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Software-As-A-Service (SaaS) Agreement between the City of San Leandro and City Data Services 2 of 11
<br />condition, less ordinary wear and tear.
<br />C. Registration. Prior to using the Services, City shall identify the administrative users for its account
<br />(“Administrators”). Each Administrator will be provided with an administrator ID and password.
<br />D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation
<br />for the permitted purpose of accessing the Services.
<br />E. Reservation of Rights and Data Ownership. City shall own all right, title and interest in its data that is
<br />related to the services provided by this contract. Software Provider shall not access City user accounts or City data,
<br />except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical
<br />issues, or (3) at City’s written request.
<br />F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the
<br />confidentiality of all confidential, non-public City data (“City Data”) as follows:
<br />1. Implement and maintain appropriate security measures to safeguard against unauthorized access,
<br />disclosure or theft of City Data in accordance with recognized industry practice.
<br />2. Local jurisdictions agree to prohibit entering of sensitive data, to the best of their abilities. This includes
<br />information such as bank statements and social security numbers.
<br />Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data.
<br />3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose
<br />other than fulfilling the obligations under this Agreement.
<br />G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying
<br />infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that
<br />(a) the Services, any Software and Documentation are protected by United States and international copyright,
<br />trademark, patent, trade secret and other intellectual property or proprietary rights laws, (b) Software Provider
<br />retains all right, title and interest (including, without limitation, all patent, copyright, trade secret and other
<br />intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any
<br />and all related and underlying technology and any derivative works or modifications of any of the foregoing,
<br />including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not
<br />sold, and City acquires no ownership or other interest in or to the Services, the Software or the Documentation other
<br />than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and
<br />that City has no right to obtain a copy of the Services.
<br />H. Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works
<br />based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the
<br />Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party,
<br />(iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or
<br />obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the
<br />Services.
<br />I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall
<br />immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or
<br />security procedures if it reasonably believes there has been a security incident. Software Provider shall (1)
<br />cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial
<br />measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-
<br />incident review of events and actions taken to make changes in business practices in providing the services, if
<br />necessary.
<br />J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic
<br />discovery, litigation holds, discovery searches and expert testimonies related to City Data. Software Provider shall
<br />not respond to subpoenas, service of process and other legal requests related to City without first notifying City,
<br />unless prohibited by law from providing such notice.
<br />K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as
<br />specified in the SSs agreed to by both Software Provider and City. Reports shall include latency statistics, user
<br />DocuSign Envelope ID: 8D9C08FC-DD15-4B22-B1CF-3DF3139BA9CC
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