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<br />Page 7 <br /> Public Sector SaaS Rev. U (Issued 02.02.2022) <br /> <br />10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information, <br />intellectual property ownership, and limitations of liability) that would reasonably be expected to survive expiration or early <br />termination of this Agreement will do so. <br />10.8. No Third-Party Beneficiaries. The Parties do not intend to confer any right or remedy on any third party under this <br />Agreement. <br />10.9. Purchase Orders. You may issue a purchase order if required by Your company or entity and failure to do so does not <br />cancel any obligation You have to Us. If You do issue a purchase order, it will be for Your convenience only. You agree that the <br />terms and conditions of this Agreement shall control. Any term s or conditions included in a purchase order or similar document <br />You issue that conflict with the terms and conditions of this Agreement will not apply to or govern the transaction resulting from <br />Your purchase order. <br />10.10. Data Processing Agreement. If applicable, the parties shall negotiate in good faith and enter into any further data <br />processing or transfer agreement, including any standard contractual clauses for transfers of data outside of the country whe re <br />the personal data originates, as may be required to comply with applicable laws, rules and regulations regarding the collection, <br />storage, transfer, use, retention and other processing of personal data. <br />10.11. Entire Agreement. This Agreement and Schedule A and the County Services Agreement represent the entire <br />understanding and agreement between the Parties, and supersedes all other negotiations, proposals, understandings, and <br />representations (written or oral) made by and between You and Us. You acknowledge and agree that the terms of this Agreement <br />are incorporated in, and are a part of, each purchase order, change order, or Schedule related to our provision of Services. This <br />Agreement prevails over any additional or conflicting terms or conditions in any Customer purchase orders, online pr ocurement <br />terms, or other non-negotiated forms relating to the Services or this Agreement hereto even if dated later than the effective date <br />of this Agreement. In the event of conflict between this Agreement and the County Services Agreement, the County Services <br />Agreement shall control. <br /> <br /> <br />SPECIAL TERMS AND CONDITIONS <br /> <br />CALIFORNIA CONSUMER PRIVACY ACT <br /> <br />If We will be processing personal information subject to the California Consumer Privacy Act, sections 1798.100 to 1798.199, <br />Cal. Civ. Code (2018) as may be amended as well as all regulations promulgated thereunder from time to time (“CCPA”), on <br />Your behalf in the course of the performance of the Services, then the terms “California consumer,” “business purpose,” <br />“service provider,” “sell” and “personal information” shall carry the meanings set forth in the CCPA. <br /> <br /> <br /> CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your <br />instructions in relation to this Agreement, the following also apply: (a) The Parties have read and understand the provisions <br />and requirements of the CCPA and shall comply with them; (b) It is the intent of the Parties that the sharing or transferring of <br />personal information of California consumers from You to Us, during the course of our performance of this Agreement, does <br />not constitute selling of personal information as that term is defined in the CCPA, because You are not sharing or transferri ng <br />such data to Us for valuable consideration; (c) We will only use personal information for the specific purpose(s) of performing <br />the Services, including any Schedules within the direct business relationship with You. <br /> <br /> <br />SERVICE SPECIFIC TERMS AND CONDITIONS <br /> <br />A. Vector EHS Management Services <br /> <br />A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS <br />Management Services (“EHS Services”) in Schedule A. Otherwise, the following terms will not apply to You. <br /> <br />1. An “EHS Active Employee” is defined as Your employees, consultants, contractors, and agents who are contained in <br />the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For <br />EHS Services, You are allowed a Named User for each EHS Active Employee. <br />2. You will be able to activate or disable employees without incurring additional EHS Active Employee fees as long as the <br />total number of EHS Active Employees does not exceed the number of employees included in Scheduled A. <br />3. EHS Active Employees added after the Effective Date in Schedule A shall be billed at the full per employee fee. Such <br />additional EHS Active Employees shall become part of the Minimum Annual Commitment for subsequent years, on the <br />anniversary date of each contract year or upon renewals under the Agreement. <br />4. You agree to pay for the number of EHS Active Employees in the EHS Services in a given contract year. <br />5. Subject to the Minimum Annual Commitment, if any, set forth in Schedule A, annual fees for Your use of t he Services will <br />be based upon the actual number of EHS Active Employees in a given contract year. Employees inactivated in a given <br />contract year will not count towards the total number of employees in the year following such inactivation, unless reactivat ed. <br />DocuSign Envelope ID: 17FA3D0B-87FA-44D0-9E7F-AAF3F5BFACF4