PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 7 from a court to prevent irreparable harm. All communications during the Escalation Process are treated as compromise and settlement negotiations, without prejudice. Section 5: Creation of Deliverables 5.1 Generally. Porterhouse creates Deliverables independently, using its own personnel and, where approved under Section 3.5, Subcontractors. 5.2 Third-Party Materials. Porterhouse shall not include Third-Party Materials in a Deliverable unless (a) they are specifically identified in the SOW, and (b) Porterhouse has obtained, at its own expense, rights sufficient to license them to the City under Section 6.2. 5.3 Open Source. For each Deliverable, Porterhouse shall list every Open Source component (including nested components) with its complete license and copyright attribution. Unless the SOW states otherwise, no Deliverable may include Open Source subject to a Copyleft License. To the extent required, the applicable Open Source license governs the City's use of that component. Section 6: Rights in Deliverables 6.1 Designation. Each Deliverable is either Licensed or Assigned, as designated on the Cover Page. The SOW controls if it designates a specific Deliverable differently. 6.2 Licensed Deliverables. For Deliverables designated as Licensed, and for Third-Party Materials and Reserved Materials contained in Assigned Deliverables, Porterhouse grants the City a non-exclusive, royalty-free, irrevocable, worldwide, transferable, perpetual license (with the right to sublicense through multiple tiers) to use, execute, reproduce, distribute, display, perform, modify, adapt, and prepare derivative works of the materials for City purposes. 6.3 Assigned Deliverables. For Deliverables designated as Assigned: (a) upon payment, Porterhouse irrevocably assigns to the City all right, title, and interest in the Deliverable, including intellectual property rights; (b) copyrightable aspects are deemed works made for hire under 17 U.S.C. Section 101 to the extent permitted by Law; (c) Third-Party Materials within an Assigned Deliverable are licensed under Section 6.2, not assigned; (d) Reserved Materials may be included in a Deliverable only if identified in the SOW, and are licensed under Section 6.2, not assigned; (e) Porterhouse waives moral rights to the extent permitted by Law; and (f) Porterhouse shall execute further documents reasonably requested to perfect the City's ownership, at the City's expense. 6.4 Porterhouse IP. Porterhouse retains all right, title, and interest in Porterhouse IP. The City receives a non-exclusive, royalty-free right to use Porterhouse IP solely for its internal Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33