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with the Statement on Standards for Attestation Engagements No.
<br />18 (SSAE 18). Upon request, Everbridge shall provide Client with
<br />a copy of its current SSAE 18 SOC 2 report Everbridge's security
<br />framework is based on the security requirements and controls
<br />within US National Institute of Standards and Technology (NIST)
<br />Special Publication 800-53 - Security and Privacy Controls for
<br />Information Systems and Organizations. The NIST 800-53 security
<br />requirement standard has direct mapping to other security and
<br />dam privacy frameworks, including global information ssourdy
<br />standard ISO 27001, HIPAA-HITECH, and HITRUST. The data
<br />security procedures that Everbridge follows when providing the
<br />Solutions am included at the following URL.
<br />hope /Idoeseverloridw com/printlecall/Daw-Security-Exhibit.odf
<br />a. TERM. The lemn of this Agreement shall begin on the
<br />Effective Data and shall expire when all underlying Quotes with
<br />Client or its A1Nistes have expired in accordance with the temps of
<br />such Quotes, unless terminated eadler as provided herein_
<br />Services under an applicable Quote will begin as set forth in such
<br />Quote and shall continue for the initial term specified therein
<br />('Initial Service Temp ). If a Quote contains Services added to an
<br />existing subscnption, such added Services will be coterminous
<br />with the Initial Service Team or applimble renewal Service term
<br />('Renewal Torm ), unless otharwise agreed to by the Parties.
<br />Client shall be notified at least sixty (60) days in advance of any
<br />Renewal Tenn. list the and of the applicable Quota. Client intends
<br />to renew the Agreement, but has not provided a timely executed
<br />written renewal prior to the end of such term, then Everbridge, in
<br />its sole discretion, shall continue the Services) hemunderfor thirty
<br />(30) days (the 'Grace Period') in order to secure an executed
<br />renewal by Client, provided that Client shall pay to Everbridge the
<br />annual fee then in effect divided by well (12) (the 'Monthly
<br />Holdover Pee"). The Grace Period is provided to Client as a
<br />courtesy so that Services will not be terminated prior to the
<br />execution of a renewal. Due to insurance and liability reasons
<br />Everbridge can only provide one Grecs Period and will charge the
<br />Monthly Holdover Fee. The Monthly Holdover Fee is instituted in
<br />order to protect Client from termination or suspension of the
<br />Services, and to ensure that timely renewals am entered into.
<br />Monthly Holdover Fees shall not be returned or refunded to the
<br />Client as a credit towards any renewal. Except as set forth in an
<br />applicable Quote, or unless this Agreement is terminated as
<br />provided herein, upon expiration of the team of any Quote, such
<br />Quote shall renew automatically for successive subsequent
<br />periods of twelve (12) months unless either party notifies the other
<br />party of its intent to terminate at least thirty (30) days prior fo the
<br />and of the than current term. EveNridge reserves the right to
<br />increase its fees in any Renewal Term by three percent (3%).
<br />5. TERMINATION; SUSPENSION.
<br />5.1 Termination by Either Party. Either Parry may
<br />terminate this Agreement upon the other Parry's material breach
<br />of the Agreement, provided that (i) the min -breaching Party sends
<br />wriden notice to the breaching Party describing the breach in
<br />reasonable detail; (ii) the breaching Party does not cure the breach
<br />within thirty (30) days Mlowing its receipt of such notice (me
<br />"Notice Peril and lint) following the expiration of the Notice
<br />Period the non -breaching Party sends a second written notice
<br />indicating its election to terminate this Agreement If Client
<br />terminates this Agreement due to material breach by Everbridge,
<br />Client shall be entitled to a refund of any prepaid unused We on
<br />a pro -mm basis, provided that such refund shall be Clients sole
<br />and exclusive remedy.
<br />6.2 Termination or Suspension for Non -Payment. If
<br />Client fails to pay any amounts due within thirty (30) days of their
<br />due date, Everoridge may terminate this Agreement upon thirty (30
<br />days' prior written notice to Client Termination for non-payment
<br />shall not relieve Client of its outstanding obligations (including
<br />payment) under this Agreement. In lieu of termination for non.
<br />payment, Everbridge may suspend Client's access to the
<br />Solutions upon written notice to Client.
<br />5.3 Suspension. Everbridge may rempomrily suspend
<br />Client's access to the Solutions or any portion thereof for (i)
<br />emergency network repairs, threats to, or actual breach of network
<br />security', or (ii) any legal, regulatory, or govemmenml prohibition
<br />affecting the Solution. Everbndge shall use its best efforts to nobly
<br />Client through its Client Portal and/or via email prior to such
<br />suspension and shall reactivate any affected portion of the
<br />Solution as soon as possible.
<br />PROPRIETARY RIGHTS.
<br />6.1 Grant of License. Subject to the terms and
<br />conditions of this Agreement, Everbridge hereby grants to Client,
<br />during the term of this Agreement, a limited, non-exclusive, non-
<br />transferable, non-sublicensable right to use the Solutlona.
<br />6.2 Restrictions. Client shall use the Solution solely for
<br />its internal business purposes. In particular, Client's use of the
<br />Solutions shall not include service bureau use, outsourcing,
<br />renting, reselling, sublicansing, or lime -sharing. Client shall not (i)
<br />sell, transfer, assign, distribute or otherwise commercially exploit
<br />or make the Solution available to any third pant except as
<br />expressly set forth hemin; (ii) modify or make derivative works
<br />based upon the Solution; (iii) reverse engineer the Solution; (iv)
<br />remove, obscure or alcor any proprietary notices or labels on the
<br />Solution or any materials made available by Ever ondge; (v) use,
<br />post, transmit or introduce any device, software or routine
<br />(including viruses, worths or other harmful code) which interferes
<br />or attempts to interfere with the operation of the Solution, or (vi)
<br />defeat or attempt to defeat any security mechanism of any
<br />Solution
<br />6.3 Reservation of Rights. The Solutions (including all
<br />associated computer software (whether in source code, object
<br />code, or other torn), databases, indexing, search, and retrieval
<br />methods and routines, HTML, active server pages, intranet pages,
<br />and antler materials) and all intellectual property and other rights.
<br />title, and interest therein (collectively, 'IP Rights'), whether
<br />conceived by Everbridge alone or in conjunction with others,
<br />constitute Confidential Information and the valuable intellectual
<br />property, proprietary material, and trade secrets of Everbridge and
<br />its licensors and are protected by applicable intellectual property
<br />laws of the United States and other countries. Everbridge owns (i)
<br />all voluntary leedback regarding the design or operation of the
<br />Services (except for the Client Dam) provided to Everbridge by
<br />Users, Client and Contacls in conjunction with the Services, and
<br />(it) all aggregated and anomymized transactional, performance,
<br />derivative data and memdats generated in connection with the
<br />Solutions, which ere generally used to improve the functionality
<br />and performance of the Services. Except for the rights expressly
<br />granted to Client in this Agreement, all rights in and to the
<br />Solutions and all of me foregoing elements thereof (including the
<br />rights to any work product resulting from Professional Services and
<br />to any modification, enhancement, configuration or derivative work
<br />of the Solutions) are and shall remain solely owned by Everbridge
<br />and its respective licensors. Everbridge may use and provide
<br />Solutions and Professional Services to others that are similar to
<br />those provided to Client hereunder, aud Everbridge may use in
<br />engagements with others any knowledge, skills, experience,
<br />ideas, concepts, know-how and techniques used or gained in the
<br />provision of the Solutions or Professional Services to Client,
<br />provided that, in each case, no Client Data or Client Confidential
<br />
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