17-48 Resolution No. 17-48
RESOLUTION
AUTHORIZING EXECUTION OF MASTER AGREEMENT WITH
DARKTRACE LIMITED
FOR DARKTRACE ENTERPRISE IMMUNE SYSTEM
APPLIANCE REGARDING NETWORK SECURITY
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an
exception to the requirements of the procurement ordinance is necessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are
hereby authorized and directed to execute Master Agreement and related documents on behalf of the
City of Elgin with Darktrace Limited for DarkTrace Enterprise Immune System Appliance regarding
network security, a copy of which is attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: March 22, 2017
Adopted: March 22, 2017
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
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D►RKTRAE Darktrace limited
VAT No.187 3066 85
Product Order Form The Platinum Building,
St.John's Innovation Park
I Cowley Road
Ship To:City of Elgin("Customer") Cambridge CB4 ODS
Attn:Jeff Massey
i United lCingdom
Email:masseyj @c'ttyof elgin.org
Phone:(847)931-5642
Site Address(es):50 Dexter Court Elgin,IL 60120
D Quote Date 7-Feb 2017
Extended
Line pt oduct Cu�toiner Price CLI,,tumer Price
Item Product/Service,,Dc-�cripticn Co& QTY Term(month�) per month(USS) (US$)
1 Darktrace Enterprise Immune
System Appliance DCIP-M 1 1 48 $6,000.00 $288,000.00
Includes:
-Term license commencing on the Effective Date
(" mmenc m gnj Date')—subject to Opt Out,see Note 3
-Installation Services
-Bronze Support Services(including weekly Threat Intelligence
Reports for the Term)
2 DCP-
Darktrace Essentials Training TV'ESS I i Inc inc
-Threat Visualizer familiarization and admin training for up to 7
employees
Total $288,000.00
1.By signing this Product Order Form("Schedule"),issuing a Purchase order referencing this Schedule or otherwise accessing
or using the offering,the Customer's use of the Offering shall be subject to the Master Agreement attached hereto and made
apart hereof as Attachment A. Installation and Support Services shall be provided in accordance with the applicable Services
Datasheets.
2.The Appliance(s)are for use with respect to the Customer's applicable bandwidth throughput,number of connected devices
and connections per minute as set forth in the applicable Product Datasheet.
3.Customer shall have the right to terminate this Schedule for convenience on each anniversary of the Commencement Date
by giving at least fifteen(15)days written notice sent to fineroua@darktrace.com("Opt Out"). If Customer does not exercise
such right to Opt Out,this Schedule will continue for the remainder of the Term and Darktrace shall be entitled to invoice
Customer in accordance with the terms of this Schedule.
4.Fees are exclusive ofany applicable sales tax,goods and services tax,withholding tax or VAT.Fees will be invoiced MONTHLY
in advance from the Commencement Date.Payment terms Net 30.
S.If Customer requires a Purchase Order,it must be sent at the time of acceptance of this Schedule and be for the full contract
value.If it is not received,Darktrace shall be entitled to invoice without it
6.This Schedule may be executed in any number of counterparts and by different parties in separate counterparts. Each
counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same
agreement.Transmission of the executed counterpart of this Schedule by(a)fax or(b)email(in PDF,JPEG or other agreed
format)shall take effect as delivery of an executed original counterpart of this agreement.
7. Notwithstanding anything to the contrary in the Agreement,title to the Appliance shall remain with Darktrace during the
i first 12 month period of the Term. Upon termination for any reason during the first 12 month period of the Term,Customer
shall return the Appliance to Darktrace. Customer is required to(a)clearly designate the Appliance as Darktrace's property;
(b) hold the Appliance on a fiduciary basis as Darktrace's bailee;(c)store and use the Appliance in a proper manner in
conditions which adequately protect and preserve the Appliance; (d) insure the Appliance against all risks to its full
replacement value;and(e)not sell,charge,pledge,mortgage or otherwise dispose of the Appliance or any part of it or permit
any lien to arise over the Appliance(or part thereof)and shall keep the Appliance free from distress,execution and other legal
process.
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DARKTACE
Accepted by Customer: Accepted by D
By: Richard G. Kozal By: 5'eO-� a f.QLk,.j
Title: City Manager Tine: CAD
Date: March 22, 2017 Date:
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DMKTRACE
ATTACHMENT A
MASTER AGREEMENT
This Agreement is hereby made and entered into this �1K day of MUCK 2017,by and between the City of Elgin,
Illinois,a municipal corporation(hereinafter referred to as"City")and Darktrace Limited,a UK corporation(hereinafter referred to as
"Darktrace").
THIS AGREEMENT SHALL APPLYTO ANY QUOTE,ORDER,ORDER ACKNOWLEDGEMENT,AND INVOICE,AND ANY SALE,LICENSE,OR
j DELIVERY OF ANY PRODUCTS OR SERVICES BY DARKTRACE. By selecting the accept option,breaking the seal on the package,or
installing, or otherwise accessing or using the Darktrace Offering (as defined herein), City acknowledges that City has read,
understands,and agrees to be bound by the terms and conditions of this Agreement. Where a reseller,service provider,consultant,
j contractor or other party downloads,installs or otherwise uses the Products on City's behalf,such party will be deemed to be City's
agent and City will be deemed to have accepted all of the terms and conditions of this Agreement as if City had directly downloaded,
installed or used the Products.
If City does not agree with the terms and conditions of this Agreement,City is not authorised to install the Products or otherwise
use the Offering for any purpose whatsoever. If City returns the unused Products and all accompanying items in their original
condition and packaging within twenty-one(21)calendar days of delivery by Darktrace,together with proof of purchase,City shall
receive a full refund of any Fees paid.
Darktrace and City may be collectively referred to as"Parties"and/or individually as"Parry".
The Agreement is comprised of the following documents:
1. This Agreement and its appendices;
2. The Product Order Form(commercial terms schedule)as defined below;
3. Any documents incorporated herein by reference or attachment.
RECITALS
Whereas, Darktrace is the supplier of the Darktrace Product(s) which are more fully described in the applicable quotation'or
ordering document provided by Darktrace or its authorized reseller,as applicable,and accepted by Darktrace,which identifies the
Products and any Services ordered by City from Darktrace or its authorized reseller, as applicable, the term, the quantity,the
applicable fees(if any),together with any other specifications or requirements and any other restrictions(if any)("Product Order
Form").
Whereas,the City is interested in using the Offering for its internal use and Darktrace has agreed to City's use of the Offering on
the terms of this Agreement.
Now therefore,in consideration of the mutual covenants and the payment of Fees described herein,the sufficiency of which is hereby
mutually acknowledged,the Parties agree as follows:
1. DEFINITIONS AND INCORPORATION
The above recitals are hereby incorporated into and made apart of this agreement as if fully recited hereby. The defined terms are
as set forth in Appendix 1 to this Agreement.
z. EVALUATIONS,TECHNICAL PREVIEWS,BETA TESTING AND FREE TOOLS
2.1. If Darktrace permits the City to conduct an evaluation of a commercially available Product(the"Evaluation"),the City may use
the Product free of charge for evaluation purposes only for a maximum of four(4)weeks,or such other duration as specified by
Darktrace in writing at its sole discretion(the"Evaluation Period").If the City does not purchase the Product,the rights to use
the Product will terminate immediately upon expiry of the Evaluation Period.
2.2. If the Evaluation relates to Hardware,all right,title and interest in the Products will remain with Darktrace and the Products must
be returned at the end of the Evaluation Period. City must keep the Products free from liens,shall be responsible for any damage
to such Products during the Evaluation Period(reasonable wear and tear excepted)and shall carry insurance coverage(all risks),
in an amount equal to the full replacement value of such Products. City must promptly return the Hardware to the return location
indicated by Darktrace,securely and properly packaged,with carriage(and insurance at City's option)prepaid upon the expiry of
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the Evaluation Period. Darktrace will work with City to remove any and all of City's data from the Hardware prior to return. If
City wishes to retain the hard disk drives,these will be chargeable at Darktrace's then-current list price. If City fails to return the
Hardware upon expiry of the Evaluation Period,Darktrace may invoice, and City shall pay,for the Offering at list price for the
extension period. DARKTRACE SHALL NOT BE RESPONSIBLE FOR MAINTAINING OR PROTECTING ANY CONFIGURATION SETTINGS
OR DATA FOUND ON THE RETURNED HARDWARE OR COMPONENT PART OF THE HARDWARE AND IT IS CITY'S SOLE
RESPONSIBILITY TO DELETE ANY SUCH INFORMATION PRIOR TO RETURN.
2.3. If Darktrace provides City with a Product for technical preview or beta testing purposes(a"Preview Product"),City may use the
Preview Product for evaluation purposes,in a non-production test environment only,for the period specified by Darktrace(the
'Test Period").City shall test the Preview Product in accordance with any conditions specified in the readme file for the software
and/or any accompanying Documentation and shall gather and report test data, feedback, comments and suggestions to
Darktrace. The City's right to use the Preview Product shall terminate upon expiry of the Test Period.Darktrace does not warrant
that it will release a commercial version of the Preview Product,or that a commercial version will contain the same or similar
features as the Preview Product.
2.4. Clause 9 and Clause 12 shall not apply to Evaluation Products and Preview Products. EVALUATION PRODUCTS AND PREVIEW
PRODUCTS ARE PROVIDED"AS IS"AND,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,(i)DARKTRACE MAKES NO
WARRANTIES,CONDITIONS,REPRESENTATIONS OR UNDERTAKINGS OF ANY KIND,WHETHER EXPRESS,IMPLIED,STATUTORY OR
OTHERWISE WITH RELATION TO SUCH PRODUCTS,(ii)IN NO EVENTSHALL DARKTRACE BE LIABLETO CITY ORTO THOSE CLAIMING
THROUGH CITY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND
INCLUDING,BUT NOT LIMITEDTO,LOSS OF PROFITS,LOSS OF CONTRACTS,BUSINESS INTERRUPTIONS,LOSS OF OR CORRUPTION
OF INFORMATION OR DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT(INCLUDING WITHOUT
LIMITATION NEGLIGENCE),EVEN IF DARKTRACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2.5. IF ANY LIMITATION,EXCLUSION,DISCLAIMER OR OTHER PROVISION CONTAINED IN CLAUSE 2.4 ABOVE IS HELD TO BE INVALID
FOR ANY REASON BYA COURTOF COMPETENTIURISDICTION AND DARKTRACE BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE
THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED TEN
THOUSAND POUNDS STERLING(£10,000).
3. OFFERING;ORDER PROCESS
3.L Subject to these terms and conditions,Darktrace agrees to provide to the City and City agrees to be provided by Darktrace:(i)
j the number and type of Products;(ii)the Support Services;and(iii)the Professional Services,if any,as set out in a Product Order
Form. All Product Order Forms must be in writing and reference this Agreement to be valid. All Product Order Forms shall be
governed by this Agreement and any different or additional terms presented with or in any communication,including but not
limited to,the City's purchase order,are deemed null and void and of no effect unless the additional terms are agreed upon by
the Parties in writing prior to acceptance of that Product Order Form.
3.2. Darktrace acknowledges and agrees that the Offering is provided for the benefit of Affiliates of city from time to time.
Accordingly,such City Affiliates shall be entitled to utilise the Offering in the same way as City under the terms of this Agreement.
To the extent that any such City Affiliate utilises the Offering in accordance with this Clause 3.2,City(acting as agent and trustee
of the relevant Qty Affiliate)shall be entitled to enforce any term of this Agreement and recover all losses suffered by such City
Affiliate pursuant to this Agreement as though City had suffered such loss itself,provided that in no event may City recover twice
in respect of the same loss.
4. HARDWARE
4.1. Hardware Products.Subject to Clause 2.2,Darktrace shall sell to the City,and City shall purchase from Darktrace,the Hardware
element of the Products,subject to,and in accordance with,the terms of this Agreement. Unless otherwise agreed in a Product
Order Form,the cost of the Hardware Is included in the Fees. With respect to Software delivered on Hardware,City shall be
granted a license to the Software pursuant to Clause 5 below to use the Software solely in conjunction with such Hardware(and
not separately or apart from the Hardware)and in accordance with the applicable Documentation. City acknowledges that,with
respect to Software which is delivered on Hardware,the Hardware is provided hereunder solely as the medium for delivery and
operation of the Software and,unless otherwise agreed by the Parties in writing,Darktrace at its option may provide Hardware
that is either new or refurbished. Where the Hardware is refurbished,Darktrace warrants that the Hardware shall perform as
if it were new. City acknowledges and agrees that City owns only the Hardware(or media,if applicable)on which the Software
is installed and that Darktrace licenses,and does not sell,any Software and nothing in this Clause 4 will operate to transfer or
assign ownership of the Software or any of Darktrace's other Intellectual Property Rights(or those of its licensors)to City. If
City sells,leases,lends,rents,distributes or otherwise transfers any Hardware to any third party,or if Darktrace terminates this
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Agreement,then City will erase all Software from such Hardware.
4.2. Delivery. Darktrace will use commercially reasonable efforts to ship the Products on the agreed delivery dates(in partial or full
shipments);provided,however,that Darktrace shall in no event be liable for any delay in delivery or for failure to give notice of
i delay. Without liability to any person and without prejudice to any other remedy,Darktrace may withhold or delay shipment
of any Order if City is late in payment or is otherwise in default under this Agreement. Darktrace will deliver the Hardware FCA
(Incoterms 2010)to the agreed City sites. In the absence of specific shipping instructions from City,Darktrace will ship by the
method it deems most advantageous. Unless otherwise agreed, Darktrace shall pay and be exclusively liable for all costs
associated with shipping and delivery including without limitation,freight, shipping, customs charges and expenses, cost of
special packaging or handling and insurance premiums incurred by Darktrace in connection with the shipment of Products to
City. Darktrace will identify itself in all documents related to the shipment of Products as the exporter of record from the United
Kingdom,and the City(or its agent,as applicable)as the importer of record into the country of delivery. Darktrace must provide
the City with reasonable assistance and support(including technical advice and information)to this end. Title and (without
prejudice to Darktrace's obligations in respect of installation Services and Support Services) risk in the Hardware will pass to
City upon delivery. Acknowledgement of receipt of the Hardware by City will not prevent City from subsequently rejecting the
Hardware if it is discovered that the Hardware does not meet the specification set out in the Documentation or other
requirements of this Agreement,or if a fault or problem is discovered with any of the Hardware,after City has received the
Hardware,in a manner preventing or impairing City's receipt of the Services(each,a"Hardware Defect").Any Hardware Defect
will be addressed by Darktrace during installation and/or through the Support Services by replacement, repair or refund, as
applicable. City must provide written notice to Darktrace or its authorized reseller within five(5)business days of delivery of
the Products of any non-conformity with the applicable Datasheet.
S. LICENCE GRANT FOR THE SOFTWARE AND RESTRICTIONS
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5.1. License Grant for Software. In consideration of the Fees paid by the City to Darktrace,and subject to the terms and conditions
of this Agreement and the Product Order Form,Darktrace grants to City a non-exclusive,non-transferable,non-sub licensable,
license for the Term to:(i)install and use the Products in City's Site or an Outsource Provider's Site(s)referenced in the Product
Order Form for City's or its Affiliate's internal business purpose(provided that neither City nor its Affiliates may use the Products
! or the Services as a commercial product or for the benefit of an unaffiliated third parry),relating specifically to the integrity of
City's information technology and any other restrictions identified in a Product Order Form;(ii)use the Documentation to support
ithe use of the Services;(iii)make a commercially reasonable number of copies of the Documentation;provided,however,that
City reproduces and includes all of Darktrace's and its suppliers'copyright notices and proprietary legends on each such copy;
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and (iv) use Reports, and reproduce and distribute those Reports, internally solely for City's or its Affiliate's own business
purposes.
5.2. Licence Restrictions.All Software is licensed,not sold.The restrictions in this Agreement represent conditions of the City's license.
In addition to the Product Specific Terms,City specifically agrees not to:(i)sub-license,rent,sell,lease,distribute or otherwise
transfer the Software or any part thereof or use the Offering,or allow the Offering to be used,for timesharing or service bureau
purposes or otherwise use or allow others to use for the benefit of any third parry(other than Affiliates of the City);(ii)attempt
to reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying ideas or algorithms of the
Software and/or Third Party Software(other than the GPL Software)or any portion thereof,except as required to be permitted
by applicable law;(iii)modify,port,translate,localize or create derivative works of the Software,the Third Party Software,the
Documentation and/or Reports;(iv)use the Offering:(a)in violation of any law,statute,ordinance or regulation applicable to the
City(including but not limited to the laws and regulations governing publicity or privacy,export/import control,federal,state
and local laws and regulations governing the use of network scanners and related software in all jurisdictions in which systems
are scanned or scanning is controlled,and/or anti-discrimination,in each case that are applicable to the City);or(b)negligently
or intentionally or willfully propagate any virus,worms,Trojan horses or other programming routine intended to damage any
system or data;(v)transmit or provide access to the Offering save as provided in this Agreement; (vi) remove or modify any
acknowledgements,credits or legal notices contained on the Offering or any part thereof;(vii)install and/or run on the Hardware
any software applications other than the Software and Third Party Software installed by Darktrace on such Hardware;(viii)collect
any information from or through the Offering using any automated means(other than Darktrace approved APIs), including
without limitation any script,spider,"screen scraping,"or"database scraping"application or gain or attempt to gain unpermitted
access by any means to any Darktrace computer system,network,or database;and/or(ix)file copyright or patent applications
that include the Offering or any portion thereof. Prior to the disposal of any media or Hardware containing the Software, City
shall permanently erase the Software contained therein.
5.3. Outsource Provider.In the event that the City as contracted or does contract with an third a
ty y party service provider(s)(such as
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an outsourcer,hosting or collocation service provider or other information technology service provider)for the performance of
information technology functions(each,an"Outsource Provider"),the City may permit such Outsource Providers to exercise all
or any portion of the rights granted in Clause 5.1 above solely on City's or its Affiliates'behalf,provided that(i)the Outsource
Provider shall only use and/or operate the Offering for the City's use subject to terms and conditions that are consistent with
the rights and limitations set forth in this Agreement; and (ii) City shall remain liable for the acts and omissions of the
!, Outsource Provider under this Agreement
5.4. Third Party Software/Open Source Software.The City acknowledges that the Software may contain or be accompanied by
certain third party hardware and software products or components('Third Party Products")including Open Source Software.
Open Source Software is copyrighted and licensed under the GPL/LGPL and other OSS licenses.Copies of,or references to,those
licenses may be set forth in a Product Order Form,the Third Party Product packaging and/or in a text file,installation file or
folder accompanying the Software. If delivery of source code is required by the applicable license,City may obtain the complete
corresponding Open Source Software source code for a period of three years after Darktrace's last shipment of the Software,
by sending a request to:Legal Department-Open Source Software Request,Darktrace Limited,First Floor,The West Wing,The
Platinum Building,St Johns Innovation Park,Cowley Road,Cambridge,CB40DS,United Kingdom.
6. SERVICES.
6.1. Installation.Darktrace shall conduct its standard installation and test procedures in accordance with the applicable datasheet,
to confirm completion of the installation of the Products on the City's or it's Outsource Provider's Site("Installation Services").
6.2. Support Services.If Support Services are included as part of the Offering as agreed in a Product Order Form,Darktrace's support
services will be described in the applicable datasheet,which covers the description of Darktrace's Support Services offering,
eligibility requirements,service limitations and City responsibilities ("Support Services"). For the duration of any period as
agreed by the Par-des in a Product Order Form (if any), Darktrace cyber analysts work with the City's nominated security
personnel in operating the Darktrace Threat Visualizer,and provide periodic Reports,if applicable.
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6.3. Call Home. Darktrace's"Call Home"feature is critical for certain Services,including Support Services. Darktrace will limit its
access solely to the extent relevant to Darktrace's provision of the Services,and such remote access shall be subject to City's
applicable policies and procedures provided to Darktrace in writing in advance. The Call-Home connection remains within City's
complete control and is initiated by the on-site Products. It can be initiated,terminated and audited at any time by the City.
j 6.4. Professional Services.Darktrace will deliver any ordered Services as described in the applicable Product Order Form. Darktrace's
ability to deliver Services will depend on City's reasonable and timely cooperation and the accuracy and completeness of any
information from City needed to deliver the Services. The acceptance process(if any)will be described in the applicable Product
Order Form,will apply only to the deliverables provided in connection with the specific Professional Services as described in the
Product Order Form subject to the acceptance process,and shall not apply to other products or services to be provided by
Darktrace.
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6.5. DISCLAIMER. FOR THE AVOIDANCE OF DOUBT,UNLESS EXPRESSLY AGREED,THE SERVICES DO NOT INCLUDE THE MONITORING,
INTERPRETATION AND/OR CORRECTIVE ACTION WITH RESPECT TO ANY ALERTS GENERATED BY THE OFFERING. NO ADVICE,
REPORT,OR INFORMATION,WHETHER ORAL OR WRITTEN,OBTAINED BY CITY FROM DARKTRACE OR THROUGH OR FROM THE
SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CITY UNDERSTANDS THAT:(A)ANY
OUTCOME OF THE SERVICES INVOLVING SECURITY ASSESSMENT IS LIMITED TO A POINT-IN-TIME EXAMINATION OF CITY
SECURITY STATUS,AND;(B)THE SERVICES DO NOT CONSTITUTE ANY FORM OF REPRESENTATION,WARRANTY OR GUARANTEE
THAT CITY'S SYSTEMS ARE SECURE FROM EVERY FORM OF ATTACK,EVEN IF FULLY IMPLEMENTED. THE CITY UNDERSTANDS
AND ACKNOWLEDGES THAT ALL ANOMALIES/INTRUSIONS MAY NOT BE REPORTED AND OR PREVENTED.
7. FEES,PAYMENT AND TAXES.
7.1. Fees. Fees will be as quoted in writing by Darktrace,or its authorized reseller,in the Product Order Form. No refunds will be
made except as provided in Clause 9"Warranties"and Clause 10.3"Intellectual Property Rights Infringement'set forth herein.
Fees are exclusive of sales and use taxes assessed by a taxing authority in the jurisdiction in which City is physically located and
takes delivery of the Products or Services,and is exclusive of duties and shipping and handling fees,unless otherwise agreed,
which will be the responsibility of the City. Should City be required under any law or regulation of any governmental entity or
authority outside of the United Kingdom,to withhold or deduct any portion of the payments due to Darktrace,then City shall
increase the sum payable to Darktrace by the amount necessary to yield to Darktrace an amount equal to the sum it would have
received had no withholdings or deductions been made. For any Professional Services ordered by the City,Darktrace will be
entitled to charge separately for reasonable out-of-pocket expenses,such as travel expenses incurred in providing such Services
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and hardware replacement costs not provided under the Support Services.
7.2. Invoices and Payment.The City will be invoiced the Fees from the commencement date set out in the Product Order Form or if
not expressly stated in a Product Order Form, Fees will be invoiced on the date of delivery of the first Product (the
"Commencement Date"). Any other charges(including,without limitation,Services fees and out of pocket expenses)will be
invoiced monthly in arrears. Invoicing will occurvia email. Unless otherwise agreed in a Product Order Form,City agrees to pay
all undisputed amounts within 30 days of City's receipt of the applicable invoice by direct bank/wire transfer in accordance
with the instructions on the invoice,and any bank charges assessed on City by City's bank. FOR THE AVOIDANCE OF DOUBT,
UNLESS PAYMENTS ARE MADE BY WIRE TRANSFER,THEY MUST BE MADE ANNUALLY IN ADVANCE. Darktrace may suspend or
cancel performance of open orders or Services if City fails to make payments when due,reserving all other rights and remedies
as may be provided by law.Darktrace may impose late charges on overdue payments at a rate equal to six percent(6%)per
annum calculated from the date payment was due until the date payment is made.
7.3. Lapsed Fees. If,during the Term,Customer has lapsed in the payment of Fees due hereunder,then prior to recommencement
of the Services by Darktrace,Customer will be responsible for paying all fees associated with the Offering from the date that
such Service was stopped through to the then-current date.
8. INTELLECTUAL PROPERTY;OWNERSHIP
8.1. Intellectual Property. Except as expressly set forth herein,this Agreement does not grant either Party any rights,implied or
otherwise,to the other's Intellectual Property. Darktrace and/or its suppliers retain all right,title and interest to the Offering
and related Documentation and reserve all right,title,and interest in and to the Offering(excluding any Third Party Software),
and the Documentation, and all copies thereof including all enhancements, error correction, new releases, updates,
derivations,and modifications thereto including,but not limited to,ownership of all Intellectual Property rights,not expressly
granted to City(collectively,"Darktrace Intellectual Property").City agrees to inform Darktrace promptly of any infringement
or other improper action with respect to the Dark-trace Intellectual Property that comes to City's attention.
9. WARRANTIES
9.1. Hardware Warranty.Darktrace warrants to City that during the three(3)year period following the delivery of the Products,
the Hardware shall perform in accordance with the applicable Documentation.
9.2. Software Warranty.Darktrace warrants to City that during a period of ninety(90)days from the delivery of the Products,the
Software will perform materially in accordance with the applicable Documentation.
9.3. Services Warranty.Darktrace warrants to the City that all Services will be performed with all reasonable care,skill and diligence
in accordance with generally recognized commercial practices and standards.
9.4. Exceptions. The warranties contained in Clause 9.1 "Hardware Warranty" and Clause 9.2 "Software Warranty" of this
Agreement shall not apply if:(i) City's use of the Offering is not in accordance with this Agreement; (ii) City fails to follow
Darktrace's environmental,installation,operation or maintenance instructions or procedures in the Documentation;(iii)such
Products has been subject to City(or its agent's)abuse,negligence,improper storage,servicing or operation of the Products(s)
(including without limitation use with incompatible equipment), reasonable wear and tear excepted;(iv)the Products have
been modified,repaired or improperly installed other than by Darktrace or any contractor or subcontractor of Darktrace;(v)
City(or its agent)has failed to implement,or to allow Darktrace or its agents to implement,any corrections or modifications
to the Products made available to City by Darktrace;or(vi)City(or its agent)has combined the Products with other software,
services,or products that are not provided,by Darktrace or not otherwise specified in the Documentation,,and,but for such
combination,the breach of warranty would have been avoided.
9.5. Remedies. If during the applicable warranty period contained in Clause 9.1 "Hardware Warranty"or Clause 9.2 "Software
Warranty": (i) Darktrace is notified promptly in writing upon discovery of an error in an Products, including a detailed
description of such alleged error;and(ii)the Darktrace inspections and tests determine that the Products contains errors and
has not been subjected to any of the conditions set forth in Clause 9.3,then, as Darktrace's entire liability and City's sole
remedy for such breach of warranty, Darktrace shall(at Darktrace's option and sole expense) correct, repair or replace the
Products,within a reasonable time or provide or authorize a refund of the Fees paid for the Offering following the return of
the Products to Darktrace and the Agreement will terminate.Any items provided as replacement under the terms of this
warranty will be warranted for the remainder of the original warranty period. Darktrace will pay for,and will bear all risk of
loss of or damage to,the return shipment of the product to Darktrace and the shipment of repaired or replaced products to
City. City agrees to provide prompt notice of any failure under Clause 9.3"Services Warranty"and Darktrace will re-perform
any service that fails to meet the warranted standard.
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9.6. DISCLAIMER.EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT,NEITHER DARKTRACE NOR ANY OF ITS
1 THIRD-PARTY LICENSORS AND SUPPLIERS MAKE ANY WARRANTIES,CONDITIONS,UNDERTAKINGS OR REPRESENTATIONS OF
ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO ANY SUBJECT MATTER OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF
PERFORMANCE, DEALING, USAGE OR TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES,SO THE ABOVE EXCLUSION MAY NOT APPLY TO A PARTY AND SUCH PARTY MAY HAVE OTHER LEGAL RIGHTS
THAT VARY FROM STATE TO STATE OR BY JURISDICTIONS. DARKTRACE DOES NOT WARRANT THAT THE OPERATION OF THE
OFFERING WILL BE ERROR-FREE OR UNINTERRUPTED.
10. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT INDEMNITY.
10.1. Darktrace Indemnity. Darktrace will indemnify and defend City, City's Affiliates, and their respective officers, directors,
employees,agents and representatives(and any successors and assigns of the foregoing)(collectively,the"City Indemnitees")
against all liabilities,damages,and costs(including settlement costs and reasonable attorneys'fees)arising out of a third party
claim that the Software provided or made available by Darktrace under this Agreement(or any portion thereof),or its receipt,
possession or use by any City Indemnitee,infringes a European or U.S.patent or any copyright,or misappropriates any third
party trade secrets.The indemnification obligations of Darktrace shall be subject to the City:(i)notifying Darktrace in writing
within twenty(20)days of receiving written notice of any threat or claim of such action;(ii)giving Darktrace exclusive control
and authority over the defense or settlement of such action(provided that:(A)any settlement does not entail an admission
of fault or guilt by any Customer Indemnitee;and(B)the settlement includes,as an unconditional term,the claimant's or the
plaintiffs release of the Customer Indemnitees from all liability in respect of the claim);(ii)not entering into any settlement
or compromise of any such action without Darktrace's prior written consent; and (iii) providing reasonable assistance
requested by Darktrace at Darktrace's expense; And (Iv) City shall provide reasonable assistance as may be requested by
Darktrace at Darktrace's expense.The City may join in the defense with its own counsel at its own expense.The City shall be
obliged to mitigate its losses insofar as is reasonable in the circumstances.
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10.2. Exclusions.The obligations set forth in Clause 10.1 do not apply to the extent that a third parry claim is caused by,or results
from:(a)City's combination or use of the Software that is the subject of the claim with other software,services,or products
that are not provided by Darktrace,if the claim would have been avoided by the non-combined or independent use of the
Software that is the subject of the claim;(b)modification of the Software that is the subject of the claim by anyone other than
Darktrace or any contractor or subcontractor of Darktrace, if the third party claim would have been avoided by use of the
unmodified Offering or other intellectual property that is the subject of the claim; (c) City's continued allegedly infringing
activity after being notified thereof and being provided with modifications that would have avoided the alleged infringement
j (which Darktrace shall use commercially reasonable efforts to have substantially preserve the utility and functionality of the
Offering or other intellectual property that is the subject of the claim);(d)City's use of the Software that is the subject of the
claim in a manner not in accordance with this Agreement or the Documentation; or(e) use of other than Darktrace's most
current release of the Software that is the subject of the claim if the third party claim would have been avoided by use of the
most current release or revision release or revision.
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10.3. Remedies.If Darktrace reasonably believes the Software infringes a third party's Intellectual Property Rights,then Darktrace
will,at no additional cost to the City:(a)procure for City the right to continue to use the Software;(b)replace the Software;
or(c)modify the Software to avoid the alleged infringement.If none of the options in the previous sentence are commercially
reasonable,Darktrace may terminate the license for the allegedly infringing Software and refund a pro rata refund of the Fees
jpaid by City through the date a third parry claim occurs for the allegedly infringing Software, per Clause whereupon this
Agreement shall automatically terminate.
10.4.THIS CLAUSE 10 IS A COMPLETE STATEMENT OF THE CITY'S REMEDIES FOR THIRD PARTY CLAIMS FOR INFRINGEMENT AS
DESCRIBED IN CLAUSE 10.1.
11. CITY DATA,CITY UNDERTAKINGS AND INDEMNITY.
11.1.City Data;License Grant. City shall own all right,title and interest in and to the City Data and,for the avoidance of doubt,to
the extent such City Data is included in a Report,actual content of the Report. For any City Data stored by the Software,to
the extent required to provide the Services,City grants to Darktrace a limited,and non-exclusive license to access and use the
City Data only to the extent necessary for Darktrace to perform the Services. In the event that Darktrace needs to access the
City Data to provide Reports,respond to any technical problems,queries,or requests from City,City shall ensure that(subject
to Darktrace's compliance with the confidentiality, data protections and other requirements in this Agreement), that it is
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permitted to do so in accordance with applicable laws, regulations and international accords,treaties, or accords including,
without limitation,applicable Data Privacy Laws. City is solely responsible for its use of the Offering and the activities of its
users and for the accuracy,integrity, legality, reliability, and appropriateness of all City Data. For the avoidance of doubt,
Darktrace and its Affiliates do not provide backup services for City Data,and Darktrace and its Affiliates may,without notice,
delete any of City Data that may remain in its/their possession or control. For the avoidance of doubt,Darktrace may utilize
the details of any cyber-related threats occurring in City's network to develop the Offering,provided that Darktrace ensures
j that any City Confidential Information is removed and Darktrace's use of such information does not in any way identify City or
j its users as the source.
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11.2. City Security Obligations.In using the Offering or authorizing its Outsource Provider and third parties to use it on City's behalf,
City(and not Darktrace)shall be responsible for establishing,monitoring,and implementing security practices to control the
j physical access to and use of the Offering and all City Data therein(including Regulated Data)in accordance with City's own
security policies and procedures.
11.3. DATA DISCLAIMER: INDEMNITY.CITY EXPRESSLY RECOGNIZES THAT DARKTRACE DOES NOT CREATE OR ENDORSE ANY CITY
DATA PROCESSED BY OR USED IN CONJUNCTION WITH THE OFFERING PROVIDED HEREUNDER. CITY FURTHER
ACKNOWLEDGES AND UNDERTAKES THAT IT SHALL BE SOLELY RESPONSIBLE FOR BACK-UP OF ALL CITY DATA. City shall,at
City's own expense,indemnify, and hold Darktrace, its Affiliates,and their respective officers,directors,employees, agents
and representatives ("Darktrace Indemnitees") harmless from and against all liabilities, damages, and costs (including
settlement costs and excluding attorneys' fees) incurred by reason of Darktrace's strict compliance with the express
instructions of City with respect to the ownership, custody, processing or disposition of the City Data by Darktrace, as
applicable.
12. LIMITATION OF LIABILITY.
12.1. LIMITATION OF LIABILITY.SUBJECT TO THE SUB-CLAUSES OF THIS CLAUSE 12, EACH PARTY'S MAXIMUM LIABILITY TO THE
OTHER PARTY FOR ANY AND ALL LOSS AND/OR DAMAGE (IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF
STATUTORY DUTY,OR OTHERWISE) FOR ANY REASON ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL
NOT EXCEED,IN THE AGGREGATE,THE TOTAL AMOUNT OF ALL FEES PAID OR PAYABLE TO DARKTRACE FOR THE APPLICABLE
ORDER DURING THE THEN APPLICABLE TERM. EXCEPT THAT IN RESPECT SUBJECT ALWAYS TO CLAUSES 10.2 TO 10.4,
DARKTRACE'S OBLIGATIONS TO INDEMNIFY CUSTOMER IN CLAUSE 10.1; SUCH LIABILITY SHALL NOT EXCEED, IN THE
AGGREGATE,THE GREATER OF(1)THREETIMES(3X)TOTAL FEES PAID OR PAYABLE TO DARKTRACE FOR THE OFFERING DURING
THE THEN-APPLICABLE TERM OR(11)THREE HUNDRED AND TWENTY FIVE THOUSAND US DOLLARS($325,000).
12.2. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,NEITHER PARTY SHALL
BE LIABLE TO THE OTHER IN TORT(INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF STATUTORY DUTY OR
j OTHERWISE DUE TO,UNDER AND/OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IF AND TO THE EXTENT
THAT THE LOSS OR DAMAGE IN RESPECT OF WHICH SUCH LIABILITY ARISES OR IS CLAIMED TO ARISE FALLS WITHIN ANY OF
THE FOLLOWING CATEGORIES:LOSS OF PROFITS;LOSS OF REVENUE OR BUSINESS;LOSS OF GOODWILL OR REPUTATION;LOSS
OF OR CORRUPTION OR DAMAGE TO DATA;LOSS OF MANAGEMENT TIME,OR OTHER COMMERCIAL DAMAGES OR LOSSES,
WHETHER OR NOT SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS,CORRUPTION OR DAMAGE.
12.3. Exclusions from Limitation of Liability.Nothing will exclude or limit either Party's liability for death or personal injury arising
from that Party's willful misconduct or negligence,liability arising from a Party's fraudulent misrepresentation,violations of a
Party's Intellectual Property Rights,or for any other matter in respect of which liability cannot lawfully be limited or excluded.
13. TERM;TERMINATION.
13.1. License Term.This Agreement shall remain In force until: (i)expiry of the Evaluation Period in accordance with Clause 3.1
above(if applicable),or(ii)the end of the Term specified in a Product Order Form,or(iii)upon renewal of the Term,the expiry
date of City's renewed Term as set out in a subsequent executed Product Order Form,or(iv)terminated in accordance with
Clause 13 of this Agreement('?erm").
13.2. Expiration of the Term.Notwithstanding any provision of this Clause 13,City's right to use,and City's access to,the Software
will automatically terminate on expiry of the Term unless and until City renews its license for the Software.
13.3.Termination for Breach.Either Party may terminate this Agreement if:(i)the other Party is in material breach of the Agreement
and fails to cure that breach within 30 days after receipt of written notice;or(ii)the other Party ceases its business operations
or becomes subject to insolvency proceedings and the proceedings are not dismissed within 30 days.
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13.4.Termination or Susoension by Darktrace.Without prejudice to any other right or remedy available to Darktrace:
13.4.1. In addition to a termination under Clause 13.1, Darktrace may terminate and/or suspend City's license grant and/or
suspend,terminate or limit any of City's use of the Offering without liability if a court or other governmental authority
having jurisdiction issues an order prohibiting Darktrace from furnishing the Offering to City.City's obligation to pay
Fees during any period of suspension under this Clause 13.4.1 shall also be suspended.
13.4.2. Additionally, Darktrace may terminate and/or suspend City's license grant and/or suspend,terminate or limit any of
City's use of the Offering without liability if Darktrace provides City with written notice that it has a reasonable suspicion
that the City is using the Offering:(1)In breach of Clause 5.2,"License Grant and Restrictions"or Clause 5.3,"Outsource
Provider";or(ii)in a manner that is otherwise unlawful,and City does not cure the condition identified in such notice
within five(5)business days.
13.4.3. In the event the Offering is suspended pursuant to this Clause13.4,Darktrace shall inform City of the reasons for the
suspension and shall work with City to resolve such issues and re-instate the Offering.
13.5. Effect of Termination.Upon termination in accordance with the above,and in addition to Clause 2.2:(i)the Term and all other
rights and licenses granted by one Party to the other,or any services provided by Darktrace to City,will cease immediately;
(ii) upon request, each Party will promptly return or destroy all Confidential Information (including Software) of the other
Party; provided, however, that such Party shall not be obligated to return or destroy such Confidential Information that is
stored on its automated backup systems until the same would be destroyed according to such Party's normal document
retention schedule or such information that must be retained for compliance with applicable laws,rules or regulations until
the obligation to retain such information has lapsed;provided further that all information so retained shall be subject to the
provisions of Clause 15(Confidentiality,Data Security)until the same is returned or destroyed;(iii)all undisputed Fees owing
by a Parry to the other Party at the date on which termination takes effect will become due and payable;and(iv)City must
immediately permanently destroy media containing the Software and Darktrace shall be allowed, after providing City
reasonable advance written notice, limited entry to the City's site as necessary to access the Products(or allowed remote
access to the Products), to remove or disable the Software, subject to City's applicable policies and procedures. If the
Agreement terminates,all Product Order Forms will co-terminate.
13.6. Survival.The following provisions shall survive any termination of this Agreement:Clause 2"Evaluations,Technical Previews,
Beta Testing and Free Tools"; Clause 5 "License Grant For the Software & Restrictions"; Clause 8 "Intellectual Property;
Ownership";Clause 9.6"Disclaimer of Warranties";Clause 10"Intellectual Property Rights Infringement Indemnity"; Clause
11.3Errorl Reference source not found."Data Disclaimer Indemnity";Clause 12"Limitation of Liability";Clause 13.5"Effect
of Termination";Clause 13.6"Survival";Clause 14"Confidentiality;Data Security";Clause 15"General Provisions.
14. CONFIDENTIALITY,DATA SECURITY.
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14.1. Information exchanged under this Agreement will be treated as confidential if identified as such at disclosure or if the subject
matter or circumstances of disclosure would reasonably indicate such treatment and shall include,without limitation,the City
Data and Regulated Data("Confidential Information"). Confidential Information may only be used for the purpose of fulfilling
j obligations or exercising rights under this Agreement,and shared with employees,agents or contractors with a need to know
such information to support that purpose.The Parties will procure that any of its employees,agents or contractors to whom
Confidential Information is disclosed are bound by contractual obligations equivalent to those in this Clause 14.1. Confidential
information will be protected using a reasonable degree of care to prevent unauthorized use or disclosure for five(5)years
from the date of receipt or(if longer)for such period as the information remains confidential.These obligations do not cover
i information that:(i)was known or becomes known to the receiving Party without obligation of confidentiality,provided that
(A)such recipient has no knowledge that such information is subject to a confidentiality agreement and(B)such information
is not of a type or character that a reasonable person would have regarded it as confidential;(ii)is independently developed
by the receiving without violating the disclosing Parry's rights; (iii) is or becomes publicly known (other than through
unauthorized disclosure by or through a Party);(lv)Is disclosed by the owner of such information to a third party free of any
obligation of confidentiality;or(v)where disclosure is required by law or a governmental agency.Additionally,without limiting
City's obligation to maintain the confidentiality of Darktrace's Intellectual Property,these obligations do not require City to
i treat as confidential information a Report or any other information specifically about City's Data or City network systems,
including any threats thereto or analysis thereof.
14.2.The Parties acknowledge that the Offering may be used to process information regulated by applicable privacy or data
protection laws.Solely to the extent relevant to Darktrace's provision of Services,Darktrace shall act only on the instructions
of City in processing any Regulated Data as a data processor. City hereby Instructs Darktrace to take such steps in the
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processing of Regulated Data as are reasonably necessary to the performance of Darktrace's obligations under this Agreement,
and agrees that such instructions constitute its full and complete instructions as to the means by which Regulated Data shall
be processed by Darktrace. Each Parry agrees that it shall comply with the Data Privacy Laws in exercising its rights and
performing its obligations under this Agreement. Specifically,Darktrace agrees that it shall:
14.2.1. not use Regulated Data save for the purposes of delivering the Offering and Services as instructed by this Agreement;
14.2.2. implement and maintain appropriate administrative,physical,technical and organizational measures to protect any
Regulated Data accessed or processed by it against unauthorized or unlawful processing or accidental loss,
destruction,damage or disclosure which are at least equal to the most stringent of the following:(a)those set out in
Darktrace's Information Security Standards,and(b)any higher standard required by law or regulation applicable to
Darktrace;
i14.2.3. take reasonable steps to ensure the reliability of its agents and employees who have access to any Regulated Data;
14.2.4. procure that any of its subcontractors who process Regulated Data are bound by contractual obligations equivalent
to those in this Clause 14;
14.2.5. upon termination of this Agreement, securely and permanently erase or destroy, in each case in accordance with
then-current industry standards that are generally accepted by well-managed operations performing similar services,
any Regulated Data stored by Darktrace(if any);
14.2.6. document disclosures to third parties of Regulated Data and information related to such disclosures as would be
required for City to respond to a request by an individual for an accounting of disclosures of their Regulated Data;
14.2.7. provide reasonable support to City in complying with any legally mandated request for access to or correction of any
Regulated Data by any individual,or access or demand made by any court or governmental authority responsible for
enforcing privacy or data protection laws,and where such request or demand is submitted to Darktrace,promptly
notify the City of it;and
14.2.8. in the event that Darktrace suffers a breach of security (which for the avoidance of doubt shall include, without
limitation,any breach of Darktrace's obligations under this Clause 14.2 and/or any loss,destruction,damage of,or
compromise to,any City Data in Darktrace's possession or control),inform the City immediately upon learning of the
same and reasonably cooperate with the City in respect of the measures that should be taken in response.
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14.3. To the extent there are changes to the Data Privacy Laws which materially affect the costs or risk profile of a Party,the
Parties will meet in good faith to discuss any changes to this Agreement.
15. GENERAL PROVISIONS.
15.1. Entire Agreement:Integration.
15.1.1.This Agreement,the appendices and any documents referenced herein,represent the entire agreement between the
Parties on the subject matter hereof and supersedes all prior discussions,agreements and understandings of every
kind and nature between the Parties and excludes, without limitation, any terms appearing on a purchase order,
invoice or other City paperwork or any other terms(in each case whether by way of conduct or otherwise). No
modification of this Agreement shall be effective unless in writing and signed by both Parties. Each of the Parties
acknowledges and agrees that, in connection with the Agreement, it has not been induced to enter into the
Agreement in reliance upon,and does not have any remedy in respect of,any representation or other promise of any
nature other than as expressly set out in this Agreement.Each Party signing this Agreement acknowledges that it has
had the opportunity to review this Agreement with legal counsel of its choice,and there will be no presumption that
ambiguities will be construed or interpreted against the drafter.
15.1.2. Unless otherwise specifically agreed to in a writing signed by each of the Parties, if there is any conflict or
inconsistency between this Agreement,an appendix hereto,any Product Order Form issued hereunder,and or any
document incorporated by reference,the order of precedence of the documents(highest to lowest)is the Product
Order Form,this Agreement,any appendix hereto and the documents incorporated by reference.
j 15.2. Severability. The illegality or unenforceability of any provision of this Agreement shall not affect the validity and
enforceability of any legal and enforceable provisions hereof.
15.3. Force Maieure.Neither Party shall be liable for any failure or delay in performing services or any other obligation under this
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Agreement,nor for any damages suffered by the other or an City by reason of such failure or delay,which is,indirectly or
directly,caused by an event beyond such Party's reasonable control,riots,natural catastrophes,terrorist acts, governmental
intervention, refusal of licenses by the government or other government agencies,or other acts of God (each, a "Force
Majeure Event"),and such non-performance,hindrance or delay could not have been avoided by the non-performing Party
through commercially reasonable precautions,and cannot be overcome by the non-performing Party through commercially
reasonable substitute services,alternate sources,workarounds or other means.During the continuation of a Force Majeure
Event,the non-performing Party will use commercially reasonable efforts to overcome the Force Majeure Event,and to the
extent it is able,continue to perform its obligations under the Agreement.
15.4. Notices.Any notice shall be delivered by hand or sent by post or airmail. Any notices required to be given in writing to
Darktrace or any questions concerning this Agreement should be addressed to the General Counsel,Darktrace Limited,First
Floor,The West Wing,The Platinum Building,St Johns Innovation Park,Cowley Road,Cambridge,CB4 ODS,United Kingdom.
15.5. Rights of Third Parties.The provisions of this Agreement concerning restrictions on usage of the Offering and protection of
Intellectual Property Rights are for the benefit of and may be enforced by each of Darktrace and any Darktrace affiliate.
Except for the foregoing sentence,or as otherwise expressly set out in the Agreement,this Agreement does not create any
rights for any person who is not a party to it and no person who is not a party to this Agreement may enforce any of its terms
or rely on any exclusion or limitation contained herein.
15.6. Audi City shall permit Darktrace or an independent certified accountant appointed by Darktrace access,on written notice,
to City's premises and City's books of account and records at any time during normal business hours for the purpose of
inspecting, auditing, verifying or monitoring the manner and performance of City's obligations under this Agreement.
Darktrace shall not be able to exercise this right more than twice in each calendar year.
15.7. Independent Contractors.The Parties are independent contractors.Nothing in this Agreement shall be construed to create
a partnership,joint venture,or agency relationship between the Parties.
15.8. Assignment.This Agreement may not be assigned by either Party without the written consent of the other Party,which shall
not be unreasonably withheld,conditioned or delayed. Notwithstanding the foregoing,consent of the other Party shall not
be required for a transferto an Affiliate of a Party or if a Party undertakes an initial public offering,a sale of all or substantially
all of its shares or assigns all or substantially all of its business and assets to another entity that is not a direct competitor of
the non-assigning Party. Any attempt to assign this Agreement in violation of the foregoing shall be null and void. This
Agreement binds the Parties,their respective participating subsidiaries,affiliates,successors and permitted assigns.
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15.9. Governing Law.This agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution
of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be in Circuit Court
of Kane County,Illinois,without jury. The United Nations Convention on Contracts for the International Sale of Goods shall
not apply.
15.10. Jurisdiction and Process.Darktrace hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois
for the enforcement of any rights,the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant
to this agreement or the subject matter hereof;and Darktrace agrees that service by first class U.S.mail to Darktrace at the
address provided for herein on the applicable order form shall constitute effective service.
15.11. Export Restrictions,The Offering provided under these terms is for City's internal use and not for further commercialization.
The City acknowledges that the Offering may be classified and controlled as encryption items under the United Kingdom's
Export Regulations and other national regulations. Each Party will comply with all applicable laws regarding export-
controlled items,and will not export, re-export or import,directly or indirectly,any export-controlled items,or any direct
product of them,nor undertake any transaction hereunder in violation of any applicable export laws;provided that it shall
be for the disclosing Party's account to provide to the other Party all the necessary information regarding any export
restrictions imposed on such information and identify such data using appropriate restrictive legends.
15.12. Waiver.Each Party agrees that the failure of the other Party at any time to require performance by such Party of any of the
provisions herein shall not operate as a waiver of the rights of such Party to request strict performance of the same or like
provisions,or any other provisions hereof,at a later time.
15.13. Headings.All headings used herein are for convenience of reference only and shall not in any way affect the interpretation
of this Agreement.
15.14. Equitable Remedies.The Parties agree that with respect to a breach by a Party of Clauses 5,8 or 14 monetary damages are
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not an adequate or sufficient remedy for a breach of this Agreement. Therefore, in addition to any applicable monetary
damages,the Disclosing Party shall also be entitled to apply for injunctive relief and other judicial relief to prevent breaches
of the Agreement.
15.15. Counterparts.This agreement may be executed in counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement. For the purposes of executing this agreement,any signed copy of this agreement
transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of
any parry on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an
original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this
agreement shall be considered to have the same binding legal effect as an original document At the request of either party
any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement
shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense.
CITY OF ELGIN DARKTRACE LIMITED
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Richard G. al,City Manager Print Name ` t�
Attes
City Clerk Signature
Title
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Appendix 1-Definitions
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1. DEFINITIONS:
1.1. Defined Terms. Terms defined in this Appendix 1 shall have the meanings given below. Defined terms may be used in the
singular or plural depending on the context.
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"Affiliate"means any corporation or other business entity that directly or indirectly controls, is controlled by or is under
common control with a Party.Control means direct or indirect ownership of or other beneficial interest in fifty percent(50%)
or more of the voting stock,other vesting interest,or income of a corporation or other business entity;
"Alerts"means features of the Software which generates alerts of suspected malicious activity on a City's network;
"Call Home"means the secure and encrypted channel which connects the Products to Darktrace central management;
"Confidential Information"is as defined in Clause 14,"Confidentiality'
Data"means all data and information provided by City to,or accessible by,Darktrace under this Agreement in connection
with the performance of the Services(which,for the avoidance of doubt,may include information about network traffic on
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City's network(metrics),log/metadata collection,as well as the raw packet capture data from City's network);
"Data Privacy Laws" means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive)
Regulations 2003,and laws of similar purpose or effect in any relevant jurisdiction,in each case as amended, updated, re-
enacted or replaced from time to time;
"Documentation"means user manuals for the Products consisting of the applicable installation guides,service descriptions,
technical specifications,and online help files provided by Darktrace or available on Darktrace's online portal;
"Evaluation Period"is as defined in Clause 2.1"Term";
"Femme " means all applicable fees as set forth in the Product Order Form (payable to Darktrace, or its authorized reseller, as
applicable);
"GPL Software"means third party software provided by Darktrace on the Hardware to support use of the Software which is
licensed directly to the City and the relevant City Affiliates by the relevant rights holder on the terms of the version included
or provided with it of the GNU General Public Licence,GNU Lesser General Public Licence or other comparable licence.
"Hardware"means any hardware device(including embedded firmware)shipped and installed as part of the Offering;
"Information Security Standards"means Darktrace's information security code of conduct,as amended from time to time in
Darktrace's sole discretion and available upon request;
"Installation"is as defined in Clause 6.1;
"Intellectual Property" means patents, trademarks, service marks, rights (registered or unregistered) in any designs,
applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and
topography rights,know-how and other proprietary knowledge and information,internet domain names,rights protecting
goodwill and reputation,database rights(including rights of extraction)and all rights and forms of protection of a similar
nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licenses and consents
in respect of any of the rights and forms of protection mentioned in this definition(and"Intellectual Property Rights"shall
be construed accordingly);
"Offering"means collectively the Darktrace Products,Services and the Documentation,as more fully described on the Product
Order Form;
j "Open Source Software" means third party software that Darktrace distributes with the Software pursuant to a license that
requires, as a condition of use, modification and/or distribution of such software, that the software or other software
! combined and/or distributed with it be(i)disclosed or distributed in source code form;(ii)licensed for the purpose of making
derivative works;(iii)redistributable at no charge;or(iv)redistributable but subject to other limitations;
"Product Order Form"has the meaning set forth in the introductory paragraphs;
" r ducts"means the Software,and/or Software combined with Hardware,as more fully described on the Product Order Form;
"Product Specific Terms"are as defined in Appendix 2 to this Agreement or in a Product Order form(if any);
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"Professional Services"means consulting services and/or training services performed by Darktrace's personnel and/or agents
for the benefit of City as agreed in a Product Order Form;
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"Regulated Data" means,generally, information relating to an identified or identifiable natural person, or other regulated
data types, as defined by applicable Data Privacy Laws;
"Reports" means Threat Intelligence Reports or Anomaly Detection Reports, as applicable, as more fully described in the
Support Services Datasheets;
"Service"means the individually or collectively the Support Services and/or any other Services to be provided by Darktrace(if
any),as set forth in the applicable Product Order Form;
"Site "means the City's business location or its datacenter at the locations described in a Product Order Form;
" ftware"means the Darktrace or its licensor's proprietary software(in object code form)delivered to City as part of the
Offering or on a standalone basis,together with all enhancements,error corrections,and/or updates which are generally
made available by Darktrace as part of the Offering. The GPL Software does not form part of the Software and is licensed
to City and the City Affiliates directly on the terms of the applicable licenses,provided that the GPL Software will nevertheless
be deemed to form part of the Software for the purposes of the Support Services,such that Darktrace supports it as if it were
part of the Software;
"Support Services"means the support and analytics services provided as part of the Offering as described in a Product Order
Form(if applicable)and as set out in the Darktrace Product Support and Analytics Services Datasheet;
"Term"is as defined in Clause 13,"Term;Termination";
"Third Party licensors'means the suppliers of the Third Party Software to Darktrace;
"Third Party Software" means(i)any software or other technology that is licensed to Darktrace from Third Party Licensors
which is not proprietary to Darktrace, but which Darktrace has the necessary rights to license to City;and(ii)Open Source
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Software.
1.2. Construction.In this Agreement(except where the context otherwise requires):
1.2.1. any reference to a clause or schedule is to the relevant clause or schedule of or to this Agreement and any reference
to a paragraph is to the relevant paragraph of the clause or schedule in which it appears;
1.2.2. the index and clause headings are included for convenience only and shall not affect the interpretation of this
Agreement;
1.2.3. use of the singular shall include the plural and vice versa;
1.2.4. use of any gender shall include the other gender;
1.2.5. any reference to persons includes natural persons, firms, partnerships, companies, corporations, associations,
organizations, governments, states, foundations and trust (in each case whether or not having separate legal
personality);
1.2.6. any phrase introduced by the terms"including","include","in particular"or any similar expression shall be construed
as illustrative and shall not limit the sense of the words preceding those terms;
1.2.7. any reference to any other document is a reference to that other document as amended,varied,supplemented,or
novated (in each case,other than in breach of the provisions of this Agreement)at anytime.
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Appendix 2:Product Specific Terms
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j Antigena. The Parties acknowledge that the Antigena Software shall only be used in "recommendation mode" unless otherwise
agreed by the Parties in writing.The Antigen@ Network Software, may be set in "active mode",where is intended to terminate
connections between devices on the City's network and devices on the network and external to the network,or"recommendation
mode",where it will only report on what connections it would have terminated,but no connections will be terminated. The Antigena
Network Software is targeted such that only highly anomalous connections between devices are terminated, however, if the
continued communication to and from particular devices takes precedence over any gain from protection against the anomalous
events, it is recommended that such devices are configured in the Antigena user interface such that they will never have their
connections terminated. The same prevention may also be deployed within the City's network infrastructure to deny the active
interface of the Antigena Network Software the ability to take any unwanted actions occurring on the network.
Darktrace Enterprise/Industrial Immune System Appliance. The Darktrace Software delivered on Hardware appliance(s)is for use
with respect to the applicable bandwidth throughput,number of connected devices and connections per minute as set out in the
applicable Hardware Datasheet.
Darktrace Enterprise/Industrial Immune System SaaS Service. The Darktrace Software hosted in a Darktrace Amazon Web Service
cloud environment for fully virtualized City environments. vSensors process data on the City's network and report into the AWS
virtual master.
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SaaS Connectors. Darktrace SaaS Connectors are available for major SaaS providers,including Salesforce.com,Box.com,G Suite,
Dropbox and Microsoft Office 365. These are licensed on a per SaaS application basis.
vSensor Software. The vSensor software is installed as a virtual appliance configured to receive a SPAN from the virtual network
switch.This allows it to capture inter-VM traffic.Only one needs to be installed on each of the(City-supplied)hardware servers.
The vSensor software must be used in conjunction with a master Darktrace Enterprise Immune System Appliance and/or SaaS
Service and is,therefore,subject to the bandwidth,throughput,number of connected devices and connections per minute as set
out in the applicable Product Datasheet. oSensor software will be provided in sufficient numbers as required to work with the
licensed number of vSensors.
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[End of Agreement]
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• DARKTMCE
DARKTRACE PRODUCT SUPPORT AND ANALYiiCS SERVICES
overview
service overview Darktrace Support Service and Analytics team provides remote assistance support for the Darktrace
Enterprise Immune System Appliance("Appliance").The Darktrace Support and Analytics Service gives
Customer the flexibility to choose between different service packages with predefined service levels
or to address Customer's specific support needs by configuring optional service features and choosing
from additional response time and coverage window alternatives,
service highlights • Telephone and email helpdesk
(depending on services • Remote problem diagnosis and support
tier) • Error corrections and software updates
• Hardware support and firmware updates
• Replacement parts and materials
• Cyber threat monitoring by experienced analysts
• Flexible coverage windows
Support Helpdesk Refer to the Darktrace Support Guide
Numbers/Email
service plans
Not all service level options are available on all products.The service level option Customer has chosen will be specified in Customer's
contract documentation.
Base Appliance Bronze' Silveri Gold' Platinum'
Helpdesk / Remote problem diagnosis and J J J J J
support
Hardware Support Return to Base J V V J J
Health checks and diagnostics J J J J
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Analyst Support(Mon-Fri 9am-5pm) J J J J
Periodic Threat Intelligence Reporting(TI R) J J J
Same Day Threat Notification J J
Analyst Support(24/7) J
'Each of these Services Levels requires access via Call Home and assumes that the Customer accepts Updates automatically.
specifications
Service coverage,including availability of specific service levels,geographic limitations,response times,coverage windows,may vary
from country to country and must be checked at the time of purchase.
feature delivery specifications
j Helpdesk / Remote Telephone Hotline Support. Darktrace provides telephone assistance from its technical support personnel
problem diagnosis and during the coverage hours. Telephone support will be available in the English language. The Telephone
support Hotline Support numbers are:+44(0)808 189 3465(UK)and+1(0)646 893 7898(US).
Email Support Darktrace will provide email support from its technical support personnel during the
coverage hours. Telephone support will be available in the English language. The Email Support address
is:support@darktrace.com.
For instructions on how to raise support tickets and open a support case Customer should refer to the
Darktrace Support Guide,available on the Customer portal or otherwise available on request.
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• DARKTMCE
DARKTRACE PRODUCT SUPPORT AND ANALYTICS SERVICES
For reported problems,Darktrace may initiate and perform remote diagnostics using electronic remote
support tools, where available, to access Customer equipment or other means available to facilitate
remote problem resolution.
I, Error Correction. Darktrace shall use reasonable endeavours to correct verifiable and reproducible errors
j based on standard reproducible test case methodology when reported to Darktrace by Customer and
acknowledged by Darktrace. Where a verifiable error exists i.e.that which constitutes unexpected or
deviant code execution from baseline standard,the error correction,when completed,may be provided
in the form of a software patch and or workaround. The Customer acknowledges that all reported errors
j may not be corrected but Darktrace shall use reasonable endeavours to do so. Customer will implement
temporary procedures or workarounds provided by Darktrace while Darktrace works on a permanent
solution. If Customer fails to implement any temporary procedures, resulting in the failure of the
Supplies,Darktrace shall have no liability under this agreement for such failure.
j Health Check and System Darktrace undertakes regular health checks to ensure Appliances are functioning correctly.The health
Diagnostics / Periodic checks are collected every four hours,and includes the following types of metrics:
Software updates • CPU performance
• Memory utilization
• Appliance load
• Number of unique devices seen on network(numeric value)
• Number of MAC addresses seen on network(numeric value)
• Model breach metrics(numeric values)
a Bandwidth per interface
• Errors on interface
• Connections per minute
• Disk utilization
Additionally,if any diagnostic troubleshooting is required,a Darktrace engineer can run diagnostic tools
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via Call-Home to determine the cause of any issues.
Darktrace shall make available to Customer,for no additional charge,a copy of each Update. "Update"
means new releases of the Offering containing error corrections,enhancements, updates which are
made commercially available by Darktrace as part of maintenance and any corrections and updates to
the associated Documentation. Updates may be made available electronically or by on-site support,at
Darktrace's sole discretion.
For Customers on Gold and Platinum Service Levels,Updates are compulsory(Customer cannot opt out)
will be delivered automatically.
Hardware support(return Darktrace provides all parts and materials necessary to maintain Customer covered hardware product in
to base) good operating condition other than racking, data-feeds and third party products (such as taps and
network aggregators), including parts and materials subject to submitting a Return to Manufacturer
Authorization request through the Help Desk.
Upon discovery of any failure of the Hardware and/or any component parts, Darktrace will ship
replacement Hardware and/or component part(s) which may be an equivalent or a later revision (the
"Advance Replacement Hardware"). While Darktrace will endeavour to ship Advance Replacement
Hardware within a reasonable period, the Customer acknowledges and agrees that transport delays,
import and export requirements, and other factors outside of Darktrace's control may affect delivery
timescales.
Customer is responsible for performing the following functions prior to return shipping a failed product to
Darktrace:a)perform all steps for self-test and trouble-shooting specified in the operating manual for the
product;b)provide,in writing,the model number,serial number,current failure symptoms, pertinent
failure history and ship-to address(if applicable);c) unless the Darktrace product will be delivered and
picked up in person by Darktrace,Customer is responsible for packaging the failed Darktrace product
carefully in the original or Darktrace provided shipping container,or a shipping containerthat prevents the
Darktrace product from being damaged while in transit to Darktrace;and d)all parts original shipped must
be returned(including rails,transceivers and power cables).
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DARKTRACE PRODUCT SUPPORT AND ANALYTICS SERVICES
j Darktrace shall not be responsible for maintaining or protecting any configuration settings or data found
on the returned Hardware or component part(s).
Replacement parts provided under Hardware support may be whole unit replacements, or be new or
functionally equivalent to new in performance and reliability and warranted as new. Replaced parts of
Hardware, once returned to Darktrace, become the property of Darktrace, unless Darktrace agrees
j otherwise.
Should(1)the Hardware or component parts returned by Customer be deemed not to be defective or'no
faultfound',or(ii)a returned Appliance be missing any Hardware or component parts,or(iii)Customerfail
to return allegedly defective Hardware or any component parts requested by Darktrace within the time
limit required, Darktrace will invoice and Customer agrees to pay the cost of the Hardware and/or
component parts,as applicable.
For components that are discontinued,an upgrade path may be required.Darktrace will work with
Customer to recommend a replacement part.
For the avoidance of doubt,the Support Services do not include replacement of end of-life Hardware.
Periodic Threat Darktrace will provide periodic summaries (on the schedule agreed in a Product Order Form)of the
Intelligence Reporting most prominent security Incidents identified by the Darktrace cyber analysts of suspected malicious
activity on a Customer's network.
Analyst Support(Mon-Fri Customer can enter ticket requests for assistance from an expert Darktrace cyber analyst (eg,
9am-5pm) interpretation)up to four times per month with respect to confirmed alerts produced by the Appliance.
For instructions on how to raise support tickets and open a support case Customer should refer to the
Darktrace Support Guide available on the Customer portal or otherwise available on request.
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Same Day Threat Darktrace will automatically alert Customer's named operators when a significant and likely high impact
Notification anomaly is detected,as indicated by the Software(from Darktrace's standard models)which has been
confirmed by a Darktrace cyber analyst and deemed to be a board advisory level threat.
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Analyst Support(240) Customer can enter ticket requests for assistance from an expert Darktrace cyber analyst (eg,
interpretation)up to four times per month with respect to confirmed alerts produced by the Appliance.
Urgent enquires regarding raised tickets may be followed up by contacting the Support Contact Number
on+44(0)808 189 3465(UK);or+1 646 893 7898(US).
For instructions on how to raise support tickets and open a support case Customer should refer to the
Darktrace a ^^^rt Guide,available on the Custnmer portal or otherwise available on request
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Coverage window The coverage window specifies the coverage hours during which Customer calls may be logged and
j service is delivered remotely or onsite(as applicable). Calls received and answered outside this window
will be logged the next business day according to Customer's applicable coverage window.
' • Standard business hours,standard business days: Service Is available between 9:00 am and 5:00 pm
in the agreed time zone,Monday through Friday,excluding locally observed public holidays.
. 24x7:Service is available 24 hours per day,Monday through Sunday,excluding public holidays.
Assumptions
duration The Service coverage period starts on the original purchase date of the covered product and continues
for the period of time agreed in the applicable contractual documentation. Darktrace shall only be liable
to provide Support Services provided the customer is current with its payment of fees in respect of the
Support Services.
If Customer does not renew a Support Services term, but continues to access the Support Services,
Darktrace shall be entitled to invoice Customer for any period of Support Services provided.
Call Home Darktrace Appliances can be configured to connect to Darktrace Central Management over a secure and
encrypted channel to receive patches and updates.For certain of the Service Plans,the remote analysis
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DARKTRACE PRODUCT SUPPORT AND ANALYTICS SERVICES
support is dependent on the granting of Call Home access for the analysts to be able to interact with the
Appliance. A Darktrace appliance operating Call-Home will attempt to establish a secure SSH channel
with the Darktrace central management infrastructure.Each Darktrace installation will have a unique
hostname pre-set in the configuration,resolving to a single Darktrace central management IP address.
To enable Call-Home to function,the Darktrace appliance must be permitted to contact the Darktrace
central management IP address overTCP port 22. At Darktrace's discretion,service may also be provided
using remote diagnosis and support,onsite service or other service delivery methods,or a combination
of them. For onsite support,any applicable travel fees will be charged separately per event.
customer responsibilities Upon Darktrace's request,Customer shall be responsible for assisting Darktrace in resolving the problem
remotely in providing all information necessary for Darktrace to deliver timely and professional remote
support or to enable Darktrace to determine the level of support eligibility,including,
• starting self-tests and/or other diagnostic tools and programs;and
Install customer-installable firmware updates and patches
• performing other reasonable activities to help Darktrace identify and resolve the problem.
Darktrace may also provide Customer with self-installable parts or unit, to be installed by Customer
following written instructions from Darktrace.
Customer must maintain a separate backup system or procedure for its network data that is not
dependent on the Offering.
I Customer will notify Darktrace if it uses the Offering in an environment that poses a potential health or
safety hazard to Darktrace employees or subcontractors.Darktrace may require Customer maintains the
Offering under Darktrace supervision and may postpone service until such hazards are remedied.
General Darktrace will not be liable to provide Support Services with respect to an Appliance which is faulty on
the basis of: (i) improper use, site preparation, or site or environmental conditions or other non-
compliance with applicable Documentation or these terms, as applicable; (ii) failure or functional
limitations of any non-Darktrace software or product impacting systems receiving Darktrace Hardware
Support Services;(iii)malware(e.g.virus,worm,etc.)introduced by Customer;or(iv)modifications or
improper system maintenance or calibration not performed by Darktrace or authorized in writing by
Darktrace;(v)fire damage,water damage,accident,electrical disturbances,transportation by Customer,
or other causes beyond Darktrace's control.
NO ADVICE,ALERT,OR INFORMATION,WHETHER ORAL OR WRITTEN,OBTAINED BY CUSTOMER FROM
DARKTRACE OR THROUGH OR FROM THE SUPPORT SERVICES SHALL CREATE ANY WARRANTY NOT
EXPRESSLY STATED IN THIS AGREEMENT.DARKTRACE SHALL NOT BE LIABLE FOR ANY ERRORS OR DELAYS
IN THE CONTENT OR ALERTS AVAILABLE THROUGH THE SUPPORT SERVICES,OR FOR ANY ACTIONS TAKEN
IN RELIANCE THEREON.THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT ALL ANOMALIES/
INTRUSIONS MAY NOT BE REPORTED.
Darktrace may discontinue support for products and specific support services no longer included in
Darktrace's Offering upon six(6) months' prior written notice, unless otherwise agreed in writing. if
Darktrace cancels prepaid support pursuant to this paragraph or Customer otherwise cancels prepaid
support,Darktrace shall refund Customer a pro-rata amount for the unused prepaid support.
Additional services performed by Darktrace at Customer's request, and that are not included in the
Support Services,will be chargeable at the applicable published service rates for the country where the
service is performed.
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Darktrace Hardware Data Sheet: DCIP-M
Darktrace appliances are highly tuned,high performance pieces of hardware that host the Darktrace platform.There are multiple
types of Darktrace appliance,with different throughput capacities and options for data ingestion.Darktrace's technical experts
will help you decide which type of appliance you need based on the organization's bandwidth and the number of internal devices
present.
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Form factor
Dimensions
Weight
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Racking
interface admin ports
Remote management ports
Copper monitoring ports
SFP+monitoring ports
Average sustained throughput
Maximum unique internal devices
i connections Maximum con ed ons per minute
Power supply
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Power consumption
Safety certification
EMI Certification
Average sustained throughput,maximum unique internal devices and maximum connections per minute are dependent on the
type of traffic analyzed,the behavior of the devices and the application of software features. The values in this table have been
derived from real-world corporate networks,and refer to a sustained rate,allowing for traffic peaks.Every network is different
and so these metrics should be used as a guide only.In addition,the exact throughput capacity of any metric is dependent on the
type and nature of the traffic seen by Darktrace.
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Supported expansion modules
The DCIP-M appliance supports the following expansion modules:
2-port 10G/1 G SFP+
4-port 1 G RJ45 1000 BASE-T
Connecting the appliance to a network
The DCIP-M appliance contains the following physical ports,shown in the diagram below.
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1 x 1 Gbe admin interface
1 x out of band interface
3 x 1 Gbe analysis port
2 x SFP+analysis ports
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000 interface 1Gbe AnaWts Port
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lobe Admin.Interface IQ*Analysis Port SFP+Anahpis P
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