15 - Agreement with SpearTip's Shadow Spear Platform

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General Terms Project Initiation: Upon execution of this SOW. Period of Performance: 12 -Months, 24 -Months, or 36 -Months Project Terms: (1) Initial payment (first month) will be invoiced upon execution of this SOW. All following monthly payments will be invoiced on the first business day of each subsequent month (Payment is due upon receipt. Please accept a 3% charge for all credit card payments (except where prohibited by law). (2) This SOW will automatically renew for an additional 12,24, or 36 Months at the conclusion of the project term. Should City of Paris Texas wish not to renew the SOW, SpearTip will require written documentation detailing this request at least 30 days in advance. On each renewal pricing will increase by up to 10% for a 36 -month SOW, up to 15% for a 24 -month SOW, or up to 25% for a 12 month SOW. (3) The hours allotted within this engagement may be used throughout a given month at the discretion of SpearTip engineers or based on a request from the Partner but will expire on the last day of each month. In the event a partner exceeds the allotted hours, SpearTip will notify the Partner of the overage and solicit approval. (4) This engagement is not designed for and will not cover the scope of responding to a "full-blown" Incident Response investigation. Rather, the goal of the ShadowSpear@ Protection Services is to detect and identify active malware threats. Should a network breach or other cyber -related incident occur at any point during the duration of this engagement, which meets the following two conditions City of Paris Texas wishes to have SpearTip investigate the issue at hand, and SpearTip estimates the investigation, in its entirety, will exceed available monthly hours. SpearTip will require a separate engagement/proposal/statement of work to be approved by the Partner with the scope, objectives, and hourly rates defined. The above circumstances will not affect the terms of this SOW. (5) This engagement provides several options to the Partner. The Partner should carefully consider the option selected. The engagement is designed to address specific cybersecurity threats and may not include monitoring of all the Partner's I.T. systems. SpearTip is not responsible for systems or cybersecurity threats that fall outside the scope of this engagement. (6) In the event the scope of this engagement is exceeded by a margin greater than 5% of the total specified scope, SpearTip will notify the Partner of the overage and the increase will be included on any remaining invoices. (7) SpearTip will maintain all updates and patches on the technology installed by SpearTip on an ongoing basis throughout this engagement. City of Paris Texas is responsible for assisting SpearTip in the deployment of security technology and ensuring all scoped City of Paris Texas assets are covered by the security technology deployment. Certain data collection depends on third parties, for example, office 365 audit logs. SpearTip is unable to control the timing and delivery of these logs and is not responsible for delays due to third parry data delivery. (8) SpearTip may need to conduct investigations and validation within City of Paris Texas's I.T. environment during this engagement. City of Paris Texas is responsible for providing SpearTip administrative access to City of Paris Texas's environment. City of Paris Texas's I.T. support may be required at various points during the engagement. SpearTip is not responsible for consequences resulting from City of Paris Texas's I.T. actions or failure to collaborate with SpearTip. (9) Service Suspension, a delay or interruption of SpearTip's services at City of Paris Texas request, may temporarily impair City of Paris Texas's network security and ability to respond to a security incident. Additionally, Service Suspension requested by City of Paris Texas may require SpearTip to remove installed technologies. SpearTip is not responsible for consequences stemming from a partner's requested service suspension. (10) Failure to follow SpearTip's guidance during an investigation could result in the destruction of vital forensic artifacts necessary to investigate an incident. SpearTip is not responsible should the Partner fail to take guidance and advice from SpearTip personnel. (11) During onboarding, SpearTip will require a single P.O.C. (Point of Contact) within the environment to serve as the primary point of communication from SpearTip to the Partner. This can be changed via written request to SpearTip via the Dashboard. In addition, SpearTip will require an approved contact list from the Partner. Only