CITY OF SALINAS

AGREEMENT FOR SOFTWARE SERVICES

This Agreement for software services ("Agreement") is entered into this lst day of July, zor2(the "Effective Date"), by and between the city of salinas a california charter city and municipalcorporation hereinafter referred to as "the city," and predpol,lnc. a california corporation hereinafterreferred to as "PredPol." The city and predpol are, from time-to-time, referred to individually as a"Party'' and collectively as "the Parties."

RECITAIS

WHEREAS, PredPol has developed a predictive policing software (,,the Software,,) whichprovides crime predictions, based on data provided to predpol by the city, in a standard internetconnected web-browser interface; and

WHEREAS, the City desires to utilize the Software as a tool to assist the Salinas policeDepartment in its law enforcement activities; and

WHEREAS, PredPol is willing to provide the City access to the Software on the following termsand conditions.

NOW, THEREFORE, in mutual consideration of the covenants, terms, and conditions set forthherein, the Parties a8ree as follows:

TERMS

1. Scope of Service. PredPol shall perform all the tasksand provideall the servicesnecessary to allow the City access to and use of the Software, as more specifically identified inAttachment A. incorporated herein by reference. ln performing the scope of services identified in thissection and more specifically identified in Attachment A, PredPol shall provide all the personnel,supervision, materials, supplies, equipment, tools, facilities, transportation, testing, and other resourcesnecessary for the performance of the work.

2. Term. The term of this Agreement shall be for three (3) years, commencing as of theEffective Date and continuing in force and effect thereafter until terminatin8 on June 30, 2015. ThisAgreement may be extended only upon the mutual written consent of the parties and may beterminated only pursuant to the terms ofthis Agreement. PredPolshall comply with all time-lines forperformance of its services as set forth in Attachment A.

3. Software License. The City shall be licensed and authorized to use the Software asprovided as a SaaS. The llcense shall cover the Software including, without limitation, softwareinterfaces and software modifications. The scope ofthe license is non-tra nsfera ble and non-exclusiveand is authorized by PredPolfor use bythe City. TheCityshall havethe right to use the Software for so

long as PredPol provides services to the City and shall apply for the duration of this Agreement and anyextensions provided for herein or agreed to in writing by the Parties.

City of SalinasAgreement for Software Services-PredPol, lnc.Jvne 20,2072

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Comoensation. City agrees to pay PredPolfor services rendered pursuant to thisAgreement in the total amount of seventy-five thousand dollars (S75,000), payable in three equalannual installments of 525,000 over the Term of this Agreement. The annual payments shall be due forthe year in advance of service, with the first payment due within thirty (30) days from the date theParties have determined that the Software has been installed and is functioning as designed and asintended and each subsequent payment due by the anniversary date of the Agreement.Notwithstanding the forBoing, if City has not provided PredPol, by July 1, 2012, with access to its RMs

server sufficient to allow PredPol commence and complete installation of the data pipeline (althoughsuch completion need not be completed by that date), the Software shall be deemed installed andfunctioning as ofthat date and payment shall be due within thirty (30) days therefrom. lfPredPol is

subsequently unable to successfully install and deliver the software in functional form within a

reasonable time after sufficient access to the RMS is provided, City shall be entitled to a full and prompt

refund upon demand. The normalfee forsetupofthe Software, 515,000, is waived based on the threeyear agreement term. The annual fee, normally 550,000 per year, is discounted by 50%, based on thethree year term and other beta commitments identified herein.

5. Eilline. PredPol shall submit to the City an itemized invoice, prepared in a formsatisfactory to the City, describing its services and costs for the period covered by the invoice. Anysuchinvoicesshall beinfull accord with any and allapplicable provisions ofthis A8reement. TheCityshallmake payment on each such invoice within thirty (30)days of receipt; provided, however, that if PredPol

submits an invoice which is incorrect, incomplete, or not in accord with the provisions of thisAgreement, the city shall not be obligated to process any payment to PredPol until thirty (30) days after

a correct and complying invoice has been submitted by PredPol. The City shall process undisputedportion immediately.

6. . All data and informationprovided by the City to PredPol shall be considered proprietary and confidential and shall not be

released without the City's prior written authorization. Notwithstanding what may otherwise be

provided in this Agreement and except as may be required by law, neither Party shall disclose any such

information to any third party for any reason without the express written consent of the other party and

shall only use proprietary information for internal purposes to facilitate and assist the City and PredPol

in meeting their respective obligations under this Agreement. PredPol shall promptly notify the City

should it or any of its officers, employees or agents be served with any summons, complaint, subpoena,

notice of deposition, request for documents, or other discovery request or court order regarding this

Agreement and the information and data provided hereunder. PredPol agreed to cooperate fully with

the City and to provide the City with the opportunity to review any response to discovery requests or

requests for records provided by PredPol. city hereby provides PredPol with an irrevocable, non-

exclusive license to use its data for purposes of reaseach, development and testing of PredPol's

software. City also provides authority to PredPol to utilize its data for delivering services to City and

other dOmestic, U.S.-based law enforcement agencies. Such services may include regional reporting,

cross-jurisdiction predictions, among other services. Citydoes notauthorize PredPolto makeCity'sdata

publicly available or available to any third party not constituting a domestic public agency. Separate

from the forgoinS, city agrees to execute PredPol's form of NDA, attached as Attachment B. The NDA

will only cover PredPol's research, developmentand beta test activities. All othe r confidentia lity sha ll be

governed by the forging provisions of this Paragraph 6.

city of Salinas

Agreement for Software Services-PredPol, lnc.

June 20,2012

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7. Resoonsibiliw of Predpol,

a. By executing this Agreement, PredPol agrees that the services to be provided and workto be performed under this Agreement shall be performed in a fully competent manner. By executingthis Agreement PredPol further agrees and represents to the city that predpol possesses, or shallarrange to secure from others, all of the necessary professional capabilities, experience, resources, andfacilities necessary to provide the City the services contemplated under this Agreement and that the Cityrelies upon the professional skills of PredPol to do and perform predpol,s work.

b. PredPol shall assiSn a single Project Director to have overall responsibility for theexecution of this Agreement for PredPol. Joyce Shimiru, Director of Operations for Predpol, is herebydesignated asthe Project Director for PredPol. Any changes in the Project Director designee shall besubject to the prior written acceptance and approval of the Finance Director.

8. Resoonsibiliw of the Citv. To the extent appropriate to the scope of services

contemplated under this Agreement, the City shall:

a, Assist PredPol by placing at its disposal all available information pertinent to thisAgreement including, but not limited to, previous reports and other data. Nothing contained hereinshall obligate the City to incur any expense in connection with completion of studies or acquisition ofinformation not otherwise in the possession of the City.

b, City will perform the beta obligations set forth in Attachment A, under restrictionsprovided for in the PredPol NDA in Attachment B.

c. Kelly McMillin, Police Chief, shall act as the City's representative with respect to the

services to be provided and the work to be performed under this Agreement. Such person shall have

the complete authority to transmit instructions, receive information, interpret and define the City'spolicies and decisions with respect to materials, equipment, elements, and systems pertinent toPredPol's services. The City may unilaterally change its representative upon notice to the PredPol.

9. Acceotance of Work Not a Release, Acceptance by the City of the services provided and

the work performed under this Agreement does not operate as a release of PredPol from professional

responsibility for the work performed.

10, Warrantv. PredPol warrants that that Software and other materials and equipment

supplied by it, and all the parts and the components thereof, are warranted to be free from defects

undernormal use for the period ofthe manufacturers'written warranties. Exceptas otherwiseprovided in the manufacturers' written warranties, PredPol shall repair and/or replace any such

equipment or supplies with similar items, free from the defects in question, or the re-performance ofsuch services without such defects.

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11. lndemnification and Hold Harmless. PredPolshall indemnify, defend, and hold the Cityand its officers, employees, and agents harmless from and against any and all liability, claims, suits,actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, ordamage to any property, or violation of any relevant federal, state or municipal law or ordinance, orother cause In connection with the negligent, recklessness or intentional acts or omission of predpol, itsemployees, subcontractors or agents, or on account of the performance or character of the work,except for any such claim arising from the negligence or willful misconduct of the city, its officers,employees or agents. Acceptance of insurance certificates and endorsements required underthisAgreement does not relieve PredPol from liability under this indemnification and hold harmless clause.

This indemnification and hold harmless clause shall apply whether or not such insurance policies shallhave been determined to be applicable to any ofsuch damages or claims for damages. predpol shall

reimburse the city for all costs and expenses including, but not limited to court costs, incurred by theCity in enforcing the provisions of this section.

72,. lnsurance.

a. PredPol shall, throughout the duration ofthis Agreement, maintain comprehensive

Seneral liability and property insurance covering all operations of the PredPol, its agents and employees,performed in connection with this Agreement including but not limited to premises and automobile.

b. PredPolshall maintain the following limits:

Generul LiobilityCombined Single Limit Per Occurrence...................................57 millionGenerol Aggregote ...52 million(The policy shall covet on dn occurrence or on occident basis, and not on a claims madebosts,)

Automobile LiobilityCombined Single Limit Per Occurrence .$7 million(The pollcy shall covet on dn occufience or on occident bosis, ond not on a cloims mddebasis,)

worker's Compensotion.................................................Fu11 Liobility Coverdge

c. All insurance companies with the exception of "Workerrs Compensation" affordingcoverage to PredPol shall be required to add the City ofSalinas, its officers, and, agents as additional"insured" by endorsement under the insurance policy and shallstipulate that this insurance policy willoperate as primary insured for the work performed under this Agreement and that no other insuranceaffected by the City or other named insured will be called upon to contribute to a loss coveredthereunder. The policy shall contain no special limitations on the scope of protection afforded to City,its officers, employees or agents.

City of salinasAgreement for Software Services-PredPol, lnc.Jone 20,20!2

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d. All insurance companies affording coverage to PredPolshall be insurance organizationsauthorized by the Insurance commissioner to transact the business of insurance in the state ofCalifornia.

e' All insurance companies affording coverage shall provide thirty (30) days written noticeby certified or registered mail to the City of Salinas should the policy be canceled or reduced in coveragebefore the expiration date. Forthe purpose of this notice requirement, any material change priortoexpiration shall be considered cancellation.

f, PredPol shall provide evidence of compliance with the insurance requirements listedabove by providing a certificate of insurance, in a form satisfactory to the City, concurrently with thesubmittal ofthis Agreement. A statement on the insurance certificate which states that the insurancecompany "will endeavo/' to notify the certificate holder, "but failure to mail such notice shall impose noobligation or liability of any kind upon the PredPol, its agents or representatives" does not satisfy therequirements ofthis subsection. The PredPol shall ensure that the authorized representative oftheinsurance company strikes the above quoted language from the certificate.

g. PredPol shall provide a substitute certificate of insurance no later than ten (10) daysprior to the policy expiration date. Failure by the PredPolto provide such a substitution and extend thepolicy expiration date shall be considered default by PredPol. ln the event PredPol is unable to provide a

substitute certificate of insurance within the time prescribed in this subsection, PredPol shall providewritten confirmation of renewal, in a form satisfactory to the City, to act as proof of insurance only untilsuch time as a certificate of insurance has been received by the City.

h. Maintenance of insurance by PredPol as specified in this Agreement shall in no way be

interpreted as relieving the PredPol of any responsibility whatever and the PredPol may carry, at its ownexpense, such additional insurance as it deems necessary.

13. Assisnment. lt is recognized bythe parties heretothata substantial inducement to City

for entering into this Agreement was, and is, the professional reputation and competence of PredPol.

This Agreement is personal to PredPol and shall not be assigned by it without express written approval

of the city.

L4. Termination. The City shall have the authority to terminate this Agreement, upon

written notice to PredPol, as follows:

a, lf in the City's opinion the conduct of the PredPol is such that the interest of the

City may be impaired or prejudiced, or

b. ln the event Pred Pol breaches a ny of the terms or co nd itions of this Agreement

and such breach continues uncured for a period of thirty (30) days following the date of the City's

written notice to PredPol of such breach.

ln the event of any such termination, the City shall have no financial obligation beyond the date of thenotice of termination.

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Agreement lor Software servlces-PredPol, lnc.

.June 20, 2012

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15, Ownershio of Documents. Title to all final documents, data, reports, summaries,correspondence, computer software (if purchased on the City's behalf, which does not include thePredPol software, which is provided on a subscription, rather than a purchased basis), and any othermaterials with respect to the services provided and the work performed under this Agreement shall vestwith the City at such time as the City has compensated predpol, as provided herein. TheCityshallremain owner of the data provided by it to PredPol, but through this Agreement grants predpol the rightto utilize such data for purposes of providing the services and performing the work contemplated by thisAgreement.

16. Access to Records. PredPol shall maintain all records, documents, and similar materials

relating to this Agreement on file for at least three (3) years following the date of final payment toPredPol by the City. Any duly authorized representative(s) ofthe City shall have access to such records

for the purpose of inspection at reasonable times during PredPol's usual and customary business hours.

PredPol shall provide proper facilities to City's representative(s) for such access and inspection.

L7. Compliance with Laws. Rules, and Repulations. Services performed by Predpol

pursuant to this Agreement shall be performed in accordance and fullcompliance with all applicable

federal, state, and City laws and any rules or regulations promulgated thereunder.

18. Exhibits lncoroorated. AII exhibits referred to in this Agreement and attached to it are

hereby incorporated in it by this reference. ln the event there is a conflict between any ofthe terms ofthis Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall

control the respective duties and lia bilities of the parties.

19. lndependent Contractor, lt is expressly understood and agreed by both parties thatPredPol, while engaged in carrying out and complying with any of the terms and conditions of this

Agreement, is an independent contractor and not an employee of the City. PredPol expressly warrants

not to represent, at any time or in any manner, that PredPol is an employee or servant of the City.

20. lnteEration and Apreement. This Agreement represents the entire understanding ofCityand PredPol as to those matters contained herein. No priororal or written understanding shall be

of any force or effect with respect to those matters contained herein. This Agreement may not be

modified or altered except by amendment in writing si8ned by both parties.

21. Jurisdiction. This Agreement shall be administered and interpreted under the laws ofthe State ofCalifornia. Jurisdiction of litigation arising from this Agreement sha ll be in the State ofcalifornia, in the County of Monterey, or in the appropriate federal court with jurisdiction over the

matter. This provision supersedes and controls the inconsistent provision in Attachment B (NDA).

22. Severabllltv. lf any part of this Agreement is found to be in conflict with applicable

laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the

remainder of the Agreement shall continue to be in full force and effect.

City ofSalinasAtreement for Software Services-PredPol, lnc.

June 20,2072

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2t. Notices.

a. Written notices to the City hereunder shall, until further notice by City, be addressed to:

Police ChiefCity of Salinas

222 Lincoln AvenueSalinas, California 93901

With a Copy to:

City AttorneyCity of Salinas

200 Lincoln Avenue

Salinas, California 93901

b. written notices to the PredPolshall, untilfurther notice by the Predpol, be addressed to:

PredPol, lnc.

Attn: Caleb Baskin

331 SoquelAvenue, Suite 100Santa Cruz, California 95062

c, The execution of any such notices bythe City Managerofthe Cityor his designee shall beeffective as to PredPol as if it were by resolution or order of the City Council, and PredPol shall notquestion the authority of the City Manager or his designee to execute any such notice.

d. All such notices shall either be delivered personally to the other party's designee namedabove, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fullyprepaid, and shall be effective the day following such deposit in the mail.

24. Nondiscrimination. Duringthe performance of this Agreement, PredPol shall not

discriminate against any employee or applicant for employment because of race, color, religion,

ancestry, creed, sex, national origin, familial status, sexual ori€ntation, age (over 40 years) or disability.

PredPol shall take affirmative action to ensure that applicants are employed, and that employees are

treated during employment without regard to their race, color, reliBion, ancestry, creed, sex, national

origin, familial status, sexual orientation, age (over 40 years) or disability.

25. Conflict of lnterest. PredPolwarrants and declares that it presently has no interest, and

shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which

will render the services required under the provisions of this Agreement a violation of any applicable

local, state orfederal law. PredPolfurther declares that, in the performance ofthis Agreement, no

subcontractor o r pe rson having such an inte rest sha ll be employed. ln the event that any conflict of

interest should nevertheless hereinafter arise, PredPol shall promptly notify city of the existence of such

conflict of interest so that City may determine whether to terminate this Agreement. PredPol further

City of Salinas

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June 20, 2012

PaCe 7 ol 77

warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.)andSalinas City Code Chapter 2A that apply to PredPol as the result of PredPol's performa nce of the work orservices pursuant to the terms of this Agreement.

26. HeadinEs. The section headings appearing herein shall not be deemed to govern, limit,modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.

27. Attorney's Fees. ln case suit shall be brought to interpret or to enforce this Agreement,

or because of the breach of any other covenant or provision herein contained, the prevailing party in

such action shall be entitled to recover their reasonable attorneys' fees in addition to such costs as may

be allowed by the Court. Citfs attorneys' fees, if awarded, shall be calculated at the market rate.

28. Non-Exclusive Apreement. This Agreement is non-exclusive and both City and PredPol

expressly reserves the right to contract with other entities for the same or similar services.

29. Rishts and Obliqations Under Asreement. By entering into this Agreement, the parties

do not intend to create any obligations express or implied other than those set out herein; further, thisAgreement shall not create any rights in any party not a signatory hereto.

30. Licenses. lf a licenseof any kind, which term is intended to include evidence ofregistration, is required of PredPol, its representatives, agents or subcontractors by federal, state orlocal law, PredPol warrants that such license has been obtained, is valid and in good standing, and thatany applicable bond posted in accordance with applicable laws and regulations.

31, Counteroarts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original, but all of which to8ether shall constitute a single agreement.

t2. LeEal Reoresentation, Each party affirms that it has been represented by legal counsel

of its own choosing regarding the preparation and the ne8otiation of this Agreement and the matters

and claims set forth herein, and that each of them has read this Agreement and is fully aware of its

contents and its legaleffect. Neither partyis relying on anystatementofthe other party outside the

terms set forth in this Agreement as an inducement to enter into this Agreement.

33. Joint Representation. The language of all parts of this Agreement shall inall cases be

construed as a whole, according to its fair meaning, and not strictly for or against any party. No

presumptions or rules of interpretation based upon the identity of the party preparing or drafting the

Agreement, or any part thereof, shall be applicable or invoked.

f4, Warrantv of Authorltv. Each party represents and warrants that it has the right, power,

and authority to enter into this Agreement. Each party further represents and warrants that it has given

any and all notices, and obtained any and allconsents, powers, and authorities, necessary to permit it,

and the persons entering into this Agreement for it, to enter into this Agreement.

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June 20, 2012

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35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not

constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision ofthis Agreement. The failure to provide notice of any breach of this Agreement or failure to comply withanyofthetermsofthisAgreementshall not constitute a waiver thereof. Failureonthepartofeitherparty to enforce any provision of this Agreement shall not be construed as a waiver of the right tocompel enforcement of such provision or any other provision. A waiver by the City of any one or more

of the conditions of performance under this Agreement shall not be construed as waiver(s) of any othercondition of performance under this Agreement.

lN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date firstwritten above.

ctw oF sALlNAs

Christopher A. Callihan, Assistant City Attorney

City of Salinas

Agreement for Software services-PredPol, lnc.

June 20, 2012

ellarta, City Attorney

PREDPOI, INC.

Page 9 of 11

Attachment A:

ln consideration ofthe discounted pricing provided by predpol, City alrees to reosonoblysupport PredPol's beta test by doing the following, durinB the term of this Agreement:

- Generally support the beta testing of the PredPol tool and new features/tools;- Provide access to all City databases and shared databases to which the City has access, pursuant

to all applicable laws and access agreements;- Contribute to requested case studies, to be developed by predpol, for use in its marketing;- Provide testimonials, as requested by predpol, for use in its marketin8;- Provide referrals and facilitate introductions to other agencies;- Respond to inquiries from other agencies regarding the tool;- Host visitors from other agencies regarding the tool;- Test new features as developed by PredPol;- Provide user feedback, as requested by PredPol;- Provide feedback regarding PredPol product and company positioning, messaging, naming,

website and product usability, customer observation (ride along), pricing, etc.;- Engage in joint/integrated marketing, including but not limited to press conferences and media

relations, training materials, web marketing, collateral, "Predicted by predpol," tradeshows,conferences, speaking engagements and research;

ln the event any of the for8oing would involve costs to the City outside of their normal costs foremployees performing their normaljob duties, PredPol aSrees to reim burse City for such costs. Forexample, if a Chief is requested to attend and speak at a conference of Police Chiefs to which they arenot already traveling, PredPol agrees to reimburse City for travel expenses, if requested.

All products, content, research, intellectual property and deliverables developed based on the forgoingitems shall be the exclusive property of PredPol.

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Attachment B: PredPol NDA

City of Salinas

Agreement for Softwa re Services- PredPol, I nc.

June 20, 2012

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tr PREDrcrvE PoLr.NGTHE PREDICTIVE POLICING COMPANY

CONFIDENTIAL DISCLOSURE AND NONSOLICITATION AGREEMENT

This Confidential Disclosure and Nonsolicitation Agreement is made andeffective as ot&W,L, IO1.L,[I and Predpol, Inc., ("Disclosing Party"J, onthe one hand, and lly and

fiointly and severally, "Receiving Party"), on the other.

1. BACKGROUND. Disclosing Party and Receiving Party are eitherengaged in an existing business relationship or intend to engage in a relationshipconcerning the business commonly known as PredPol. In the course of suchdiscussions and negotiations, and/or in the course of any such business relationship,Disclosing Party may disclose or deliver or has disclosed or delivered to theReceiving Party certain trade secrets or confidential or proprietary information. Theparties have entered into this Agreement in order to assure the confidentiality ofsuch trade secrets and confidential or proprietary information in accordance withthe terms of this Agreement.

2. PROPRIETARY INFORMATION. As used in this Agreement, the term"Proprietary lnformation" shall include any and all information about DisclosingParty's businesses, business plans, customers, clients, strategies, trade secrets,

operations, recipes, methods, records, finances, assets, technolory, data andinformation that reveals the processes, methodologies, technology or know-how bywhich Disclosing ParW's existing or future products, services, applications andmethods of operation are developed, conducted or operated and other confidentialor proprietary information designated as such in writing by Disclosing Party,

whether by lefter or by the use of an appropriate proprietary stamp or legend, priorto or at the time any such trade secret or confidential or proprietary information is

disclosed or is orally or visually disclosed to the Receiving Party by Disclosing ParW.

The fact that the Parties are in a business relationship or engaged in business

discussions, as well as the nature and content of all such discussions, is also

considered Proprietary Information, subject to all of the terms and conditions of thisAgreement. Information which is orally or visually disclosed by Disclosing Party, oris disclosed in writing without an appropriate letter, proprietary stamp or legend,

shall constitute Proprietary Information if:

2.1 it would be apparent to a reasonable person, familiar withDisclosing Party's business and the industry in which it operates, that such

inforrnation is of a confidential or proprietary nature, the maintenance of which is

important to Disclosing Party; or ifi

2.2 Disclosing Party, within thirty (30) days after such disclosure,

delivers to Receiving Party a written document or documents describing such

information and referencing the place and date of such oral, visual or written

PREDICT CRIME IN REAL TIME*

e PREDrcrvE PoLrcrNGTHE PREDICTIVE POLICING COMPANY

disclosure and the names of the employees or officers of the Receiving Party towhom such disclosure was made.

3. DISCLOSURE/USE 0F PROPRIETARY INFORMATION. The ReceivingParty shall hold in confidence, and shall not disclose (or permit or suffer itspersonnel to disclose) to any person outside its organization, any Proprietarylnformation. The Receiving Party and its personnel shall use such proprietaryInformation only for the purpose for which it was disclosed and shall not use orexploit such Proprietary Information for its own benefit or the benefit of anotherwithout the prior written consent of Disclosing Party. Without limitation of theforegoing the Receiving Party shall not cause or permit reverse engineering of anyProprietary Information and shall disclose Proprietary Information only to personswithin its organization who have a need to know such Proprietary Information in thecourse of the performance of their duties and who are bound by a written agreement,enforceable by Disclosing Party, to protect the confidentiality of such ProprietaryInformation. The Receiving Party shall adopt and maintain programs andprocedures that are reasonably calculated to protect the confidentiality ofProprietary Information and shall be responsible to Disclosing Party for anydisclosure or misuse of Proprietary Information that results from a failure to complywith this provision. The Receiving Party shall be fully responsible for any breach ofthis Agreement by its agents, representatives, employees and affiliates. TheReceiving Party will promptly report to Disclosing Party any actual or suspectedviolation of the terms of this Agreement and will take all reasonable further stepsrequested by Disclosing Party to prevent, control or remedy any such violation.

4. LIMITATION ON OBLIGATIONS, The obligations of the Receiving Partyspecified in Section 3 above shall not apply, and the Receiving Party shall have nofurther obligations, with respect to any Proprietary Information to the extentReceiving Party can demonstrate, by clear and convincing evidence, that suchProprietary Information:

4.L is generally known to the public at the time of disclosure orbecomes generally known through no wrongful act on the part of the ReceivingPr.ty;

4.2 is in the Receiving Party's possession at the time of disclosureotherwise than as a result of Receiving Party's breach of any legal obligation;

4.3 becomes known to the Receiving Party through disclosure bysources other than Disclosing Party having the legal right to disclose suchProprietary Information; or

PREDICT CRIME IN REAL TIME*

tr PREDrcrvE PoLrcrNGTHE PREDICTIVE POTICING COMPANY

4.4 is independently developed by the Receiving Party withoutreference to or reliance upon the Proprietary Information.

ln the event of a disputed disclosure, the Receiving Party shall bear the burden ofproof of demonstrating that the information falls under one of the above exceptions.In the event any Proprietary Information is required to be disclosed by the ReceivingParty to comply with applicable laws or governmental or regulatory regulations, theReceiving Party agrees to provide prior written notice of such disclosure toDisclosing Party and take reasonable and lawful actions to avoid and/or minimizethe extent ofsuch disclosure,

5. OWNERSHIP 0F PROPRIETARY INF0RMATION. The Receiving Partyagrees that Disclosing Party is and shall remain the exclusive owner of theProprietary Information and all patent, copyright, trade secret, trademark servicemark and other intellectual property rights therein. No license or conveyance of anysuch rights to the Receiving Party is granted or implied under this Agreement.

6. RETURN OF DOCUMENTS. The Receiving Party shall, upon thetermination of this Agreement or the request of Disclosing Party, return to DisclosingParty all drawings, documents, and other tangible manifestations of ProprietaryInformation received by the Receiving Party pursuant to this Agreement (and allcopies, electronically stored versions and reproductions thereofJ.

7. N0NSOLICITATI0N. During the one-year period commencing on thedate of this Agreement, the Receiving Party may not, without the prior writtenconsent of the Disclosing Parry, directly solicit for employment any director, officer,employee or agent of Disclosing Party, the identities of whom constitute protectabletrade secrets under California law.

8. TERM AND TERMINATION.

8.1 Disclosing Party shall have the right to terminate thisAgreement upon written notice to the Receiving Party. All obligations of theReceiving Party under this Agreement shall survive termination.

8.2 The provisions of this Agreement shall continue with respect tothe confidentiality of the respective item of Proprietary Information untilthe earlierof:

a. the expiration of Disclosing Party's ownership rights inthe respective item of Proprietary Information; or

PREDICT CRIME IN REAL TIME*

A PREDrcrvE polrcrNGTHE PREDICTIVE POLICING COMPANY

b. the occurrence ofany ofthe events set forth in section4.1 through 4.4 of section four.

9. MISCELLANEOUS,

9.7 This Agreement supersedes all prior agreements, written ororal, between Disclosing Party and the Receiving Party relating to the subject matterof this Agreement. This Agreement may not be modified, amended or discharged, inwhole or in part, except by an agreement in writing signed by Disclosing party andthe Receiving Party.

9.2 This Agreement will be binding upon and inure to the benefit ofthe parties hereto and their respective officers, directors, shareholders, agents,affi liates, successors and assigns.

9.3 This Agreement shall be construed and interpreted inaccordance with the laws of the State of California. Venue for any legal actionpursuant to this Agreement shall be Santa Cruz County, cA. The prevailing party inany such action shall be entitled to payment from the losing party of its reasonableattorney's fees and court costs.

9,4 The provisions of this Agreement are necessary for theprotection of the business and goodwill of Disclosing Party and are considered by theReceiving Party to be reasonable for such purpose. The Receiving Party agrees thatany breach of this Agreement will cause Disclosing Party substantial and irreparabledamages and, therefore, in the event of any such breach, in addition to otherrernedies that may be available, Disclosing Party shall have the right to seek specificperformance and other injunctive and equitable relief, in which event the ReceivingParty expressly waives any requirement that Disclosing Party post a bond orundertaking.

9.5 The Receiving Party acknowledges and agrees that neither theDisclosing Party nor any of its representatives are making any representation orwarranty, express or implied, as to the accuracy or completeness of all or any part ofthe Proprietary Information, and that neither the Disclosing Party nor any of itsrepresentatives will have any liability to the Receiving Party or any other person orentity as a result of the use of the Proprietary Information by such person or entity,or as a result of any errors therein or omissions therefrom.

,rt. t l i. PREDICT CRIME IN REAL TIMEl"4

A PREDrcrvE PoLr'NG

DArED:1" 7zo/-3

THE PREDICTIVE POLICING COMPANY

EXECUTED as a sealed instrument as ofthe day and year first set forth above.

DATED: 20_ DISCLOSING PARTY:

PREDICT CRIME IN REAL TIMEru

By'