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PR 22760: TO PURCHASE ARTIC WOLF MANAGED DETECTION AND RESPONSE SOLUTION FROM CDW-G THROUGH THE OMNIA PARTNERS TOTAL CLOUD SOLUTIONS
P.R. NO. 22760 FY 9/13/2022 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO PURCHASE ARTIC WOLF MANAGED DETECTION AND RESPONSE (MDR) SOLUTION FROM CDW-G THROUGH THE OMNIA PARTNERS TOTAL CLOUD SOLUTIONS CONTRACT #R171001. FUNDING FOR THE ANNUAL AMOUNT OF $61,282.43 IS AVAILABLE IN THE INFORMATION ACCOUNT 001-09-023-5450-00-10-000-. WHEREAS,the city seeks to strengthen it's security posture and defend againt malicious cyber attacks; and WHEREAS, Artic Wolf Managed Detection and Response solution will provided 24X7 monitoring of the network, endpoints, and cloud environments; and WHEREAS, Artic Wolf Managed Detection and Response solution provides a managed approach to detection, response, and recovery from modern cyberthreats through managed triage and concierge services; and WHEREAS, OMNIA Partners has established Total Cloud Solutions Contract (#R171001)with CDW-G; and WHEREAS, OMNIA Partners is a cooperative purchasing program for state and local governments; and WHEREAS,per Resolutions Nos 11-195 and 18-140, the City entered into interlocal agreements for cooperative purchasing with U.S. Communities and National IPA respectively, now known as OMNIA Partners; and WHEREAS, Chapter 271 of the Local Government Code allows a city, by resolution of its governing body,to participate in cooperative purchasing programs as an alternative to a formal bid process; and WHEREAS, CDW-G can provide Artic Wolf Managed Detection and Response (MDR) through the OMNIA Partners Information Total Cloud Solutions Contract#R171001 for the annual amount of$61,282.43; and P.R. NO. 22760 FY 9/13/2022 WHEREAS, CDW-G quote #MZDR625, Artic Wolf Proposal, and the solutions agreement are attached as "Exhibit A". NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That, the City Council hereby authorizes the purchase of Artic Wolf Managed Detection and Response (MDR) for the annual amount of $61,282.43 from SHI Government Solutions through the OMNIA Partners Total Cloud Solutions Contract #R171001, in substantially the same form as attached hereto as Exhibit"A". Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED this the day of September, A.D. 2022 at a regular meeting of the City of Port Arthur, Texas by the following vote: Ayes: Mayor: Councilmembers: Noes: Mayor ATTEST: Sherri Bellard, City Secretary P.R. NO. 22760 FY 9/13/2022 APPROVED AS TO FORM: LIA. a-t) ii-rt, bjar / Val Tizeno City Attorney APPROVED FOR ADMINISTRATION: de,4�� � Ronald Burton Clifton Williams City Manager Purchasing Manager 3 0,,t,' yk.)-( 7r1 ,2, Fay Yo‘.n Information Technology Director APPROVED AS TO AVAILABILITY OF FUNDS: Kandyc'k 7 Daniel, I te rim Director of Finance P.R. NO. 22760 FY 9/13/2022 Exhibit A PEOPLE `� Thank you for choosing CDW. We have received your quote. WHO GETI Hardware Software Services IT Solutions Brands Research Hub Grin' QUOTE CONFIRMATION FAY YOUNG, Thank you for considering CDW•G for your computing needs. The details of your quote are below. Click here to convert your quote to an order. Convert Quote to Order L--- QUOTE# QUOTE DATE Th—Q7JOTE REFERENCE CUSTOMER# GRAND TOTAL MZDR625 9/12/2022 i ARCTIC WOLF UPDATED j 0816598 $61,282.43 QUOTE DETAILS ITEM QTY CDW# UNIT PRICE EXT.PRICE ARCTIC WOLF MDR USER LIC CLD 415 5839578 $86.11 $35,735.65 Mfg. Part#: AW-MDR-USER Electronic distribution -NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Managed Detection and Response- license- 1 25 5744220 $86.11 $2,152.75 server Mfg. Part#: AW-MDR-SE Electronic distribution - NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Managed Detection and Response for Microsoft 6 5744222 $86.11 $516.66 Azure-subscripti Mfg. Part#: AW-MDR-AZS Electronic distribution - NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) ARCTIC WOLF MDR LOG RETENTION LIC lY 446 6124471 $6.20 $2,765.20 Mfg. Part#: AW-MDR-1YR Electronic distribution-NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Managed Detection and Response-subscription 6 5745583 $1,291.66 $7,749.96 license- 1 senso Mfg. Part#: AW-MDR-2XX-S Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Managed Detection and Response for Office 365- 600 5744235 $9.69 $5,814.00 subscription li Mfg. Part#: AW-MDR-0365 Electronic distribution - NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Platform - Base License- 1 license 1 7040196 $922.61 $922.61 QUOTE DETAILS(CONT.) Mfg. Part#: AW-PLATFORM-BASE Electronic distribution -NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Platform- license- 1 access 446 6773750 $6.46 $2,881.16 Mfg. Part#: AW-PLATFORM Electronic distribution - NO MEDIA Term: 10/28/2022-10/27/2023 Contract: ESC R4/National IPA Total Cloud Solutions(R171001) ARCTIC WOLF MDR ONBOARDING CLDS 1 5749862 $2,744.44 $2,744.44 Mfg. Part#: AW-MDR-OB Electronic distribution- NO MEDIA Term: 10/28/2022-10/27/2023 Contract: MARKET These services are considered Third Party Services, and this purchase is subject to CDW's Third Party Cloud Services Terms and Conditions, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement. The third-party Service Provider will provide these services directly to you pursuant to the Service Provider's standard terms and conditions or such other terms as agreed upon directly between you and the Service Provider.The Service Provider, not CDW,will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider's agreement, these services are non-cancellable,and all fees are non-refundable. SUBTOTAL $61,282.43 SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $61,282.43 PURCHASER BILLING INFO DELIVER TO Billing Address: Shipping Address: CITY OF PORT ARTHUR CITY OF PORT ARTHUR ACCOUNTS PAYABLE 444 4TH ST FL 2 PO BOX 1089 INFORMATION TECHNOLOGY PORT ARTHUR,TX 77641-1089 PORT ARTHUR,TX 77640-6450 Phone: (409)983-8100 Shipping Method: DROP SHIP-GROUND Payment Terms: Net 30 Days-Govt State/Local Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago,IL 60675-1515 Sales Contact Info Jawed Aburmishan I (866) 444-6113 I jawad.aburmishan@cdwg.com LEASE OPTIONS FMV TOTAL FMV LEASE OPTION BO LEASE OPTION $61,282.43 $1,642.98/Month $1,897.92/Month Monthly payment based on 36 month lease.Other terms and options are available.Contact your Account Manager for details.Payment quoted is subject to change. Page 2 of 3 Why finance? • Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line. • Flexible Payment Terms. 100%financing with no money down,payment deferrals and payment schedules that match your company's business cycles. • Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams. •Technology Refresh. Keep current technology with minimal financial impact or risk.Add-on or upgrade during the lease term and choose to return or purchase the equipment at end of lease. • Bundle Costs.You can combine hardware,software, and services into a single transaction and pay for your software licenses over time! We know your challenges and understand the need for flexibility. General Terms and Conditions: This quote is not legally binding and is for discussion purposes only.The rates are estimate only and are based on a collection of industry data from numerous sources. All rates and financial quotes are subject to final review,approval,and documentation by our leasing partners. Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration. Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end of the lease term. Need Help? ■ My Account ■ Support ■ Call 800.800.4239 About Us I Privacy Policy I Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwq.ccm/content/;: c,t,ons/product-sales.as�_ For more information,contact a CDW account manager ©2022 CDW.G LLC, 200 N. Milwaukee Avenue,Vernon Hills,IL 60061 1800.808.4239 I 4 Page 3 of 3 .. GET IT PEOPLE Thank you for choosing CDW. We have received your quote.a WHO Hardware Software Services IT Solutions Brands Research Hub QUOTE CONFIRMATION FAY YOUNG, Thank you for considering CDW•G for your computing needs. The details of your quote are below. Click here to convert your quote to an order. Convert Quote to Order QUOTE# QUOTE DATE F QUOTE REFERENCE 1 CUSTOMER# I GRAND TOTAL L MZDR625 9/12/2022 ARCTIC WOLF UPDATED I 0816598 1 ;61,282.43 QUOTE DETAILS ITEM QTY CDW# UNIT PRICE EXT.PRICE ARCTIC WOLF MDR USER LIC CLD 415 5839578 $86.11 $35,735.65 j Mfg. Part#: AW-MDR-USER Electronic distribution-NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Manacled Detection and Response- license- 1 25 5744220 $86.11 $2,152.75 ' server Mfg. Part#: AW-MDR-SE Electronic distribution- NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) i Arctic Wolf Managed Detection and Response for Microsoft 6 5744222 $86.11 $516.66 Azure-subscripti Mfg. Part#: AW-MDR-AZS Electronic distribution-NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) ARCTIC WOLF MDR LOG RETENTION LIC 1Y 446 6124471 $6.20 $2,765.20 Mfg. Part#: AW-MDR-1YR Electronic distribution- NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Manacled Detection and Response- subscription 6 5745583 $1,291.66 $7,749.96 license- 1 senso Mfg. Part#: AW-MDR-2XX-S Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Managed Detection and Response for Office 365 - 600 5744235 $9.69 $5,814.00 subscription li Mfg. Part#: AW-MDR-0365 Electronic distribution - NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) Arctic Wolf Platform - Base License- 1 license 1 7040196 $922.61 $922.61 Mfg. Part#: AW-PLATFORM-BASE Electronic distribution -NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) QUOTE DETAILS(CONT.) Arctic Wolf Platform - license- 1 access 446 6773750 $6.46 $2,881.16 Mfg. Part#: AW-PLATFORM Electronic distribution - NO MEDIA Contract: ESC R4/National IPA Total Cloud Solutions(R171001) ARCTIC WOLF MDR ONBOARDING CLDS 1 5749862 $2,744.44 $2,744.44 Mfg. Part#: AW-MDR-OB Electronic distribution - NO MEDIA Contract: MARKET These services are considered Third Party Services, and this purchase is subject to CDW's Third Party Cloud Services Terms and Conditions, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement. The third-party Service Provider will provide these services directly to you pursuant to the Service Provider's standard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW,will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider's agreement, these services are non-cancellable,and all fees are non-refundable. SUBTOTAL $61,282.43 SHIPPING $0.00 SALES TAX $0.00 GRAND TOTAL $61,282.43 PURCHASER BILLING INFO DELIVER TO Billing Address: Shipping Address: CITY OF PORT ARTHUR CITY OF PORT ARTHUR ACCOUNTS PAYABLE 444 4TH ST FL 2 PO BOX 1089 INFORMATION TECHNOLOGY PORT ARTHUR,TX 77641-1089 PORT ARTHUR,TX 77640-6450 Phone: (409)983-8100 Shipping Method: DROP SHIP-GROUND Payment Terms: Net 30 Days-Govt State/Local Please remit payments to: CDW Government 75 Remittance Drive Suite 1515 Chicago, IL 60675-1515 Sales Contact Info Jawad Aburmishan I (866) 444-6113 I iawad.aburmishan@cdwg.com LEASE OPTIONS FMV TOTAL FMV LEASE OPTION J BO LEASE OPTION $61,282.43 $1,642.98/Month $1,897.92/Month Monthly payment based on 36 month lease. Other terms and options are available,Contact your Account Manager for details. Payment quoted is subject to change. Why finance? • Lower Upfront Costs. Get the products you need without impacting cash flow. Preserve your working capital and existing credit line. Page 2 of 3 • Flexible Payment Terms. 100%financing with no money down, payment deferrals and payment schedules that match your company's business cycles. • Predictable, Low Monthly Payments. Pay over time. Lease payments are fixed and can be tailored to your budget levels or revenue streams. •Technology Refresh. Keep current technology with minimal financial impact or risk.Add-on or upgrade during the lease term and choose to return or purchase the equipment at end of lease. • Bundle Costs.You can combine hardware,software,and services into a single transaction and pay for your software licenses over time! We know your challenges and understand the need for flexibility. General Terms and Conditions: This quote is not legally binding and is for discussion purposes only.The rates are estimate only and are based on a collection of industry data from numerous sources. All rates and financial quotes are subject to final review,approval,and documentation by our leasing partners. Payments above exclude all applicable taxes. Financing is subject to credit approval and review of final equipment and services configuration. Fair Market Value leases are structured with the assumption that the equipment has a residual value at the end of the lease term. Need Help? III My Account ■ Support ■ Call 800.800.4239 About Us I Privacy Policy I Terms and Conditions This order is subject to CDW's Terms and Conditions of Sales and Service Projects at Ittp://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information,contact a CDW account manager ©2022 CDW•G LLC, 200 N. Milwaukee Avenue,Vernon Hills, IL 60061 1800.808.4239 Page 3 of 3 SOLUTIONS AGREEMENT (via Authorized Partner) This Solutions Agreement(the "Agreement') is a legal agreement entered into by and between the Customer identified in the signature block below("Customer')and Arctic Wolf Networks, Inc. ("Arctic Wolf') and governs any order forms, quotes, or other ordering document executed by the Customer("Order Form")that reference this Agreement. An Order Form will be issued to Customer by an Arctic Wolf authorized partner ("Authorized Partner"). This Agreement is effective on the date last executed in the signature block below(the"Effective Date").This Agreement permits Customer to purchase subscriptions to the Solutions,as defined below, identified in the Order Form from its Authorized Partner and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this Agreement. If there is a conflict between the terms below, the Order Form, or the terms set forth in an URL referenced herein (such URL terms, the"Terms"), the documents will control in the following order:the Order Form,this Agreement,and the Terms.Any capitalized terms not otherwise defined herein will have the meaning set forth in the Solutions Terms. In consideration of the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 1. Scope. 1.1 Solutions. Customer will purchase and Arctic Wolf, together with its Affiliates, will provide the specific products and services (each a "Solution"or collectively,"Solutions")as specified in the applicable Order Form. For purposes of this Agreement, "Affiliate"means any company or other entity,which directly or indirectly controls, is controlled by or is under joint control with Arctic Wolf. A Solution will be comprised of the following components: Managed Detection&Response Managed Risk Solution Managed Security Awareness Solution /Managed Security Awareness+Solution Software The object form of any software, The object form of any software, N/A including any operating system including any related to virtual software included in the Equipment, Equipment, if applicable,any and add-ons offering enhanced operating system software included features and functionality made in the Equipment, and add-ons generally available to Arctic Wolf offering enhanced features and customers from time-to-time functionality made generally available to Arctic Wolf customers from time-to-time Equipment Virtual appliances or physical sensors Virtual appliances or physical N/A scanners Content N/A N/A Online access and download rights, if licensed by Customer, to Customer learning content and Content Compliance Pack within the Administrator Dashboard and/or Content Library Content Management N/A N/A Access to and use of a cloud- Hosting Environment based learning management tool (the"Administrator Dashboard") and metrics related to the use of the Content by Customer's users Services Support, onboarding services, and Support,onboarding services, and Support,onboarding services, services provided by Security services provided by Security and Content modification Services, all as described in the Services, all as described in the services, all as described in the Solutions Terms(defined below) Solutions Terms(defined below) Solutions Terms(defined below) Professional Services As agreed by the parties in As agreed by the parties in As agreed by the parties in accordance with Section 3 accordance with Section 3 accordance with Section 3 Platform One(1)vSensor 100 series Unlimited data ingestion N/A Unlimited data ingestion Access to the Customer Portal Access to the Customer Portal Use of the Arctic Wolf Agent Use of the Arctic Wolf Agent 90-day Log Retention (unless another retention period is purchased by Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 1 of 10 CONFIDENTIAL Customer and set forth on an Order Form) 1.2 License Grant. The Solutions are provided on a subscription basis for a set term designated on the Order Form(each,a"Subscription Term") for the one-time costs and subscription fees set forth therein (the "Fees"). Provided Customer is in compliance with the terms of this Agreement, including payment of Fees,Arctic Wolf grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive right and/or license during the Subscription Term, to the extent a component of the Solutions being licensed by Customer as set forth in Section 1.1 above, to: (i) Install, use and access the Software, (ii) Use the Equipment for purposes of the use of the Solutions, (iii) Obtain and use the Services in conjunction with Customer's use of the Solutions, (iv) Load Customer's users and associated information for delivery of Content and use of the Administrator Dashboard, (v) Access the Customer Portal and/or Administrator Dashboard, as applicable, subject to the Privacy Notice located at https.//arcticwolf.com/privacy-policy-for-customer-portal-users/,as may be updated from time-to-time in accordance with Section 13 below(the "Privacy Notice"), (vi) Access and use the Platform features and functionality, (vii) Use Arctic Wolf Trademarks included in the Content in accordance with the Solutions Terms, and (viii) Distribute, display,transmit, and, if licensed by Customer,download certain Content in electronic format. Customer may access and use the Solutions, and any Documentation associated therewith, solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement, such associated Documentation, any scope of use restrictions and license counts, including by server, user, or such other licensing metric designated in the applicable Order Form, and the Solutions Terms found at https//arcticwolf corn/terms/solutionsterms/, as may be updated from time to time by Arctic Wolf in accordance with Section 13 herein (the "Solutions Terms"). "Documentation" means user manuals, training materials, product descriptions and specifications, and other printed information relating to the Solution, as in effect and generally available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials. 1.3 Future Functionality. Customer agrees that it has not relied on the promise of availability of any future functionality of the Solutions or any other future product or service in executing this Agreement or any Order Form.Customer acknowledges that information provided by Arctic Wolf regarding future functionality should not be relied upon to make a purchase decision. Should Arctic Wolf offer additional optional functionality in the future that complement the Solutions,Customer may elect to subscribe to and obtain a license to the optional functionality for an additional fee. 1.4 Except as otherwise provided herein, Customer understands and agrees that the Authorized Partner may not modify this Agreement or make any commitments related to the delivery or performance of the Solutions on Arctic Wolf s behalf. 1.5 Beta Solutions. 1.5.1 From time-to-time Arctic Wolf may invite Customer to try, at no charge, Arctic Wolf products, features, or functionality that are not generally available to Arctic Wolfs customers("Beta Solutions"). Customer may accept or decline any such trial in its sole discretion. Any Beta Solutions will be clearly designated as beta, pilot, limited release,developer preview, non-production or by a description of similar import. 1.5.2 Restrictions and Disclaimers. Beta Solutions are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Beta Solutions are not considered Solutions hereunder and are provided solely and exclusively"AS IS"with no express or implied warranty of any kind. CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES ARCTIC WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS. Arctic Wolf may discontinue the Beta Solutions at any time in its sole discretion and Arctic Wolf will make reasonable efforts to provide Customer with advanced notice of any such discontinuance. Arctic Wolf does not promise or represent that Beta Solutions will be made generally available. 1.5.3 NO DATA RETENTION.ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANENTLY LOST UNLESS CUSTOMER: (i) PURCHASES A SUBSCRIPTION TO THE COMMERCIALLY AVAILABLE VERSION OF THE BETA SOLUTIONS AS MAY BE MADE AVAILABLE BY ARCTIC WOLF; OR (ii) TO THE EXTENT POSSIBLE, EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS. 1.5.4 LIMITED LIABILITY. ARCTIC WOLF'S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE BETA SOLUTIONS WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED$50. IF CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE BETA SOLUTIONS. 1.5.5. Despite anything to the contrary in this Agreement, Customer acknowledges that(a)Beta Solutions may not be supported and may be changed at any time, including in a manner that reduces functionality, (b)Beta Solutions may not be available or reliable, and (c)Beta Solutions may not be subject to the same security or audits as the Solutions. 2. Equipment. If the Order Form specifies that Customer will receive Equipment,then Customer is responsible for installing the Equipment at the location(s) specified by Arctic Wolf and for the implementation of appropriate data protection practices related to the protection of any information included on such Equipment while the Equipment is located within Customer's environment.The Equipment is a part of the Solutions and included with the subscription to the Solutions for use by Customer during the Subscription Term. If Customer attempts to install or use the Equipment at a location other than the location determined by Customer and communicated to Arctic Wolf during onboarding or at any time thereafter, the Solutions may fail to function or may function improperly. In the event Customer installs, uses, or relocates the Equipment, Customer will promptly notify Arctic Wolf so that Equipment deployment information can be updated within Customer's account.Other than normal wear and tear, Customer is directly responsible for the replacement cost of the Equipment associated with any loss, repair, or replacement, including any other costs,damages,fees and charges to repair the Equipment. If applicable,Arctic Wolf will ship Equipment to Customer and will Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 2 of 10 CONFIDENTIAL pay the freight costs associated with shipping the Equipment to Customer's designated locations. Customer is responsible for all additional costs and expenses associated with shipping the Equipment to its designated locations and for the return of the Equipment to Arctic Wolf. Such additional costs and expenses may be reflected on an Order Form, from time-to-time following shipment of the Equipment and will be invoiced by Arctic Wolf or the Authorized Partner. Customer understands and agrees if the Equipment is shipped outside of the United States or Canada (or such other locations identified by Arctic Wolf), Customer is responsible for acting as the importer of record. 3. Professional Services. In the event Arctic Wolf and Customer agree on the delivery of Professional Services, any such Professional Services shall be specified on an Order Form and described in a statement of work which shall reference this Agreement. 4. Reservation of Rights and Ownership.Arctic Wolf owns or has the right to license the Solutions and any associated Documentation ("Arctic Woff Technology'). Customer acknowledges and agrees that: (a) the Arctic Wolf Technology is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws; (b)Arctic Wolf retains all right, title and interest(including, without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Arctic Wolf Technology, excluding any rights,title, and interest in any Third Party Products(as defined in Section 10.3 below)which shall be retained by its third party licensor(s), any other deliverables, know-how, databases, developed programs, and registered or unregistered intangible property rights; (c)there are no implied licenses and any rights not expressly granted to Customer hereunder are reserved by Arctic Wolf;(d)the Solution, excluding Professional Services, is licensed on a subscription basis, not sold, and Customer acquires no ownership or other interest(other than the license rights expressly stated herein) in or to the Arctic Wolf Technology; and (e)the Solution is offered as an on-line, hosted solution, and Customer has no right to obtain a copy of the Software. 5. Restrictions,Responsibilities,and Prohibited Use. 5.1 Restrictions. Customer agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works of the Arctic Wolf Technology;(ii)reverse engineer,decompile,disassemble,or otherwise seek to obtain the intellectual property contained within Solutions,except to the extent expressly permitted by applicable law(and then only upon advance notice to Arctic Wolf);(iii)interfere with or disrupt the integrity or performance of the Solutions or the data and information contained therein or block or disrupt any use or enjoyment of the Solutions by any third party;(iv)attempt to gain unauthorized access to the Arctic Wolf Technology or related systems or networks;(v)remove or obscure any proprietary or other notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology; (vi) unless Customer is an authorized MSP partner of Arctic Wolf, use the Solutions in connection with a service bureau, service provider or like activity whereby Customer operates or uses the Solutions for the benefit of a third party; (vii)use the Solutions to monitor or scan any environments for which Customer has not received consent;or(viii)with respect to Customer's subscription to the Managed Security Awareness Solution, include material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or otherwise results in any tort, injury, damage or harm to any person. Customer agrees to abide by the terms of the Acceptable Use Policy at https://arcticwolf.com/terms/acceptable-user-policy/,as may be updated from time-to-time in accordance with Section 13 below. If Arctic Wolf, in its reasonable discretion, determines that Customer's use of or access to the Solutions imposes an actual or imminent threat to the security or stability of Arctic Wolfs infrastructure or that Customer is abusing its use of the Solutions in contravention with the terms of this Agreement,Arctic Wolf may, in addition to any other right herein, temporarily suspend Customer's access to the Solutions until such activity is rectified. If commercially practicable,Arctic Wolf shall provide Customer with notice prior to any such suspension and shall work with Customer in good faith to reinstate the Solutions promptly. 5.2 Arctic Wolf Responsibilities.Arctic Wolf shall provide the Solutions Customer subscribes to as set forth on an Order Form in accordance with the terms of this Agreement, as further described in the Solutions Terms. The Solutions provided under this Agreement shall include any updates,upgrades,bug fixes,version upgrades or any similar changes that are made generally available to Arctic Wolfs customers free of charge from time to time during the Subscription Term. 5.3. Customer Responsibilities. Customer must identify the administrative users for its account which may include Customer's authorized (email authorization sufficient)third party service providers and agents ("Administrators"). Each Administrator will receive an administrator ID and password and will need to register with Arctic Wolf. Customer is responsible for notifying Arctic Wolf about changes to Administrators, including but not limited to termination, change of authority, and the addition of Administrators. Customer acknowledges and agrees that Administrators will be able to view all Solutions Data and other traffic and activities that occur on Customer's network and that Customer is responsible for all activities that occur under Administrator accounts.Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time-to-time to new Administrators. Notwithstanding anything contrary herein, Customer understands and agrees that transmission of Solutions Data to Arctic Wolf may be impacted by in-country technical issues and requirements. Arctic Wolf will provide reasonable assistance to Customer in such instances but is not liable if the Solutions Data cannot be transmitted outside of such country. Customer understands and agrees that it will need to implement security controls to protect the Equipment and the data included therein. Customer, depending on the scope of the deployment, may be required to implement software and services to enable features of the Solutions. Customer acknowledges that any changes Customer makes to its infrastructure or the configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly and that Arctic Wolf will have no responsibility for the impact of any such Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer's environment while running in production. 5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to take any action(including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or foreign laws or regulations, including,without limitation,the U.S. Foreign Corrupt Practices Act(the "FCPA"). Neither party will(i)attempt to,directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or(ii)take any action or permit or authorize any action that would violate or cause a party to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Neither party will,for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay,or authorize the payment of,directly or indirectly, any money or anything of value to or for the use or benefit of any of the following: (a)any government official (including any person holding an executive, legislative,judicial or administrative office,whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 3 of 10 CONFIDENTIAL government, state-owned business or public organization); (b)any political party, official thereof, or candidate for political office; or(c)any other person if a party or any respective partner,officer,director,employee,agent, representative or shareholder of such party knows or has reason to suspect or know that any. part of such money or thing of value will be offered, given or promised, directly or indirectly, to any of the above- identified persons or organizations.Each party acknowledges and agrees that none of its officers,directors,employees,agents or representatives is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and each party agrees to immediately notify the other party should the foregoing change during the term of this Agreement. Each party represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with,requires registration or approval or tax withholding under,or will require any termination or expiration,compensation, or any compulsory licensing under,any applicable law or regulation of any country or other governmental entity,and each party will not make any claim to the contrary (each party is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence). 5.5 Trade Controls.Customer understands that the Solutions may be subject to the export control,economic sanctions, customs, import, export and anti-boycott laws, regulations, and orders promulgated or enforced by Canada, the United States, Customer's country of residence, and any other country or governmental body having jurisdiction over the parties to this Agreement("Trade Controls"). Customer agrees not to export,re-export,provide,or transfer the Solutions outside of Customer's country of residence.Within Customer's country of residence,Customer shall ensure that the Solutions are not re-exported, provided or transferred to any person or entity listed on any restricted persons list issued by Canada or identified on the Bureau of Industry and Security's Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control's Specially Designated Nationals List or List of Consolidated Sanctions (collectively, the "Restricted Persons Lists"). Customer represents and warrants that it and its shareholders, members, partners,or other owners are not listed on, or owned 50%or more, collectively or individually, by anyone on a Restricted Persons List. Customer shall not use the Solutions(a)for a military application,wherever located; or(b)with knowledge or reason to know that the Solutions will be used for nuclear, chemical, or biological weapons proliferation or(c)for any other end use or by any end user otherwise prohibited by applicable Trade Controls. Upon request by Arctic Wolf, Customer will complete and provide an end use certificate in the form requested by Arctic Wolf.Arctic Wolf may suspend and/or cancel the export,delivery, and or servicing of the Solutions, if: (i)Arctic Wolf has not received requested end-user certifications; (ii)Arctic Wolf has not received any government approvals required to comply with Trade Controls, or(iii)Arctic Wolf believes that such activity may violate any Trade Controls. If the Solutions are resold or transferred in violation of any Trade Controls or the provision of this Agreement,Arctic Wolf shall not be obligated to provide any warranty service or technical support for such Items. 6. Fees, Payment,Taxes,and Audit. 6.1 Fees,Payment,&Taxes. Customer will purchase the Solutions through the Authorized Partner.The Order Form containing terms related to fees,payment,taxes,audit,and any other related terms shall be between Customer and the Authorized Partner. Customer will pay any owed amounts to the Authorized Partner, as agreed between Customer and Authorized Partner. Customer agrees that Arctic Wolf may suspend or terminate Customer's use of the Solutions upon ten (10)days'written notice to Customer if Arctic Wolf does not receive payment of Fees from the Authorized Partner.The amounts paid by Authorized Partner to Arctic Wolf for Customer's use of the Solutions under this Agreement will be deemed the amount actually paid or payable under this Agreement for purposes of calculating Arctic Wolfs liability under Section 11. Customer's renewal pricing will be communicated to Customer by the Authorized Partner in accordance with the terms Customer has with the Authorized Partner or by Arctic Wolf prior to the renewal Subscription Term. 6.2 Audit. During the term of this Agreement and for one year thereafter, Customer shall provide Arctic Wolf, or its designated representative, promptly upon request with appropriate records requested by Arctic Wolf to verify Customer's compliance with the Agreement, including specifically its license counts as set forth on an Order Form.Arctic Wolf,at its option, may require that an executive officer of Customer certify in writing to Customer's compliance with this Agreement and disclose the scope of use of the Solutions by Customer. If,because of such audit,Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Customer on an Order Form,Arctic Wolf will notify Customer of the number of additional licenses, along with the associated Subscription Fees prorated through the end of the then-current Subscription Term, and Customer will remit payment for such Subscription Fees in accordance with this Section 6. 7. Confidentiality.Either party(as a"Discloser')may disclose confidential and proprietary information, orally or in writing("Confidential Information")to the other party(as a"Recipient"). Confidential Information (a)shall be marked with a restrictive legend of the Discloser or, (b) if orally or visually disclosed to Recipient by Discloser, or disclosed in writing without an appropriate letter, proprietary stamp or legend, shall be confidential if it would be apparent to a reasonable person that such information is confidential or proprietary. Confidential Information of Arctic Wolf includes the following:any pricing,trade secrets,know-how, inventions(whether or not patentable),techniques,ideas, or processes related to the Arctic Wolf Technology;the design and architecture of the Arctic Wolf Technology;the computer code, internal documentation,and design and functional specifications of the Arctic Wolf Technology; Arctic Wolfs security and privacy due diligence material such as SOC2 reports, security and privacy questionnaire responses&memos; and any intellectual property and know-how included in the problem reports, analysis, and performance information related to the Arctic Wolf Technology. Confidential Information of Customer may include the following: (i) If the MA or MA+Solution is deployed: First name, last name,corporate email address,phone number,job title,address, and organization hierarchy(collectively,"Point of Contact information");Customer's tracking metrics as described in the Solutions Terms;Customer created content;and any test response data; and (ii) If MDR and/or MR Solutions are deployed: Point of Contact Information and Solutions Data(as defined in Section 8.1 below). Each party agrees to hold the other party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as expressly permitted hereunder and as described in the Privacy Notice. Each party agrees to take commercially reasonable steps to protect the other party's Confidential Information and to ensure that such Confidential Information is not disclosed,distributed or used in violation of the provisions of this Agreement.The Recipient may disclose Confidential Information only:(a)with the Discloser's prior written consent;or(b) to those employees, officers, directors, agents, consultants, third party service providers, and advisors with a clear and well-defined "need to Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 4 of 10 CONFIDENTIAL know" purpose who are informed of and bound by confidentiality obligations no less restrictive than those set forth in this Section 7. Notwithstanding the foregoing,the Recipient may disclose Confidential Information to the extent required by law; however,the Recipient will give, to the extent legally permissible and reasonably practical,the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement. For the avoidance of doubt, Arctic Wolf may share Customer's name with Customer's services providers to assist Customer in the resolution of technical issues pertaining to the Solutions. To the extent legally required,Arctic Wolf may report any violations of law pertaining to Customer's use of the Solutions. The Discloser agrees that the foregoing confidentiality obligations shall not apply with respect to any information that the Recipient can document is: (i) rightfully in its possession or known to it prior to receipt from the Discloser without an obligation of confidentiality; (ii)or has become public knowledge through no fault of the Recipient; (iii)rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or(iv) independently developed by employees of the Recipient who had no access to Discloser's Confidential Information. Upon expiration or termination of this Agreement for any reason, and except as otherwise provided in Section 14 below, each party shall promptly destroy all copies of the other party's Confidential Information and copies, notes or other derivative material relating to the Confidential Information. Notwithstanding the foregoing,and subject to the Privacy Notice,Arctic Wolf may retain Customer's name, contact names, email address, and such other necessary contact information following termination of this Agreement for its internal business purposes. 8. Solutions Data. 8.1 Solutions Data. "Solutions Data" means, depending on the Solution deployed, the operational system log data and any other information provided by Customer in furtherance of its use of the Solutions and which Customer may elect to submit to Arctic Wolf through the Solutions, including, but not limited to operational values, event logs, and network data such as flow, HTTPS, TLS, DNS metadata, cursory inventory data, operating systems and versions, users and groups from Active Directory, system level inventory, event data, and network vulnerability data.As between the parties,Customer shall retain all right,title and interest(including any and all intellectual property rights)in and to the Solutions Data(excluding any Arctic Wolf Technology used with the Solutions Data). Customer hereby grants Arctic Wolf,during the term of the Agreement, a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit, modify and create derivative works of the Solutions Data solely to the extent necessary to provide the Solutions to Customer. The location of the storage of raw Solutions Data within Arctic Wolfs third party service providers' data centers will be as set forth in the Solutions Terms. Customer understands Arctic Wolf will aggregate Solutions Data with Arctic Wolfs other data so that results are non-personally identifiable (individual identities have been removed and are not linked or reasonably linked to any individual,including via a device,or could be reasonably linked,directly or indirectly,with a particular consumer or household)and collect anonymous technical logs and data regarding Customer's use of the Solutions("Aggregate/Anonymous Data"). Such Aggregate/Anonymous Data is Arctic Wolf Technology, which Arctic Wolf may use for its business purposes during or after the term of this Agreement. 8.2 Personal Information. Confidential Information may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual,whether directly or indirectly("Personal Information"). Customer is responsible for the lawfulness of any such Personal Information and the receipt, use, and processing of it under the Agreement. Customer represents and warrants that,where it provides Personal Information to Arctic Wolf or requests Arctic Wolf collect or process such information,it(1)has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations, rights and authority, and has given all required notices to individual data subjects as are required to transfer or permit Arctic Wolf to collect,receive,or access any Personal Information for the Solutions, and(3)to the extent required by applicable law, informed the individuals of the possibility of Arctic Wolf processing their Personal Information on Customer's behalf and in accordance with its instructions. 8.3 European Union and United Kingdom General Data Protection Regulation. If and to the extent Customer submits to Arctic Wolf personal data(as that term is defined under the General Data Protection Regulation("GDPR'))of individuals located in the European Economic Area or United Kingdom,the Arctic Wolf Data Processing Agreement available at https://arcticwolf.com/terms/dpa/, as may be updated by Arctic Wolf from time-to-time in accordance with its terms(the"DPA"), may be executed by Customer and upon execution and retum to Arctic Wolf in accordance with its terms will be incorporated into this Agreement. It is Customer's sole responsibility to notify Arctic Wolf of requests from data subjects related to the modification,deletion,restriction and/or objection of personal data. Customer represents and warrants that any processing of personal data in accordance with its instructions is lawful. 8.4 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the California Consumer Privacy Act, as amended by the California Privacy Rights Act("CCPA")and may receive personal information (as defined by the CCPA)from Customer pursuant to this Agreement for a business purpose. The parties agree to comply at all times with the applicable provisions of the CCPA in respect to the collection,transmission,and processing of all personal information(as defined by the CCPA)exchanged or shared pursuant to the Agreement. Arctic Wolf shall not sell any such personal information.Arctic Wolf shall not retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of performing the Solutions for Customer pursuant to this Agreement or as permitted by the CCPA. The terms"personal information," "service provider," "sale," and "sell" are as defined in Section 1798.140 of the CCPA.Arctic Wolf certifies that it understands the restrictions of this Section 8.4. It is Customer's sole responsibility to notify Arctic Wolf of any requests from consumers(as defined in the CCPA)seeking to exercise rights afforded in the CCPA with regard to personal information received or processed in connection with the Solutions. Arctic Wolf agrees to provide reasonable cooperation to Customer in connection with such requests. 8.5 Canadian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined under applicable Canadian privacy laws,being all applicable federal,and provincial laws and regulations relating to the processing,protection or privacy of personal information("Privacy Laws"),of individuals located in Canada,Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications, regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolfs subcontractors/third party service providers (which may be located outside of Canada), and/or the transfer by Customer of such individual's personal information to Arctic Wolf/Arctic Wolfs subcontractors/third party service providers (which may be located outside of Canada). Upon request of Customer,Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers. Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 5 of 10 CONFIDENTIAL Customer retains control of the personal information and remains solely responsible for its compliance with Privacy Laws and for the processing instructions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer's use of the Solution in accordance with this Agreement,constitutes Customer's instructions to Arctic Wolf in relation to the processing of such personal information.Subject to Section 8.1 of this Agreement,Arctic Wolf will only process the personal information to the extent, and in such a manner, as is necessary for the performance of the Solutions.Arctic Wolf will reasonably assist Customer with meeting the Customer's compliance obligations under applicable Privacy Laws, considering the nature of Arctic Wolfs processing and the information available to Arctic Wolf. Arctic Wolf shall: • Comply with its obligations as a third party service provider/mandatory under applicable Privacy Laws, including by implementing appropriate technical, physical and organizational measures to safeguard the personal information; • Periodically conduct audits of its information security controls for facilities and systems used to deliver the Solutions and make relevant audit reports available to Customer for review. The Customer will treat such audit reports as Arctic Wolfs Confidential Information; • Within seventy-two (72) hours of discovery notify Customer of any unauthorized or unlawful access to or processing of the personal information; • Limit access to those employees who require the personal information access to meet Arctic Wolfs obligations under this Agreement and ensure that all employees are informed of the personal information's confidential nature; • Notify Customer if it receives any complaint, notice, or communication that directly or indirectly relates to the personal information processing or to either party's compliance with Privacy Laws, and provide its full co-operation and assistance in responding to such complaint, notice or communication; and • Upon Customer's request, provide the Customer a copy of or access to all or part of the Customer's personal information in its possession or control in the format reasonably agreed to by the parties. 9. Indemnity. 9.1 Arctic Wolf's Indemnity. Subject to Section 9.3,Arctic Wolf will defend and indemnify Customer from any unaffiliated third party claim or action to the extent based on the allegation that the Solutions infringe any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right)having effect in the United States,Canada, United Kingdom,and the European Union. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in a writing signed by an authorized officer of Arctic Wolf or final judgments awarded to the third party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Solutions, or portions or components thereof, that are: (a)not provided by Arctic Wolf; (b)combined with other products, processes or materials that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination; (c)modified other than with Arctic Wolfs express consent; (d) used after Arctic Wolfs notice to Customer of such activity's alleged or actual infringement; or (e) not used by Customer in strict accordance with this Agreement or the published Documentation. The indemnification obligations set forth in this Section 9.1 are Arctic Wolfs sole and exclusive obligations,and Customer's sole and exclusive remedies,with respect to infringement or misappropriation of third-party intellectual property rights of any kind. 9.2 Customer Indemnity. Subject to Section 9.3,Customer agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer's alleged breach of Sections 5 or 8. Customer agrees to pay any settlements that Customer agrees to in a writing signed by an authorized officer of Customer or final judgments awarded to the third party claimant by a court of competent jurisdiction. 9.3 Procedures. Each party's indemnification obligations are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim, provided that the failure to provide such notice shall only limit the indemnifying party's obligation to indemnify to the extent that the failure prejudices the indemnifying party in its defense of the claim; (b)granting the indemnifying party the sole control of the defense or settlement of the claim;and(c)providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party's expense. Notwithstanding the foregoing, the indemnifying party (i) may not make an admission of fault on behalf of the other party without written consent, (ii) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (iii)the other party may join in the defense with its own counsel at its own expense. 9.4 Options. If Customer's use of the Solutions has become, or in Arctic Wolfs opinion is likely to become, the subject of any claim of infringement,Arctic Wolf may at its option and expense: (a) procure for Customer the right to continue using and receiving the Solutions as set forth hereunder;(b)replace or modify the Solutions to make them non-infringing;(c)substitute an equivalent for the Solutions;or(d)if Arctic Wolf, in its sole discretion, determines that options (a)-(c)are not reasonably practicable, terminate this Agreement and refund any pre-paid unused Fees as of the effective date of termination. 10. Warranty and Warranty Disclaimer. 10.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER IS NOT IN BREACH OF THIS AGREEMENT THAT: (I) THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (II) THE SOLUTIONS SHALL SUBSTANTIALLY PERFORM AS DESCRIBED IN THE DOCUMENTATION;AND(III)IT WILL COMPLY WITH ALL FOREIGN, PROVINCIAL, FEDERAL, STATE AND LOCAL STATUTES, LAWS,ORDERS,RULES, REGULATIONS AND REQUIREMENTS,INCLUDING THOSE OF ANY GOVERNMENTAL (INCLUDING ANY REGULATORY OR QUASI-REGULATORY) AGENCY APPLICABLE TO ARCTIC WOLF AS IT PERTAINS TO ITS OBLIGATIONS AND THE DATA REQUIRED FOR THE PERFORMANCE OF THE SOLUTIONS DESCRIBED HEREIN. IN THE EVENT OF ANY BREACH OF THIS SECTION 10.1,ARCTIC WOLF SHALL,AS ITS SOLE LIABILITY AND CUSTOMER'S SOLE REMEDY(OTHER THAN ARCTIC WOLF'S INDEMNIFICATION OBLIGATIONS IN SECTION 9.1 ABOVE), REPAIR OR REPLACE THE SOLUTIONS THAT ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CUSTOMER OR IF ARCTIC WOLF IS UNABLE TO REPAIR OR REPLACE, THEN ARCTIC WOLF WILL REFUND ANY PRE-PAID FEES FOR THE SOLUTIONS,OR PARTS THEREOF,SUBJECT TO THE WARRANTY CLAIM. EXCEPT FOR THE WARRANTIES DESCRIBED IN THIS SECTION, THE SOLUTIONS ARE PROVIDED WITHOUT WARRANTY OF ANY Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 6 of 10 CONFIDENTIAL KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES OF TITLE.CUSTOMER ACKNOWLEDGES THAT THE SOLUTIONS ARE PROVIDED "AS IS" AND FURTHER ACKNOWLEDGES THAT ARCTIC WOLF DOES NOT WARRANT: (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE; (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE;AND(C)THE SOLUTIONS WILL IDENTIFY OR DETECT EVERY VULNERABILITY OR SECURITY ISSUE. CUSTOMER IS RESPONSIBLE AND ARCTIC WOLF SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTION(S) IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS. 10.2 Open Source Warranty. The Software may include Open Source Software. To the extent included in the Software, Open Source Software is governed solely by the applicable open source licensing terms, if any, and is provided"AS IS", and Arctic Wolf hereby disclaims all copyright interest in such Open Source Software. Arctic Wolf provides no warranty specifically related to any Open Source Software or any applicable Open Source Software licensing terms.Any fees paid by Customer to Arctic Wolf are for Arctic Wolf s proprietary Software only, and not for any Open Source Software components of the Software.Any license associated with an Open Source Software component applies only to that component and not to Arctic Wolf s proprietary Software or any other third-party licensed software.The foregoing language is not intended to limit Arctic Wolfs warranty obligation for the Solutions set forth in Section 10.1. "Open Source Software"means software with its source code made available pursuant to a license by which, at a minimum,the copyright holder provides anyone the rights to study,change, and/or distribute the software to anyone and for any purpose. 10.3 Third Party Product. Third Party Product(as defined in this Section 10.3) may carry a limited warranty from the third-party publisher, provider, or original manufacturer of such Third Party Products. To the extent required or allowed,Arctic Wolf will pass through to Customer or directly manage for the benefit of Customer's use of the Third Party Products as part of the Solutions(such decision to be made in Arctic Wolfs discretion),the manufacturer warranties related to such Third Party Products. "Third Party Product"means any non-Arctic Wolf branded products and services (including Equipment, and any operating system software included therewith) and non-Arctic Wolf-licensed software products, including Open Source Software. 10.4 Customer Warranties. Customer represents and warrants that it shall: (i)be responsible for ensuring the security and confidentiality of all Administrator Ds and passwords; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Solutions; (iii) notify Arctic Wolf promptly upon discovery of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv)not violate any foreign, provincial,federal,state and local statutes, laws, orders, rules, regulations and requirements applicable to Customer's performance of its obligations herein, including those of any governmental (including any regulatory or quasi-regulatory) agency, Trade Control laws,and regulations and the U.S. Foreign Corrupt Practices Act(the"FCPA");(v)not use the Solutions and transfer any Solutions Data to Arctic Wolf for any fraudulent purposes; and(vi)implement safeguards within Customer's environment to protect the Solutions, including specifically, the Equipment, from the introduction, whether intentional or unintentional, of: (1)any virus or other code, program, or sub-program that damages or interferes with the operation of the Equipment or halts, disables, or interferes with the operation of the Solutions; or(2) any device, method,or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions. 11. Limitation of Liability. FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT,WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, ARCTIC WOLF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR: (A)DAMAGES BASED ON USE OR ACCESS, INTERRUPTION, DELAY OR INABILITY TO USE THE SOLUTIONS, LOST REVENUES OR PROFITS, LOSS OF SOLUTIONS, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION, BREACHES BY AN AUTHORIZED PARTNER,OR BREACHES IN CUSTOMER'S SYSTEM SECURITY;OR(B)ANY INDIRECT,SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; OR(C)ANY AMOUNTS THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITIES FOR EACH PARTY SET FORTH IN THIS AGREEMENT ARE REASONABLE AND THEY WOULD NOT HAVE ENTERED INTO THE AGREEMENT WITHOUT SUCH LIMITATIONS. 12. Term and Renewal. This Agreement shall be in effect for the Subscription Term specified in the Order Form. The Order Form or other equivalent transaction document containing the terms related to the length of the Subscription Term and any renewal thereof, and any other related terms,as may be applicable,shall be between Customer and the Authorized Partner. Notwithstanding the foregoing,and unless otherwise set forth on an Order Form, the Subscription Term to the Solutions will automatically renew, in its entirety, at the end of the initial Subscription Term for the same period of time as the initial Subscription Term, but in no event more than a twelve(12)month term, and subject to the then- current terms and price at the time of renewal; provided however, if either party would like to opt out of automatic renewal or reduce the scope of the Subscription of the Solutions,then such party must notify the other party no less than sixty(60)days prior to the expiration of the then-current Subscription Term. 13. Updates.Arctic Wolf reserves the right to modify this Agreement, the Terms, and the Documentation in Arctic Wolfs sole discretion provided that changes to the Solutions Terms shall not materially decrease the Solutions features and functionalities that Customer has subscribed to during the then-current Subscription Term. Should Arctic Wolf make any modifications to the Agreement, the Terms, or Documentation, Arctic Wolf will post the amended terms on the applicable URL links and will update the "Last Updated Date"within such documents and notify Customer via the Customer Portal, Customer newsletter, https://arcticwolf.com/terms/ website, or such other written communication method implemented by Arctic Wolf from time-to-time. Customer may notify Arctic Wolf within 30 days after the effective date of the change of its rejection of such change. If Customer notifies Arctic Wolf of its rejection during such thirty(30)day period, then Customer will remain governed by the terms in effect immediately prior to the change until the end of Customer's then-current Subscription Term. However, any subsequent renewal of the Subscription Term will be renewed under the then-current terms,unless otherwise agreed in writing by the parties. Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 7 of 10 CONFIDENTIAL 14. Termination.Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement,provided that such terminating party has given the other party ten (10)days advance notice to try and remediate the breach. Upon termination, Customer agrees to cease all use of the Arctic Wolf Technology, installed or otherwise, and permanently erase or destroy all copies of any Arctic Wolf Technology,including all Content and virtual Equipment,that are in its possession or under its control and promptly remove and return all physical Equipment to Arctic Wolf. Except as otherwise required by law, Arctic Wolf will remove, delete, or otherwise destroy all copies of Confidential Information in its possession upon the earlier of(i)the return of the Equipment, if applicable,to Arctic Wolf,or(ii)one hundred-twenty(120)days following termination. Notwithstanding anything contrary in this Agreement,should Customer fail to return any Equipment within ninety(90)days following discontinuation of use of the Equipment or termination or expiration of this Agreement,Customer will be liable for the replacement cost of the Equipment, which shall be due and owing upon receipt of the invoice from Arctic Wolf or the Authorized Partner, and Customer shall be liable for any breach of the Confidential Information and Arctic Wolf Technology contained within the unretumed Equipment. Sections 6 through 13, 14, and 15 will survive the non-renewal or termination of this Agreement. 15. Miscellaneous. 15.1 Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a)when delivered by hand (with written confirmation of receipt); (b) on the next business day after the date sent,if sent for overnight delivery by a generally recognized international courier(e.g., FedEx,UPS,DHL,etc.)(receipt requested); or(c)on the date sent by e-mail (with confirmation of transmission)if sent during normal business hours of the recipient,and on the next business day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses set forth on the signature page hereof(or at such other address for a party as shall be specified in a notice given in accordance with this Section 15). For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it provides herein or via the Customer Portal;and (2)agrees that all agreements, notices,disclosures, and other communications that Arctic Wolf provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper.This Section does not affect Customer's non-waivable rights. 15.2 Notwithstanding any other terms to the contrary contained herein, Customer grants Arctic Wolf the right to use Customer's name or logo in customer lists, marketing materials, and verbal discussions with prospective customers to communicate that Customer uses the Solutions. If Arctic Wolf intends to disclose information about Customer's purchase(s)(such as dollar amount of sale or project objectives)in conjunction with the use of Customer's name or logo,Arctic Wolf will obtain Customer's prior written or email approval. 15.3 The parties to this Agreement are independent contractors. Neither party has the authority to bind the other party without the express written authorization of the other party. Nothing herein may be construed to create an employer-employee, franchisor-franchisee, agency, partnership, or joint venture relationship between the parties. Arctic Wolf shall be primarily liable for the obligations of its Affiliates and any subcontractors used in the delivery of the Solutions. 15.4 This Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.Customer shall not be entitled to assign,subcontract,delegate or otherwise transfer any of its rights and/or duties arising out of this Agreement and/or parts thereof to third parties, voluntarily or involuntarily, including by change of control, operation of law or any other manner, without Arctic Wolfs express prior written consent.Any purported assignment, subcontract, delegation or other transfer in violation of the foregoing shall be null and void. No such assignment, subcontract,delegation or other transfer shall relieve the assigning party of any of its obligations hereunder. 15.5 The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof.Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Santa Clara County, California in English and in accordance with the JAMS International Arbitration Rules then in effect. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys'fees. 15.6 Each party acknowledges and agrees that any dispute or claim that may arise out of or relate to this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Further, each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose. 15.7 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. 15.8 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect.Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,to the extent possible,the economic,business and other purpose of such void or unenforceable provision.Arctic Wolf does not accept,expressly or impliedly, and rejects and deems deleted any additional or different terms or conditions that Customer presents, including, but not limited to, any terms or conditions contained Customer's purchase order, or other such document,or established by trade usage or prior course of dealing. 15.9 This Agreement (including the exhibits hereto, if any, and any BAA (as defined in Section 15.10 below)) constitutes the parties' entire agreement by and between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 8 of 10 CONFIDENTIAL understanding by and among the parties with respect to such subject matter. Except as otherwise provided herein, this Agreement may be amended, modified or supplemented only by an agreement in writing signed by each party. 15.10 In the event that Arctic Wolf receives personal healthcare information in the delivery of the Solutions,the parties agree to comply with the Business Associate Addendum ("BAA") located at https://arcticwolf.com/terms/business-associate-addendum/ or such other equivalent agreement/addendum as required under applicable health information/privacy laws. In the event the parties have entered into a BAA or equivalent agreement in relation to protected health information, the parties intend for both this Agreement and BAA or equivalent agreement to be binding upon them and the BAA or equivalent agreement is incorporated into this Agreement by reference. 15.11 The parties have participated mutually in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted mutually by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 15.12 The parties have agreed that this Agreement as well as any notice,document or instrument relating to it be drawn up in English only; les parties aux presentes ont convenu que la presente convention ainsi que tous autres avis, actes ou documents s'y rattachant soient rediges en anglais seulement. 15.13 Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed,and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [signature page to follow] Arctic Wolf Networks—Solutions Agreement Last Updated: 05/01/2022 Page 9 of 10 CONFIDENTIAL IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date. Arctic Wolf Networks,Inc.: Customer: Signed: Signed: Name: Nick Schneider Name: Title: President&CEO Title: Date: Date: Notice Address: Notice Address: PO Box 46390 Eden Prairie,MN 55344 Attn: General Counsel legal@arcticwolf.com Arctic Wolf Networks-Solutions Agreement Last Updated: 05/01/2022 Page 10 of 10 CONFIDENTIAL ARCTIC ' I THE 1.EAOFR IN '.€CURITY OPERATIONS WOLF4ip At ;� .* Proposal Overview , . _;-- = Presented To: Fay Young, Javier Barajas, Andrew Jenkins, Oscar E _ - City of Port Arthur: Information Technology Prepared By: Jawad Aburmishan, Grant Gowery & Chris Martinez ` :. , CDWG & Arctic Wolf Networks THE LEADER IN SECURITY OPERATIONS Table of Contents: • AWN Company Overview P. 3 • MDR Architecture.... P. 14 • Port Arthur Strategic Initiative.... P. 4 • CDWG Pricing Overview.... P. 15 • Approaches to security operations.... P. 5 • 3YR ROI Vs. DIY P. 16 • Telemetry Sources &Ticketed Incidents... P. 6 • Services Descriptions & Pricing.... P. 17 • Security Operations Platform P. 7 • Pricing Timeline & incentives.... P. 18 • Security Operations Workflow P. 8 • PO Timeline & Incentive.... P. 19 • Arctic Wolf CST P. 9 • Standard Onboarding Timeline.... P. 20 • Arctic Wolf Triage Team P. 10 • SPIDR's Included.... P. 21-23 • Concierge Security Team Certs P. 11 • Security Warranty, IR, Cyber Insurance.... P. 24-26 • Local Cybersecurity Hiring Costs .... P. 12 • Log Sources and Scoping Summary P. 13 • ACTIVE Response Scenario.... P. 27 A THE LEADER IN ',ECURITY c ARCTICWOLF Market Leader Industry Cybersecurity Challenges Mean Time to Identify(MTTI) Mean Time to Contain OVERVIEW 2012 2200 3500+ 5 Malicious and Criminal Attacks (MTTc)the Attack Founded Employees Customers SOCs 214 Days 77 Arctic Wolf` is the market leader in security `"' 500 ii78 f 365 Days i operations.We use our cloud-native security «� y . .- AI operations platform to deliver security as a concierge service.Taking the operational tau; ~— 1.5M sh o rtfa l l loo Winner approach to cybersecurity means that we can GDPR+ 4111F Cybersecurity Skills Gap 6M jobs between 2019-2021 protect our customers in a uniquely effective WINNER way.Our protection is personal because members of the Concierge Security®Team are paired with customers to develop a close TYPEi %+o Audit/Compliance Drivers working relationship and tailor our solutions dS0 APO' PCI DSS FFIEC- HIPAA NIST 800- •23 NYCRR to their Unique needs.Our protection is ',fit.,,* NCUA 171 500 predictable because the scope of the solution includes both tactical actions as well as strategic,long-term security objectives.The Better Protection Against All Attack Types Arctic Wolf ultimate outcome that we deliver for the Dwell Advanced Account Unpatched Helps Detect and customer is personal,predictable,protection. Time Phishing Threats Takeover Vulnerabilities Respond to the Top _ 18% 7 i 3 5°/° 5 Attack Vectors: The cybersecurity industry Industry average Of custurrrers Of customers Of customers Reduction in time •Malware/Ransomware y ynu ry time to identify have phishing have advanced have some PII to patch critical •Phishing has an problem. an intrusion is activity that is threat activity exposure and vulnerabilities •PUP Adware 206 days.Arctic missed by email being missed by 5.5%have after activating Wolf does it in security security tools but plaintext Arctic Wolf •Account Hijacking 3,000 $120B 3,950 30 minutes but caught by caught by Arctic passwords •Unpatched Outdated Software Viido i total Spend Reported or less. Arctic Wolf Wolf exposed online Breaches 2j2020 Arctic Wolf Networks,Inc.All rights reserved. a5sificafio1:Public THE LEADER IN SECURITY OPERATIONS Security Outcomes Strategic Initiative: Port Arthur s under attack 24x7 —The need for Broad Visibility and Threat Detection across IT & Public Safety networks is a High Priority. CURRENT STATE DESIRED OUTCOME SOLUTION • No SOC, limited visibility,creating • Fully operational SOC in<30 days Arctic Wolf MDR, MR&MSAT solution: blind spots with US based 24/7 monitoring across • Cyber standards+compliance all attack surfaces(On-Premise, Detect: requirements are increasing Endpoint, and Cloud) • Broad visibility • • No Threat&Vulnerability • Help future proof Cyber Insurance 2ax7 monitoring Management program(Managed Risk) and compliance requirements • Advanced threat Respond: • Dissimilar collection of security tools • Managed Investigations not correlating, including AV& • Cyber Security Experts assigned to • Log Retention and Data Exploration Firewalls Port Arthur • Incident Response Capabilities • Difficulty understanding internal Recover: security posture reviews and reporting • Continuous vulnerability scanning on • Containment&IR Capabilities • • Key drivers: all attack surfaces(Managed Risk) Root Cause Analysis • • Cyber and compliance Concierge Engagement standards are increasing • Arctic Wolf ingests all logs,then MDR also addresses: • Additional cybersecurity validates threats with humans from • Cyber Insurance requirements resources desired High priority to Low priority • 3`d party business standards • Security Framework guidance • Compliance assistance&guidance • 24x7 Containment+ IR capabilities A THE LEADER IN SECURITY OPERATIONS Different Approaches to `Security Operations' Security Operations Tech Stack ' Visibility across Service Delivery Service framework Pricing Operations anw COYer e & Compatibility 1 attack surfaces Engagement Ware SIEM 3 0 g 0 0 0 MSSP a CI) a 0 a 0 EDR O a Q O 0 to MDR a 0 3 0 XDRCi_ lV l 0 0 0 AW , f ' j II ACoverage across Sec i Use existing tech and Endpoint,network, Unlimited& ! Invented Concierge First with$t M Ops framework or AW tech ( Cloud,Apps,Identity f, unmetered data Security Team Service Operation; — i ? and People pricing Warranty As2021 Arctic Wolf NeriverIss.Inc.All ngnts reserved. Confid2n;el 1 O MI ■ II THE LEADER IN ,,i.i_.‘.init y opEturiotig, Arctic Wolf Broad Visibility • Al a oSio Ma 1,1,,,,..., Avt,',., Lortrw 111.11111.111.111 F.,,,,v,* = Egtes Tr.". 0 '-.4s‘u ASA Ma. 54...c'e,",v Rts,-.4,;,:z 11111.111111111111111111 hrk•-•-'0w , taaS 0 i Firewall 10', Network 30% 11411444440044.% Ai=Vii,s1 I/ C,orKIsuils. . DNSIP SeritaknOne r..cm4-1 • ,temor, Cartee,elaCA • Loons Sophos VOMINOMMOMMI , Proc...se giommill.. ',..eo,••tt-.. ,. Note. 4.11.1.11.1111. -4-:fi, — crolliso ‘.....ogle dvarkApac,:, MS EMtender i- ,s ATP Endpoint Chtt MO. Sviafteir '!-.., Sus / CIA(:41:) I\ Jart,,,I, Mu:Aar-ft I ittistovec A:,,.A,-- Or _-__LI ou. Identity Scanning 20% 5% A, WhyTime to Value Protection • Leverage existing • Against commodity Arctic Wolf? investments &advanced threats • Add resources& * v • Attack surfaces expertise to your team , „ •• All-the-time(24x7) Our innovative • Reduce noise&drive efficiency Security Operations - platform and Guidance Resilience f{CYIIITY OPruntioN, • Concierge Security Team WARR.,`,' concierge delivery • • Proactive risk mgt • Framework tailored to • Continuous posture model enable you to your environment assessment End C y be r Risk • rl Gass expertise on- de • Sustained compliance 2022 Arctic A off Nervcr s.Inc.AD rights reserved.Classifi..tion:Public THE LEADER IN Sc -;:rt:TY OPERATIONS AW Security Operations Workflow THE ARCTIC WOLF PLATFORM THE ARCTIC WOLF TRIAGE TEAM OVAL • TI:I-IMEIRY INCE SI PARSE ENRICH ANALYSIS ELEVATE&INVESTIGATE ESCALATE Network i� TRIAGE BOARD 4:4)�����J Nat:v, 0 • 0 • •• 0 • . �� iimmilma INCIDENT C �� � TICKET .olimmom moriormor Endpoint _ �� AD-HOC ' 0 0• • a• REQUEST* '-_ 11111 APIs • • • • • • r 0 0• • i Cloud CONCIERGE SECURITY TEAM '2 o•• •. DE di SYSLOG 0 • 0 • mom •0 0 • TRIAGE SECURITY REMEDIATE&RECOVER SECURITY JOURNEY ANALYSTS/ENGINEERS ,� Identity ,e i ( O. U ) . • S3 Buckets • •• •• •• •• •• • • illi0 0• . ► CUSTOMER O-_ DIRECTORY ,„ LOG RETENTION _. -„2„,,;,: ..: d,.t. .e ightsf9samari n4Tleiftca4- =i ` ,_,. THE LEADER IN SECURITY OPERATIONS Concierge Security Team (CST) Your named Concierge Security Team will work with you to build and execute a Security Journey that meets your organization's goals and ,� R A T E G e objectives while identifying opportunities to strengthen your security S c posture over time. • E SECU +C r EXPERTISE STRATEGY (,a .0 C4/i .I. Deliver execution and operational Strategic security guidance drives ��Q —1 excellence with skills required to detect continuous improvement that's tailored to the r advanced threats and manage risks in a specific needs of your organization. W 0 o to way that's customized to your Security Posture Reviews environment. Evaluate the root cause of threats and get Security Operations Experts prioritized recommendations to improve Hundreds of years of combined posture experience with cybersecurity accreditations like CISSP,HCISPP,CCSP, CISM,CRISC,GCIH Trusted security operations experts paired with you to deliver tailored triage and Threat Hunting strategic guidance Hunting for suspicious activity across your Security Journey Guidance environment Quarterly reviews to help you design, Informed Incident Insights implement,and achieve your security vision Y Filter out the noise to reveal what happened,and what to do about it ._ .,, c;,olf Ne.rocrks.Inc.All rights rase, P_.nl, A THE LEADER IN SECURITY OPERATIONS Arctic Wolf Triage Team The Triage Team works 24x7x365 to investigate alerts generated by the Arctic Wolf Platform.This team provides tactical support and guidance to customers and the Concierge Security Team during security events. COVERAGE INVESTIGATION Work around the clock to triage critical Deliver execution and operational excellence with events and deliver actionable insights when skills required to detect advanced threats and you need them the most. manage risks in a way that's customized to your 24x7 Continuous Monitoring environment. Your environment is monitored around the Security Operations Experts �2 clock for threats and risks Top-talent with hundreds of years of combined n experience working for Military,Government and GQ Rapid Response Public and Private sector organizations. pq ��� Investigate and escalate critical events Informed Incident Insights CF tNv� within thirty minutes • Filter out the noise to reveal what happened,and Real-Time Remediation what to do about it R/A G E 7 E P° Rapidly contain incidents and get detailed . Detect threats across network,endpoint,&cloud. guidance on remediation • Expert analysis of IOCs across entire attack F I ` P On-Demand Access surface using a purpose-built cloud platform To security analysts via telephone or email . Discover vulnerabilities and misconfigurations 24x7 THE LEADER IN SECURITY OPERATIONS Arctic Wolf CST Certifications A non-exhaustive list: • CISSP-Certified Information Systems Security Professional I(ISC2) • CCSP-Certified Cloud Security Professional I(ISC2) /)SC)2 • HCISPP-HealthCare Information Security and Privacy Practitioner I(ISC2) • Certified Ethical Hacker(CEH)-EC-Council• GIAC Security Essentials Certification EC-Goodell • GCFE:GIAC Certified Forensic Examiner • GCIH:GIAC Certified Incident Handler " cf, • GCIA:GIAC Certified Intrusion Analyst $" • GICSP:Global Industrial Cyber Security Professional • GXPN:GIAC Exploit Researcher and Advanced Penetration Tester ..giae9 • Certified Penetration Tester(CPT)Boot Camp • Certified Incident Handler(CIH) eFfEniff • Offensive Security Certified Professional(OSCP)Certification Classification Public A THE LEADER IN SECURITY OPERATIONS Cybersecurity Talent Gap in Houston Retaining talent with experience in building/sustaining a SOC (security operations center) is very expensive IDG and Symantec: Cyber Security Engineer Salary in Houston,TX 11111. Global demand for the cybersecurity workforce is YearlyTexas expected to rise to 6M this ^� 4 2,4 69 year with a projected shortfall of 1.5M jobs—25% of available jobs not filled. • ;5 -;la S183,304 Recruiting Firm Robert Half: Employees across security $124,079 organizations are seeing pay $52 : . Muw much aoe,a SrnwY cvee,Seunty EngneeY make n Moslon,tY? $139•737 with increases between 7- 5126.315 5«. 10% annually. SALARY RANGE KIR AM SENIOR CYUR SECURITY ENGINEER • Cyber Security Engineer in Houston,TX $126 315 to $154 704 • Senior Cyber Security Engineer in Houston,TX > > • Cybersecurity Supply/Demand Heat Mao A THE LEADER IN SECURITY OPERATIONS Log Sources and Scoping Summary • Sources(non--- Flaustive) Environment Scope Metrics. • Firewalls:SonicWall • Users:415 • Endpoint: Cylance • Servers: 25 • Identity: • Azure: 6 • laaS: Growing Azure Environment • Hypervisor:VMWare • SaaS: 0365—600 users • Physical Locations: 3 sites in scope • Email Security: • MDR Sensors: 6x AWN-200 • MFA: 0365&Duo • MR Scanners:Virtual Site Name Bandwidth Media Type HA FWs? Sensor Version Direct Internet Deployment Egress? City Hall 200 Mbps Copper Yes AWN-200 Yes Tap HO Mills 250 Mbps Copper Yes AWN-200 Yes Tap PD 1 Gbps `'her Yes AWN-200 wi1OG bypass Yes Tap Note: Certain components of service pricing are based on sensor quantity. model and interface type. Please verify and confirm locations and sensors for accuracy as changes will incur service pricing updates. A THE LEADER IN SECURITY OPERATIONS City of Port Arthur - MDR Architecture Arctic Wolf Endpoint Agent a ' Arctic Wolf FirewalV Anti-Virus DNS UTM Server Logs Logs pQ i---5 �8 Is- 'iL.. secote T� Q Active Arctic Wolf HTTP Wireless di)8 Directory Agent &TLS APs 'OO/7 ;« ' Concierge Security rt rthur o CHIHO Mills/PD Team(CST) !, AWN 200 Sensors Firewall/ DNS 415 Staff Anti-Virus UTM Server Logs Logs ;mom A Secure Transport 600 0365 s� (i, j ,�8 25 Servers �l �'=i 6 Azure Active Arctic Wolf HTTP Wireless 6 Sensors Directory Agent &TLS APs (-CIA1-Year Log Retention n A Azure box lo'l e 3'e sec .0 aws G Suite c— -- Office365 Cisco AMP for Endpoints Arctic Wolf Cloud salesforce okta WEBROOT Connectors I 1 CDWG MDR (Annual Agreement) THE LEADER IN SECURITY OPERATIONS Item SKU Quantity Extended Price Arctic Wolf MDR User License AW-MDR-USER 415 $35,735.65 Arctic Wolf MDR Server License AW-MDR-SE 25 $2,152.75 Arctic Wolf MDR Azure License AW-MDR-AZ 6 $516.66 Arctic Wolf MDR Log Retention—1YR AW-MDR-1YR 446 $2,765.20 Arctic Wolf MDR 200 Series Sensor AW-MDR-2XX-S 6 $7,749.96 Arctic Wolf MDR 0365 User License AW-MDR-0365 600 $5,814.00 Arctic Wolf MDR Platform Licensing AW-PLATFORM 446 $2,881.16 Arctic Wolf MDR Platform Base Licensing AW-PLATFORM-BASE 1 $922.61 11 ITotal Annual Subscription Cost i '� One Time Setup Fees Arctic Wolf MDR Onboarding AW-MDR-OB 1 $2,744.44 Arctic Wolf Sensor&Scanner Shipping AW-SHP,AW-SHP 6 $0 One Time Setup Fees Total , Total Fees 1 Year(USD) Y *The Net Total price for each item in the table above will increase by 8.0%on(i)the annual anniversary of the Subscription Start Date or(ii)the end of any prepaid,in full w multi-year Committed Term(the"Increase").Thereafter,pricing for any subsequent renewals is as set forth in the Agreement. " THE LEADER IN SECURITY OPERATIONS 3YR TCO / ROI: DIY Vs. Arctic Wolf DIY In-House SOC Average SOC Costs Across Major Vendors Notes Year 1 Year 2 Year 3 Total SIEM Cost(Splunk) $ 65,000.00 $ 65,000.00 $ 65,000.00 $ 195,000,00 Professional Services(Install,Training,Maintenance) $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 15,000,00 24x7 Staffing(Security Engineer+Security Analyst) 2 FTE's $ 248,158.00 $ 268,010.64 $ 289,451,49 $ 805,620.13 Threat Intelligence $ 10,000.00 $ 10,000.00 $ 10,000.00 $ 30,000.00 Vulnerability Asssessment-Risk Management-Training $ 50,000.00 $ 60,000.00 $ 60,000.00 $ 170,000.00 DIY SOC Estimate $ 378,158.00 $ 408,010.64 $ 429,451.49 Arctic Wolf MDR Notes Year 1 Year2 Year3 Total All Inclusive Costs(8%Annual Increase) $ 58,537.99 $ 63,221.03 $ 68,278 71 $ 190.037 73 SIEM Platform Included $ - $ - $ - $ - Professional Services(30 Day Onboarding) One-Time Fees $ 2,744.44 $ - $ - $ 2.744.44 AW Security Staff Costs(2-Person CST+24x7 Triage Team) Engineer+Analyst $ - $ - $ $ - Threat Intelligence Costs Included $ - $ - $ - $ - Threat Vul Mgmt-User Training-Phishing Simulations Not Included $ - $ - $ - $ - Total Cost:Arctic Wolf Solution $ 61,282.43 $ 63,221.03 $ 68,278.71 Arctic Wolf vs DIY Notes Year 1 Year 2 Year 3 Total Savings Cost Savings of AW over DIY $ 316,875.57 $ 344,789.61 $ 361,172.78 It 1,022, d)2021 Arctic Wolf Networks,Inc.All rights reserved.I Classification: Confidential . i THE LEADER IN ;ECURITY OPERATIONS AWN Services description & pricing: MDR -Annual Cost - $61,282.43 Click for more • Fully managed and hosted SIEM • External vulnerability scanning • Unlimited log volume and events information • 24x7 monitoring —scan run monthly per second • Named Concierge Security Team • Monthly and quarterly reporting • 90-day standard log retention to augment your team • Ad hoc reports generated at your • Unlimited number of custom rules request • Managed IDS Managed Risk -Annual Cost - $24,830.44 ,, Click for more Quantify Your Cyber Risk External Vulnerability Internal Vulnerability information Posture Assessment Assessment • Comprehensive risk profiling • Asset discovery based on root • Dynamic asset discovery and o IIIIIIIIIIIMIIIMIMMMOMOB • Proactive notifications and domains and IP addresses credential scanning alerts • Automatic IP,domain,sub- • Asset inventory,categorization, • Actionable reporting domain detection notes,and tags Managed Security Awareness -Annual Cost — $9,243.50 Click for more information IT Benefits Employee Engagement More Than Training �...•„„.„,.,.,,.. Fully managed awareness • Friction free user experience • Ongoing microlearning program • Gamification • Integrated phishing simulations • Awareness program coaching • Positive education and • 24x7 account takeover monitoring • Integrates with Active Directory reinfcircement • Performance Analytic,, M V THE LEADER IN EC€1RITY OPERATIONS Port Arthur Pricing Timeline 9.8.22 MDR Price 9.13.22 MDR Price • 475 users • 415 users • 25 servers • 25 servers • 6 Azure servers • 6 Azure servers • 600 0365 mailboxes • 600 0365 mailboxes • 1YR Log Retention • 1YR Log Retention • 6x AWN 200 sensors • 6x AWN 200 sensors • Base Licensing • Base Licensing • Onboarding (one-time fee) • Onboarding (one-time fee) • YR1 Price = $75,310.56 • YR Price = $61,282.43 • $8.60 / Hour for 24x7 support • $6.99 / Hour for 24x7 support A September 14th Incentive Offer Timeline Incident Response Details: $0 IR Retainer Included + $500K Security Warranty Signature Date <09/14/2022 Service Start Date: Sensor Install Date Subscription Start Date: 09/30/2022 Financial INCENTIVES: <August—Port Arthur engaged in solution 9.23.22 Sensors Shipped& discovery with Arctic Wolf team Installed—Service technical 10.03.22 further customizations through CST continue starts July August September October 09.30.22 Fully Onboarded—First Invoice Due <9.14.22 PO Issued to CDWG-Incentives expires A Arctic Wolf Deployment Customer Technical Physical Initial Log Production Onboarding Introduction Readiness Sensor Sources Monitoring Transition to Deployment Review order, Installation Essential Log Intention Block Security Services Process Review and technical Sources Removed documentation Phase 3 defined configured call, acceptance Portal by first sensor CST notified call,CST Registration Define Timeline installed verified for Acceptance Call officially physical sensors expectations Scheduled providing Portal Onboarding Connectivity SaaS apes service, Confirm verified for Walkthrough Portal configured and acceptance Onboarding installed sensors verified ticket dosed. Portal Data Flow Verified for Managed installed sensors Log Search Detection and verified Of Risk(if Ready for log purchased) applicable) sources reviewed -„ - ,. ,i1Y-I"VlaTcP WOW'Networks,Inc.All rights reserved. a �p A THE LEADER IN RATIONS How SPiDRs create a "Concierge Focus" area Detour Ad-Hoc CSTs work with their customers to tailor the Focus using approved off-the-shelf SPiDRs to ensure bespoke outcomes with consistent quality te0 -44 0 - II Comprehensive Focus Customization Focus A Threat Focus S2 A THE LEADER IN k.R, - SPiDR: Firewall Assessme , ,. _ What is it:The goal of the basic firewall assessment SPiDR is to identify quick wins that are low change impact and low effort to the customer.The Concierge Security Team(CST)will go over ingested observations from the firewall to assess positive and negative findings.Then review baseline best practices configuration,including recommendations for mitigating these risks and vulnerabilities. Why it matters:A healthy and properly configured firewall infrastructure can effectively disrupt and detect a wide variety of cyber attacks.If not properly configured,firewalls could easily pass let unauthorized or malicious content pass through the network. Ensure that all firewall log Review Arctic Wolf Review current sources are parsed Platform for firewall customer firewall correctly.If we are not events for the reports and create new receiving logs from any customer.Ensure we customized reports if firewall sources,we will are getting all log needed work with the customer to events as described point their firewall syslog to by the Architecture the Arctic Wolf Sensor. Review SPiDR 1111 If any firewalls are Build summary of findings and configured in high potential customizations that could be availability(HA)pairs, applied to the customer's deployment. -• make note for further +This could include incident's the discussion with customer. customer wishes to suppress. Outcome: • Customer gain awareness of current state of firewall technical controls and access rules. • Recommendations to provide a measure of assurance that firewalls are in accordance with good practices and organization expectation. • Review and check configuration,implementation and practical technical recommendations n2022 Arctw Welt Networks.Inc.All rights reserved.ClassAuahor Public 22