Agmt24 Kim Lundgren Associates, Inc. dba KLA

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REV: 11-22-24 MI 8. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Provider and made available at all reasonable times and upon reasonable request by the City during the Agreement period and for four (4) years from the date of final payment under the Agreement for inspection by the City. 9. Ownership of Data and Intellectual Property. a. City shall be the owner of all data that is used, stored or processed by Provider in connection with the SaaS Solution (“City Data”) and will not disclose, share, sell or otherwise make any use of such data except in the performance of its obligations under this Agreement. For the avoidance of doubt, City Data includes all data created or in any way originating with the City, or is collected by Provider on behalf of the City, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with the City as part of the SaaS Solution, or is collected by the Provider on behalf of the City in connection with the SaaS Solution, whether such data or output is stored on the City’s hardware, Provider’s hardware or exists in any system owned, maintained or otherwise controlled by the City or by Provider. Provider will deliver to City a full copy of all City Data that is stored by Provider or held in any database in connection with the Software within five (5) days of City’s request, including within ninety (90) days following the termination of this Agreement, subject to any fee set forth in the Fee Schedule. Furthermore, at the request of City, Provider shall further destroy all copies of the data that are in Provider’s possession. b. The storage and handling of City Data by Provider is as a service provider on behalf of City and it is not intended that the performance of the obligations of Provider pursuant to this Agreement will be subject to the California Consumer Privacy Act as currently in effect. Provider will cooperate with City to ensure that the storage and handling of City Data remains in compliance with any privacy requirements that are applicable to the City. c. City will be the owner of any reports created by the Software for presentation or dissemination to the public, including the annual report on the City’s climate action or sustainability goals or progress. City will retain ownership of any trademarks or copyrightable material that is supplied by City to Provider for use with the Software. City will be solely responsible for any claim of infringement with respect to such City supplied materials. d. Provider shall remain the owner of the Software and any of Provider’s intellectual property that is associated with the SaaS Solution and the performance of any of the Services, including without limitation, the production of any inventions or developments whether or not associated with this Agreement. 10. Data Security. a. For purposes of this Section 10, the following definitions apply: (i) “Data Breach” means the unauthorized access by a non-authorized person’s that results in the use, disclosure or theft of City Data. (ii) “City Identified Contact” means the person or persons designated in writing by the City to receive Security Incident or Data Breach notification. ATTY/AGR.2024.220/Kim Lundgren Associates, Inc (KLA) (Climate Dashboard) (Page 4 of 22)