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ZOLL Data Systems, Inc. Sales Order #: MASTER SOFTWARE LICENSE AGREEMENT Exhibit B - SERVICES 1. DEFINITIONS. Capitalized terms used in this Exhibit B but not defined in the MSLA shall have the meanings set forth herein. 2. SERVICES. 2.1 ZOLL Obligations. ZOLL agrees to provide the Services as more specifically described in, and in accordance with, any SOW executed under the MSLA. 2.2 Customer's Obligations. (a) Access. Customer shall at its own expense provide or make available to ZOLL access to the Customer's premises, systems, telephone, terminals and facsimile machines and all relevant information, documentation and staffreasonably required by ZOLL to enable ZOLL to perform the Services. (b) Maintenance of Access Conditions. Customer is responsible for maintaining the conditions of access specified in clause 2.2(a) above, the City's RFP and any subsequent SOW. ZOLL may suspend its obligations during such period that such conditions of access are not maintained and Customer agrees to reimburse ZOLL for any reasonable costs incurred as a result of such suspension at its then current time and materials rates. (c) Other Obligations. Customer agrees to perform its obligations hereunder (including any SOW(s) issued) in a timely manner and shall cooperate and provide ZOLL with requested information to enable ZOLL to perform the Services. To the extent that ZOLL is performing work in accordance with specifications provided by Customer, Customer shall be solely responsible for compliance with all laws and regulations. 2.3 Interface with Customer's Existing CAD Software. ZOLL ensures that the ZOLL software will interface with the Customer's Computer Information System CAD software as defined in ZOLL's Statement of Work which shall be mutually agreed to by Customer and ZOLL.. In the unlikely event that this interface is not completed prior to the completion of deployment of the FRMS System Software ZOLL agrees that the City may withhold $10,000 from its payments to ZOLL until such time as the interface is completed and deployed to the City System. 3. EXTENSION OF TIME. 3.1 Delay. Customer acknowledges that time frames and dates for completion of the Services asset out in the RFP and any subsequent SOW are estimates only and the ability to meet them is influenced by a range of factors including: (a) the developing nature of the scope of work; (b) the performance of third party contractors involved in the process; (c) the contribution of resources by the Customer; and (d) times of response by and level of cooperation of Customer. Obligations as to time are therefore on a "reasonable efforts" basis only and ZOLL shall not be liable for failure to meet time frames or completion dates unless that is due to negligence of ZOLL. 3.2 Changes. Customer understands that ZOLL's performance is dependent in part on Customer's actions. Accordingly, any dates or time periods relevant to performance by ZOLL hereunder will be appropriately and equitably extended to account for any delays resulting from changes due to Customer's acts or omissions. Ifeither party proposes in writing a change to the scope or timing of the Services, the other party will reasonably and in good faith consider and discuss with the proposing party the proposed change and a revised estimate of the costs for such change. Any such change in services or schedule will be provided utilizing the City's Authorization of Change in Services form included as Attachment A to this MSLA. 3.3 Notification. Wherein ZOLL's reasonable opinion there is likely to be a delay in the provision of Services under this MSLA and any subsequent SOW because of a cause beyond the reasonable control of ZOLL (including default or delay of Customer in performing its obligations), ZOLL will: (a)notify Customer of the circumstances of the delay; (b)give details of the likely effect of the delay and develop, at the Customer's expense, a strategy to manage the consequences of the delay; (c)request a reasonable extension of time; and (d)submit to Customer a statement of the variations to the MSLA or SOW resulting from the delay. 4. TIDS SECTION INTENTIONALLY LEFT BLANK 5. OWNERSt" AND LICENSE. 5.1 Ownership. ZOLL shall retain all right, title and interest in and to: (a)all software, tools, routines, programs, designs, technology, ideas, know -how, processes, techniques and inventions that ZOLL makes, develops, conceives or reduces to practice, whether alone or jointly with others, in the course of performing the Services; (b)all enhancements, modifications, improvements and derivative works of the Software and of each and any of the foregoing; and (c)all Intellectual Property Rights related to each and any of the foregoing (collectively, the "ZOLL Property"). 5.2 License. Provided that Customer is not in breach of any material term of the MSLA or any SOW, ZOLL grants Customer a non - exclusive, non - transferable license, without rights to sublicense, to use the ZOLL Property that is incorporated into deliverables delivered pursuant to a SOW (each, a "Deliverable "), solely for Customer's own internal business purposes in connection with the use of the Deliverable and the Software and solely for so long as the licenses to the Software granted pursuant to the MSLA remain in effect. Page 7 of 7 Customer Initials: