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Offsite/Cloud Addendum - 1 <br />6.20.23 <br />ADDENDUM <br />(CLOUD/OFFSITE HOSTING) <br />Vendor: <br />Agreement: <br />The City of Everett (City) and Vendor are parties to the Agreement as shown in <br />the table above. Regardless of anything to the contrary in the Agreement, the <br />Vendor agrees as follows: <br />1. Compliance Requirements: Vendor must maintain System and <br />Organization Controls 2 (SOC2) compliance and provide annual SOC2 <br />reports to demonstrate Vendor’s compliance with the Trust Services <br />Criteria. Vendor must ensure that all systems and services provided to <br />the City meet or exceed the SOC2 requirements. Vendor will also <br />promptly notify the City of any changes in its SOC2 compliance. <br />2. Data Ownership: The City shall own all right, title and interest in its <br />data related to the Agreement. Vendor shall not access City User <br />accounts, or City Data, except (i) in the course of data center <br />operations, (ii) response to service or technical issues, (iii) as required <br />by the express terms of the Agreement, or (iv) at City’s written request. <br />3. Confidentiality: Vendor shall protect the confidentiality of City data <br />and shall not disclose any City data to any third party without the City’s <br />prior written consent. Vendor shall maintain appropriate security <br />measures to protect City data from unauthorized access, use, or <br />disclosure. <br />4. Data Protection: Protection of personal privacy and sensitive data <br />shall be an integral part of the business activities of Vendor to ensure <br />that there is no inappropriate or unauthorized use of City data at any <br />time. To this end, Vendor shall safeguard the confidentiality, integrity, <br />and availability of City data and comply with the following conditions: <br />a. All data obtained by Vendor from the City or from affiliates of the <br />City under the Agreement shall become and remain property of <br />the City. <br />b. At no time shall any data or processes which either belongs to <br />or are intended for the use of City or its officers, agents, or <br />employees, be copied, disclosed, or retained by Vendor or any <br />party related to Vendor for subsequent use unless such use is <br />authorized by the City in writing. <br />5. Data Location: Vendor shall not store or transfer non-public City data <br />outside of the United States. This includes backup data and disaster <br />recovery locations. Vendor will permit its personnel and contractors to