TargetSolutions Learning LLC 5/1/2018

Schedule C City of Everett Offsite Hosting Terms and Conditions The City of Everett Offsite Hosting Terms and Conditions is entered into and made a part of the TargetSolutions Client Agreement between City of Everett and TargetSolutions Learning, LLC ("Service Provider"). 1. Data Ownership: The City of Everett shall own all right, title and interest in its data that is related to the services provided by this contract. The Service Provider shall not access City of Everett User accounts, or City of Everett Data, except(i) in the course of data center operations, (ii) response to service or technical issues, (iii)as required by the express terms of this contract, or(iv)at City of Everett's written request. All data provided to Service Provider by City for use relating to the services provided by the Service Provider, including without limitations all materials and electronic media provided to Service Provider, are and will remain the exclusive property of the City("City Data"). Upon the expiration or termination of this Agreement and only upon the City's prior written request within 90 days following such termination, Service Provider shall return all City Data to the City, and once obtained by the City, destroy all Service Provider copies of the City Data. TSL's Ownership Rights are as set forth in the above referenced Client Services Agreement. 2. Data Protection: Protection of personal privacy and sensitive data shall be an integral part of the business activities of the Service Provider to ensure that there is no inappropriate or unauthorized use of City of Everett information at any time. To this end, the Service Provider shall safeguard the confidentiality, integrity, and availability of City information and comply with the following conditions: a) All City of Everett information provided to the Service Provider under this contract shall remain property of the City of Everett. b) At no time shall any data or processes which either belongs to or are intended for the use of City of Everett or its officers, agents, or employees, be copied, disclosed, or retained by the Service Provider or any party related to the Service Provider for subsequent use in any transaction that does not include the City of Everett. 3. Data Location: The Service Provider shall not store or transfer non-public City of Everett data outside of the United States. This includes backup data and Disaster Recovery locations. The Service Provider will permit its personnel and contractors to access City of Everett data remotely only as required to provide technical support. 4. Encryption: a) The Service Provider shall encrypt all non-public data in transit regardless of the transit mechanism. b) The Service Provider's encryption shall be consistent with validated cryptography standards as specified in National Institute of Standards and Technology FIPS140-2, Security Requirements. c) When the Service Provider cannot offer encryption at rest, they must maintain, for the duration of the contract, cyber security liability insurance coverage for any loss resulting from a data breach. The Service Provider shall maintain a Cyber liability policy with a $5,000,000 per occurrence limit. The policy shall comply with the following requirements: • Issued by an insurance company acceptable to the City of Everett and valid for the entire term of the contract, inclusive of any term extension(s). • Shall include, but not be limited to, coverage for liabilities arising out of premises, operations, independent contractors, products, completed operations, and liability assumed under an insured contract. • At a minimum, the policy must include third party coverage for credit monitoring; notification costs to data breach victims; and regulatory penalties and fines. • Shall apply separately to each insured against whom claim is made or suit is brought subject to the Service Provider's limit of liability. • Shall include a provision requiring that the policy cannot be cancelled without thirty days written notice to the City of Everett. TSL Client Agreement with City of Everett 7 Rev P—Revised Date 04/10/2018