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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 8 of 9 operation of, and/or use of the Services Environment, subject to the terms of this Agreement and The Client’s order. The Clie nt’s right to use such Ancillary Programs will terminate upon the earlier of E thosoft’s notice (which may be through posting on https://support.Ethosoft.com or such other URL designated by Ethosoft), the end of the Cloud Services associated with the Ancillary Programs, or the date on which the license to use the Ancillary Programs ends under the Separate Terms specified for such programs. 21. SERVICE ANALYSES Ethosoft may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated and anonymous form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). Ethosoft may make Service Analyses publicly available; however, Service Analyses will not incorporate The Client Content or Confidential Information in a form that could serve to identify The Client or any individual, and Service Analyses do not constitute Personal Data. Ethosoft retains all intellectual property rights in Service Analyses. 22. FORCE MAJEURE Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control o f the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not exc use either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or The Client obligation to pay for the Services. 23. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by laws of the State of California, exclusive of its conflict of laws provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible an d the remaining provisions of this Agreement will remain in full force and effect. The controlling language of this Agreement, and any proceedings relating to this Agreement, shall be English. You agree to bear any and all costs of translation, if necessar y. The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning. All questions concerning this Agreement shall be directed to: Ethosoft, Inc., 6050 Peachtree Parkway, Suite 240 #249, Norcross, GA 30092. 24. NOTICE 24.1 Any notice required under this Agreement shall be provided to the other party in writing. If The Client has a dispute wi th Ethosoft or if Client wishes to provide a notice under the Indemnification Section of this Agreement, or if The C lient become subject to insolvency or other similar legal proceedings, The Client will promptly send written notice to: Ethosoft, Inc., 60 50 Peachtree Parkway, Suite 240 #249, Norcross, GA 30092. Attention: Legal Department. 24.2 To request the termination of Services in accordance with this Agreement, The Client must submit a service request to Ethosoft at the address specified in The Client’s order or the Service Specifications. 24.3 Ethosoft may give notices applicable to Ethosoft’s Cloud Services customer base by means of a general notice on the Ethosoft portal for the Cloud Services, and notices specific to The Client by electronic mail to The Client e-mail address on record in Ethosoft’s account information or by written communication sent by first class mail or pre-paid post to The Client address on record in Ethosoft’s account information. 25. ASSIGNMENT The Client may not assign this Agreement or give or transfer the Services (including the Ethosoft Programs) or an interest in them to another individual or entity. If The Client grant a security interest in any portion of the Services, the secured party ha s no right to use or transfer the Services or any deliverables. Ethosoft may not assign this Agreement or give or transfer the provided services to The City to another entity without written permission from The City. DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612