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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 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

City of Nashua

Information Technology Department (603) 589-3300
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
CIO, 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: ConRes Contact:
C (Nick Miseirvitch Jeff Lane
onres City of Nashua 781-533-0292
jlane@conres.com
I UTIONS
ConRes Corporate Office: Continental Resources, Inc. - 175 Middlesex Tumpike, Bedford MA 01730 Dated: 5/10/22
CUSTOMER SOLD TO / BILL TO / SHIP TO ADDRESS: 229 MAIN ST, NASHUA, NH 03060 Validity Period: 30 Days
CONFIDENTIAL Quote Number: 051022 _Darktrace
This Quotation is the sole proy of ConRes and may not be reproduced in a acity without proper authorization. Terms Pending Credit Approval): NET 30
Item # Product OTY Description Start Date I End Date Unit Price Extended
Darktrace
10 DCIP-EIS 1 Enterprise Immune System 6/1/22 5/31/26 $282,054. 00 $282,054. 00
20 DCIP-X2 1 Large Appliance 6/1/22 5/31/26
30 DCIP-ANTI 1 Antigena Network Software 6/1/22 5/31/26
40 DCIP-TVELEARN 1 eLearning Training
50 DCIP-TVPUB 1 Public Online Training
60 DCIP-TVREM 2 Private Training (Remote)

NOTE: Non-cancelable / Non-Refundable

Payment Schedule Amount Due
June 1, 2022 $11,752.00
Aug 1, 2022 $70,513.00
Aug 1, 2023 $70,513.00
Aug 1, 2024 $70,513.00
Aug 1, 2025 $58,763.00

Darktrace Terms

1) By signing this Product Order Form ("Product Order Form") or issuing a purchase order referencing this
Product Order Form, End User's use of the Offering shall be subject to the Darktrace Master Customer
Agreement as agreed between End User and Darktrace (“Agreement”).

2) By signing this Product Order Form, End User acknowledges and agrees that End User's usage of the above
Products and Services is governed by the Darktrace Master Customer Agreement and Partner has included the
Master Customer Agreement in the agreement with the End User

3) The Appliance(s) are for use with respect to the End User's applicable bandwidth throughput, number of
connected devices and connections per minute as set out in the applicable Product Data Sheet

(https://darktrace. com/res ources/contract-data-sheets. zip) (the “Appliance Specifications”). Should the Appliance
Specifications be exceeded, additional Fees shall be payable. The S oftware is limited to 3,850 (three thousand
eight hundred and fifty) Devices in use on the Customer network (the “Device Limit”), For the purposes of this
calculation a “Device” is a unique Internet Protocol address (IP address), tied to a piece of equipment, apparatus,
or instrument, virtual or physical; that is monitored, modelled and visible in the Threat Visualizer within a
given 7 day time frame. Should the Device Limit be exceeded, additional Fees shall be payable

4) In consideration for the use of the Appliance and the licences granted herein, Partner agrees to obtain End
User's consent for the following. End User agrees that Darktrace shall be permitted to (a) identify the End User
as a customer and to use the End User's name in connection with proposals to prospective customers, (b)
display End User's logo on Darktrace's web site, and (c) provide a reasonable number of reference calls on
demand

Total w / o Taxes, Freight and Freight Insurance $282,054.00

[Unless otherwise agreed upon in writing by ConRes and Customer all pages of this quotation are governed by the Commonwealth of Massachusetts ITC73 Contract Pricing Contract. |

All items on this quote are also governed by each manufacturers applicable License Agreements, Warranties, Return Poli cies, Tems of Service, and Privacy Policies (Customer may be required to “Click to Accept” or otherwise confirm acceptance of these policies). ConRes
makes no representations or warranties with respect to the performance of the products and the accuracy ofthe information, and any and all warranties, whether oral or written, express or implied, are hereby expressly disclaimed including, but not limited to, warranties of
merchantability and fitness for a particular purpose and liability ari sing from errors and/or omissions in theinformation, Available quantities reflect a point in time and do not guarantee availability at time of order. Itis your (Customers) Sol e Responsibility to evaluate
the accuracy of, completeness, and usefulness of the information on this Quotation. All payments are in United States Dollars. License and Maintenance Agreements: If customer agrees to purchase any items that carry a license or maintenance agreement and if invoice(s) for
these product(s) is (are) not paid within approved credit terms, ConRes reserves the right to and customer grants permission to revoke the agreement(s).

Additi Terms and C iti i to Subscriptions

Customer acknowledges and agrees there may be monthly pricing fluctuation for each subscription, and a formal change management process or amended Purchase Order will not be required for such monthly pricing fluctuations and that Customer is obligated to make
payments for each subscription to ConRes. ConRes will invoice Customer monthly or annually (as defined within this quote) for Customer’s usage of the subscription which will include subscription usage and any one-time charges.

In addition to any other remedies that may be applicable based on the type of subscription, ConRes or any of its resellers (¢.g., AWS, ILAND, Ingram, Microsoft) may suspend (remove right to access or use any portion of the subscription) or cancel (also defined as
“terminate”) Customer's access if Customer fails to pay in full when due any two (2) invoices, other than amounts being reasonably, actively, and diligently disputed by Customerin good faith (“Disputed Charges”). ConRes will have the right to suspend or terminate
Customer's access to its account and to any subsctiptions if Customer has not paid in full all undisputed charges within ten (10) days following Customer’s receipt of notice of past due charges. Upon termination — all undisputed amount shall be due and payable.

Privacy Statement: Continental Resources, Inc. (“ConRes”) and its corporate affiliates (“Affili ates” or “ConRes Affiliates”) are committed to the protection of your privacy, data, and personal information (“DATA”) as further defined within the ConRes Privacy Policy
which is available on our website www.conres.com or you may contact us at Privacy com for further in: i

[conkes Sales Quote Revision: 1.12022 |

PURCHASE AUTHORIZATION: The execution of this Quote will serve as the official statement of your intent to purchase without an official PO and is documenting your intent to purchase the products and services listed on the referenced within this
quote. The individual signing below on behalf of the customer represents and warrants that they are duly authorized to execute this Quote and have the authority to commit the Customer defined to the purchase and payment of the quoted goods and services.
Unless otherwise noted below the Quote number above will be used as the Purchase Order reference number.

City of Nashua Continental Resources, Inc.

Signature Signature
Authorized Signatory: Authorized Signatory: Louis Novakis
Title: Title: DPO / Executive Director
Email: Email: LNOVAKIS@CONRES.COM
Date: Date: 5/10/22
Page 1 of 1

© Continental Resources, Inc. (Confidential)

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‘@ DARKTRACE

DARKTRACE MASTER CUSTOMER AGREEMENT
IMPORTANT - 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.

If 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 full 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 will 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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2.4,

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4.2.

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‘@ 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 BE 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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5.3.

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‘@ DARKTRACE

Licence Restrictions. All Software is licensed, not sold. The restrictions in this Agreement represent conditions of Customer’s
licence. Unless otherwise specified in the Product Order Form or the Documentation, the Software is pre-installed on the
Hardware and Customer agrees to use the Software solely in conjunction with such Hardware and not separately or apart from
the Hardware. Customer specifically agrees not to: (i) sub-licence, rent, sell, lease, distribute or otherwise transfer the Software
or any part thereof or use the Offering, or allow the Offering to be used, for timesharing or service bureau purposes or
otherwise use or allow others to use for the benefit of any third party (other than Customer’s Affiliates); (ii) attempt to reverse
engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the Software or
Third Party Software (other than the GPL Software) or any portion thereof, except as required to be permitted by applicable
law; (iii) modify, port, translate, localise or create derivative works of the Software, the Third Party Software, the
Documentation; (iv) use the Offering: (a) in violation of any law, statute, ordinance or regulation applicable to Customer
(including but not limited to the laws and regulations governing publicity or privacy, export/import control, federal, state and
local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems are
scanned or scanning is controlled, or anti-discrimination, in each case that are applicable to Customer); or (b) negligently,
intentionally or wilfully propagate any virus, worms, Trojan horses or other programming routine intended to damage any
system or data; (v) remove or modify any acknowledgements, credits or legal notices contained on the Appliance or any part
thereof; (vi) install or run on the Hardware on any software applications other than the Software and Third Party Software
installed by Darktrace on such Hardware; (vii) collect any information from or through the Offering using any automated means
(other than Darktrace approved APIs), including without limitation any script, spider, “screen scraping,” or “database scraping”
application or gain or attempt to gain non-permitted access by any means to any Darktrace computer system, network, or
database; and (viii) file copyright or patent applications that include the Offering or any portion thereof.

Affiliate Use. Darktrace acknowledges and agrees that the Offering may be used for the benefit of Customer Affiliates
incorporated on or before the Effective Date of the Product Order Form. Such Customer Affiliates will be entitled to utilise
the Offering in the same way as Customer under the terms of this Agreement. To the extent that any such Customer Affiliate
utilises the Offering in accordance with this Clause 5.3 Customer (acting as agent and trustee of the relevant Customer
Affiliate) will be entitled to enforce any term of this Agreement and recover all losses suffered by such Customer Affiliate
pursuant to this Agreement as though Customer had suffered such loss itself, provided that in no event may Customer make
multiple recoveries in respect of the same loss.

Outsource Provider. In the event that Customer contracts with any third party service provider(s) such as an outsourcer,
hosting, managed service, or collocation service provider or other information technology service provider for the
performance of information technology functions (each, an “Outsource Provider’), Customer may permit such Outsource
Provider to exercise all or any portion of the rights granted in Clause 5.1 above solely on Customer’s or its Affiliates’ behalf,
provided that, (i) the Outsource Provider will only use or operate the Offering for Customer’s use subject to terms and
conditions that are consistent with the rights and limitations set out in this Agreement; and (ii) Customer will remain liable
for the acts and omissions of the Outsource Provider under this Agreement.

Third Party Software/ Open Source Software. Customer acknowledges that the Software may contain or be accompanied by
certain third-party hardware and software products or components (“Third Party Products”) including Open Source Software.
Any Open Source Software provided to Customer as part of the Offering is copyrighted and is licensed to Customer under
the GPL/LGPL and other Open Source Software licences. Copies of, or references to, those licences may be set out in a Product
Order Form, the Third Party Product packaging or in a text file, installation file or folder accompanying the Software. If
delivery of Open Source Software source code is required by the applicable licence, Customer may obtain the complete
corresponding Open Source Software source code for a period of three years after Darktrace’s last shipment of the Software
by sending a request to: Attn: Legal Department - Open Source Software Request, Darktrace Limited, Maurice Wilkes Building,
Cowley Road, Cambridge CB4 ODS, United Kingdom.

SERVICES

Installation. Darktrace will conduct its standard installation and test procedures to confirm completion of the installation of
the Appliance on Customer’s or its Outsource Provider’s site (“Installation Services”).

Support Services. Darktrace will provide the Standard Support Services for the Term and any Support Service Options
specified in the Product Order Form (collectively, the “Support Services”). Darktrace’s Support Services are further described
in the Support Services Data Sheet, which details Darktrace’s Standard Support Services and Support Service Options, and
their respective eligibility requirements, service limitations and Customer responsibilities.

Call Home. Darktrace’s Call Home feature is critical for certain Support Services. Darktrace will limit its access solely to the

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7A.

8.1.

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‘@ DARKTRACE

extent relevant to Darktrace's provision of the Support Services, and such remote access will be subject to Customer’s
reasonable policies and procedures provided to Darktrace in writing in advance. The Call Home connection remains within
Customer’s complete control and is initiated by the onsite Appliance. It can be initiated and terminated at any time by
Customer.

DISCLAIMER. UNLESS EXPRESSLY AGREED, THE SERVICES DO NOT INCLUDE THE MONITORING, INTERPRETATION OR
CORRECTIVE ACTION WITH RESPECT TO ANY ALERTS GENERATED BY THE OFFERING. NO ADVICE, REPORT, OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM DARKTRACE OR THROUGH OR FROM THE SERVICES SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER UNDERSTANDS THAT: (A) ANY OUTCOME
OF THE SERVICES INVOLVING SECURITY ASSESSMENT IS LIMITED TO A POINT-IN-TIME EXAMINATION OF CUSTOMER’S
SECURITY STATUS; AND (B) THE SERVICES DO NOT CONSTITUTE ANY FORM OF REPRESENTATION, WARRANTY OR
GUARANTEE THAT CUSTOMER’S SYSTEMS ARE SECURE FROM EVERY FORM OF ATTACK, EVEN IF FULLY IMPLEMENTED.
CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT NOT ALL ANOMALIES / INTRUSIONS MAY BE REPORTED OR
PREVENTED.

FEES, PAYMENT AND TAXES

Fees. Fees are stated in the Product Order Form. No refunds will be made except as provided in Clause 9 and Clause 10.3
of this Agreement. Unless otherwise explicitly agreed in writing, fees are: (i) exclusive of sales and use taxes assessed by any
taxing authority in the jurisdiction(s) in which Customer is physically located and takes delivery of the Appliance or Services;
and (ii) exclusive of duties and shipping and handling fees, which unless otherwise agreed will be the responsibility of
Customer. Should Customer be required under any law or regulation of any governmental entity or authority outside of the
United Kingdom to withhold or deduct any portion of the payments due to Darktrace, then Customer will increase the sum
payable to Darktrace by the amount necessary to yield to Darktrace an amount equal to the sum Darktrace would have
received had no withholdings or deductions been made..

Invoices and Payment. Unless otherwise stated in the Product Order Form, Customer will be invoiced the Fees from the
commencement date specified in the Product Order Form (the “Commencement Date”). Any other charges, such as out of
pocket expenses will be invoiced monthly in arrears. Invoicing will occur via email. Unless otherwise agreed in the Product
Order Form, Customer agrees to pay all undisputed amounts within thirty (30) days of Customer’s receipt of the applicable
invoice by direct bank or wire transfer in accordance with the instructions on the invoice, and any bank charges assessed on
Customer by Customer’s bank. UNLESS PAYMENTS ARE MADE BY BANK OR WIRE TRANSFER, THEY MUST BE MADE
ANNUALLY IN ADVANCE. Darktrace may suspend or cancel performance of open orders or Services if Customer fails to make
payments when due, reserving all other rights and remedies as may be provided by law. Darktrace may impose late charges
on overdue payments at a rate equal to two percent (2%) per annum above the official dealing rate of the Bank of England,
calculated from the date payment was due until the date payment is made, and all reasonable expenses incurred in collection,
including legal fees.

Lapsed Fees. If Customer has lapsed in the payment of Fees due hereunder, Darktrace may suspend the provision of
Services and prior to recommencement of the Services by Darktrace, Customer will be responsible for paying all fees
associated with the Offering from the date such Services were stopped through to the then-current date.

Clause 7 shall not apply where Customer has purchased the Offering through a Darktrace authorised reseller.

INTELLECTUAL PROPERTY; OWNERSHIP

Intellectual Property. Except as expressly set forth herein: (i) this Agreement does not grant either Party any rights, implied
or otherwise, to the other’s Intellectual Property; and (ii) Darktrace, its suppliers and licensors, retain all right, title and
interest in and to the Offering , and the Documentation and all copies thereof, including all enhancements, error correction,
new releases, updates, derivations, and modifications thereto (collectively, “Darktrace Intellectual Property”). Customer
agrees to inform Darktrace promptly of any infringement or other improper action with respect to Darktrace Intellectual
Property that comes to Customer’s attention.

WARRANTIES

Hardware Warranty. Darktrace warrants to Customer that during the three (3) year period from the date of delivery of the
Appliance, the Hardware will perform materially in accordance with the applicable Datasheet.

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10.2.

‘@ DARKTRACE

Software Warranty. Darktrace warrants to Customer that during a period of ninety (90) days from the date of delivery of
the Appliance, the Software will perform materially in accordance with the applicable Datasheet.

Services Warranty. Darktrace warrants to Customer that all Services will be performed with all reasonable care, skill and
diligence in accordance with generally recognised commercial practices and standards.

Exceptions. The warranties contained in Clause 9.1 and Clause 9.2 above will not apply if: (i) Customer’s use of the Offering
is not in accordance with this Agreement; (ii) Customer fails to follow Darktrace’s environmental, installation, operation or
maintenance instructions or procedures in the Documentation; (iii) the Appliance has been subject to Customer’s (or its
agent’s) abuse, negligence, improper storage, servicing or operation (including without limitation use with incompatible
equipment), reasonable wear and tear excepted; (iv) the Appliance has been modified, repaired or improperly installed
other than by Darktrace or any contractor or subcontractor of Darktrace; (v) Customer (or its agent) has failed to
implement, or to allow Darktrace or its agents to implement, any corrections or modifications to the Appliance made
available to Customer by Darktrace; or (vi) Customer (or its agent) has combined the Appliance with other software, services,
or products that are not provided by Darktrace or not otherwise specified in the Documentation, and, but for such
combination, the breach of warranty would have been avoided.

Remedies. If during the applicable warranty period contained in Clause 9.1 or Clause 9.2 above: (i) Darktrace is notified
promptly in writing upon discovery of an error in any of the Appliance, including a detailed description of such alleged error;
and (ii) Darktrace’s inspections and tests determine that the Appliance contains an error and it is not subject to any of the
exceptions set out in Clause 9.4, then, as Darktrace’s entire liability and Customer’s sole remedy for such breach of warranty,
Darktrace will (at Darktrace’s option and sole expense) correct, repair or replace the Appliance within a reasonable time or
provide or authorise a refund of the unused portion of the Fees Customer has paid for the Offering following the return of
the Appliance to Darktrace and the Agreement will terminate. Any items provided as replacement under the terms of the
applicable warranty will be warranted for the remainder of such original warranty period. Darktrace will pay for, and will bear
all risk of loss of or damage to, the return shipment of the Appliance to Darktrace and the shipment of repaired or replaced
the Appliance to Customer. Customer agrees to provide prompt notice of any failure under Clause

9.3 and Darktrace will re-perform any Service that fails to meet the warranted standard.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, AND TO THE FULLEST EXTENT
PERMITTED BY LAW, NEITHER DARKTRACE NOR ANY OF ITS THIRD PARTY LICENSORS OR SUPPLIERS MAKE ANY
WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED,
STATUTORY OR OTHERWISE IN RELATION TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE..
DARKTRACE DOES NOT WARRANT THAT THE OPERATION OF THE OFFERING WILL BE ERROR-FREE OR UNINTERRUPTED.

INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY

Darktrace Indemnity. Darktrace will indemnify Customer, Customer’s Affiliates, and their respective officers, directors, and
employees (and any successors and assigns of the foregoing) (collectively, the “Customer _Indemnitees”) against all
liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim
that the Software provided or made available by Darktrace under this Agreement , or its receipt, possession or use by any
Customer Indemnitee, infringes a European or U.S. patent, any copyright, or misappropriates any third party trade secrets.
The indemnification obligations of Darktrace will be subject to Customer: (i) notifying Darktrace in writing within twenty (20)
days of receiving notice of any threat or claim of such action; (ii) giving Darktrace exclusive control and authority over the
defence or settlement of such action (provided that: (A) any settlement will not entail an admission of fault or guilt by any
Customer Indemnitee; and (B) the settlement includes, as an unconditional term, the claimant’s or the plaintiff's release of
Customer Indemnitees from all liability in respect of the claim); (iii) not entering into any settlement or compromise of any
such action without Darktrace’s prior written consent; and (iv) providing reasonable assistance requested by Darktrace at
Darktrace’s expense. Customer will be obliged to mitigate its losses insofar as is reasonable in the circumstances.

Exclusions. The obligations set out in Clause 10.1 do not apply to the extent that a third party claim is caused by, or results
from: (a) Customer’s combination or use of the Software that is the subject of the claim with other software, services, or
products that are not provided or authorised by Darktrace in writing, if the claim would have been avoided by the non-
combined or independent use of the Software that is the subject of the claim; (b) modification of the Software that is the
subject of the claim by anyone other than Darktrace or any contractor or subcontractor of Darktrace, if the third party claim
would have been avoided by use of the unmodified Offering or other intellectual property that is the subject of the claim;

V09.12.2020 MCA SHRINKWRAP 5