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March 31, 2022 Page 3
20220331 Lafleur FY 2023-2025 Services Scope.docx

=« Developing engineering drawings that compare the existing landfill topography (as
provided to us in a recent topographic survey) to the currently permitted final landfill
grades;

« Estimating the remaining disposal capacity (airspace) in terms of cubic yards; and

= Calculating the remaining life of the permitted landfill based on the remaining capacity
and the City’s projected waste acceptance rate.

To accomplish the above, Sanborn Head assumes that the City will provide AutoCAD
formatted drawings of the site topography, as well as recent waste receipts. Sanborn Head
will transmit the results of our evaluation in a letter addressed to the City.

Task4 Annual Financial Assurance Update

The NHDES Rules require landfill owners to submit financial assurance updates to NHDES
every third calendar year in order to demonstrate that financial assurance for closure and
long-term monitoring and maintenance (LTMM) is provided for the Four Hills Landfill
(Env-Sw 1400). During the years in which a submittal to NHDES is not required, an
updated closure cost estimate is required to be prepared and kept for the facility's records.
Since the City last submitted an update to NHDES in March 2021, the next submittal to
NHDES will be required in March 2024. Updates prepared during FY 2023 and 2025
should be kept for the facility’s records.

This financial assurance demonstration includes preparation of opinions of closure and
post-closure cost for the currently permitted areas (Phases I, II, and I{I) and calculations to
demonstrate that the City is setting aside funds sufficient for future closure and post-
closure needs.

Sanborn Head will prepare the opinions of cost using the required NHDES forms based on
the permitted closure plan, currently available average unit costs for similar projects,
current costs for monitoring services, published construction cost estimating guides, and
our engineering judgment. We will estimate the remaining life of Phases I, I], and [I] based
on the latest survey update and prepare sinking fund calculations using account balances
provided to us, actual waste tonnage received at the Four Hills Landfill, and the projected
waste tonnage for the remaining estimated life of Phase I, II, and III. The calculations will
demonstrate that the balances for the closure and LTMM accounts are consistent with what
was projected or provide amounts per ton that should be set aside going forward to
provide sufficient funds at the expected date of closure.

Sanborn Head will prepare a letter, addressed to the City, that documents our evaluation,
which will include NHDES Cost Estimate Forms for landfill closure and post-closure care,
and sinking fund calculations.

Task5 General Engineering Services

Sanborn Head’s services under this task will be performed at the City’s request and involve
routine matters of limited scope, such as attending meetings with regulators and providing
design, operation, or air consultation relative the Four Hills Landfill.

SANBORN HEAD

March 31, 2022 Page 4
20220331 Lafleur FY 2023-2025 Services Scope.docx

BUDGET ESTIMATE AND BASIS OF BILLINGS

The total estimated annual budget for this proposal is $100,000. We will invoice for our
services based on actual accrued time and expenses in accordance with the enclosed
Schedule of Fees. Our Schedule of Fees provides our projected labor rates for each FY. We
will not perform services beyond those defined herein without first receiving written
authorization from the City.

SCHEDULE

Sanborn Head is available to begin working on this project following written authorization
to proceed from the City.

TERMS OF ENGAGEMENT

The terms of engagement are described in our Agreement with the City of Nashua, New
Hampshire, dated September 11, 2019.

ACCEPTANCE

We understand that acceptance of this proposal will be provided in a City issued Purchase
Order to Sanborn Head for these services.

Thank you for the opportunity to submit this scope of services. We look forward to
working with you during fiscal years 2023, 2024, and 2025, Please contact us should you

require additional information.

Very truly yours,
SANBORN, HEAD & ASSOCIATES, INC.

Yu A Pbs OAS, Feabasr.

Edward A. Galvin, P.E. Eric S. Steinhauser, P.E., CPESC, CPSWQ
Project Manager Senior Vice President and Principal

EAG/LLD/AEA/ESS:eag

Enclosure: Schedule of Fees

P:\,3000s\\3066.22\ Project Control\3-Yr General Eng Contract FY23-FY¥25\20220331 Lafleur FY 2023-2025 Services Scope.docx

SANBORN ||||/ HEAD

SANBORN HEAD

Building Trust. Engineering Success.

SANBORN, HEAD & ASSOCIATES, INC.
Schedule of Fees for Fiscal Years 2023, 2024, and 2025

City of Nashua
Fiscal Year

2023 2024 2025
Senior Vice President $242 $254 $266
Vice President $231 $243 $255
Project Director $217 $228 $240
Senior Project Manager $186 $195 $205
Project Manager $173 $182 $191
Senior Project Engineer/Geologist $151 $159 $167
Project Engineer/Geologist $143 $150 $157
Engineer/Geologist $130 $137 $144
Supervising Technician $116 $121 $127
Senior Engineering Technician $105 $110 $116
Engineering Technician $98 $103 $108
Support Staff $84 $88 $93

Subcontractors and Outside Services Cost plus 10%

Other Direct Expenses Cost plus 10%

Hourly rates will be charged for time worked on the project and for the time required for travel
between the office and the meeting or project site. Local travel will be at IRS allowed rates.

Overtime hours will be charged using the hourly rates listed above.

Hourly rates for expert witness testimony, including preparation time, and other special
services such as corporate acquisition due diligence studies that generally require a dedicated
commitment of senior staff, will be provided upon request.

This fee schedule applies for the City of Nashua fiscal years 2023 (from July 1, 2022 to June 30,

2023), 2023 (from July 1, 2023 to June 30, 2024), and 2025 (from July 1, 2024 to June 30,
2025).

P:\.3000s\3066.22\ Project Control\3-¥r General Eng Contract FYZ3-FY2Z5\SWCSA Std-2023-2025 (Nashua}.dacx

SANBORN, HEAD & ASSOCIATES, INC. www sanbornhead.com

Jim Donchess

Mayor e City of Nashua
To: Board of Aldermen
From: Mayor Jim Donchess
Date: May 11, 2022
Re: Multi-Year Contract Award — Cybersecurity Software License & Maintenance

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding
fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the May 18, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: 4-year Software Licensing Contract for Cybersecurity
Value: $282,054
Vendor: Continental Resource, Inc.
Purchasing Memo#: 22-278 dated May 11, 2022
Contract Term: 4 Years to terminate 5/31/26
Thank you.

229 Main Street « PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 + fax 603.594.3450 * NashuaMayoria@NashuaNH.gov
www. NashuaNH.gov

City of Nashua

Information Technology Department (603) 889-3300
Administrative Services Division Fax (603) 594-3434
229 Main Street - Nashua, NH 03060

To: Ms. Kelly Parkinson
Purchasing Manager, City of Nashua
229 Main St
Nashua, NH 03061-2019

Date: April 13, 2022
Re: Annual Software Maintenance
Ms. Parkinson,

The Information Technology Department is looking to purchase the next component to enhance the
City’s cybersecurity arsenal. Municipal entities are quickly becoming easy targets for a number of
reasons. Cyber criminals know that municipalities have limited budgets and can be understaffed
when it comes to technical expertise. Fortunately, Nashua is in a much better position than most
other municipalities of its size.

Creating a strong cybersecurity defense model involves implementing several layers of protection.
The old business model of having a port blocking firewall and an antivirus agent are antiquated.
Near the end of 2021, the Information Technology Department began searching for a product that
will assist in defending the City’s electronic infrastructure against ransomware, malware, and
security threats both now and in the future.

Three products were reviewed to meet this purpose:

Product Setup Yearly
Cost Recurring

Sophos Central $2,274 $77,901

Intercept

PaloAlto Cortex $17,900 $86,861

XDR

Darktrace Ent Inc $70,513

Immune

The Information Technology Department feels that Darktrace Enterprise Immune System is the most
comprehensive. This product uses Artificial Intelligence to learn actual network traffic patterns and
behavior in an environment. Their algorithms rank and categorize these patterns and will alert on,
and even disable, damaging activity as it is detected 24/7. It is like having IT Security personnel
around the clock. Darktrace also provides an email agent which complements the City’s existing
email filtering software for further protection against phishing scams and threats.

The Information Technology Department recommends awarding a 4-year contract to Continental
Resources, Inc in the amount of $282,054 for the Darktrace products. This purchase is being made
following § 5-84 A{3) Special purchase procedures — Purchases which can be procured through
cooperative intergovernmental purchase agreements with other government jurisdictions. Funding
for the first payment ($11,752.00) is available in 122 Information Technology, Computer Software,
account 22.1.535 - 71228, with remaining annual payments using 122 Information Technology,
Software Maintenance, account 22.1.535 — 54407, as listed below.

1 June 2022: $11,752

1 August 2022: $70,513
1 August 2023: $70,513
1 August 2024: $70,513
1 August 2025: $58,763

Sincerely,

Nick Miseirvitch
ClO, Information Technology

Cc: Kimberly Kleiner, Director of Administrative Services

Cybersecurity Comparison

Sophos

PaloAlto

Darktrace

Pros

Cons

Pros

Cons

Pros

Cons

Used in other New England municipalities
Single user interface for all of their products

Agent based, meaning it will only detect activity on machines that have the agent installed
No email protection

No Artificial Intelligence - only relies on known database

Interface is cloud based

Familiar interface and subscription model - similar to City owned firewall product
Interface is local - on premise
Some Artificial Intelligence

No New England municipal customers provided
Agent based, meaning it will only detect activity on machines that have the agent installed
No email integration

Network based - does not rely on an agent - sees all devices in the network

Uses Artificial Intelligence to learn good/bad network behavior

Used in other New England municipalities

Interface is local - on premise

Email scanning module complements existing spam filter application - second layer of protection

UK based company

CONTINENTAL RESOURCES, INC. Prepared For Customer: Comes Contact:
Neck Mhsercvitch Jeff Lane
Conres City of Nashua 781-833-0282
Lal mn im
IT SOLUTIONS
ConRes Corporate Office Continental Resources. Inc - 175 Meddlesex Tampike Hodfent MA 01730 Dae S422
CUSTOMER SOLD TO BILD TO) SHIP Th ADDRESS: 227 MAIN ST, NASHUA, NEE C5060 VYahiday Ponod 30 Days
CONFIDENTIAL Quote Number OS1022 Darktrace
Flus Quatation 13 ihe sole property of Conftes anal mn not be tuncext 1 Uy at boul aulhon alvon Toma (Pending Crodit Approval) NET 36
‘Tm # Product {gry ceo Stat Dae | End Dae | Unit Price Extended
Darktrace
in DUELS: 1 Enterpnse Emmune 35 stam 6ftits HG $242,054 00 $292.05) 11
0 DCTP 1 Large Apphane OFRI22 M26
RU DXP-ANTE L} Anligena Network Sotlware Gh? SIG
dt DXIP-TVELEARN i} d.canung Training
aw Deip-T YP ' Public Online Training
of DCE-TYREM Zz Povae Tramng (Ramote}
NOTE Now-canoclable / Neo-Retundable
Payment Schedite Amount Deore
fear 4, 2022 $11,752 00
Awg |. 2022 $70,51% 00
[Aug 1, 202% $70,513.00
Aug 1, 1024 $20,513.00
[Aug 1. 2025 $5k,763 00
Darktrace Terms
U1 By signing dus Produa Order Form ¢ Peduct Onder Form”) vr issuing a purchase order reforonezag this
Product Order Form, Find User's use of the Offering shall be subgect to the Darktrace Master Customer
Agreement as agreed bettiean find User and Darktrace Agreement}
2. Bs signing this Produc Onder Form, Find User acknowledges and ageocs that End Usa’s usage of the above
Pasducts and Sen ices as govemed by the Parkiiace Master Customer Agnocment and Partner hat induded the
Masta: Customer Agrocment in ihe agrosment with the End User
34 The Applianoets) are for ase vath respect ty the Und Usq’s applicable bandwudth threughpul_ numba ol
connadad dev iast and connections per minule as scl out in the applicable Product Data Shoot
thtips sda i j Jatachexts ap) (the “Appliance Sp ) Should the Appl
‘Spoetticalians be exooudad. addtienal Fees shall be pavable The Sotlware 13 limited to 7.850 (heer thousand
exght bundeod and Gi) ) Deviees i use on the Custom achwerk (the “Detiet Lint”) For the purpases. of this
valtulatien a “Devive is a unique itamet Pravool addess (1? akiress). lied to 4 pio of equipment. appara,
oF insitumint, ‘ortual or physical. hat is monitored, modelled and susibly in the Thival Visuajiace wettun a
given 7 da lume frame Should the Devioe Lamit by evecoded, aklitional Fees shall be pan able
4} ln consideration for the use of the Appliance and the lieancet prantod herein, Partner agiecs lo obtain Fad
User's consent for the following End User agroct that Darkinio: shall be parmitiod to Ga) identify the End User
as aaistomer and te use the End User's nanve in connection |ith propesals to prospective customers, {h)
display End User's loge on Dark race's web site, and (¢) provide a arasomahlc number of reforenec calls on
demaret
Total w i'n Taxes, Frelght and Freight Insurance
| im a f fi 1]
All item on thee quote ape alae gos cined by each pplicable License Warrantecs. Retum Polscies. Terma al Servece, and Payacy Pulicics (Customer may br required te Ulich te Accept” of utberaise confiam acceplance wf these puliceess ConRes
Lakes Per icprescntatrons oF tharfaritecs *ith retpect to the pelormance of Ihe products and the sccury of the and any snd all. whether oral or wtlien, expres vt implicd.archereby cxpienshs diselagmed oncluding but not limuted te wastanties of
merchantability and fitacss for a particulas purpose and Iratulity ansong fom cord and ur enedsions in the formation Available quantities reflect a posal im lime and da not guaranter avadlabslily af time wl onder Mos vows (Customers a Sule Rea seevaluste
the accuracs of. I and useful of the ink en thit All payments are in United States Dollars Lisenss and Maintenance Agrecments Ucustormer agercs tu purchase any alcoas that carry a lecente at maintenance agreciaen! and af ters oece(si for
these product(s} iadarc) nod paid within approved crcdil terms, Conkes reserves the neht to and customer grants p In resoke the ag
[Additional Terms snd Conditiea: applicable to Subs cripticos
Ro wstomet achnonbedges and agrees thete nkas he monthly pacing I foc cach subscnp and formal cbany process or amended Purchare Ckder will nol be reguered lor inch maewhls prising Bh ea
pay recate foreach sobscnplion ta ConRes CanRes si) otoice Custamer monthly or annually jas detined within thit quaie} for Customers usage of the subsenpioan which oll exclude subren pier maape aed any mar-trier chutes
In addition tv any uthea rendica [hat mus be applicable bared on the ty pe vl subsenplien, CunRes ot ans of als reeetters (eg. AWS. LAND) Ingaait, Miciesult) may suspend (remure tight ty dede
Tetmunate”) Customer's acuets 1 Cusiumece daals ta pay in full when duc any twp (2) 1m otves, vibes than ansounls being reasonably actively cand diligently disputed be Cudteneer mi gerod tonal [Lap
Custoret's avcess loots account and to ans subsenplions if Custonter hat met paid on full all undisputed charges within lem (10}-day s following Customer's reecipl of ietice 64 pat
a CG HR vnc {"ConRer”) and ita corporate alfiliates (AuTi bated” vr ComRes Alfilrales”) afe comymilied tu the protection wf vour parvacy, data, and persunal information DATA") as further defined sathin the ConRes Privacy Police
‘which 13 at alable on our wcbaric wa cunres Com ar Fou may contact us al Privacy aconres com dor further antommstion
[EasRes Sales Quote Revayjon 1 2022 J

PURCHASE AUTHORIZATION; The cxoeulion of this Quote vall save as the offical sizternont of your intent Io purchase without an efficaal PO and is documenting your uolent fo purchase the products and. son iocs Jisted on the referencod sathin this
quote The individual agmng below on behall of the customer represents and warrants that they are duly authorized to execute this Quote and hate the avthonty 1 comunit the Customer defined to the purchase and pavment of the quoted goods and servaoct

Untess otherwise poted below the Quote number ahave wall be used as the Purchase Order ecferenoc number

Continental Resources, Inc.

City of Nashua
Signature Signature
Authorized Signatory Authonzed Signatory: Louis Novakis
Title The: OPO ; Executive Director
Emad: Emai:
Date: Date: SHOf22

Page loll
et aR Ine. (Cantivential

GocuSign Envelope ID 6BE73965-BAEF-4791-B930-DABA97 14DC55
‘®” DARKTRACE

DARKTRACE MASTER CUSTOMER AGREEMENT
t{MPORTANT - READ CAREFULLY:

Please read the following legally binding Darktrace Master Customer Agreement (“Agreement”) between Darktrace Limited
(“Darktrace”} and the person or entity that has been granted rights under this Agreement (“Customer”) carefully. THIS
AGREEMENT WILL APPLY TO ANY QUOTE, PRODUCT ORDER FORM, ORDER ACKNOWLEDGEMENT, AND INVOICE, AND ANY SALE,
LICENCE, OR DELIVERY OF ANY APPLIANCES OR SERVICES BY DARKTRACE. By selecting the ‘accept’ option, installing or otherwise
accessing or using the Offering (as defined herein), Customer acknowledges that Customer has read, understands and agrees to
be bound by the terms and conditions of this Agreement. Where a reseller, service provider, consultant, contractor or other
permitted third party downloads, installs or otherwise uses the Appliance on Customer's behalf, such party will be deemed to
be Customer's agent and Customer will be deemed to have accepted all of the terms and conditions of this Agreement as if
Customer had directly downloaded, installed or used the Appliance.

lf Customer does not agree with the terms and conditions of this Agreement, Customer is not authorised to install the Appliance
or otherwise use the Offering for any purpose whatsoever. If Customer returns the unused Appliance and all accompanying
items in their original condition and packaging within twenty-one (21) calendar days of delivery by Darktrace, together with proof
of purchase, Customer may receive a full refund of any Fees paid.

Darktrace and Customer may be collectively referred to as the “Parties” or individually as a “Party”.

RECITALS

Whereas, Darktrace is the supplier of the Offering that is more fully described in the applicable quotation, ordering document,
or commercial terms schedule provided by Darktrace or its authorised reseller, as applicable, and accepted by Darktrace, which
identifies the Appliances and any Services ordered by Customer from Darktrace or its authorised reseller, as applicable, the term,
the respective quantities, the applicable fees, together with any other specifications or requirements and any other restrictions
(if any) (“Product Order Form”).

Whereas, Customer is interested in using the Offering for its internal use and Darktrace has agreed to Customer's use of the
Offering on the terms of this Agreement.

Now therefore, in consideration of the mutual covenants and the payment of Fees described herein, the Parties agree as follows:
1. DEFINITIONS

Certain capitalised terms used but not defined herein are as set forth in Appendix 1 to this Agreement.

2. EVALUATIONS AND BETA TESTING

The following terms in this Clause 2 apply to a Darktrace proof of value or technical preview of the Offering.

2.1. If Darktrace permits Customer to conduct a proof of value of any commercially-available Offering (the “Evaluation”), Customer
shall be granted a non-exclusive, non-transferable, non-sublicensable licence to use the Offering free of charge for evaluation
purposes only for a maximum of four (4) weeks, or such other duration as specified by Darktrace in writing at its sole discretion
(the “Evaluation Period”). Except for the foregoing, Darktrace does not grant Customer any rights, implied or otherwise in or
to the Offering in respect of an Evaluation. Customer must keep the Appliance free from liens, will be responsible for any
damage to such Appliance during the Evaluation Period {reasonable wear and tear excepted) and will carry insurance coverage
{all risks) in an amount equal to the fuil replacement value of the Appliance. On the expiry of the Evaluation Period, and unless
the Parties agree to a subsequent purchase of the Offering, Customer shall return the Appliance to Darktrace securely and
properly packaged, with carriage (and insurance at Customer's option} and this Agreement wili terminate.

2.2. if Darktrace provides Customer with a new product or new version of the Offering for technical preview or beta testing purposes
(a “Preview Product”), Customer may use the Preview Product for evaluation purposes, in a non-production test environment
only, for the period specified by Darktrace {the “Test Period”). Customer will test the Preview Product in accordance with
any conditions specified in the readme file for the software or any accompanying Documentation and will gather and report
test data, feedback, comments and suggestions to Darktrace. Customer's right to use the Preview Product will terminate upon
expiry of the Test Period. Darktrace does not warrant that it will release a commercial version of the Preview Product, or that
a commercial version will contain the same or similar features as the Preview Product.

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DocuSign Envelope ID: 68E73965-BAEF-4791-B930-DABA97 14DC55

2.3.

24.

3.1.

4.2.

4.3.

°& DARKTRACE

Clause 9 and Clause 12 will not apply to Evaluations or Preview Products. APPLIANCES PROVIDED FOR THE PURPOSES OF
EVALUATION (“EVALUATION PRODUCTS”) AND PREVIEW PRODUCTS ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW: (i) DARKTRACE MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR
UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RELATION TO SUCH
EVALUATION PRODUCTS OR PREVIEW PRODUCTS; AND (ii) IN NO EVENT SHALL DARKTRACE BE LIABLE TO CUSTOMER OR TO
THOSE CLAIMING THROUGH CUSTOMER FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR
LOSS OF ANY KIND, OR ANY LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF
INFORMATION OR DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE}, EVEN IF DARKTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN CLAUSE 2.3 ABOVE IS HELD TO 8E INVALID
FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND DARKTRACE BECOMES LIABLE THEREBY FOR LOSS OR
DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT
EXCEED TEN THOUSAND POUNDS STERLING (£10,000).

OFFERING; ORDER PROCESS

Darktrace agrees to provide to Customer: (i) the number and type of Appliances; (ii) the Support Services; and {iii} the training
to be provided to Customer, if any, each as set out in the Product Order Form. The Product Order Form must be in writing and
reference this Agreement to be valid. The Product Order Form will be governed by this Agreement and any different or
additional terms presented with or in any communication, including but not limited to, Customer's purchase order, are deemed
null and void and of no effect unless the additional terms are agreed upon by the Parties in writing prior to acceptance of that
Product Order Form.

HARDWARE

Hardware Products. Unless otherwise agreed in the Product Order Form, use of the Hardware is included in the Fees. The
Hardware is provided solely as the medium for delivery and operation of the Software, and must not be used for any other
purpose. Customer will be granted a licence to the Software on the terms of Clause 5 below.

Delivery. Darktrace will use commercially reasonable efforts to ship the Appliance(s) on the agreed delivery dates {in partial
or full shipments); provided, however, that Darktrace will in no event be liable for any delay in delivery or for failure to give
notice of delay. Darktrace may withhold or delay shipment of any order if Customer is late in payment or is otherwise in
default under this Agreement. Darktrace will deliver the Appliance FCA (Incoterms 2010) to the agreed Sites. In the absence
of specific shipping instructions from Customer, Darktrace will ship by the method of its choice. Unless otherwise agreed,
Customer will pay and be exclusively liable for all costs associated with shipping and delivery including without limitation,
freight, shipping, customs charges and expenses, cost of special packaging or handling and insurance premiums incurred by
Darktrace in connection with the shipment of the Appliance(s) to Customer. Darktrace will identify itself in all documents
related to the shipment of the Appliance(s) as the exporter of record from the applicable jurisdiction of export, and Customer
(or its agent, as applicable) as the importer of record into the country of delivery.

Title to Hardware. Title to the Hardware will remain with Darktrace for the entire Term. Upon termination for any reason,
or on expiration of the Term, Customer shall return the Hardware to Darktrace, securely and properly packaged, with carriage
{and insurance at Customer's option) prepaid. Whilst the Hardware is in Customer's possession, Customer must (a) clearly
designate the Hardware as Darktrace’s property; (b) hold the Hardware on a fiduciary basis as Darktrace’s bailee; (c) store
and use the Hardware in a proper manner in conditions which adequately protect and preserve the Hardware; (d) insure the
Hardware against all risks to its full replacement value; and (e} not sell, charge, pledge, mortgage or otherwise dispose of the
Hardware or any part of it or permit any lien to arise over the Hardware (or part thereof) and keep the Hardware free from
distress, execution and other legal process.

LICENCE GRANT FOR THE SOFTWARE AND RESTRICTIONS

Licence Grant for Software. In consideration of the Fees paid by Customer to Darktrace, and subject to the terms and
conditions of this Agreement and the Product Order Form, Darktrace grants to Customer a non-exclusive, non-transferable,
non-sublicensable licence for the Term to: (i} install and use the Appliance on the Site(s) or an Outsource Provider's site(s) for
Customer's or its Affiliate’s internal business purposes (provided that neither Customer nor its Affiliates may use the Appliance
or the Services as a commercial product or for the benefit of an unaffiliated third party); (ii) make a commercially reasonable
number of copies of the Documentation; provided however, that Customer must reproduce and include all of Darktrace's and
its suppliers’ copyright notices and proprietary legends on each such copy;.

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