U7. 45/3 AMENDMENT NO. 3 TO DATA SHARING AGREEMENT AND LICENSE AND SERVICES AGREEMENT BETWEEN CITY OF NEW ORLEANS AND PALANTIR TECHNOLOGIES INC. THIS AMENDMENT is made and entered into this 033313; of 2017, by and between the City of New Orleans, represented by Mitchell J. Landrieu, Mayor (the ?City?), and Palantir Technologies Inc, represented by its duly authorized representative, Matthew Long (the ?Contractor"). The City and the Contractor are sometimes collectively referred to as the ?Parties.? The Amendment is effective as of February 22, 2017 (the ?Effective Date"). WHEREAS, on February 23, 2012, the City and the Contractor entered into that certain License and Services Agreement for the purpose of setting the terms and conditions under which the Contractor agreed to license certain of the Contractor?s so?ware products and provide certain services to the City for a period of two (2) years WHEREAS, in ?irtherance of and in connection with the LSA, the City and the Contractor also entered into that certain Data Sharing Agreement on February 23, 2012 for the purposes of 1) addressing the access to and handling of data electronically from the City to the Contractor; and 2) addressing the access to and handling of data from the Contractor to the City, to the extent any such transfer is necessary WHEREAS, on March 31, 2014, the City and the Contractor executed the Amendment No. 1 to Data Sharing Agreement and License and Services Agreement (?First Amendment?) to extend the terms of both the LSA and DSA (collectively ?the Agreements?) for an additional two (2) years, through February 21, 2016; WHEREAS, on May 16, 2016, the City and the Contractor executed the Amendment No. 2 to Data Sharing Agreement and License and Services Agreement (?Second Amendment?) to extend the terms of both the LSA and BSA (collectively ?the Agreements?) for an additional one (1) year, through February 21, 2017; WHEREAS, the City and the Contractor, each having the authority to do so, desire to execute this Third Amendment to continue the services set forth in each of the LSA and DSA (collectively ?the Agreements") and extend the terms of each of the Agreements for an additional one (1) year, through February 21, 2018. NOW THEREFORE, for good and valuable consideration, the City and the Contractor hereby amend the Agreements as follows: 1. Term: The Agreements are hereby extended for an additional one (1) year, through February 21, 2018. 2. Audit And Oversight: The Contractor agrees to abide by all provisions of City Code 1120, including but not limited to City Code which requires the Contractor to provide the Of?ce of Inspector General with documents and information as requested. Failure to comply with such requests shall constitute a material breach of the Agreements, as amended. In signing this Amendment, the Contractor agrees that it is Amendment No. 3 to License and Services Agreement and Data Sharing Agreement Page 1 of 3 City of New Orleans and Palantir Technologies Inc. kl'7-453 subject to the jurisdiction of the Orleans Parish Civil District Court for purposes of challenging a subpoena. 3. Enriched Fcl? Provision: The Contractor swears that it complies with Section 2-8 of the Code of the City of New Orleans. No Contractor principal, member, or of?cer has, within the preceding ?ve years, been convicted of, or pled guilty to, a felony under state or federal statutes for embezzlement, theft of public ?inds, bribery, or falsi?cation or destruction of public records. 4. Non-Solicitation Statement: The Contractor swears that it has not employed or retained any company or person, other than a bona ?de employee working solely for him, to solicit or secure the Agreements, or any amendment thereto. The Contractor has not paid or agreed to pay in person, other than a bona ?de employee working for him, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the Agreements, or any amendment thereto. 5. Prior Terms Binding. Except as otherwise provided by this Amendment, the terms and conditions of the Agreement remain in full force and effect. 6. Governing Law: Notwithstanding any provision to the contrary in the Agreements, the Agreements, as amended, shall be construed and enforced in accordance with the laws of the State of Louisiana, without regard to its con?ict of laws provisions. 7. J_tt_ri?dlction and Venue: Notwithstanding any provision to the contrary in the Agreements, the Contractor consents and yields to the jurisdiction of the State Civil Courts of the Parish of Orleans and formally waives any pleas or exceptions of jurisdiction on account of the residence of the Contractor. 8. Non-Waiver: Except as otherwise provided by this Amendment, the terms and conditions of the Agreements, as amended, remain in full force and effect. 9. Electronic Signature and Dclivcgy. The Parties agree that a manually signed copy of this Amendment and any other document(s) attached to this Amendment delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. No legally binding obligation shall be created with respect to a party until such party has delivered or caused to be delivered a manually signed copy of this Agreement. [The remainder of this page is intentionally left blank] CONTAINED ON NEXT Amendment No. 3 to License and Services Agreement and Data Sharing Agreement Page 2 of 3 City ochw Orleans and Pulantir Technologies Inc. C17120264: kl 7-453 IN WITNESS WHEREOF, the City and the Contractor, through their duly authorized representatives, execute this Amendment. ?r harem. Won FORM AND LEGALITY APPROVED: Law Department NR Printed Name: PALANTIR TECHNOLOGIES INC. BY: MATTHEW LONG CORPORATE TAX ID. Amendment No. 3 to License and Services Agreement and Data Sharing Agreement Page 3 of 3 City of New Orleans and Palantir Technologies Inc. 07120264; kl7-453