PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 14 receives a CPRA request covering Porterhouse Confidential Information, the City will, where legally permitted, notify Porterhouse before disclosure so Porterhouse may, at its own expense, seek an available exemption. The City retains sole discretion to comply with its CPRA obligations, and nothing in the Agreement requires the City to violate the CPRA. Section 16: Publicity Neither Party may publicly announce the Agreement or use the other Party's name or logo without the other Party's prior approval, except as required by Law (including the CPRA and open-meeting requirements under the Ralph M. Brown Act). Porterhouse may disclose in its client lists and proposals the fact that it provides Services to the City, provided no City Confidential Information is disclosed. Press releases, case studies, and quotations require the City's approval in each instance. Section 17: General Terms 17.1 Assignment; Data Residency. Neither Party may assign the Agreement without the other Party's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice. Porterhouse may engage affiliates and approved Subcontractors, remaining responsible for their performance. All City Materials handled by Porterhouse, its affiliates, and its Subcontractors shall reside exclusively within the United States: no transfer, storage, or processing outside the United States, and no storage on local workstations, laptops, personal devices, or removable media. All data handling shall occur in secured, United States-based cloud or enterprise environments. 17.2 Governing Law and Courts. The Agreement is governed by the Governing Law stated on the Cover Page. The Parties consent to the exclusive jurisdiction and venue of the Courts stated on the Cover Page. 17.3 Notices. Legal notices must be in writing and sent to the addresses on the Cover Page (or as updated by notice): for the City, City of Pleasanton, Attn: Director of Finance, 123 Main Street, P.O. Box 520, Pleasanton, California 94566; for Porterhouse, Porterhouse SLED LLC, Attn: Chief Executive Officer, 8 The Green #23063, Dover, Delaware 19901, email steven.porter@porterhouse.ai. Notices are effective on receipt (personal or certified mail), one business day after deposit with an overnight courier, or on delivery for email. 17.4 Entire Agreement; Counterparts. The Agreement is the Parties' entire agreement on its subject and supersedes prior discussions. Purchase orders and business forms do not amend it. The Agreement may be signed in counterparts, including PDF and electronic signatures. Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33