2024-271-E-Risk Mgr-ClearRisk-Incident management system

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CLEARRISK SERVICES AGREEMENT THIS SERVICES AGREEMENT (the “Agreement”) is made at St. John’s, in the Province of Newfoundland and Labrador, this day of , 2024 (the “Effective Date”) by and between CLEAR RISK US Corp., a corporation organized and existing under the laws of the State of Delaware (“ClearRisk”) and , a corporation organized and existing under the laws of the State (“Client”). IN CONSIDERATION of the mutual covenants contained herein, ClearRisk and the Client agree as follows: 1.Interpretation 1.1 Definitions. 1.2 “Business Day” means any day other than Saturday, Sunday or a day that is a statutory holiday as observed by the City of St. John’s, in the Province of Newfoundland and Labrador. (a)“ClearRisk” means Clear Risk US Corp. (b)“ClearRisk Service” means ClearRisk’s proprietary online, Web-based risk management solutions, for which Client is granted rights of access and use in accordance with this Agreement, including offline or mobile components or applications as described in the Documentation and any other ancillary services available in connection therewith, as the ClearRisk Service may be updated from time to time by ClearRisk in its sole discretion. (c)“Client” means the entity described above and defined as the Client. (d)“Client Data” means electronic data and information submitted by or for Client to the ClearRisk Service. 1.3 “Data Protection Laws” means all laws and regulations, including laws and regulations of Canada and the United States (including the Personal Information Protection and Electronic Documents Act (Canada), the Canadian Anti-Spam Legislation and the California Consumer Privacy Act), applicable to the Processing of Personal Information under the Agreement. (a)“Documentation” means the user documentation for the ClearRisk Service found within Client’s ClearRisk Service instance and its usage guides and policies, as updated from time to time, accessible via the ClearRisk Service. (b)“Fees” mean Subscription Fees, and Professional Services Fees, as applicable. (c)“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. (d)“Party” means ClearRisk or Client and “Parties” means ClearRisk and Client. (e)“Personal Information” means any information relating to an identified or identifiable natural person as defined under applicable Data Protection Laws. (f)“Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 13th May Orange County Government North Carolina DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5