right to terminate the Agreement without damage, penalty, cost or further obligation.

A. Sustainability Marketing Standards. Supplier sustainability related claims, where applicable, must meet UC recognized certifications and standards set forth in the UC Sustainable Procurement Guidelines and/or meet the standards of Federal Trade Commission’s (FTC) Green Guides.

B. Electronic Transfer of Supplier Information. Suppliers, when interacting with the UC, shall be prohibited from providing hard copies of presentations, marketing material, or other informational materials. Suppliers will be required to present all information in electronic format that is easily transferable to UC staff. Materials may be provided in hard copy or physical format if specifically required or requested by a UC representative.

C. Packaging Requirements. All packaging must be compliant with the Toxics in Packaging Prevention Act (AB 455) and must meet all additional standards and requirements set forth in the UC Sustainable Practices Policy. In addition, UC requires that all packaging meet at least one of the criteria listed below:

1. Uses bulk packaging;

2. Uses reusable packaging (e.g. totes reused by delivery service for next delivery);

3. Uses innovative packaging that reduces the weight of packaging, reduces packaging waste, or utilizes packaging that is a component of the product;

4. Maximizes recycled content and/or meets or exceeds the minimum post-consumer content level for packaging in the U.S.

Environmental Protection Agency Comprehensive Procurement Guidelines;

5. Uses locally recyclable or certified compostable material.

D. Foodservice Foam Ban. As of 2018, the University no longer allows packaging foam or expanded polystyrene (EPS) for takeaway containers or other food service items, in any University-owned or -operated food service facility.

E. Product Packaging Foam Ban. Beginning January 1st, 2020, the University will prohibit all contracted and non-contracted suppliers from selling or distributing packaging foam (other than that utilized for laboratory supply or medical packaging) to UC campuses.

Packaging foam is defined as any open or closed cell, solidified, polymeric foam used for cushioning or packaging, including but not limited to: low-density polyethylene foam, polypropylene foam, polystyrene foam (i.e. expanded polystyrene (EPS)), polyurethane foam, polyethylene foam, polyvinyl chloride (PVC) foam, and microcellular foam. Not included in this ban are easily biodegradable, plant-based foams such as those derived from corn or mushrooms.

F. E-Waste Recycling Requirements. All recyclers of UC electronic equipment must be e-Steward certified by the Basel Action Network (BAN).

G. Hosted and Punch-out Catalog Requirements. Suppliers enabled with eProcurement hosted catalog functionality must clearly identify products with UC-recognized certifications, as defined by the UC Sustainable Procurement Guidelines, in both hosted and punch-out catalog e-procurement environments.

ARTICLE 23 – PATIENT PROTECTION AND AFFORDABLE CARE ACT (PPACA) EMPLOYER SHARED RESPONSIBILITY If the Services involve Supplier furnishing UC with temporary or supplementary staffing, Supplier warrants that:

A. If Supplier is an Applicable Large Employer (as defined under Treasury Regulation Section 54.4980H-1(a)(4)):

1. Supplier offers health coverage to its full-time employees who are performing Services for UC;

2. Supplier’s cost of enrolling such employees in Supplier’s health plan is factored into the fees for the Services; and

3. The fees for the Services are higher than what the Services would cost if Supplier did not offer health coverage to such full-time employees.

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B. If Supplier is not an Applicable Large Employer (as defined above):

1. Supplier offers group health coverage to its full-time employees who are performing Services for UC and such coverage is considered Minimum Essential Coverage (as defined under Treasury Regulation Section 1-5000A-2) and is Affordable (as defined under Treasury Regulation Section 54.4980H-5(e)); or

2. Supplier’s full-time employees who are performing services for UC have individual coverage and such coverage satisfies the PPACA requirements for mandated individual coverage.

Supplier acknowledges that UC is relying on these warranties to ensure UC’s compliance with the PPACA Employer Shared Responsibility provision.

ARTICLE 24 - PREVAILING WAGES
Unless UC notifies Supplier that the Services are not subject to prevailing wage requirements, Supplier will comply, and will ensure that all sub-suppliers comply, with California prevailing wage provisions, including but not limited to those set forth in Labor Code sections 1770, 1771, 1771.1, 1772, 1773, 1773.1, 1774, 1775, 1776, 1777.5, and 1777.6. For purposes of the Agreement, the term “sub-supplier” means a person or firm, of all tiers, that has a contract with Supplier or with a sub-supplier to provide a portion of the Services. The term subsupplier will not include suppliers, manufacturers, or distributors. Specifically, and not by way of limitation, if apprenticable occupations are involved in providing the Services, Supplier will be responsible for ensuring that Supplier and any sub-suppliers comply with Labor Code Section 1777.5. Supplier and sub-supplier may not provide the Services unless currently registered and qualified to perform public work pursuant to Labor Code Section 1725.5 and 1771.1. Notwithstanding the foregoing provisions, Supplier will be solely responsible for tracking and ensuring proper payment of prevailing wages regardless if Services are partially or wholly subject to prevailing wage requirements. In every instance, Supplier will pay not less than the UC Fair Wage (defined as $13 per hour as of 10/1/15, $14 per hour as of 10/1/16, and $15 per hour as of 10/1/17) for Services being performed at a UC Location (defined as any location owned or leased by UC).

The California Department of Industrial Relations (DIR) has ascertained the general prevailing per diem wage rates in the locality in which the Services are to be provided for each craft, classification, or type of worker required to provide the Services. A copy of the general prevailing per diem wage rates will be on file at each UC Location’s procurement office, and will be made available to any interested party upon request. Supplier will post at any job site:

A. Notice of the general prevailing per diem wage rates, and B. Any other notices required by DIR rule or regulation.

By this reference, such notices are made part of the Agreement. Supplier will pay not less than the prevailing wage rates, as specified in the schedule and any amendments thereto, to all workers employed by Supplier in providing the Services. Supplier will cause all subcontracts to include the provision that all sub-suppliers will pay not less than the prevailing rates to all workers employed by such subsuppliers in providing the Services. The Services are subject to compliance monitoring and enforcement by the DIR. Supplier will forfeit, as a penalty, not more than $200 for each calendar day or portion thereof for each worker that is paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any portion of the Services provided by Supplier or any sub-supplier. The amount of this penalty will be determined pursuant to applicable law. Such forfeiture amounts may be deducted from the amounts due under the Agreement. If there are insufficient funds remaining in the amounts due under the Agreement, Supplier will be liable for any outstanding amount remaining due. Supplier will also pay to any worker who was paid less than the prevailing wage rate for the work or craft for which the worker was employed for any portion of the Services, for each day, or portion thereof, for which the worker was paid less than the specified prevailing per diem wage rate, an amount equal to the difference between the specified prevailing per diem wage rate and the amount which was paid to the worker. Review of any civil wage and penalty assessment will be made pursuant to California Labor Code section 1742.

ARTICLE 25 – FAIR WAGE/FAIR WORK
If the Agreement is for Services that will be performed at one or more UC Locations, does not solely involve furnishing Goods, and are not subject to extramural awards containing sponsor-mandated terms and conditions, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in Articles 11, 12 and 14 herein, and that Supplier pays its employees performing the Services no less than the UC Fair Wage. Supplier agrees UC may conduct such UC Fair Wage/Fair Work interim compliance audits as UC reasonably requests, as determined in UC’s sole discretion. Supplier agrees to post UC

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Fair Wage/Fair Work notices, in the form supplied by UC, in public areas (such as break rooms and lunch rooms) frequented by Supplier employees who perform Services.

For Services rendered (actual spend) not subject to prevailing wage requirements in excess of $100,000 in a year (under the Agreement or any combination of agreements for the same service), Supplier will (i) at Supplier’s expense, provide an annual independent verification (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html) performed by a licensed public accounting firm (independent accountant) or the Supplier’s independent internal audit department (http://na.theiia.org/standardsguidance/topics/Pages/Independence-and-Objectivity.aspx) in compliance with UC’s required verification standards and procedures (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resources-suppliers.html), concerning Supplier’s compliance with this provision, and (ii) ensure that in the case of a UC interim audit, its independent accountant/independent internal auditor makes available to UC its UC Fair Wage/Fair Work work papers for the most recent verification period. Supplier agrees to provide UC with a UC Fair Wage/Fair Work verification annually, in a form acceptable to UC, no later than ninety days after the end of the 12-month period in which $100,000 in spend is reached.

The Fair Wage Fair Work annual independent verification requirement does not extend to contracts for professional services or consulting for which pre-certification has been provided to UC (https://www.ucop.edu/procurement-services/for-suppliers/fwfw-resourcessuppliers.html). Please see the UC Procurement/Supply Chain Management Policy BUS-43 (https://www.ucop.edu/procurementservices/policies-forms/business-and-finance/index.html) for the definition of professional services and consulting.

ARTICLE 26 – MEDICAL DEVICES
This Article applies when the Goods and/or Services involve UC purchasing or leasing one or more medical devices from Supplier, or when Supplier uses one or more medical devices in providing Goods and/or Services to UC.

Medical Device as used herein will have the meaning provided by the U.S. Food and Drug Administration (“FDA”) and means an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is: (i) recognized in the official National Formulary, or the United States Pharmacopoeia, or any supplement to them; (ii) intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in humans or other animals, or (iii) intended to affect the structure or any function of the body of humans or other animals, and which does not achieve any of its primary intended purposes through chemical action within or on the body of humans or other animals and which is not dependent upon being metabolized for the achievement of any of its primary intended purposes.

Supplier warrants that prior to UC’s purchase or lease of any Medical Device or Supplier’s use of any Medical Device in providing Goods and/or Services hereunder, Supplier will: (i) perform security testing and validation for each such Goods and/or Services or Medical Device, as applicable; (ii) perform security scans to detect malware on any software embedded within any Goods and/or Services or Medical Device, as applicable, in order to verify that the software does not contain any known malware; (iii) conduct a vulnerability scan encompassing all ports and fuzz testing; and (iv) provide UC with reports for (i) – (iii). Supplier warrants that any Good or Medical Device is compliant with FDA’s most current guidance or regulation for the quality system related to the cybersecurity and the Management of Cybersecurity in Medical Devices, and that Supplier will maintain compliance with any updates to such guidance or regulations.

Throughout Supplier’s performance of this Agreement, Supplier will provide UC with reasonably up-to-date patches, firmware and security updates for any Medical Device provided to UC, and any other Medical Device used in the course of providing Services, as applicable. All such patches and other security updates will be made available to UC within thirty (30) days of its commercial release or as otherwise recommended by Supplier or Supplier’s sub-supplier, whichever is earlier.

Supplier warrants that all software and installation media not specifically required for any Medical Device used by Supplier or Goods and/or Services delivered to UC under this Agreement as well as files, scripts, messaging services and data will be removed from all such Goods and/or Services or Medical Device following installation, and that all hardware ports and drivers not required for use or operation of such Goods and/or Services or Medical Device will be disabled at time of installation. In addition, Medical Devices must be configured so that only Supplier-approved applications will run on such Medical Devices.

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Supplier agrees that UC may take any and all actions that it, in its sole discretion, deems necessary to address, mitigate and/or rectify any real or potential security threat, and that no such action, to the extent such action does not compromise device certification, will impact, limit, reduce or negate Supplier’s warranties or any of Supplier’s other obligations hereunder.

Supplier warrants that any Medical Device provided to UC, and any other Medical Device used in the course of providing such Goods and/or Services, meet and comply with all cyber-security guidance and similar standards promulgated by the FDA and any other applicable regulatory body.

If the Goods and/or Services entail provision or use of a Medical Device, Supplier will provide UC with a completed Manufacturer Disclosure Statement for Medical Device Security (MDS2) form for each such Medical Device before UC is obligated to purchase or lease such Medical Device or prior to Supplier’s use of such device in its performance of Services. If Supplier provides an MDS2 form to UC concurrently with its provision of Goods and/or Services, UC will have a reasonable period of time to review such MDS2 form, and if the MDS2 form is unacceptable to UC, then UC in its sole discretion may return the Goods or terminate the Agreement with no further obligation to Supplier.

ARTICLE 27 – FORCE MAJEURE
Neither Party will be liable for delays due to causes beyond the Party’s control (including, but not restricted to, war, civil disturbances, earthquakes, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather).

ARTICLE 28 – ASSIGNMENT AND SUBCONTRACTING
Except as to any payment due hereunder, Supplier may not assign or subcontract the Agreement without UC’s written consent. In case such consent is given, the assignee or subcontractor will be subject to all of the terms of the Agreement.

ARTICLE 29 – NO THIRD-PARTY RIGHTS
Nothing in the Agreement, express or implied, is intended to make any person or entity that is not a signer to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

ARTICLE 30 – OTHER APPLICABLE LAWS
Any provision required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulations will be deemed to be incorporated herein.

ARTICLE 31 – NOTICES
A Party must send any notice required to be given under the Agreement by overnight delivery or by certified mail with return receipt requested, to the other Party’s representative at the address specified by such Party.

ARTICLE 32 – SEVERABILITY
If a provision of the Agreement becomes, or is determined to be, illegal, invalid, or unenforceable, that will not affect the legality, validity or enforceability of any other provision of the Agreement or of any portion of the invalidated provision that remains legal, valid, or enforceable.

ARTICLE 33 – WAIVER
Waiver or non-enforcement by either Party of a provision of the Agreement will not constitute a waiver or non-enforcement of any other provision or of any subsequent breach of the same or similar provision.

ARTICLE 34 – AMENDMENTS
The Parties may make changes in the Goods and/or Services or otherwise amend the Agreement, but only by a writing signed by both Parties’ authorized representatives. In the event there is a Material Change to the Agreement, the parties agree to meet and confer in good faith in order to modify the terms of the Agreement. A Material Change as used herein refers to:

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A. A change to the scope of Goods and/or Services to be provided by Supplier, as agreed to by UC; B. A change in the Institutional Information Supplier is required to create, receive, maintain or transmit in performance of the Agreement, such that the Protection Level Classification of such Institutional Information changes; C. Changes in the status of the parties;
D. Changes in flow down terms from external parties; and E. Changes in law or regulation applicable to this Agreement.

Each party shall notify the other party upon the occurrence of a Material Change.

ARTICLE 35 – GOVERNING LAW AND VENUE
California law will control the Agreement and any document to which it is appended. The exclusive jurisdiction and venue for any and all actions arising out of or brought under the Agreement is in a state court of competent jurisdiction, situated in the county in the State of California in which the UC Location is located or, where the procurement covers more than one UC Location, the exclusive venue is Alameda County, California.

ARTICLE 36 – ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS Supplier will make itself and its employees, subcontractors, or agents assisting Supplier in the performance of its obligations reasonably available to UC at no cost to UC to testify as witnesses, or otherwise, in the event of investigations, or proceedings against UC, its directors, officers, agents, or employees relating to the Goods or Services.

ARTICLE 37 – SUPPLIER TERMS
Any additional terms that Supplier includes in an order form or similar document will be of no force and effect, unless UC expressly agrees in writing to such terms.

ARTICLE 38 – SURVIVAL CLAUSE
Upon expiration or termination of the Agreement, the following provisions will survive: WARRANTIES; INTELLECTUAL PROPERTY, COPYRIGHT, PATENTS, AND DATA RIGHTS; INDEMNITY AND LIABILITY; USE OF UC NAMES AND TRADEMARKS; LIABILITY FOR UC-FURNISHED PROPERTY; COOPERATION; TERMS APPLICABLE TO THE FURNISHING OF GOODS; AUDIT REQUIREMENTS; PROHIBITION ON UNAUTHORIZED USE OR DISCLOSURE OF INSTITUTIONAL INFORMATION; GOVERNING LAW AND VENUE, and, to the extent incorporated into the Agreement, the terms of the APPENDIX–DATA SECURITY, APPENDIX–BAA, and/or APPENDIX-GDPR.

ARTICLE 39 – CONTRACTING FOR COVERED SERVICES
Covered Services, for the purpose of this Agreement, are defined as work customarily performed by bargaining unit employees at the University in the categories of services described in Regents Policy 5402, and American Federation of State, County, and Municipal Employees (AFSCME) Collective Bargaining Agreement Article 5. Covered Services include, but are not necessarily limited to, the following services: cleaning, custodial, janitorial, or housekeeping services; food services; laundry services; grounds keeping; building maintenance (excluding skilled crafts); transportation and parking services; and security services.

Unless UC notifies Supplier that the Services are not Covered Services, Supplier warrants that it is in compliance with applicable federal, state and local working conditions requirements, including but not limited to those set forth in in other Articles of the Agreement. In accordance with Regents Policy 5402 and AFSCME Collective Bargaining Agreement Article 5, Supplier also warrants that it pays its employees performing the Covered Services at UC locations the equivalent value of the wages and benefits – as determined in the Wage and Benefit Parity Appendix – received by UC employees providing similar services at the same, or nearest UC location.

Supplier agrees UC may conduct such compliance audits as UC reasonably requests, and determined at UC’s sole discretion. Supplier agrees to post UC Contracting for Covered Services notices, in the template supplied by UC, in a prominent and accessible place (such as break rooms and lunch rooms) where it may be easily seen by workers who perform Covered Services. The term "Supplier" includes Supplier and its Sub-Suppliers at any tier. Supplier also agrees to:

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(a) upon UC’s request, provide verification of an independent audit performed by Supplier’s independent auditor or independent internal audit department (http://na.theiia.org/standards-guidance/topics/Pages/Independence-and-Objectivity.aspx) and at Supplier’s expense; and
(b) ensure that, in the case of a UC interim audit, Supplier’s auditor makes available to UC its Contracting for Covered Services work papers for the most recently audited time period. Supplier agrees to provide UC requested verification, in a form acceptable to UC, no later than ninety days after receiving UC’s request.

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 1

TERMS AND CONDITIONS OF EQUIPMENT LEASE
ARTICLE 1 - GENERAL. For the purpose of these terms and conditions, the terms "University", "Lessor" and "Order" shall hereinafter be defined as follows:

A. University: The Regents of the University of California.

B. Lessor: The grantor of the use of personal property by lease.

C. Order: A straight lease or rental agreement, with or without option to purchase, as indicated on the purchase order.

The equipment, supplies and services covered by this order shall be furnished by Lessor subject to all the terms and conditions set forth in this order including the following, which Lessor, in accepting this order agrees to be bound by and to comply with in all particulars and no other terms or conditions shall be binding upon the parties unless hereafter accepted by them in writing. Written acceptance or shipment of all or any portion of the materials or supplies or the performance of all or any portion of the services covered by this order shall constitute unqualified acceptance of all its terms and conditions. The terms of any proposal referred to in this order are included and made a part of the order only to the extent it specifies the equipment, supplies and services ordered, the price therefor, and the delivery thereof, and then only to the extent that such terms are consistent with the terms and conditions of this order.

ARTICLE 2 - INSPECTION. The equipment, supplies and services furnished shall be exactly as specified in this order, free from all defects in manufacturer's design, workmanship and materials, and, except as otherwise provided in this order, shall be subject to inspection and testing by University at all times and places. If, prior to final acceptance, any equipment, supplies or services are found to be defective or not as specified, University may reject them, require Lessor to correct them without charge, or require delivery of such equipment, supplies, or services at a reduction in price which is equitable under the circumstances. If Lessor is unable or refuses to correct such items within a time deemed reasonable to University, University may terminate the order in whole or in part. Lessor shall bear all risks as to rejected equipment, supplies and services and, in addition to any costs for which Lessor may become liable to University under other provisions of this order, shall reimburse University for all transportation costs, other related costs incurred, or payments to Lessor in accordance with the terms of this order for unaccepted equipment, supplies and services. Notwithstanding final acceptance and payment Lessor shall be liable for latent defects, fraud or such gross mistakes as amount to fraud.

ARTICLE 3 - TERMS OF USE. Except as otherwise provided on the face of this order, the specified rental payments shall entitle University to unlimited use and operation of said equipment at any time and any place and for any period of time at the convenience of University (exclusive of the time required for preventive and remedial maintenance) and shall not be restricted to consecutive hours, length of personnel shifts, or any other restrictions.

ARTICLE 4 - CHANGES. No change to the lease shall be allowed without written approval of University. Any claim of Lessor for an adjustment under this Article must be made in writing within thirty (30) days from the date of receipt notification of such change unless University waives this condition in writing. Nothing in the Article shall excuse Lessor from proceeding with performance of the order as changed hereunder.

ARTICLE 5 - TERMINATION. University may at its option, by written notice stating the extent and effective date, terminate this order at the anniversary date of the lease or at the end of any fiscal year in whole or in part in the event the funding agency does not appropriate sufficient funds to continue the lease payments.

University may by written notice terminate this order for Lessor's default, in whole or in part, at any time, if Lessor refuses or fails to comply with the provisions of this order, or so fails to make progress as to endanger performance and does not cure such failure within a reasonable period of time, or fails to make deliveries of said equipment or supplies or perform the services within the time specified or any written extension thereof.

In the event University defaults in the payment of any amount due or to become due under the terms of the lease or defaults in the performance of any of the terms and conditions hereof, all the University's rights hereunder as to use and possession of the equipment shall, at the option of Lessor, terminate and Lessor shall become entitled to retain all rentals and to take possession of the property, provided however, that in such event neither Lessor nor University shall have the right to rent said equipment to any third party so long as it remains on the premises of University.

ARTICLE 6 - TITLE. Lessor covenants that it is the sole owner of said property, and that no other person, party, firm or corporation has any right, title, interest in or to same and that during the term of this lease said Lessor will not sell or encumber said property, or any interest therein, except subject to the rights given University by virtue of the lease. Title to said property, including any accessories and devices furnished by Lessor except those subsequently purchased by University, vests in Lessor, and said property may be removed by Lessor at or after termination of this Agreement unless purchased by University pursuant to its Purchase Option, if any.

ARTICLE 7 - PAYMENT. Unless otherwise provided for in this order, lease charges shall be invoiced in arrears and shall be payable thirty (30) days after the end of the period for which the charges accrue or thirty (30) days after University's receipt of invoice whichever is later.

ARTICLE 8 - TAXES. Lessor alone shall pay any license fees, assessments, sales, use and other taxes lawfully imposed during the term hereof upon the equipment, supplies or services furnished pursuant to this order.

ARTICLE 9 - PROPERTY TAX EXEMPTION. Lessor agrees to
cooperate with University and do all acts reasonably necessary and appropriate to secure and maintain tax exemption of the property leased hereunder pursuant to Article 13, section 3 of the California Constitution. Lessor agrees to apply the amount of any reduction of tax resulting from such exemption as a credit against rental payments otherwise due by University to Lessor hereunder.

ARTICLE 10 - WARRANTY. Lessor warrants that said equipment, including accessories, will be in good operating condition when installed and that any subsequent defects in design, materials or workmanship during the term of this Lease will be corrected by Lessor at its sole expense. Lessor will inform University of the terms and conditions of

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 2 any manufacturer's warranty in effect on the commencement date of this lease. In the event of defect in design, material, or workmanship during the term of the lease, the Lessor will assert any Manufacturer's Warranty in effect between Lessor and the Manufacturer at the time the defect becomes apparent.

ARTICLE 11 - PROPRIETARY RIGHTS INDEMNITY. Lessor shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Lessor's furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Lessor under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Lessor as soon as practicable of the suit or action alleging such infringement. Lessor shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.

ARTICLE 12 - TRANSPORTATION AND INSTALLATION. Unless
otherwise provided for in this order, Lessor will be responsible for all transportation and handling costs related to the shipment to and from University of the leased equipment. Should the equipment require specialized installation, Lessor will provide the required technical assistance at no charge.

ARTICLE 13 - ASSIGNMENT. This order is not assignable by Lessor, except as to any payment due hereunder, without the written approval of University.

ARTICLE 14 - EQUAL OPPORTUNITY AFFIRMATIVE ACTION.

Lessor shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Lessor agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375, and with respect to activities occurring in the State of California, to the California Fair Employment and Housing Act (Government Code section 12900 et seq.). Expressly, Lessor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, ancestry, medical condition (as defined by California Code section 12925[f]), marital status, age, physical and mental handicap in regard to any position for which the employee or applicant for employment is qualified, or because he or she is a disabled veteran or veteran of the Vietnam era.

Lessor shall further specifically undertake affirmative action regarding the hiring, promotion and treatment of minority group persons, women, the handicapped, and disabled veterans and veterans of the Vietnam era.

Lessor shall communicate this policy in both English and Spanish to all persons concerned within its company, with outside recruiting services, and the minority community at large. Lessor shall provide the University on request a breakdown of its labor force by groups, specifying the above characteristics within job categories, and shall discuss with the University its policies and practices relating to its affirmative action programs.

ARTICLE 15 - SERVICE AND MAINTENANCE. In the event this order includes service and maintenance of said equipment, Lessor will provide such service and maintenance required to keep said equipment in good working condition throughout the term of lease. The service and maintenance will consist of not less than: (1) periodic cleaning, and adjustments in the mechanisms and replacing unserviceable parts, and (2) emergency repair service, including replacement of unserviceable parts. In order to perform maintenance service hereunder Lessor shall have reasonable access to the leased equipment to the extent practical in consonance with operational requirements. Lessor agrees that its failure to provide service and maintenance to keep the equipment in good operating condition shall result on a credit of 1/30th of the monthly lease payments for every twenty-four (24) hour period or portion thereof following the first twenty-four (24) hours after notification to Lessor that the equipment is inoperative.

ARTICLE 16 - ALTERATIONS. University or its authorized agents may make alterations or install attachments to the equipment and the Lessor shall be so notified. In the event that such changes substantially increase the cost of maintenance, mutually agreeable arrangements for additional maintenance service shall be made on an individual installation basis. Such alterations or attachments which are not the property of Lessor shall be removed immediately after discontinuation of lease (unless University elects to exercise its Purchase Option) and the equipment restored to the prior configuration (ordinary wear and tear only excluded) at University's expense. Lessor shall inform University of any provisions in the manufacturer's warranty which may cause the warranty to be affected by any such alterations or attachments.

ARTICLE 17 - RISK OF LOSS. During the period of time that property covered by this order is in the possession of University, University (and its customers, if installed on University's customers' premises) shall take good care of the property and University shall be responsible for any loss of or damage to the property caused by University while in its possession and control, unless such damage or loss is a consequence, directly or indirectly of intentional or negligent acts or omissions of Lessor or Lessor's agents.

ARTICLE 18 - OPTION TO PURCHASE. University is hereby given the option (provided University is not in default in the performance of any of its obligations hereunder) to purchase any or all of said property at the times and for the amounts set forth in this order. As of the date of exercise of the option, University's Standard Terms and Conditions of Purchase shall be substituted for the terms and conditions applicable to this lease. Said terms and conditions of purchase shall be those in effect as of the date the property was installed, provided that the period of manufacturer's warranty set forth therein shall be deemed to have commenced as of the date the Lease Terms commenced, and University shall be entitled to the remaining portion, if any, of said warranty period.

University shall exercise such option to purchase said property by notifying Lessor in writing of its intention to do so. Such notice may be delivered to Lessor's office or may be mailed to Lessor at the address specified by Lessor. Such notice shall be given by University to Lessor not less than thirty (30) days before the expiration of the current year of the lease. Lessor shall keep University advised of any change of Lessor's address for the purpose of such notice.

ARTICLE 19 - LESSOR'S LIABILITY AND INSURANCE

REQUIREMENTS
A. INDEMNIFICATION. Lessor shall defend, indemnify, and hold harmless University, its officers employees, and agents, from and against all losses, expenses (including attorney's fees), damages, and liabilities of any kind resulting from or arising out of this agreement and/or Lessor's performance hereunder, provided such losses, expenses, damages, and liabilities are due or claimed to be due to the negligent or willful acts or omissions of Lessor, its officers, employees, agents, subcontractors, or anyone directly or indirectly employed by them, or any person or persons under Lessor's direction and control.

BULLETIN NO.: BUS-43 Rev. DATE: 12/15/94 PAGE: 74 Page 3 B. INSURANCE. In consideration of the above, Seller shall at its expense obtain, keep in force and maintain insurance to cover its performance under this order as follows:

1. Comprehensive or Commercial Form General Liability
Insurance (Contractual Liability Included)
Minimum Limits:

1. Each Occurrence $

2. Products/Completed Operations $
If the above insurance is written on a claims made form, it shall continue for three years following termination of this
agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this agreement.

2. Business Auto Liability: (Owned, Scheduled, Non-Owned, or Hired Automobiles) with a combined single limit of no less than $ per occurrence.

3. Workers' Compensation as required under California State law.

Lessor, upon the execution of this agreement shall furnish University with Certificates of Insurance evidencing compliance with all requirements. Coverages referred to under B 1. and 2. above shall include The Regents of the University of California as an additional insured, but only with respect to the negligent acts or omissions of Seller, its officers, agents, employees, subcontractors or anyone directly or indirectly employed by them, or any other person or persons under its direction and control. The Certificates of Insurance shall obligate Lessor's insurers to notify University at least 30 days prior to cancellation of or change in any of said insurance.

ARTICLE 20 - OTHER APPLICABLE LAWS. Any provisions required to be included in a contract of this type by any applicable and valid federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein.










 



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