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HomeMy WebLinkAboutP-21-410 Agreement Cellebrite.pdf 333 W. Pontiac Way, Clovis, CA 93612 / (559) 600-7110 * The County of Fresno is an Equal Employment Opportunity Employer * County of Fresno INTERNAL SERVICES DEPARTMENT Facilities • Fleet • Graphics • Purchasing • Security • Technology PROCUREMENT AGREEMENT Agreement Number P-21-410 October 7, 2021 Cellebrite Inc. 7 Campus Drive Parsippany, New Jersey 07054 The County of Fresno (County) hereby contracts with Cellebrite Inc. (Contractor) to provide Premium ES and UFED SW extraction tools, subscription, installation, renewals, network, parts, and server in accordance with the text of this agreement, the Contractor’s EULA - Attachment “A”, the Contractor’s General Terms and Conditions as referenced in Quote Q-209757-1 - Attachment “B”, and the Contractor’s Quote Q-209757-1 - Attachment “C” by this reference made a part hereof. TERM: This Agreement shall become effective October 11, 2021 and shall remain in effect through October 10, 2023. MINIMUM ORDERS: Unless stated otherwise there shall be no minimum order quantity . The County reserves the right to increase or decrease orders or quantities. CONTRACTOR'S SERVICES: Contractor shall perform the services as described in Attachment “A” attached, at the rates set forth in Attachment “A” . ORDERS: Orders will be placed on an as-needed basis by County of Fresno, Sheriff’s Office under this contract. PRICES: Prices shall be firm for the contract period. Any pricing changes which may take place during the life of the contract must be submitted in writing to the County of Fresno Purchasing Manager and received no less than thirty (30) days prior to becoming effective. MAXIMUM: In no event shall services performed and/or fees paid under this Agreement be in excess of Four Hundred Seventeen Thousand, Nine Hundred Eight Dollars and Eleven Cents ($ 417,908.11 ). ADDITIONAL ITEMS: The County reserves the right to negotiate additional items to this Agreement as deemed necessary. Such additions shall be made in writing and signed by both parties. DELIVERY: The F.O.B. Point shall be the destination within the County of Fresno. All orders shall be delivered complete as specified. All orders placed before Agreement expiration shall be honored under the terms and conditions of this Agreement. DEFAULT: In case of default by Contractor, the County may procure the articles /services from another source and may recover the loss occasioned thereby from any unpaid balance due the Contractor or by any PROCUREMENT AGREEMENT NUMBER: P-21-410 Page 2 Cellebrite Inc. October 7, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX other legal means available to the County. The prices paid by County shall be considered the prevailing market price at the time such purchase is made. Inspection of deliveries or offers for delivery, which do not meet specifications, will be at the expense of Contractor. INVOICING: An itemized invoice shall be sent to requesting County department in accordance with invoicing instructions included in each order referencing this Agreement. The Agreement number must appear on all shipping documents and invoices. Invoice terms shall be Net 45 Days. INVOICE TERMS: Net forty-five (45) days from the receipt of invoice. TERMINATION: The County reserves the right to terminate this Agreement upon thirty (30) days written notice to the Contractor. In the event of such termination, the Contractor shall be paid for satisfactory services or supplies provided to the date of termination. Contractor may terminate this Agreement (i) upon thirty (30) days’ prior written notice to the County if the County has not cured any material breach of this Agreement by the end of such thirty (30) day notice period or (ii) if the County has not paid any invoice sixty (60) days after such invoice is due. Upon termination or expiration of this Agreement, (a) the County shall be responsible for payment for all purchase orders delivered to the County by Contractor for services provided before the effective date of termination and (b) the County shall destroy all copies of any of Contractor’s Software under the County’s control or possession. LAWS AND REGULATIONS: The Contractor shall comply with all laws, rules and regulations whether they be Federal, State or municipal, which may be applicable to Contractor's business, equipment and personnel engaged in service covered by this Agreement. AUDITS AND RETENTION: Terms and conditions set forth in the agreement associated with the purchased goods are incorporated herein by reference. In addition, the Contractor shall maintain in good and legible condition all books, documents, papers, data files and other records related to its performance under this contract. Such records shall be complete and available to Fresno County, the State of California, the federal government or their duly authorized representatives for the purpose of audit, examination, or copying during the term of the contract and for a period of at least three years following the County's final payment under the contract or until conclusion of any pending matter (e.g., litigation or audit), whichever is later . Such records must be retained in the manner described above until all pending matters are closed. LIABILITY: The Contractor agrees to: Subject to the limitation of liability set forth in this section, pay all third party claims for proven direct damages to property in any manner arising from Contractor's operations under this Agreement. Subject to the limitation of liability set forth in this section, indemnify, save and hold harmless, and at County's request defend the County, its officers, agents and employees from a ny and all third party claims for damage or other liability, including costs, expenses (including attorney’s fees and costs), causes of action, claims or judgments resulting out of or in any way connected with Contractor's performance or failure to perform by Contractor, its agents, officers or employees under this Agreement, and from any and all costs and expenses (including attorney’s fees and costs), direct damages, liabilities, claims, and losses occurring or resulting to any person, firm or corporation who may be injured or damaged by the performance, or failure to perform, of Contractor, its officers, agents, or employees under this Agreement. Subject to the limitation of liability set forth in this section, Contractor agrees to indemnify, save, hold harmless, and at County’s election, defend the County, its officers, agents, and employees from any and all costs and expenses (including attorney’s fees and costs), direct damages, liabilities and losses awarded in a final judgment and occurring or resulting to County as a result of a third party claim by any person, firm, or corporation (a) who may be injured or suffered physical damage to real or tangible personal property (excluding software, data and documentation), to the extent caused directly and b y the gross negligence or willful misconduct of Contractor, its officers, agents, or employees under this Agreement, or (b) alleging infringement in a deliverable of such third party’s valid U.S. patent or copyright or misappropriation of such third party’s trade secret. PROCUREMENT AGREEMENT NUMBER: P-21-410 Page 3 Cellebrite Inc. October 7, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX If an infringement or misappropriation claim, as described herein arises, or if Contractor reasonably believes that a claim is likely to be made, Contractor may, at its option: (i) modify the applicable deliverables so that they become non-infringing but functionally equivalent; (ii) replace the applicable deliverables with material that is non-infringing but functionally equivalent; or (iii) obtain for County the right to use such deliverables upon commercially reasonable terms to both parties but at no cost to County; or (iv) remove the infringing or violative Deliverables and refund to County the fees received for such deliverables that are the subject of such a claim Contractor’s entire liability under this Agreement shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by County during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim, except for bodily injury or death to any person proximately caused by Contractor. INSURANCE: Without limiting the COUNTY's right to obtain indemnification from CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following insurance policies or a program of self-insurance, including but not limited to, an insurance pooling arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement: A. Commercial General Liability: Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This policy shall be issued on a per occurrence basis . County may require specific coverage including completed operations, product liability, contractual liability, Explosion -Collapse- Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of the contract. B. Automobile Liability: Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any auto used in connection with this Agreement. C. Professional Liability: If Contractor employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. D. Worker's Compensation: A policy of Worker's Compensation insurance as may be required by the California Labor Code. Additional Requirements Relating to Insurance : Contractor shall obtain endorsements to the Commercial General Liability insurance naming the County of Fresno, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by County, its officers, agents and employees shall be excess only and not contributing with insurance provided under Contractor's policies herein. This insurance shall not be cancelled or changed without a minimum of thirty (30) days advance written notice given to County. Contractor hereby waives its insurers right to recover from County, its officers, agents, and employees any amounts paid by the policy of worker’s compensation insurance required by this Agreement. Contractor is solely responsible to obtain any endorsement to such policy that may be necessary to accomplish such waiver of subrogation. Within Thirty (30) days from the date Contractor signs and executes this Agreement, Contractor shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies, as required herein, to the County of Fresno, Sheriff’s Office, 855 M Street, Suite 910, Fresno, CA 93721 , stating that such insurance coverage have been obtained and are in full force; that such Commercial General Liability insurance names the County of Fresno, its officers, agents and employees, individually and collectively, as additional insured, but only insofar as the operations under this Agreement are concerned; that such coverage for additional insured in the Commercial General Liability insurance, shall apply as primary insurance and any other insurance, or self- insurance, maintained by County, its officers, agents and PROCUREMENT AGREEMENT NUMBER: P-21-410 Page 4 Cellebrite Inc. October 7, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX employees, shall be excess only and not contributing with insurance provided under Contractor's policies herein; and that this insurance shall not be cancelled or material changed without a minimum of thirty (30) days advance, written notice given to County. Certificates of insurance are to include the contract number at the top of the first page. In the event Contractor fails to keep in effect at all times insurance coverage as herein provided, the County may, in addition to other remedies it may have, and after giving the Contractor a prior written notice of thirty (30) days, suspend or terminate this Agreement upon the occurrence o f such event. All policies shall be with admitted insurers licensed to do business in the State of California. Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of A- FSC VII or better. INDEPENDENT CONTRACTOR: In performance of the work, duties and obligations assumed by Contractor under this Agreement, it is mutually understood and agreed that Contractor, including any and all of Contractor's officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of the County. Furthermore, County shall have no right to control or supervise or direct the manner or method by which Contractor shall perform its work and function. However, County shall retain the right to administer this Agreement so as to verify that Contractor is performing its obligations in accordance with the terms and conditions thereof. Contractor and County shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, Contractor shall have absolutely no right to employment rights and benefits available to County employees. Contractor shall be solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, Contractor shall be solely responsible and save County harmless from all matters relating to payment of Contractor's employees, including compliance with Social Security, withholding, and all other reg ulations governing such matters. It is acknowledged that during the term of this Agreement, Contractor may be providing services to others unrelated to the County or to this Agreement. NON-ASSIGNMENT: Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the writt en consent of the other party. AMENDMENTS: This Agreement, the Contractor’s End-User License Agreement (“EULA”), and Contractor’s General Terms and Conditions constitutes the entire Agreement between the Contractor and the County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writings, advertisements, publications, Request for Proposals, Bids and understandings of any nature whatsoever unless expressly included in this Agreement. This Agreement supersedes any and all terms set forth in Contractor's invoice. This Agreement may be amended only by written addendum signed by both parties. INCONSISTENCIES: In the event of any conflict, ambiguity, or inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the Contractor’s EULA; (2) the terms set forth in this Agreement; (3) the Contractor’s General Terms and Conditions as referenced in Quote Q -209757-1, and (4) any other express written attachments that are incorporated by reference as part of the County’s Request for Quotation. GOVERNING LAWS: This Agreement shall be construed, interpreted and enforced under the laws of the State of California. Venue for any action shall only be in County of Fresno. ELECTRONIC SIGNATURES: The parties agree that this Agreement may be executed by electronic signature as provided in this section. A. An “electronic signature” means any symbol or process intended by an individual signing this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a faxed version of an PROCUREMENT AGREEMENT NUMBER: P-21-410 Page 5 Cellebrite Inc. October 7, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX original handwritten signature; or (3) an electronically scanned and transmitted (for exampl e by PDF document) of a handwritten signature. B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of that person. C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, su bdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). D. Each party using a digital signature represents that it has undertaken and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and agrees that each other party may rely upon that representation. This Agreement is not conditioned upon the parties conducting the transactions under it by electronic means and either party may sign this Agreement with an original handwritten signature. Please acknowledge your acceptance by returning all pages of this Agreement to my office via email or USPS. Please refer any inquiries in this matter to Chanvathei Lonh, Purchasing Technician, at 559-600-7110 or clonh@fresnocountyca.gov. FOR THE COUNTY OF FRESNO Gary E. Cornuelle Purchasing Manager 333 W. Pontiac Way Clovis, CA 93612 GEC: CL PROCUREMENT AGREEMENT NUMBER: P-21-410 Page 6 Cellebrite Inc. October 7, 2021 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX CONTRACTOR TO COMPLETE: Company: Type of Entity: Individual Limited Liability Company Sole Proprietorship Limited Liability Partnership Corporation General Partnership Address City State Zip TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS Print Name & Title: Print Name & Title: Signature: Signature: ACCOUNTING USE ONLY ORG No.: 31116310 Account No.: 7308 Requisition No.: 3111227096 (09/2021) 7 Campus Drive, Suite 210 Parsippany NJ 07054 Marque Teegardin - GM, Americas Cellebrite, Inc zach.cohen@cellebrite.com1-800-942-3415 201-848-9982 Zachary Cohen VP SLG IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. DOWNLOADING, INSTALLING, ACCESSING OR USING CELLEBRITE-SUPPLIED SOFTWARE (AS PART OF A PRODUCT OR STANDALONE) CONSTITUTES EXPRESS ACCEPTANCE OF THIS AGREEMENT. CELLEBRITE IS WILLING TO LICENSE SOFTWARE TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT (THE “EULA”), ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER (AS DEFINED BELOW) AND CELLEBRITE, AND ANY “CLICK-ACCEPT” AGREEMENT, AS APPLICABLE. TO THE EXTENT OF ANY CONFLICT AMONG THIS EULA, ANY ADDITIONAL TERMS IN AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE, ANY “CLICK-ACCEPT” AGREEMENT, ANY TERMS ON A PURCHASE ORDER AND CELLEBRITE’S TERMS AND CONDITIONS OF SALE, THE ORDER OF PRECEDENCE SHALL BE (A) AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE; (B) THIS EULA; (C) THE “CLICK- ACCEPT” AGREEMENT; (D) CELLEBRITE’S TERMS AND CONDITIONS OF SALE; AND (E) BUYER’S PURCHASE ORDER, TO THE EXTENT SUCH TERMS ARE PERMISSIBLE UNDER CELLEBRITE’S TERMS AND CONDITIONS OF SALE OR AN AGREEMENT SIGNED BY BUYER AND CELLEBRITE (COLLECTIVELY, (A)-(E), AFTER APPLYING THE ORDER OF PRECEDENCE, THE “AGREEMENT”). BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, USING THE PRODUCT OR OTHERWISE EXPRESSING YOUR AGREEMENT TO THE TERMS CONTAINED IN THE AGREEMENT, YOU INDIVIDUALLY AND ON BEHALF OF THE BUSINESS OR OTHER ORGANIZATION THAT YOU REPRESENT (THE “BUYER”) EXPRESSLY CONSENT TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED IN THE AGREEMENT, THEN (A) DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE ANY SOFTWARE (OR, AS APPLICABLE, ANY PRODUCT IN WHICH ANY SOFTWARE IS EMBEDDED), AND (B) WITHIN THIRTY (30) DAYS AFTER RECEIPT OF ANY SOFTWARE (OR, IF AN AGREEMENT BETWEEN BUYER AND CELLEBRITE PROVIDES A SHORTER TIME PERIOD FOR ACCEPTANCE, SUCH SHORTER TIME PERIOD FOR ACCEPTANCE), EITHER RETURN SUCH SOFTWARE TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR FULL REFUND OF THE SOFTWARE LICENSE FEE, OR, IF SUCH SOFTWARE IS EMBEDDED IN A PRODUCT FOR WHICH NO SEPARATE SOFTWARE LICENSE FEE WAS CHARGED, RETURN SUCH PRODUCT AND EMBEDDED SOFTWARE, UNUSED, TO CELLEBRITE OR TO THE APPLICABLE AUTHORIZED RESELLER FOR A FULL REFUND OF THE LICENSE FEE PAID FOR THE APPLICABLE SOFTWARE EMBEDDED IN SUCH PRODUCT. YOUR RIGHT TO RETURN AND REFUND ONLY APPLIES IF YOU ARE THE ORIGINAL END USER PURCHASER OF SUCH PRODUCT AND/OR LICENSEE OF SUCH SOFTWARE. This EULA governs Buyer’s access to and use of any Software and/or any Product (as defined below) first placed in use by Buyer on or after the release date of this EULA (the “Release Date”). 1. DEFINITIONS – In this Agreement, the following capitalized terms shall have the meaning set forth below: “Affiliate” of a party means such party’s parent corporation, an entity under the control of such party’s parent corporation at any tier or an entity controlled by such party at any tier. For these purposes, “control” shall mean the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of more than 50% of the outstanding voting interests in such entity or otherwise. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 1 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX “Agreement” means this EULA, combined with the Cellebrite General Terms and Conditions (the “GTC”) which is incorporated by reference herein, the County Procurement Agreement, and any additional terms agreed upon in writing and signed by Buyer and Cellebrite. “Authorization Product” means a product sold by Cellebrite or an authorized reseller of Cellebrite with embedded License Authorization Software, including but not limited to a USB dongle with embedded License Authorization Software. “Authorized Users” means the number of Users that Buyer is licensed to have access to the applicable Software, which may include Concurrent Users and/or Named Users, all as set forth in the Agreement. If the number of Authorized Users is not otherwise set forth in the Agreement, the number of Authorized Users shall be deemed to be equal to the number of Products (other than Authorization Products) purchased by Buyer. “Cellebrite” means Cellebrite DI Ltd. or its Affiliate that has an agreement with Buyer and/or issues invoices to Buyer with respect to any Software and/or Product, as applicable. “Concurrent Users” means the number of Authorized Users (whether Named Users or not) of Buyer concurrently and/or simultaneously accessing, using or otherwise enjoying the benefit (except reviewing results of analyses generated by Software) of Software, either directly or indirectly from a remote location. If a single User connects to Software using multiple concurrent log-ins or connections, each such active logical connection or log-in is counted toward the number of Concurrent Users. “Documentation” means any documentation related to any Software provided by Cellebrite. “Embedded Software” means a copy of Software delivered embedded in or loaded onto a Product when such Product is sold by Cellebrite. Any Updates or Upgrades to Embedded Software are also deemed “Embedded Software”, notwithstanding being separately delivered from the applicable Product. “Law” shall mean any law, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction or requirement of or by any governmental authority, as may be amended, changed or updated from time to time. “License Authorization Software” means Software that is provided together with hardware on which it is embedded that is used to validate the authorized use of standalone Software. “License Term” means the term of a paid subscription to an instance of Software or a unit of Product. “Named Users” means a User authorized by Buyer to access or use the Software through the assignment of a single user ID, regardless of whether such User is using Software at any given time. A non-human device capable of accessing or access Software is counted as a Named User. “Product” means a product (hardware and Software) manufactured by Cellebrite. The term “Product” includes without limitation the UFED Pro series, UFED field series and Analytics series of products. “Product” includes Authorization Products. “Remote Access Protocol” means any remote access application, including without limitation Remote Desktop Protocol (RDP) and Windows Remote Management (WinRM), used to connect a single remote computer (e.g., a laptop) to a single host computer (e.g., a desktop) with an Authorization Product directly connected to such host computer for each Authorization Product then licensed by Buyer, as long as such Authorized User, single remote computer and single host computer with an Authorization Product are all located in the Territory. “Software” means an instance of a program, module, feature, function, service, application, operation or capability of any Cellebrite-supplied software. The term “Software” includes without limitation any Embedded Software, Upgrade, Update, standalone software or any License Authorization Software. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 2 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX “Territory” means the country in which Product was purchased or Software was licensed from Cellebrite or an authorized reseller of Cellebrite. “Third Party” means an individual or entity other than Buyer, Cellebrite and Cellebrite’s Affiliates. “Third Party Software” means certain software provided by a Third Party embedded in any Product, either as a standalone feature or as part of any Software, and which may be subject to additional end user license restriction and agreements. “Update” means an update to any Software that is provided by Cellebrite and that may incorporate (i) corrections of any substantial defects; (ii) fixes of any minor bugs; (iii) at the sole discretion of Cellebrite, allowing additional compatibility of the Software with mobile devices provided by Third Parties; and/or (iv) at the sole discretion of Cellebrite, minor enhancements to the Software; provided, however, that Updates shall not include Upgrades. Updates are generally identified by Cellebrite by a change to the version number to the right of the first decimal point (e.g., version 4.1 to 4.2). “Upgrade” means a new release of any Software that incorporates substantial changes or additions that (i) provide additional value and utility; (ii) may be priced and offered separately as optional additions to any Software; and/or (iii) are not generally made available to Cellebrite’s customers without a separate charge. Upgrades are generally identified by Cellebrite by a change to the version number to the left of the first decimal point (e.g., version 4.2 to 5.0). “User” means an individual able to gain access to any Software functionality. “You” means any individual seeking the benefit of or evaluating this EULA. 2. LICENSE GRANT A. Software. Subject to the terms and conditions of this EULA, during the License Term, Cellebrite grants Buyer, and Buyer accepts, upon delivery of any Software, a non-exclusive, non-transferable, royalty free, and non-sublicensable license to the Software to (i) allow Authorized Users to use such Software, in executable form only, and any accompanying Documentation, only for Buyer’s internal use in connection with the Products, in the Territory (or any other location specifically authorized by Cellebrite in writing) and only as authorized in the Agreement, and subject to the terms hereof; ii) make a reasonable number of copies of Software, (except with respect to Embedded Software), for use only as licensed in this EULA, though in no case more than the number of Authorized Users; and (iii) make one (1) copy of Software, (except with respect to Embedded Software), for backup, archival or disaster recovery purposes. i. Embedded Software Limitations. Buyer may only use Embedded Software for execution on the unit of Product originally delivered to Buyer with such Embedded Software installed or any replacement unit provided under a warranty from Cellebrite. Any Update or Upgrade of such Embedded Software that Cellebrite has licensed to Buyer may be loaded and executed only on the unit of Product on which any originally licensed Software is authorized to execute. ii. License Exclusion. Notwithstanding anything to the contrary, except as may otherwise be required by applicable Law, no license is granted for installation or use of any Software on any Product resold by anyone who is not an authorized reseller of Cellebrite for such Product. iii. Single Product; Single Authorization Product. Buyer’s license to any Embedded Software is limited to a license to use such Embedded Software on one (1) Product for each Product purchased from Cellebrite or Cellebrite’s authorized reseller. Buyer’s license to any License Authorization Software is limited to a license to use such License Authorization Software on PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 3 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX one (1) Authorization Product for each license to such standalone Software the authorized use of which is validated by such License Authorization Software and where such license is purchased from Cellebrite or Cellebrite’s authorized reseller. iv. Authorization Products. Without limiting Section 2.D, Buyer shall not, and shall not permit any User to, use any Authorization Product on a computer other than the computer to which such Authorization Product is directly connected (i.e. not through a network), except that an Authorized User may use Remote Access Protocol with Cellebrite’s UFED Physical Analyzer. Buyer shall ensure that multiple users cannot use Remote Access Protocol to access UFED Physical Analyzer simultaneously. For the avoidance of doubt, subject to the terms and conditions of this EULA, sharing a USB dongle among Concurrent Users is permitted. v. Remote Access Protocol. Buyer expressly acknowledges, agrees and warrants that except as required for use by Concurrent Users as allowed by the Agreement and as provided herein each computer running an Authorization Product will be configured or at least limited to serve only one remote connection at a time. In other words, only one Authorized User can use a Remote Access Protocol at the same time. For example, if a host computer is installed with multiple instances of Cellebrite’s UFED Physical Analyzer, Buyer will ensure that it is not possible for multiple remote users to connect to the host computer and/or ensure that the foregoing does not occur. Regarding any other Cellebrite products or software other than Cellebrite’s UFED Physical Analyzer, Buyer may not use a Remote Access Protocol unless expressly agreed to in writing by Cellebrite. Regarding Endpoint Inspector and/or Endpoint Mobile, it is hereby clarified and agreed that: (i) Buyer may use Remote Access Protocol and allow Authorized and Concurrent Users to use outside of Territory, as detailed in the Agreement; and (ii) Cellebrite may, at its sole discretion, inform any Endpoint Inspector and/or Endpoint Mobile’s custodian about the nature of the use of the Endpoint Inspector and/or Endpoint Mobile application that will be installed and/or operated on or in relation to the custodian’s device. vi. Named Users. If the Agreement specifies that any Software may be used by Named Users, Buyer shall (i) assign a unique login credential for access and use of the Software to each Named User, (ii) ensure that the Software is used only by the applicable Named Users, (iii) ensure that Users do not share login credentials, and (iv) maintain the security and confidentiality of its Named User login credentials. vii. Concurrent Users. If the Agreement specifies that any Software may be used by Concurrent Users, Buyer may install one instance of such Software on one (1) designated host server for concurrent and simultaneous use and/or access by the applicable number of Concurrent Users. The number of Concurrent Users accessing such Software at any time may not exceed the number of Concurrent Users specified in the Agreement. Buyer must keep a record of all Authorized Users who are Concurrent Users. viii. Former BlackBag Software Users. Each copy of the Inspector, Digital Collector, Mobilyze, or SoftBlock Software may only be used, executed, or displayed by one (1) Authorized User and on one Licensed System at any given instance. The term “Licensed System” means a computer to which an activation key provided by BlackBag has been connected or accessed, as authorized by BlackBag in the applicable License Confirmation. B. Software Provisions. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 4 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX i. Any use or operation of the Product, including the Software, with any product and/or mobile device developed, manufactured, produced, programmed, assembled and/or otherwise maintained by any person or entity shall be permitted only after the User has obtained any consents or approvals required (to the extent required) pursuant to applicable Law. ii. UNDER NO CIRCUMSTANCES SHALL CELLEBRITE, ITS OFFICERS, EMPLOYEES OR REPRESENTATIVES BE LIABLE TO BUYER, USER OR ANY THIRD PARTY UNDER ANY CAUSE OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER INDIRECT DAMAGES UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING TO THE USE OF ANY OF THE CELLEBRITE SOFTWARE IN CONNECTION WITH ANY PRODUCT AND/OR MOBILE DEVICE DEVELOPED, MANUFACTURED, PRODUCED, PROGRAMMED, ASSEMBLED AND/OR OTHERWISE MAINTAINED BY ANY PERSON OR ENTITY, WITHOUT OBTAINING EACH APPLICABLE CONSENT AND APPROVAL. iii. No Obligation. Nothing in this EULA requires Cellebrite to provide Updates or Upgrades to Buyer or Buyer to accept such Updates or Upgrades. iv. Trial Licenses. Subject to the terms and conditions of this Agreement, Cellebrite hereby grants to Buyer, and Buyer accepts, a nonexclusive, time-limited and nontransferable license, effective upon delivery, to use a copy of Software, in executable form only, when provided by Cellebrite, and any accompanying Documentation, only for Buyer’s internal use for a trial of such Software in the Territory, for a period as specified by Cellebrite at its sole discretion, subject to the restrictions in Section 2. v. Buyer represents, warrants and covenants to Cellebrite that (a) only Users of Buyer who have obtained any necessary consents and approvals pursuant to applicable Law shall be permitted to use any of the Products and/or Software; (b) Users of Buyer shall only use any of the Products and/or Software in compliance with the terms of service, terms of use or other agreement with a Third Party; and (c) Buyer and its Users shall only use any of the UFED family of Products in compliance with all applicable Laws. C. License Prohibitions. Notwithstanding anything to the contrary, Buyer shall not, alone, through a User, an Affiliate or a Third Party (or allow a User, an Affiliate or a Third Party to): (a) modify any Software; (b) reverse compile, reverse assemble, reverse engineer or otherwise translate all or any portion of any Software; (c) pledge, rent, lease, share, distribute, sell or create derivative works of any Software; (d) use any Software to provide service to any Third Party including use on a time sharing, service bureau, application service provider (ASP), software as a service (SAAS), cloud services, rental or other similar basis; (e) make copies of any Software, except as provided for in the license grant above; (f) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or marks in any Software; (g) distribute any copy of any Software to any Third Party, including without limitation selling any Product in a secondhand market; (h) use any Embedded Software other than with Products provided by Cellebrite or an authorized reseller of Cellebrite or for more than the number of Products purchased from Cellebrite or an authorized reseller of Cellebrite; (i) disclose any results of testing or benchmarking of any Software to any Third Party; (j) use any Update or Upgrade beyond those to which Buyer is entitled or with any Software to which Buyer does not have a valid, current license; (k) deactivate, modify or impair the functioning of any disabling code in any Software; (l) circumvent or disable Cellebrite’s copyright protection mechanisms or license management mechanisms; (m) use any Software in violation of any applicable Law (including but not limited to any Law with respect to human rights PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 5 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX or the rights of individuals) or to support any illegal activity or to support any illegal activity; (n) use any Software to violate any rights of any Third Party; (o) use any Product for any training purposes, other than for training Buyer’s employees, where Buyer charges fees or receives other consideration for such training, except as authorized by Cellebrite in writing; (p) combine or operate any Products or Software with other products or software, without prior writt en authorization of Cellebrite or its Affiliates, including without limitation any installation of any software on any Product, or; (q) attempt any of the foregoing. Cellebrite expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to recover any lost profits, damages or costs resulting from any of the foregoing. D. Legal Exception. Buyer agrees that, to the extent that any applicable Law (including without limitation national laws implementing 2009/24/EC on the Legal Protection of Computer Programs) grants Buyer the right to reverse engineer any Software to make it interoperable without Cellebrite’s consent, before Buyer exercises any such rights, Buyer shall notify Cellebrite of such desire and, no later than sixty (60) days following receipt of such request, Cellebrite may decide either to: (a) perform the work to achieve such interoperability and charge its then-standard rates for such work to Buyer; or (b) permit Buyer to reverse engineer parts of such Software only to the extent necessary to achieve such interoperability. Only if and after Cellebrite, at its sole discretion, partly or completely denies Buyer’s request, shall Buyer exercise its statutory rights. E. Network Usage. Buyer understands and agrees that Cellebrite may use Buyer’s internal network and Internet connection for the limited purpose of transmitting license-related data at the time of installation, registration, use or update of Software to a Cellebrite-operated license server. At such time, Cellebrite may validate the license-related data in order to protect Cellebrite against unlicensed or illegal use of any Software. At its option, Cellebrite may only permit activation of Software upon exchange of license related data between Buyer’s computer and the Cellebrite license server. F. Third Party Software. Buyer acknowledges and agrees that the access and use of any Software (or certain features thereof) may involve access and/or use of Third Party Software. In addition to the Agreement, Buyer shall comply with the terms and conditions applicable to any such Third Party Software, including without limitation the following terms and conditions: i. Bing Maps - https://www.microsoft.com/en-us/maps/product/terms-april- 2011; http://aka.ms/BingMapsMicrosoftPrivacy ii. OpenStreetMap – http://www.openstreetmap.org/copyright iii. Additional Third Party Licenses can be found here: https://www.cellebrite.com/en/blackbag-agreements/#third_party G. No Implied Licenses. Except for the express licenses set forth herein, Cellebrite does not grant any license to Buyer, whether by implication or otherwise. H. Open Source Software. i. Software may use and/or be provided with third party open source software, libraries or other components (“Open Source Component”), including those detailed in the open source notices files separately conveyed to You. To the extent so stipulated by the license that governs each Open Source Component (“Open Source License”), each such Open Source Component is licensed directly to Buyer from its respective licensors and not sublicensed to Buyer PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 6 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX by Cellebrite, and such Open Source Component is subject to its respective Open Source License, and not to this Agreement. If, and to the extent, an Open Source Component requires that this Agreement effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this Agreement, as required, and shall supersede any conflicting provision of this Agreement, solely with respect to the corresponding Open Source Component which is governed by such Open Source License. ii. If Buyer or another party on its behalf, modifies, replaces or substitutes any Open Source Component used in or provided with this Software, Buyer hereby fully, forever, irrevocably and unconditionally releases and discharges Cellebrite, its Affiliates and its and their employees, officers, directors, resellers, distributors and representatives (collectively, “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, covenants, liabilities, warranties, performance and maintenance and support obligations (collectively, “Released Claims”), of every kind and nature, with respect to such Software, including without limitation any such Released Claims that arise as a matter of applicable Law. iii. If an Open Source License requires that the source code of its corresponding Open Source Component be made available to Buyer, and such source code was not delivered to Buyer with the Software, then Cellebrite hereby extends a written offer, valid for the period prescribed in such Open Source License, to obtain a copy of the source code of the corresponding Open Source Component, from Cellebrite. To accept this offer, Buyer shall contact Cellebrite at support@cellebrite.com. I. Personal Data. The parties acknowledge and agree that: (a) Within the scope of this Agreement, the Product is an on-premise solution used and operated solely by Buyer without the involvement of Cellebrite; (b) Cellebrite is not engaged in any processing of ‘personal data’ (as this term is used in Laws governing data privacy and data protection) that flows through the Product; and therefore (c) with respect to Cellebrite activities in the scope of this Agreement, Cellebrite is neither a ‘data controller’ nor ‘data processor’ (as these terms are used in Laws governing data privacy and data protection). 3. OWNERSHIP A. Title to Software. Notwithstanding anything to the contrary, Software furnished hereunder is provided to Licensee subject to and in accordance with the terms and conditions of the EULA. All title and interest of the Software and and/or any related Documentation and any derivative works thereof shall remain solely and exclusively with Cellebrite or its licensors, as applicable. Nothing in this Agreement constitutes a sale, transfer or conveyance of any right, title or interest in any Software and/or Documentation or any derivative works thereof. Therefore, any reference to a sale of Software shall be understood as a license to Software under the terms and conditions of the Agreement. In the event of any conflict between the GTC and the EULA, the EULA shall take precedence over the GTC in all matters related to the Software. B. Intellectual Property. All intellectual property rights relating to the Software and/or the Products, including without limitation, all patents, trademarks, algorithms, binary codes, business methods, computer programs, copyrights, databases, know-how, logos, concepts, techniques, processes, methods, models, commercial secrets and any other intellectual property rights, including any new developments or derivative works of such intellectual property, whether registered or not, are and PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 7 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX shall remain the sole and exclusive property of Cellebrite or its licensors, as applicable. All right, title and interest in and to any inventions, discoveries, improvements, methods, ideas, computer and other software or other works of authorship or other forms of intellectual property which are made, created, developed, written, conceived of or first reduced to practice solely, jointly with Licensee or on behalf of Licensee shall be and remain with Cellebrite or its licensors, as applicable. Any suggestions, improvements or other feedback provided by Licensee to Cellebrite regarding any Products, Software or services shall be the exclusive property of Cellebrite. Licensee hereby freely assigns any intellectual property rights to Cellebrite in accordance with this Section, including any moral rights, and appoints Cellebrite as its attorney-in-fact to pursue any such intellectual property rights worldwide. 4. CONFIDENTIALITY – The parties may each disclose to the other proprietary information related to the subject of the Agreement (“Confidential Information”). Software, Documentation, Trade Secrets, and any technical information related thereto are Confidential Information of Cellebrite without any marking requirement, but any other information disclosed in writing must be marked “confidential” or “proprietary” to be deemed the Confidential Information of a party. Information disclosed orally may be deemed Confidential Information if the disclosing party says it is proprietary and summarizes it in a writing to the other party within twenty (20) days of the oral disclosure. Pursuant to 18 U.S.C. §1833(b) , Buyer shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Cellebrite’s Trade Secrets (as defined below) only if such disclosure is made: (i) in confidence to a Federal, State, or local government official or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In court proceedings claiming retaliation by Cellebrite for Buyer’s reporting a suspected violation of law, Buyer may only disclose Cellebrite Trade Secrets to Buyer’s legal counsel and may only use the Trade Secret information, if Buyer (i) files documents containing Trade Secrets under seal; and (ii) Buyer does not otherwise disclose Cellebrite Trade Secrets, except pursuant to a court order. The term “Trade Secret” means all forms and types of financial, business, sci entific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if: (a) Cellebrite has taken reasonable measures to keep such information secret; and (b) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information. The receiving party shall: (a) hold Confidential Information in confidence using the same degree of care as it normally exercises to protect its own proprietary information but at least reasonable care, (b) restrict disclosure and use of Confidential Information to only employees (including any agents, contractors or consultants) with a need to know who are advised of their obligations with respect to Confidential Information, (c) not copy, duplicate, reverse engineer or decompile Confidential Information, (d) use Confidential Information only in furtherance of performance under the Agreement, and (e) upon expiration or termination of the Agreement, at the disclosing party’s option, destroy or return all Confidential Information to the disclosing party. The receiving party shall have no obligation regarding Confidential Information that: (v) was previously known to it free of any confidentiality obligation, (w) was independently developed by it, (x) is or becomes publicly available other than by unauthorized disclosure, (y) is disclosed to third parties by the disclosing party without restriction, or (z) is received from a third party without violation of any confidentiality obligation. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 8 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX If a party is faced with legal action or a requirement under applicable Law to disclose or make available Confidential Information received hereunder, such party shall promptly notify the disclosing party and, upon request of the latter, cooperate in contesting such action or requirement at the disclosing party’s expense. Neither party shall be liable for damages for any disclosure or unauthorized access pursuant to legal action or applicable Law or for inadvertent disclosure, access, or use if the customary degree of care as it uses with respect to its own proprietary information has been exercised and if, upon discovery of such inadvertent disclosure, access, or use the receiving party has endeavored to prevent any further (inadvertent or otherwise) disclosure or use. 5. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITY. A. Definitions. For purposes of the exclusive remedies and limitations of liability set forth in this Section 5, Cellebrite shall be deemed to include its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers; and “damages” shall be deemed to refer collectively to all injury, damage, loss or expense incurred. B. Exclusive Remedies. Cellebrite’s entire liability and Buyer’s exclusive remedies against Cellebrite for any damages caused by any Product or Software defect or failure, or arising from the performance or non-performance of any obligation under the Agreement, regardless of the form of action, whether in contract, tort including negligence, strict liability or otherwise shall be: i. For bodily injury or death to any person proximately caused by Cellebrite, Buyer’s direct damages; and ii. For all other claims, Cellebrite’s liability shall be limited to direct damages that are proven, in an amount not to exceed the total amount paid by Buyer to Cellebrite during the twelve (12) month period that immediately preceded the event that gave rise to the applicable claim. C. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, CELLEBRITE SHALL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT CELLEBRITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS PROVISION SHALL APPLY EVEN IN THE EVENT OF THE FAILURE OF AN EXCLUSIVE REMEDY. D. No Liability to any Third Party. TO THE MAXIMUM PERMITTED EXTENT, CELLEBRITE DISCLAIMS ANY AND ALL LIABILITIES OR OBLIGATIONS WHATSOEVER RELATED TO ANY PRODUCT OR SOFTWARE OR LICENSING OF ANY SOFTWARE TO, OR USE BY, ANYONE OTHER THAN BUYER. E. Third Party Software Liability. Notwithstanding anything to the contrary, Cellebrite shall not be liable to Buyer or any User for any damages due to use of any Third Party Software. The limitations and exclusions from liability under the terms and conditions applicable to any Third Party Software (which are applicable to the arrangement between Buyer and the applicable provider of such Third Party Software) shall govern and apply with respect to the use of each such Third Party Software. Additionally, Cellebrite does not provide any warranty with respect to any Third Party Software. The warranty provided by the terms and conditions applicable to any Third Party Software (which are applicable to the arrangement between Buyer and the applicable provider of such Third Party Software) shall apply to Third Party Software. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 9 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX 6. BUYER INDEMNITY – To the maximum extent permitted by applicable Law, Buyer shall, at its expense: (i) indemnify and hold Cellebrite and its Affiliates and its and their directors, officers, employees, agents, representatives, shareholders, subcontractors and suppliers harmless from and against any damages, claim, liabilities and expenses (including without limitation legal expenses) (whether brought by a Third Party or an employee, consultant or agent of Buyer’s) arising out of any (a) misuse or use of any Product or Software furnished under the Agreement in a manner other than as authorized under this EULA, including without limitation using the Product or Software in a manner that violates applicable Law including without limitation a person’s Fourth Amendment rights under the United States Constitution (or its equivalent in the Territory); (b) misappropriation of any personal information, (c) failure to obtain consents and approvals required by applicable Law for the use of any of the Cellebrite’s Products or Software, or; (g) use of any Product or Software in breach of or to violate the terms of any other agreement with a Third Party; (ii) reimburse Cellebrite for any expenses, costs and liabilities (including without limitation legal expenses) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Cellebrite and attributable to such claim. 7. CELLEBRITE INDEMNITY – Cellebrite will, at its expense: (i) indemnify, defend and hold Buyer and its Affiliates and its and their officers and directors harmless from any Third Party claim to the extent alleging that any Software furnished under this Agreement directly infringes any patent, copyright or trademark or misappropriates any trade secret, in each case having legal effect in the Territory; (ii) reimburse Buyer for any expenses, costs and liabilities (including reasonable attorney’s fees) incurred relating to such claim; and (iii) pay all settlements, damages and costs assessed against Buyer and attributable to such claim. In connection with satisfying its obligations hereunder, Cellebrite may, at its option and expense: (a) procure for Buyer and/or its customers the right to continue using such Software or any Product on which such Software is embedded; (b) replace or modify any such Software or any Product on which such Software is embedded, to be free of such infringement; or (c) require return of such Software or any Product on which such Software is embedded, and refund the purchase price or license price depreciated on a straight-line basis over a three (3) year period from the delivery date. Cellebrite shall have no obligations under this Section 7 with respect to any Excluded Item. The maximum liability of Cellebrite in relation to any claims under this Section 7 shall not exceed the amounts paid by Buyer to license the infringing Software or purchase Products including the infringing Software in the twelve (12) months immediately preceding the claim. If there are any other indemnification obligations with respect to infringement of any patent, copyright or trademark or misappropriation of any trade secret under the Agreement, this Section 7 shall be of no force and effect. Cellebrite’s obligations under this Section 7 are conditioned upon: (1) Buyer giving Cellebrite prompt written notice (within no more than thirty (30) days) after any such claim, unless Cellebrite wou ld not be materially prejudiced thereby; (2) Cellebrite having complete control of the defense and settlement of such claim; (3) Buyer cooperating fully with Cellebrite to facilitate the defense or settlement of such claim; and (4) Buyer’s substantial compliance with the Agreement. The sale of any Product by Cellebrite shall not in any way confer upon Buyer, or upon anyone claiming under Buyer, any license (expressly, by implication, by estoppel or otherwise) under any patent claim of Cellebrite or others covering or relating to any combination, machine or process in which such Product is or might be used, or to any process or method of making such Product. THE FOREGOING STATES THE SOLE AND EXCLUSIVE REMEDY AND OBLIGATION OF THE PARTIES HERETO FOR INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS ARISING OUT OF THIS AGREEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, IN REGARD THERETO. 8. DISABLING CODE PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 10 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX A. Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable such Software. Except as provided in Section 8.B, Cellebrite will not invoke such disabling code without Buyer’s prior consent. B. Invocation of Disabling Code. Notwithstanding anything to the contrary, Cellebrite may invoke the disabling code without Buyer’s consent if (i) Cellebrite reasonably believes that such Software has been, is being, or will be used in violation of Laws; (ii) Cellebrite is required to do so because of a court or regulatory order; (iii) Buyer has not paid an outstanding invoice more than sixty (60) days after such invoice is due, or; (iv) Buyer has used the Software other than as authorized by Buyer’s license. Cellebrite shall have no liability to Buyer for any good faith invocation of any such disabling code. 9. TERM AND TERMINATION A. Term. The term of this EULA is while any Software is under Buyer’s control or possession. The License Term shall be determined in a separate agreement between Cellebrite and the Buyer. B. Termination. Cellebrite may terminate this EULA (i) upon thirty (30) days’ prior written notice to Buyer if Buyer has not cured any material breach of this EULA by the end of such thirty (30) day notice period or (ii) if Buyer has not paid any invoice sixty (60) days after such invoice is due. Upon termination or expiration of this EULA, (a) Buyer shall be responsible for payment for all purchase orders delivered to Buyer by Cellebrite before the effective date of termination and (b) Buyer shall destroy all copies of any Software under Buyer’s control or possession. C. Survival. The provisions of Sections 1-5, 6, 9, and 10-15 of this EULA shall survive any termination or expiration of this EULA. 10. CHOICE OF LAW; JURISDICTION; GOVERNING LANGUAGE A. Choice of Law; Jurisdiction. i. The Parties agree to meet and discuss any dispute or claim relating to the Agreement prior to seeking any judicial resolution, for a period of at least thirty (30) days, during which either party may request confidential mediation. ii. This Agreement and any disputes or claims arising hereunder are governed by the Laws of, and subject to the exclusive jurisdiction of, the country of incorporation of the Cellebrite entity that sold any Product or licensed any Software to Buyer, without giving effect to any choice of Law rules or principles. In case of sales or licenses in the United States of America, this Agreement and any disputes or claims arising hereunder are governed by the laws of the State of California and subject to the exclusive jurisdiction of the federal or state courts in California, without giving effect to any conflict of Law rules or principles. Venue shall exclusively be in Fresno County. Cellebrite may, at its sole discretion, initiate any dispute or claim against Buyer, including for injunctive relief, in any jurisdiction permitted by applicable Law. B. Litigation Support. Cellebrite will only provide litigation support or testimony related to this Agreement if Cellebrite is compensated for its participation, including all travel expense, attorneys’ fees, lost opportunity costs, and other applicable amounts. Purchaser will contact Cellebrite for a quote. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 11 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX C. Governing Language. The parties hereto have required that this EULA be drawn in the English language, and that the English language version shall control over any translations thereof. If Buyer is located in Quebec, the following sentence shall apply: Les parties conviennent que cette EULA soient rediges en anglais. 11. ASSIGNMENT – Except to the extent otherwise required by applicable Law or expressly provided for assignment generally in the Agreement, no license provided to Buyer is sublicensable, transferable or assignable by Buyer, including by operation of Law, change of control, merger, purchase or otherwise, without the prior written consent of Cellebrite in each instance. Other than as expressly permitted by the foregoing, any attempted sublicense, transfer or assignment by Buyer shall be null and void. 12. NO-WAIVER – No course of dealing or failure of either party to strictly enforce any term, right or condition of the Agreement shall be construed as a waiver of such term, right or condition. 13. ENTIRE AGREEMENT – The terms and conditions contained in this EULA supersede all prior oral or written understandings between the parties and shall constitute the entire agreement between the parties with respect to the subject matter of this EULA, except as provided for in the preamble to this EULA. This EULA may not be modified or amended except by a writing signed by Buyer and Cellebrite. 14. CONSTRUCTION; SEVERABILITY – The headings used in this EULA are for reference purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof. If any provision of this EULA is held to be invalid or unenforceable for any reason, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. The parties shall interpret the affected provision in a manner that renders it enforceable while attempting to closely approximate the intent and effect of the affected provision. 15. GOVERNMENT USE A. U.S. Government End Users. The Software was developed exclusively at private expense and qualifies as a “commercial item” consisting of “commercial computer software” and/or “computer software documentation” as such terms are defined and used at FAR (48 C.F.R.) 2.101. Use, duplication or disclosure of the Software by the U.S. Government are subject to restrictions set forth in this Agreement, in accordance with FAR 12.212 and/or DFARS 227.7202-4, as applicable. B. Incorporation of FAR. If the Licensee is a U.S. federal government entity (or agency thereof), these Terms incorporate the following FAR provisions by reference: 52.222-50 52.233-3 52.222-54 52.222-21 52.222-26 52.203-6 52.204-10 52.209-9 52.212-4 52.222-40 52.222-41 52.203-13 52.222-36 52.222-37 52.233-4 52.212-5 52.209-10 52.222-35 52.222-53 16. INAPPLICABLE TERMS AND PROVISIONS – VOID AB INITIO. This Section only applies to U.S. local, county, state, governmental agencies and other U.S. law enforcement agencies that are state or federally funded by the United States Government. Subject to the foregoing statements, to the extent that any term or provision of the Agreement, is considered void ab initio, or is otherwise unenforceable against the Licensee pursuant to applicable U.S. Law that expressly prohibits Licensee from agreeing to such term or condition, then such conflicting term or provision in this Agreement shall be struck to the extent to make such term or provision enforceable, and the remaining language, if any, shall remain in full force and effect. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 12 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX Any Licensee policies or procedures which are not expressly required by U.S. Law, shall not apply or be incorporated into the Agreement. This Section does not apply to any private enterprise, public or private corporation, law firm, consulting company, digital forensics company, non-law enforcement agency, private person, or any other corporate entity that is a Licensee. Release Date: September 26, 2021 * * * Appendix I CELLEBRITE’S STANDARD WARRANTY A. Hardware Warranty: Subject to the remaining Sections of this Appendix I, Cellebrite warrants that each Product, including all firmware but excluding 1) Software, for which the warranty is only as provided under Section B, 2) other Accessories, for which the warranty shall be as provided below, and 3) related services or prototypes of any Product, shall perform in substantial conformance with its Documentation for twelve (12) months after delivery (the “Warranty Period”). If any failure to conform to such specification (“Defect”) is suspected in any Product during the Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective samples of the Product to Cellebrite in accordance with Cellebrite’s instructions at Licensee's expense. No Product will be accepted for repair, replacement, credit or refund witho ut the written authorization of Cellebrite. Cellebrite shall analyse the Defect and any technical information provided by Licensee to verify whether any Defect appears in the Product. If a returned Product does not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs, and transportation at Cellebrite’s then-prevailing rates. If a returned Product has a Defect, Cellebrite shall, at its option, either repair or replace the defective Product with the same or equivalent Product without charge. If, after a period of thirty days following Cellebrite’s receipt of the returned Product, repair or replacement has not occurred then Cellebrite will credit or refund (at Cellebrite's option) the purchase price, provided: (i) Licensee notifies Cellebrite in writing of the claimed Defect within thirty (30) days after Licensee knows or reasonably should know of the claimed Defect, and (ii) the Defect appears within the Warranty Period. Cellebrite shall ship any replacement Product DAP, excluding Import VAT (Incoterms 2010), to Licensee’s PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 13 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX destination. Title to any replaced Product or replaced parts of any Product shall pass to Cellebrite upon delivery. In no event shall Cellebrite be responsible for deinstallation or reinstallation of any Product or for the expenses thereof. Repairs and replacements covered by the above warranty will perform in substantial conformance with the Documentation for a period of (i) six (6) months from the date of repair or replacement or (ii) until the expiration of the original Warranty Period, whichever is later. Accessories shall perform in substantial conformance with their Documentation for six (6) months after Licensee’s receipt (the “Accessories Warranty Period”). If any Defect is suspected in any accessories during the Accessories Warranty Period, Licensee, after obtaining return authorisation information from Cellebrite, shall ship suspected defective Accessories to Cellebrite in accordance with Cellebrite’s instructions. No Accessories will be accepted for repair or replacement without the written authorisation of Cellebrite. If returned Accessories do not have a Defect, Licensee shall pay Cellebrite all costs of handling, inspection, repairs and transportation at Cellebrite’s then- prevailing rates. If returned Accessories have a Defect, Cellebrite shall either repair or replace the defective Accessories with the same or equivalent Accessories without charge. Title in any replaced Accessories shall pass to Cellebrite upon delivery of the replacement Accessories. “Accessories” shall mean using any peripheral equipment which accompanies, or is used in conjunction with, the Products, including without limitation, cables, kits, connectors or other accessories. B. Software Warranty: Cellebrite warrants to Licensee that for a period of sixty (60) days after the date of shipment, the Software will perform substantially in conformance with its Documentation. As Purchaser’s sole and exclusive remedy, Cellebrite will, at its sole expense, and as its sole obligation, promptly repair or replace any Software that fails to meet this limited warranty. Software shall be provided with an initial twelve (12) months license which may be renewed by Purchaser for additional terms against payment of the applicable subscription fees to Cellebrite (the “Software License Period”). During the Software License Period Cellebrite shall provide Purchaser with periodical Software Updates, at Cellebrite's sole and absolute discretion. C. Exclusions: Cellebrite is not responsible for any claimed breach of any warranty caused by: (a) Licensee’s use of the Products or Software in violation of Section 2(C) (“License Prohibitions”); (b) placement of the Products or Software in an operating environment contrary to specific written instructions and training materials provided by Cellebrite to Licensee; (c) Licensee’s intentional or negligent actions or omissions, including physical damage, fire, loss or theft of a Product; (d) cosmetic damage to the outside of a Product, including ordinary wear and tear, cracks or scratches; (e) for any Product with a touch screen, any Defect in such a touch screen after thirty (30) days from the date of receipt of such Product, or any Defect caused in a touch screen by Licensee’s negligence or wilful misconduct; (f) maintenance of the Products or Software in a manner that is contrary to written instructions provided by Cellebrite to Licensee; (g) a product or service not provided, authorised or approved by Cellebrite for use with the Products or Software; (h) any repair services not authorised or approved by Cellebrite; (i) any design, documentation, materials, test data or diagnostics supplied by Licensee that have not been authorised or approved by Cellebrite; (j) usage of any test units, experimental products, prototypes or units from risk lots (each of which is provided “AS IS” to the maximum extent permissible by law); (k) any third party original PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 14 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX equipment manufacturer’s restrictions on individual phones or models of phones that prevent the phones or models of phones from working with the Products or Software; (l) any damage to a third party device alleged to or actually caused by or as a result of use of a Product or Software with a device; (m) any Products that have had their serial numbers or month and year of manufacture or shipment removed, defected or altered; (n) any interactions or other effects relating to or arising out of the installation of copies of the Software beyond the number of copies authorised by an agreement between Cellebrite and Licensee; (o) use of Products or Software incorporated into a system, other than as authorised by Cellebrite; or (p) any Products or Software that has been resold or otherwise transferred to a third party by Licensee (any Product or Software affected by the cases in (a)-(p) is referred to hereinafter as an “Excluded Item”). The warranties herein do not apply to, and Cellebrite makes no warranties with respect to the computer or other platform on which the Software is installed or otherwise embedded. D. Warranty Limitations: EXCEPT AS STATED IN THIS WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELLEBRITE, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, AT COMMON LAW OR BY STATUTE, AND SPECIFICALLY DISCLAIM ANY WARRANTY AND/OR CONDITION RELATING TO THE PRODUCTS, SERVICES, OR THE CONFIDENTIAL INFORMATION, INCLUDING THOSE OF MERCHANTABILITY, ACCURACY, PATENT SUFFICIENCY, FITNESS FOR A PARTICULAR PURPOSE, USE, VALUE, NONVIOLATION OF PRIVACY RIGHTS, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY JURISDICTION OR THAT THE PRODUCTS WILL BE OF SATISFACTORY QUALITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR FAILURE OF AN ITEM TO CONFORM WITH ITS SPECIFICATIONS SHALL BE CELLEBRITE’S OBLIGATION (i) TO REPAIR OR (ii) TO REPLACE OR, (iii) IF NEITHER (i) NOR (ii) IS COMMERCIALLY FEASIBLE, TO CREDIT OR REFUND (AT CELLEBRITE'S OPTION) SUCH ITEM AS SET FORTH ABOVE. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. Cellebrite expressly disclaims and renounces any warranty or representation that the Products and/or the Software can work with all types of devices, any particular device, or with any particular version of any operating system. Licensee assumes the entire risk and all liabilities that the Product and/or the Software will not work with respect to any such device. THE LICENSEE’S BENEFITS FROM THE SERVICES ARE PROVIDED BY CELLEBRITE ON AN “AS-IS” AND “WHERE IS” BASIS AND WITH ALL FAULTS. E. Repaired or Replaced Products: Before returning a Product for service, Licensee will back up any data contained in such Product. IN NO EVENT WILL CELLEBRITE, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND WHATSOEVER RELATING TO OR ARISING OUT OF DAMAGE TO, LOSS OF, OR CORRUPTION OF, ANY RECORDS, PROGRAMS, DATA OR INFORMATION RESULTING FROM CELLEBRITE’S REPAIR OR REPLACEMENT SERVICES UNDER THIS WARRANTY, OR AS A RESULT OF A FAILURE OR MALFUNCTION OF A PRODUCT. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's EULA- Attachment A 15 of 15 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX CELLEBRITE INC. GENERAL TERMS AND CONDITIONS 1. Definitions 1.1. In addition to the definitions contained in the End User License Agreement available at https://legal.cellebrite.com/End-User-License-Agreement.html (“EULA”), the terms of which are incorporated by reference herein, in these General Terms and Conditions (the “GTC”): 1.1.1. “Licensee” shall mean the contracting party of the which purchase from Cellebrite the Products under the Purchase Order. 1.1.2. “Person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a limited liability partnership, a trust, an incorporated organization and a governmental or regulatory authority. 1.1.3. “Personal Information” means any information that can identify an identifiable person, and includes, but is not limited to: (a) an individual’s name together with address, Social Security Number, Tax identification number, driver’s license number, identification card number, phone number, date of birth, password or other security credentials or other information that can identify an individual; (b) credit, debit or other payment card information, bank account or other financial institution information, credit history, credit reports or other financial information; (c) Licensee proprietary network information, including without limitation call and message detail, type and use of products or services, account numbers, identifying numbers of wireless devices or other information related to telecommunications usage; and, (d) compensation or benefits information, protected health information, marital status, number of dependents, background checks, disciplinary action or other information related to employment. 1.1.4. “Purchase Order” or “PO” shall mean a purchase order submitted by Licensee to Cellebrite. 1.1.5. “Quote” shall mean a Quote issued by Cellebrite pursuant to this Agreement. 1.1.6. “Restricted Territories” shall mean any of those jurisdictions or territories that are (i) subject or target of sanctions or terrorist-supporting territories, including, without limitation, Iran, Iraq, Somalia, Syria, Libya, Lebanon, Palestinian territories, North Korea, Sudan, Yemen, Cuba, Venezuela, Pakistan and the Crimea region, or (ii) regulated territories in which Licensee does not have the licences, permits, authorizations and approvals that are required by all applicable laws issued by the relevant regulatory authority to carry out Licensee’s business activity using the Product and/or the Software. 1.2. In these GTC, unless the context otherwise requires: (i) words expressed in the singular shall include the plural and vice versa, (ii) words expressed in the masculine shall include the feminine and neutral gender and vice versa; (iii) references to Sections are references to sections of these GTC, and; (iv) references to “day” or “days” are to business days, which shall be any day, other than a Saturday or Sunday or a day on which banks located in the United States shall be authorised or required by law to close. 2. Scope and Purpose PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 1 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX The Agreement shall apply to any acquisition of Products by Licensee from Cellebrite. In the event of any conflict, ambiguity, or inconsistency between the provisions of the Agreement and any other document, such as a Licensee-issued PO, the following order of precedence shall apply: (1) the Agreement; (2) a Confirmed PO; and (3) the terms of any other Cellebrite-issued document relating to the Product. Licensee’s preprinted terms, URL’s, or hyperlinks in any document (“Other Document”) shall not be binding on the Parties nor modify this Agreement, and are expressly rejected, regardless of when issued by Licensee and/or received by Cellebrite, or even if signed by Cellebrite. Should such Other Document contain language that purports to supersede and/or control over this Agreement, the Parties expressly acknowledge and agree that such Other Document shall have no such legal effect between the Parties. Any deviations from the Agreement, unless they are made in writing and executed by a duly authorised officer of Cellebrite, shall be void and unenforceable. 3. Purchase Orders 3.1. Purchase Order. Licensee will issue Purchase Orders to Cellebrite specifying: (i) quantities of each Product; (ii) price per unit for each Product (in accordance with the terms agreed upon hereunder) (“Price per Unit”) and license fees; (iii) desired date for collection of the Products; (iv) shipping instructions; and (v) any other data or information requested by Cellebrite. 3.2. Purchase Order Amendments. Changes to any Purchase Order require: (i) sufficient advance notice for Cellebrite to make the necessary modifications and (ii) written confirmation from Cellebrite for such modification to the Purchase Order. The Parties will confirm in writing any changes in the Price per Unit or delivery schedule of the Product. The Licensee will reimburse Cellebrite for all costs and expenses incurred by Cellebrite in connection with amendment of the Purchase Order. 3.3. Purchase Order Confirmation. Cellebrite shall provide a written response to each Purchase Order within seven (7) business days following the receipt of a Purchase Order. In the event Cellebrite fails to respond to Licensee within said period, the Purchase Order shall be deemed accepted (“Confirmed PO”). 3.4. Purchase Order Cancellation and Reimbursement of Charges. Licensee may cancel a Purchase Order in whole or in part by giving Cellebrite a written notice in this respect no later than forty- five (45) days prior to the designated delivery date. In the event Licensee cancels a Purchase Order or any part thereof, Cellebrite shall reimburse Licensee for the relative part of the Total Purchase Price (as defined below) paid by Licensee for the Products. Cellebrite may reduce any sums to be reimbursed to reflect the costs of material which cannot otherwise be consumed or used in the next three (3) months by Cellebrite in the course of its business. 4. Prices and Purchase Price 4.1. Price List. Cellebrite may, at its sole discretion, change its price lists or add or remove products from the price lists. Changes in price lists shall take effect within thirty (30) days from the date of notification to Licensee. It is hereby clarified that changes in price lists shall not apply to Products underlying a Confirmed PO, however, price list changes will apply to any Confirmed PO if Licensee has requested an amendment to the Confirmed PO and the amendment has not been accepted by Cellebrite at the time of the price list change. 4.2. Total Purchase Price. Licensee shall pay Cellebrite the total price as set forth in the Purchase Order (“Total Purchase Price”). Cellebrite may charge Licensee for any modifications to an accepted Purchase Order, including changes in the proposed delivery schedule. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 2 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX 4.3. Quoted Price. Unless otherwise agreed in writing, all prices quoted in the Purchase Order (“Quoted Price”) shall be paid by Licensee to the account(s) indicated by Cellebrite. All payments shall be made in US currency or other currency mutually agreed by the Parties. The payment is considered made at the date when the amounts effectively reach Cellebrite’s bank account. The Quoted Price does not include transportation, insurance, federal, state, local, excise, value-added, use, sales, property (ad valorem), and similar taxes or duties In addition to the Quoted Price, Licensee shall pay all taxes, fees, or charges imposed by any governmental authority. If Cellebrite is required to collect the foregoing, Licensee will pay such amounts promptly unless it has provided Cellebrite with a satisfactory valid tax exemption certificate authorized by the appropriate taxing authority . 4.4. Terms of Payment and Default Interest. Payment for the Products under any confirmed PO shall be in accordance with the payment terms set forth in the Quote. Failure to make due payment in accordance with the terms of the Quote may cause Cellebrite to apply an interest charge of up to one and one-half percent (1.5%) per month (but not to exceed the maximum lawful rate) on all amounts which are not timely and duly paid, accruing daily and compounding monthly from the date such amounts were due. Licensee shall reimburse Cellebrite for all costs and expenses incurred by Cellebrite in connection with the collection of overdue amounts, including attorneys’ fees. Licensee shall not be permitted to set off any deductions against any amounts due to Cellebrite. 5. Delivery 5.1. Delivery Obligations. Delivery obligations of Cellebrite (including the delivery location and time period) shall be as set forth in the Quote. The Product shall be free from any pledge, lien, charge, hypothecation, encumbrance or other security interest upon its delivery to Licensee. 5.2. Transfer of Risk and Title. The transfer of the risk regarding the hardware (not the Software) shall pass to Licensee upon delivery. Only upon full payment of Licensee to Cellebrite the title of the hardware (not Software) shall pass to Licensee. 6. Representations and Warranties 6.1. Each Party warrants, represents, and undertakes that it has and shall continue to have full ability, capacity, and authority required by law or otherwise to enter into and to perform its obligations under the Agreement in a reliable and professional manner . 6.2. Licensee warrants, represents and undertakes that: (i) it has obtained, prior to the consummation of this Agreement, all approvals, permits, licences, consents, authorisations, registrations, permissions, notices, certifications, rulings, orders, judgements and other auth orisations from any applicable data subject, employee, employee representative body, regulatory authority, or third party entity or person necessary for the use of the Product and/or the Software by Licensee or for Cellebrite to perform or provide any services related to the Product and/or the Software (“Permissions”) which include, rights for Cellebrite to use, access, intercept, analyse, transmit, copy, modify, and store, all of the intellectual property rights, Personal Information (“Personal Data”), confidential information, or other data or information that may be used, accessed, intercepted, transmitted, copied, modified or stored by Cellebrite to perform or provide any Services; (ii) the execution, delivery and performance of this Agreement have been duly authorised by all necessary corporate actions; (iii) neither the execution and delivery of this Agreement, nor compliance by it with the terms and provisions hereof and thereof, will conflict with, or result in a breach of any judgment, order, writ, d ecree, statute, rule, regulation or restriction; (iv) its performance of its obligations in accordance with the terms of the Agreement will not breach any agreement by which it is bound, or violate or infringe any law or any copyrights; (v) it shall use reasonable endeavours to provide such information and PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 3 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX assistance which is reasonably required to fulfil Cellebrite’s obligations under the Agreement; and (vi) it has the right to be in possession of, access, interact with and otherwise use, all devices, equipment, programmes, data and media (including any telecommunications systems) that are being used in connection with the Product and/or the Software and that the use of the Product and/or the Software, including any instructions given to Cellebrite in connection with the same, is made in compliance with all applicable laws; and (vii) all information provided by it to Cellebrite during the term of the Agreement shall be complete and accurate in all material respects, and that it is entitled to provide the information to Cellebrite for its use as contemplated under the Agreement. 6.3. Where necessary for, or incidental to, any servicing by Cellebrite of the Product and/or Software, Licensee authorises Cellebrite to: 6.3.1. access all devices and all programmes, data and media contained on them; 6.3.2. obtain and retain personal data on the devices and programmes, data and media contained on them; 6.3.3. access and intercept communications on the devices and programmes, data and media contained on them; and 6.3.4. use technology or other means to circumvent measures designed to prevent unauthorised access to devices and all programmes, data and media contained on them, including where such measures are designed to protect copyright works. 6.4. Licensee shall provide to Cellebrite in a timely manner the following documents, information, items, written evidence and materials in any form (whether owned by Licensee or third party) and ensure that they are accurate and complete in all material respects: 6.4.1. Licensee’s IT Policy; 6.4.2. Licensee’s Acceptable Use Policy ; 6.4.3. Licensee’s “Bring Your Own Device” Policy; and 6.4.4. evidence that Licensee’s has obtained all Permissions required to permit Cellebrite to perform its service obligations under the Agreement. 6.5. Reserved. 7. Responsibility 7.1. Subject to the terms of the Agreement and any ancillary documents thereto, each Party is responsible to the other Party for damages it may cause to the other Party by its willful acts and for its failure to fully or duly perform the conditions hereof. 7.2. Licensee will not, directly or indirectly, use, resell, deliver, transfer, lend, or otherwise make available the Product and/or the Software to any of Cellebrite’s competitors. 7.3. Licensee will not directly or indirectly use the Product and/or the Software, or otherwise resell, deliver, transfer, lend, contribute or otherwise make available the Product and/or Software to any party, person or entity in connection with any terrorist activity or activity or business in any of the Restricted Territories in violation of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State (including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury or other relevant economic sanctions authority. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 4 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX 7.4. Cellebrite may modify the list of Restricted Territories in its sole discretion. Cellebrite will notify Licensee of any such modifications. 7.5. Both Parties shall comply with Cellebrite’s Business Conduct Policy available at http://legal.cellebrite.com/intl/Business_Conduct_Policy.htm. If a Party breaches the Business Conduct Policy, the non-breaching Party may terminate this GTC by giving ten (10) days’ prior written notice to the breaching Party. 8. Compliance 8.1. Licensee is obligated to comply with the law applicable in connection with the business relationship with Cellebrite. Licensee will comply with Cellebrite’s Business Conduct Policy. 8.2. Licensee represents warrants and covenants that it shall not engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Cellebrite or to any of Cellebrite’s products, including but not limited to the Product or the Software and shall only use the Products or Software in compliance with all applicable laws and regulations (including, without limitation, data protection, privacy, computer misuse, telecommunications interception, intellectual property, and import and export compliance laws and regulations or the applicable foreign equivalents) . 8.3. Licensee and its subsidiaries and Affiliates will not (i) offer, promise or grant any benefit to a public official for that person or a third party for the discharge of a duty; (ii) offer, promise or grant an employee or an agent of a business for competitive purposes a benefit for itself or a third party in a business transaction as consideration for an unfair preference in the purchase of goods or commercial services; (iii) demand, allow itself to be promised or to accept a benefit for itself or another in a business transaction as consideration for an unfair preference to another in the competitive purchase of goods or commercial services, and; (iv) violate any applicable anticorruption regulations and, if applicable, not to violate the US Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act or any other applicable antibribery or anti-corruption law. Licensee further represents, covenants and warrants that it has, and shall cause each of its subsidiaries and/or Affiliates to, maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA, the U.K. Bribery Act, or any other applicable anti -bribery or anti-corruption law. 8.4. Upon Cellebrite's request, Licensee will confirm in writing that it complies with Section and is not aware of any breaches of the obligations under this Section. If Cellebrite reasonably suspects that Licensee is not complying with Section then, after notifying Licensee regarding the reasonable suspicion, Cellebrite may demand that Licensee, in accordance with applicable law, permit and participate in - at its own expense - auditing, inspection, certification or screening to verify Licensee’s compliance with this Section. Any such inspection can be executed by Cellebrite or its third party representative. 8.5. Reserved. 8.6. Cellebrite may immediately terminate this Agreement and any applicable Purchase Orders if Licensee violates its obligations under this Section. Nothing contained in this Section sha ll limit any additional rights or remedies available to Cellebrite. 8.7. Licensee shall indemnify Cellebrite and Cellebrite's employees from any liability claims, demands, damages, losses, costs and expenses that result from a culpable violation of th is Section by Licensee. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 5 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX 8.8. Licensee will pass on the provision of this Section to its affiliates and bind its affiliates accordingly and verify the compliance of its subsidiaries or affiliates with the provisions of this Section. 9. Force Majeure 9.1. Neither party will be liable for delays in performance caused by any unforeseeable and unpreventable circumstance or event beyond the party’s reasonable control that interferes with the performance of the Agreement (“Force Majeure”). Force Majeure includes, but is not limited to, acts of God, war (whether declared or undeclared), terrorism, strikes, fires, accidents, floods, civil disturbance and natural disasters. Upon the ceasing or termination of Force Majeure, the Parties shall resume their responsibilities under the terms of the Procurement Agreement or Purchase Order and related agreements within 7 days (or, if the same is not possible, within reasonable period of time). 9.2. A party seeking the protection of Section 9.1 shall provide written notice to the other party within five (5) days of the beginning of the Force Majeure event. 10. Export 10.1. The Parties acknowledge that the Product and/or the Software is or may be subjected to regulations on customs, export or import control and/or re-export regulations applicable in the United States, the European Union and its member countries, and/or other countries. Said regulations include but are not limited to the provisions of the US Export Administration Regulations (EAR) and the provisions of the regulations of the European Union. 10.2. Licensee expressly warrants, represents and covenants that it shall comply fully with all applicable export laws and regulations of the United States and other jurisdictions to ensure that neither the Product nor the Software are exported or reexported in violation of such laws and regulations, or used for any purposes prohibited by such laws. As the Products and the Software are subject to export control laws and regulations, Licensee shall not export or "re- export" (transfer) the Product and/or the Software unless the Licensee has complied with all applicable controls. 11. Miscellaneous 11.1. Publicity. Cellebrite may list Licensee as one of Cellebrite’s customers , with Licensee’s prior written consent. Licensee shall not make any publicity announcements concerning this Agreement, any Purchase Order, Cellebrite, the Products, and/or the Software without the prior written consent of Cellebrite. 11.2. Language. Except where the context otherwise requires, the terms “including” and “includes” shall mean “including without limitation” and “includes without limitation”, respectively. If any term hereof shall be held to be invalid or unenforceable for any reason, then the meaning of such term shall be construed so as to render it enforceable to the extent feasible. If no feasible interpretation would save such term hereof, it shall be severed herefrom, but without in any way affecting the remainder of such term or any other term contained herein, unless such severance effects such a material change as to render the terms of these GTC unreasonable. 11.3. Termination. Either Party hereto may terminate this Agreement by giving the other Party a written notice to be immediately effective in case the other causes a material or continuous breach hereof (“continuous” meaning two or more occurrences of the same breach). All of Licensee’s obligations under this Agreement shall survive the expiration or termination of the Agreement. Termination of this Agreement will not entitle Licensee to any deduction of the Quoted Price or any refund of any prepaid fees. Upon termination of the Agreement, for any reason, Licensee shall allow Cellebrite to access its premises for the purposes of de-installation PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 6 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX and transfer of the Product. Termination of the Agreement in accordance with this Section shall not impose any liability on Cellebrite. Cellebrite may terminate the Agreement and revoke the license granted hereunder by giving the other Party a written notice to be immediately effective in case Cellebrite reasonably determines that it can no longer comply with the terms of the Agreement in accordance with the requirement of any applicable law, rule and/or regulations. Termination of the Agreement in accordance with this Section shall not impose on Cellebrite liability of any kind. 11.4. Third Party Rights. A person who is not a party to the Agreement shall not acquire any rights under them or be entitled to benefit from any of their terms. 11.5. Bankruptcy. If a voluntary or involuntary petition is filed under Title 11 of the United States Code or its analogue in any jurisdiction or country, all debts that Licensee may owe to Cellebrite shall be considered “administrative expenses” within the meaning of 11 U.S.C. Sec. 503(b)(1)(a) (as amended) or its analogue, and Cellebrite’s claim or claims for those administrative expenses shall be entitled to the priority specified in 11 U.S.C. Sec. 507(a)(1) (as amended) or its analogue. Licensee will use its best efforts to classify those claims as administrative under applicable Law. 11.6. Relationship. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either the Licensee or Cellebrite partners, joint venturers, principals, representatives, agents or employees of the other. Neither Party shall have any right, power, or authority, express or implied, to bind the other. 11.7. Counterparts. This Agreement may be executed in any number of counterparts, including using digital signatures or exchange of scanned copies of signed pages (e.g., in PDF format), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Contractor's General Terms and Conditions- Attachment B 7 of 7 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX Cellebrite Inc. 7 Campus Drive Suite 210 Parsippany New Jersey 07054 United States Tel. +1 800 942 3415 Fax. +1 201 848 9982 Tax ID#: 22-3770059 DUNS: 033095568 CAGE: 4C9Q7 Company Website: http://www.cellebrite.com Quote Quote#Q-209757-1 Date:Aug 27, 2021 Billing Information Fresno County Sheriff's Office 855 M Street Suite 910 Fresno, California 93721 United States \i1\ Delivery Information Attn: Sharon Nichols 855 M Street Suite 910 Fresno, CA 93721 United States \i1\ Contact: Sharon Nichols Phone: 5594876023 Contact: Sharon Nichols Phone: 5594876023 End Customer: Fresno County Sheriff's Office Click here to process with Credit Card payment By clicking the link above and accepting this quote, You are expressing your agreement and compliance to and with the terms contained on this quote. Customer ID Good Through Payment Terms Currency Sales Rep SF-00025872 Nov 01, 2021 Net 30 USD Corey Brant Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price B-AIS-02-076 Premium Enterprise Package 1 0.00 0.00 U-AIS-02-083 Premium ES Unlimited EVS Subscription 1 Sep 10, 2021 Sep 09, 2023 206,100.00 206,100.00 B-AIS-02-094 Premium ES Unlimited End Point Subscription 4 Sep 10, 2021 Sep 09, 2023 0.00 0.00 U-AIS-02-086 Premium ES Unlimited End Point Subscription 4 Sep 10, 2021 Sep 09, 2023 969056061, 1057816647, 1013036676, 1235427678 6,300.00 25,200.00 U-AIS-02-105 Cellebrite Premium Adapter 4 540.00 2,160.00 U-AIS-04-001 Advanced Access On- Site Workshop - Type A 1 13,500.00 13,500.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Nov 03, 2021 Sep 09, 2022 1235427678 3,297.46 3,297.46 C-UFD-15-097 Physical Extraction 1 Nov 03, 2021 Sep 09, 2022 1235427678 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Nov 03, 2021 Sep 09, 2022 1235427678 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Sep 10, 2022 Sep 09, 2023 1235427678 3,870.00 3,870.00 C-UFD-15-097 Physical Extraction 1 Sep 10, 2022 Sep 09, 2023 1235427678 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Sep 10, 2022 Sep 09, 2023 1235427678 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Apr 06, 2022 Sep 09, 2022 1013036676 1,664.63 1,664.63 C-UFD-15-097 Physical Extraction 1 Apr 06, 2022 Sep 09, 2022 1013036676 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Apr 06, 2022 Sep 09, 2022 1013036676 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Sep 10, 2022 Sep 09, 2023 1013036676 3,870.00 3,870.00 Quote Number: Q-209757-1 Prepared by Ariel Segal Page 1 of 3 PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Quote Q-209757-1 - Attachment C 1 of 3 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price C-UFD-15-097 Physical Extraction 1 Sep 10, 2022 Sep 09, 2023 1013036676 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Sep 10, 2022 Sep 09, 2023 1013036676 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Apr 07, 2022 Sep 09, 2022 1057816647 1,654.03 1,654.03 C-UFD-15-097 Physical Extraction 1 Apr 07, 2022 Sep 09, 2022 1057816647 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Apr 07, 2022 Sep 09, 2022 1057816647 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Sep 10, 2022 Sep 09, 2023 1057816647 3,870.00 3,870.00 C-UFD-15-097 Physical Extraction 1 Sep 10, 2022 Sep 09, 2023 1057816647 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Sep 10, 2022 Sep 09, 2023 1057816647 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Jun 01, 2022 Sep 09, 2022 969056061 1,070.87 1,070.87 C-UFD-15-097 Physical Extraction 1 Jun 01, 2022 Sep 09, 2022 969056061 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Jun 01, 2022 Sep 09, 2022 969056061 0.00 0.00 A-SOW-11-003 UFED 4PC Ultimate SW Renewal 1 Sep 10, 2022 Sep 09, 2023 969056061 3,870.00 3,870.00 C-UFD-15-097 Physical Extraction 1 Sep 10, 2022 Sep 09, 2023 969056061 0.00 0.00 C-UFD-15-098 Physical Analyzer 1 Sep 10, 2022 Sep 09, 2023 969056061 0.00 0.00 B-ANY-03-002 Pathfinder Teams Subscription Package 1 0.00 0.00 S-UFD-16-006 Pathfinder Teams Subscription 1 Aug 27, 2021 Aug 26, 2023 90,000.00 90,000.00 Number of users =5 Number of extractions =500 A-PCA-00-004 Software Network PC activation code 1 0.00 0.00 Concurrent Users = 50 S-UFD-04-023 Pathfinder Enterprise Installation and Knowledge Transfer 1 8,550.00 8,550.00 F-UFD-04-052 Dell T-440 Server 1 16,200.00 16,200.00 SubTotal USD 384,876.99   Shipping & Handling USD 825.00   Sales Tax (2.87%)USD 11,051.41   Total USD 396,753.40   Comments:   Billing Schedule Details: 1st Year: $220,623.4 2nd Year: $176,130  For further information please email Ariel Segal at ariel.segal@cellebrite.com or call Terms and conditions: - Payment terms: Net 30;  - Shipping: DAP: -Limited Warranty: Hardware: 12 Months; Software: 60 days; Touch Screen: 30 days - Quote is subjected to regulation approval - Purchases of Cellebrite Advanced Services are governed by: http://legal.cellebrite.com/CB-us-us/index.html - Purchases of any other products sold by Cellebrite are governed by:    1. https://legal.cellebrite.com/us/index.html, and     2. https://legal.cellebrite.com/End-User-License-Agreement.html Quote Number: Q-209757-1 Prepared by Ariel Segal Page 2 of 3 PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Quote Q-209757-1 - Attachment C 2 of 3 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX - In addition to the GTC and EULA above, the following terms apply only to the following products:    1. Cellebrite Premium: https://legal.cellebrite.com/intl/PremiumUS.htm    2. Pathfinder: https://legal.cellebrite.com/AE-Addendum.html *SALES TAX DISCLAIMER: Cellebrite Inc. is required to collect Sales and Use Tax for purchases made from the following certain U.S. States. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Where applicable, Cellebrite Inc. will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc. Cellebrite Inc. will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide us with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.  Please include the following information on your PO for Cellebrite UFED purchase: - Please include the ORGINAL QUOTE NUMBER (For example - Q-XXXXX) on your PO - CONTACT NAME & NUMBER of individual purchasing and bill to address - E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality I, the undersigned, hereby confirm that I am authorized to sign this Order on behalf the engaging company ("Company"), and I hereby approve that my signature is legally binding upon the Company. By signing this Order I hereby confirm and approve that the terms and conditions with respect to the services described in this Order are the only terms and conditions that apply in this regard, and no other documents and/or forms and/or other terms and conditions shall apply. Signature & Stamp: \s1\ Effective Date: \d1\ Name (Print): \n1\ Title: \t1\ Please sign and email to Ariel Segal at ariel.segal@cellebrite.com Quote Number: Q-209757-1 Prepared by Ariel Segal Page 3 of 3 PROCUREMENT AGREEMENT NUMBER: P-21-410 Cellebrite Inc. October 7, 2021 Quote Q-209757-1 - Attachment C 3 of 3 G:\PUBLIC\CONTRACTS & EXTRACTS\2021 CONTRACTS\P-21-410 CELLEBRITE INC\P-21-410 AGREEMENT CELLEBRITE INC.DOCX