R2022-27 Resolution Authorizing an Agreement between the City of Decatur and Power DMS for Policy and Training Management Software for the Decatur Police Department

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disclosure(to the extent legally permitted)and reasonable assistance,at the Disclosing Party's cost,if the Disclosing Party wishes to contest the disclosure. 5.4. Equitable Relief. The parties recognize and agree there is no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 5,that such a breach would irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction)with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity. 6. Customer Data 6.1. Data Protection. PowerDMS will maintain administrative,physical,and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by PowerDMS personnel except(a)to provide the Services and prevent or address service or technical problems,(b)as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for PowerDMS to rely upon the security processes and measures utilized by PowerDMS's cloud infrastructure providers. 6.2. Data Breach Notification. PowerDMS will notify Customer of unauthorized access to,or unauthorized use, loss or disclosure of Customer Data within custody and control(a"Security Breach")within 72 hours of PowerDMS's confirmation of the nature and extent of the same or when required by applicable law,whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. Except to the extent required otherwise by applicable law,Customer will have approval rights on notifying any third-party regulatory authority of the Security Breach. If applicable law or Customer's policies require notification of its Users or others of the Security Breach,Customer shall be responsible for such notification. 6.3. Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on PowerDMS's systems using the then existing features and functionality of the Services, PowerDMS will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by PowerDMS,such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, PowerDMS will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. 7. Term;Termination 7.1.Term of Agreement. Subject to earlier termination as provided below, this Agreement begins on the Effective Date and continues for as long as any Subscription Terms are in effect. 7.2.Termination for Breach. A party may terminate this Agreement or any Service Order (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period,or(b)if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidation or assignment for the benefit of creditors. 7.3. Subscription Term and Renewal.The length of the Subscription Term will be as specified in the applicable Service Order. At least 30 days prior to the expiration of a Subscription Term, PowerDMS will send a new Service Order notifying Customer of the pricing applicable to a renewal subscription for a period equal to the expiring Subscription Term. PowerDMS reserves the right to increase the subscription fees applicable to the renewal subscription.The new Service Order shall be deemed to be effective if Customer(a) returns the executed Service Order to PowerDMS, (b) remits payment to PowerDMS of the fees set forth in the invoice referencing the Service Order, or (c) the Customer or any of its Users access or use the Services after the expiration of the previous Subscription Term. 7.4. Effect of Termination.Upon termination of this Agreement for any reason,Customer and its Users will cease all use of the Services and,except for PowerDMS's right to receive accrued but unpaid fees and as provided in Section 11.12 (Survival), all rights and obligations of the parties hereunder will automatically cease. Notwithstanding the foregoing,termination will not affect or prejudice any right or remedy that a party possesses with respect to any breach of this Agreement occurring on or before the date of termination. If this Agreement is terminated by Page 15