Fort Walton Beach Resolution — 2026-07 Accepting Funding through State Board of Immigration Enforcement — reading text

expressly set forth in Section 2. 1 above, no license or other rights in or to the Peregrine Technology or related intellectual property rights are granted to Customer or Users, and all such licenses and rights are hereby expressly reserved to Peregrine. For clarity, " Peregrine Technology" does not include Customer Data. Proprietary and Confidential  Peregrine December 18, 2025 6. Data Access, Sharing and Security. 6. 1. Customer Data. Peregrine may access, reproduce, and use Customer Data to provide the Service, including to provide Technical Support, Onboarding and Training Services and any Professional Services. Customer agrees that Peregrine may generate technical logs, data and insights about Customer' s usage of the Service ( e.g., frequency of logins) (" Peregrine Insights") and may use the Customer Data in aggregated and anonymized form that does not individually identify any person or entity, including Customer or its Users (" Aggregated Data") for Peregrine' s internal business purposes and to operate and improve Peregrine' s proprietary software and services, and that Peregrine shall own the Peregrine Insights and the Aggregated Data. Peregrine shall destroy Peregrine Insights and Aggregated Data on termination of this Agreement. Peregrine may choose to terminate the provision of any Customer Data via the Service if the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion. 6. 2. UIS Security Policy. Peregrine has implemented procedures to allow for adherence to the GIS Security Policy. The hosting facility for the Service uses access control technologies that meet or exceed GIS requirements. In addition, Peregrine has installed and configured solid network intrusion prevention appliances for adherence to the GIS Security Policy. 6. 3. Third Party Data. Any Third Party Data that Peregrine may provide via the Service is governed by the third party owner' s retention policy. Peregrine does not provide any warranties with respect to any Third Party Data and Peregrine may choose to terminate the provision of any Third Party Data via the Service if Peregrine' s applicable rights to such Third Party Data terminate or the provision of such data may be harmful to the Service, as determined by Peregrine in its reasonable discretion. 6. 4. Processing of Personal Information. Peregrine' s rights and obligations with respect to Personal information it collects directly from individuals are set forth in Peregrine' s Privacy Policy < https:Hperegrine. io/ privacy- policy/>. Personal Information included within Customer Data and processed by Peregrine on behalf of Customer is governed by this Agreement. 6. 5. Sensitive Information; Marking Requirements_ To the extent Customer provides Customer Data that Customer considers to be sensitive, proprietary, restricted, or otherwise requiring sensitive treatment (" Sensitive Information"), Customer is solely responsible for providing appropriate markings to designate the applicable Customer Data as Sensitive Information. Customer shall provide Peregrine with documentation and/ or instructions in writing with sufficient detail for Peregrine to identify and distinguish content that is Sensitive Information within other provided Customer Data. Customer shall ( a) mark Sensitive Information on its face, ( b) make the appropriate designations for Sensitive Information in document metadata, ( c) provide Peregrine with a table or other list of Sensitive Information that contains sufficient detail to identify the Sensitive Information; or ( d) identify Sensitive Information to Peregrine in some other mutually agreed upon method. Peregrine shall not be responsible for failure to designate Sensitive Information with specific access control status based on Customer failure to provide sufficient information to identify Sensitive Information. 7. Confidentiality. 7. 1. Definition of Confidential Information. The term " Confidential Information" means all confidential and proprietary information of a party (" Disclosing Party") disclosed to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, any Third Party Data, the Service, the Documentation, the Peregrine Technology, business and marketing plans, technology and technical information, product designs, and business processes. 7. 2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party except to perform its obligations or exercise its rights under this Agreement, except with the Disclosing Party' s prior written permission on a case- by- case basis. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event with less than reasonable care. If the Receiving Party is compelled by law or a government authority to disclose Confidential Information of the Disclosing Party, it shall Proprietary and Confidential VPeregrine December 18, 2025 provide the Disclosing Party with prior notice of such compelled disclosure ( to the extent practicable and legally permitted) and reasonable assistance, at Disclosing Party' s cost, if the Disclosing Party wishes to contest the disclosure. 7. 3. Exceptions. The parties' obligations in Section 7. 2 shall not apply to any information that: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; ( b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; ( c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or ( d) is received from a third party without breach of any obligation owed to the Disclosing Party. 7. 4. Public Records Acts. Peregrine acknowledges that Customer is a public entity and may be governed by applicable laws, rules, or regulations relating to public records (each a " Public Records Act"). Nothing in this Section 7 shall prevent Customer from disclosing Confidential Information for purposes of complying with an applicable Public Records Act to the extent legally required. 7. 5. Remedies. If the Receiving Party discloses or uses ( or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that such unauthorized disclosure or use may cause irreparable harm to the Disclosing Party for which any other available remedies are inadequate. 8. Warranties & Disclaimers. 8. 1. Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Peregrine represents and warrants that (i) it will provide the Service in a professional manner consistent with the standards observed by a competent practitioner of the profession in which Peregrine is engaged, and ( ii) the Service will perform in accordance with and otherwise substantially conform to its associated documentation. 8. 2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8. 1, PEREGRINE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE, THE PEREGRINE TECHNOLOGY, ANY THIRD PARTY DATA AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. PEREGRINE HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 9. Indemnification. 9. 1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers, directors, officials, agents, volunteers and employees (" Customer Indemnified Parties") against any claim made or brought against any Customer Indemnified Party by a third party alleging that the Service as provided to Customer and when used in accordance with this Agreement infringes any intellectual property rights of a third party (each, a " Customer Claim"), and shall indemnify and hold Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs, including without limitation, attorney' s fees, awarded by a court or agreed to by Peregrine in a settlement with respect to such Customer Claim; provided, that Customer ( a) promptly gives written notice of the Customer Claim to Peregrine; ( b) gives Peregrine sole control of the defense and settlement of the Customer Claim ( provided that Peregrine may not agree to any settlement that imposes any liability or obligation on Customer without Customer' s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed); and ( c) provides to Peregrine, at Peregrine' s cost, all reasonable assistance in the defense and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9. 1 or otherwise regarding claims that arise from or relate to ( i) Customer' s use of the Service other than as contemplated by this Agreement, ii) any modifications to the Service made by any entity other than Peregrine ( where the liability would not have arisen but for such modification), ( iii) any combination of the Service with services or technologies not provided by Peregrine ( where the liability would not have arisen but for such combination), ( iv) Customer' s use of the Service or portion thereof after Peregrine has terminated this Agreement or such portion of the Service in accordance with this Section 9. 1, or (v) Third Party Products. If in Peregrine' s opinion a Customer Claim is likely to be made, or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain a license to enable Customer Proprietary and Confidential  Peregrine December 18, 2025 to continue to use the potentially infringing portion of the Service, ( y) modify the Service to avoid the potential infringement, or ( z) if the foregoing cannot be achieved after using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion of the Service and refund the amount of any pre -paid fees applicable to the portion of the terminated Services to be provided after the termination date. 9. 2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its expense defend Peregrine and its officers, directors, officials, agents, volunteers and employees (" Peregrine Indemnified Parties") against any claim made or brought against any Peregrine Indemnified Party by a third party based on: ( a) Customer' s or any User' s negligence, gross negligence, fraud, or willful misconduct; ( b) Customer' s or any User' s use of the Service in a manner not authorized by this Agreement; or (c) Customer Data or Peregrine' s authorized use of such Customer Data ( each, a " Peregrine Claim"),