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Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020 Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 6 of 9 13.1 By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidenti al Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, The Client Content residing in the Services Environment, and all information clearly identified as confidential at the time of disclosure. 13.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. 13.3 We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three years from the date of the termination of the contract; however, Ethosoft will hold The Client Confidential Information that resides within the Services Environment in confidence for as long as such information resides in the Services Environment. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Ethosoft will protect the confidentiality of The Client Content residing in the Services Environment in accordance with the Ethosoft security practices defined as part of the Service Specifications applicable to The Client’s order. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising fr om or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law. 14. DATA PROTECTION 14.1 In performing the Services, Ethosoft will comply with the following data backup policy: a) Ethosoft agrees to, at minimum, a daily full backup and incremental hourly backups of The Client Content. 14.2 Ethosoft agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity. 14.3 The Client is responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from The Client Content, including any viruses, Trojan horses, worms or other programming routines contained in The Client Content that c ould limit or harm the functionality of a computer or that could damage, intercept or expropriate data. 15. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES 15.1 ETHOSOFT WARRANTS THAT IT WILL PERFORM (I) CLOUD SERVICES IN ALL MATERIAL RESPECTS AS DESCRIBED IN THE SERVICE SPECIFICATIONS, AND (II) PROFESSIONAL SERVICES IN A PROFESSIONAL MANNER IN ACCORDANCE WITH THE SERVICE SPECIFICATIONS. IF THE SERVICES PROVIDED TO THE CLIENT WERE NOT PERFORMED AS WARRANTED, THE CLIENT MUST PROMPTLY PROVIDE WRITTEN NOTICE TO ETHOSOFT THAT DESCRIBES THE DEFICIENCY IN THE SERVICES (INCLUDING, AS APPLICABLE, THE SERVICE REQUEST NUMBER NOTIFYING ETHOSOFT OF THE DEFICIENCY IN THE SERVICES). 15.2 ETHOSOFT DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ETHOSOFT WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH THE CLIENT CONTENT, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY ETHOSOFT, AND (C) THE SERVICES WILL MEET THE CLIENT REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. THE CLIENT ACKNOWLEDGE THAT ETHOSOFT DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ETHOSOFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. ETHOSOFT IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM THE CLIENT CONTENT, THE CLIENT APPLICATIONS OR THIRD PARTY CONTENT. ETHOSOFT DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT. 15.3 THE SOFTWARE SUPPORT SERVICES UNDER THIS AGREEMENT WILL BE PROVIDED IN A WORKMAN-LIKE MANNER BY INDIVIDUALS WHO ARE KNOWLEDGEABLE IN THE OPERATION OF THE LICENSED SOFTWARE. DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612