PORTERHOUSE SLED, LLC (#2027187)

Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 8 business purposes in connection with the Services and Deliverables, without rights to resell, license, or reverse engineer Porterhouse IP or to access its source code. This right ends when the Agreement terminates, except that the City's right to Porterhouse IP embedded in a Deliverable is perpetual and irrevocable. 6.5 Bankruptcy Protection. All licenses granted under this Section 6 are licenses of "intellectual property" under Section 365(n) of the United States Bankruptcy Code, and the City retains its rights under them in any bankruptcy of Porterhouse. 6.6 No Implied Licenses. Except as expressly stated in this Agreement, no license or other right is granted by either Party by implication, estoppel, or otherwise. Section 7: Representations and Warranties 7.1 Mutual. Each Party represents and warrants that it has the legal power and authority to enter into the Agreement, that its performance will not conflict with any other obligation, and that it will comply with all applicable Laws in performing under the Agreement. 7.2 Performance Warranty. Porterhouse warrants that (i) the Services will be performed in a timely, professional, and workmanlike manner consistent with or exceeding generally accepted industry standards; (ii) the Services and Deliverables will conform in all material respects to the Specifications in the applicable SOW; and (iii) the personnel performing the Services will have the necessary skill, training, and qualifications. The City must report a warranty breach in reasonable detail within 30 days after delivery of the affected Service or Deliverable (the "Claim Period"). Porterhouse then has 30 days to correct the non- conformance at its own expense (the "Fix Period"). If the breach is not corrected within the Fix Period, either Party may terminate the affected SOW, and Porterhouse shall refund the fees paid for the non-conforming Services or Deliverables plus pre-paid unused fees. This remedy, together with the acceptance rights in Section 3.4, is the City's sole remedy for breach of this Section 7.2. 7.3 Intellectual Property Warranties. Porterhouse warrants that (a) it has all rights necessary to grant the rights and licenses in Section 6, including under agreements with its employees, Subcontractors, and licensors; (b) the Services and Deliverables do not infringe or misappropriate any third party's intellectual property rights, do not incorporate any third party's confidential information without authorization, and are delivered free of liens and encumbrances; and (c) the City's exercise of its rights in the Deliverables will not require any third-party consent, clearance, fee, or residual payment. Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33