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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK OTM CYBER Optimized Threat Management Cybersecurity Services Terms and Conditions This Service Agreement (SA) addresses the Services, standards, and responsibilities of OTM CYBER and the Customer. OTM CYBER offers professional cybersecurity services to Indian River County FL (hereinafter "Customer"). This agreement is entered partially pursuant to the General Services Administration Contract 47QTCA23D0095, which takes priority in any disputes. The term of this agreement is for OTM Cyber to provide the duties and services contained herein to the Customer for a period of 3 Years from the time of installation. The Customer agrees to the following: 1. Representations and Warranties. OTM CYBER represents and warrants to the Customer that: (i) there are no contracts and/or restrictive covenants preventing the full performance of its duties and obligations under this Agreement; and (ii) it has the requisite qualifications, knowledge, and experience to perform the obligations under this Agreement. 2. The Engagement. OTM CYBER will provide the Customer with the services and equipment as outlined in the "Quote" section of this document. The nature and scope of the Services may be updated and adjusted from time to time upon mutual written consent by the parties. 3. Independent Contractor; Taxes. The parties understand and agree that OTM CYBER is an independent contractor and there are and will not be employer-employee or partnership relationship between the parties. OTM CYBER recognizes that it will have sole responsibility to pay any taxes or to any other compensation it will receive from the Customer in consideration for the Services. 4. Access. The customer acknowledges that OTM CYBER will have access to sensitive information and may, at times perform network scans, vulnerability assessments, and other methods of system and network access in order to facilitate accurate security investigations and appropriate security responses. 5. Duties of OTM CYBER. OTM CYBER hereby affirms and undertakes that, in the process of providing the Services to the Customer, it will: