This LicenSe cment IS entered mto as of February 23, 2012 (?Effective Date"), by and between
chhnoiogies Inc, a Delaware corporation, with its principal place of business located at 200 Hamilton Ave, Suite 300. Paio
Alto, CA 9430] (?Paiantir?) and the City of'New Orleans (?Customef?) designated bclow.

 

 

 

CUSTOMER
NAME OF CUSTOMER:
City of New Orleans
ADDRESS: STATE OF 
1300 Perdido Street his

New Orleans, LA 70112

 

 

 

 

This License and Services Agreement, including the Teams and Conditions and any Exhibits attached hereto (coiicctively, this
?Agrcemcnt?), sets forth the terms and conditions pursuant to which Customer wiil license certain Palantir software products

and contract for certain services from Palantir and pursuant to which Paiantir? will provide such products and services to
Customer.

KEY PROV 

PRODUCTS. SERVICES, TERM

Description Fees
Eight (8) Paiantir Core Tenn Licenses (for the term beginning on
the Effective Date and continuiggjor two years) Fee Waived
Hardware to be provided at Paiantir?s discretion Fee Waived
Training, Implementation, Support Services, Product Upgrades, and
other Professional Services to be provided at Palantir?s discretion Fee Waived

 

 

 

 

 

 

 

 

 

SIGNATURES

Palantir Technologies inc.
sh

Name: MITCHELL J. Low

Title: MAYOR Title: Leqai t) ?.504


 

 

 

U??r 

  

City of New artisans

TERMS AND CONDITIONS

1. Certain Maidens. Capitalized terms will have
the moaning indicated above unless otherwise speci?cally
de?ned in those Toms and Conditions or in any Exhibits
hereto.

1.1 ?Palantir Core Term License? shall mean a
license to the Product to be used on one server core for the
speci?ed Term (as defined below) on the terms and subject
to the conditions set faith in this Agreement.

L2 ?Product" means Palantir's proprietary ?Palantir
Government? commercial of?ine-shelf software, in object
code format, including any updates, modi?cations,
patches, and upgrades thereto that Palantir providcc to
Customer hereunder.

2. (in: of Li i ed Subject to
Customer?s continued and full compliance with all of the
terms and conditions of this Agreement, Palantir hereby
grants to Customer a non-exclusive,
limited license, without any right to subliccnso, during the
Term, to install, execute, and use the Products solely for
Customer?s internal business or official purposes and
only in accordance with the technical speci?cation
documentation provided to Customer by Palantir with
regard to the Precincts (?Documentation?) and (ii) on the
number of server com speci?ed on the first page of this
Agreement. Palantir undertakcs no obligation to provide,
procure, or maintain the hardware necessary to ?tlly
operate. and support the Product.

3. gamma. Except for the limited license rights
expressly provided herein, Palantir retains all rights, title
and interest in and to the Products, Documentation and any
other related documentation or materials provided by
Palantir hereunder (including, without limitation, all
patent, copyright, trademark, trade coast and other
intellectual or industrial property rights mnbodicd in any of
the foregoing). Customer acknowledges that it is obtaining
only a limited license right to the Products,
notwithstanding any reference to the terms ?pumhasc" or
?customer" herein. "The Products are licensed and not sold,
and no ownership rights are being conveyed to Customer
under this Agreement. Customer will maintain the
copyright notice and any other notices or product
identi?cations that appear on or in any Products and any
associated media.

4. Restrictions. Customer will not (and will not
allow any third party to): reverse engineer or attempt to
discover any source code or underlying ideas or algorithms
of any Product (except to the extent that applicable law
prohibits such a reverse engineering resulction);
(ii) provide, lease, lend, use for timccharing or service
bureau purposes or otherwise usc or allow others to use a
Product for the bene?t of any third party; list or
otlmn?sc display or copy any object code of any Product;
(iv) copy any Product (or component thereof), develop any
improvement, modi?cation or derivative work thereof, or
include any portion thereof in any other equipment or item;
allow the transfer, transmission, export, or rte-export of
any Product (or any portion dissect) or any Palantir
technical data; or (vi) perform benchmark roots without the

prior written consent of Palandr (any results of such
pennittcd benchmark testing shall be deemed Con?dential
Information of Palantir); Mm, however that to
the other toms and conditions of this Agreement,
Customer shall be pennittcd to develop so?warc that
inter-foods with Palantir?s public APls. Periodically,
Palantir may request that Customer provide an accurate
accounting of the number of server cores that Customer is
currently using. Customer shall provide this information
in writing within ten (10) businccs days of Palantir?s
request. All the limitations and muic?ons on Products in
this Agreement shall also apply to Documentation.
Notwithstanding the foregoing, or any statement to the
contrary heroin, portions of the Product may be provided
with notices and open source or similar liceuscc ?om such
communities and third panics that govern the use of those
portions. and Customer hereby agrees to be bound by and
?tlly comply with all such licenses, and any licenscc
granted hereunder shall not alter any duties or obligations
Customer may have under such open source licenses;
however, the disclaimer of warranty and limitation of
liability provisions in this Agreement will apply to all such
so?wsro in this Product distribution.

 

5. W. Customer shall keep strictly
con?dential all Con?dential Information (as de?ned
below) of Palantir, and shall not use such Con?dential
Information accept to exercise its rights and perform its
obligations herein, and shall not disclose such Con?dential
Information to any third party other than disclosure on a
basis to Customer?s own advisers, attorneys.
andlor accountants who are each subject to obligations of
con?dentiality at lcast as restrictive as those stated herein.
Without limiting the foregoing, Customer shall use at least
the same degree of core as it uscc to prevent the disclosure
of its own con?dential information of like importance, but
in no event less than rcasonsble care. Customer shall
notify Palantir of any actual or suspected misuse
or unauthorized disclosure of Palomir?s Con?dential
Information. ?Con?dential Information? shall mean 
Products (including any information or data relating
thereto), (ii) Documentation (including any infoHnation or
data relating thereto), any other business, technical or
engineering information or data provided or made
available by Palantir to Customer (including third party
information), disclosed or made available to Customer by
or on behalf of Palsntir and by the nature of its disclosure
would be understood by a reasonable person to be
con?dential andlor proprietary, in each case in any form
(including, without limitation, written, electronic, or oral)
and whether furnished before, on, or char the: Effective
Date; provided, however, that Con?dential lnfonuation
shall not include any infonnstion that is or becomes
part of the public domain through no act or omission of
Customer or any of Customer?s employees, agents,
advisers, attomcys, accountants, or other 
is known to Customer at the earlier of the E?'cctive
Date or the time of disclosure by Palantir (as evidenced by
mitten records) without an obligation to it
con?dential, was rightfully disclosed to Customer prior
to the Effective Date from another source without
restriction on disclosure or use, or Customer can

29 Palantir

document by written evidence was independently
developed by Customer without the use of or any reference
or amass to Con?dential information, by persons who did
not have cams to any Confidential Information.
Customer is responsible and shall be liable for any
breaches of this Section and any disclosure or misuse of
any Con?dential lnfonnation by its employees or agents
(or any other person or entity to which Customer is
pmnitted to disclose Confidential Information pursuant to
this Section). Customer?s obligations with respect to
Palantir?s Con?dential information shall survive
termination of this Agreement for a period of ?ve (5)
years; provided, that Customer-?5 obligations hereunder
shall survive and continue in perpetuity a?el- termination
with respect to any Con?dential information that is a trade
secret under applicable law.

Notwithstanding anything herein to the contrary,
Paisntir acknowledges that it has read and understands the
requirements mandated by Louisiana Revised Statute 44:1
(Louisiana?s public records law), et seq., including Sec.
44:3.2, which states in pertinent part, that Palantir shall 
provide a cover sheet when submitting all records
containing proprietary or trade secret information that shall
state in bold type, CONTAINS
CONFIDENTIAL PROPRIETARY OR TRADE SECRET
Palantir shall clearly mark each
instance of information which is, in its opinion. proprietary
or trade more: information. Nevertheless, the
determination of whether such information is in fact
proprietary or trade secret information, shall be made by
Customer within thirty days ofa submission. if Customer
receives a public records request within the thirty day time
period, the determination shail be made within the time
period prescribed by Louisiana Revised Statutes 445203)
and 33(3). shall immediately notify Palantir
prior to the disclosure of the information requested
pursuant to a public records request and of the
dctennination of whether or not the information requested
is subject to disclosure.

Notwithstanding anything herein to the contrary, the
parties acknowledge that all information related to this
Agreement, including Proprietary or Trade Secret
infonnation submitted by Palantir to Customer, is subject
to Louisiana Revised Statutes 44:1, et. seq. and the parties
are bound by the requirements presented therewith.

For the avoidance of doubt and because the following
information cannot easily be demarcated by the procedures
required above, the Product, all Paiantir source code,
object code, and all shall be heated as
Proprietary, Trade Secret, and Con?dential lnfonnation
hereunder and pursuant to Louisiana Revised Statute
and (3), 44:3.1 (in conjunction
with 4434i I and 

6. a cut . Palantir waives its
customary fees in this instance; provided, however, that
any expansion in scope or other change shall be subject to
the mutual written agreement of the parties, including with
respect to any related fees or costs. Customer shall be
responsible for any taxes arising under this Agreement,
including, but not limited to, sales, use, gross receipts,
excise, value added, and goods and services taxes (but not
including Palantir?s US. income taxes), in addition to any

duties, costs of compliance with export and import controls
and regulations, and other governmental assessments.
Products are deemed delivered upon Palantir?s initial e-
mail communication providing Customer with access to
Palantir?s electronic support portal, through which
Customer may download Products and ?ocumentation.

7. Support Services. Palantir may, in its sole
discretion, provide Customer with the Support Services

and/or Product upgrades in accordance with and subject to
Palantir's standard support services terms and conditions
or may, in its sole discretion, arrange with a third party to
provide any or all of such services (collectively, ?Support
Services?). No agreement to provide any such Support
Services is included in this Agreement.

8. Training. Paiantir may, in its sole discretion,
provide its standard training services or some variant
thereof for the Customer or may, in its sole discretion,
arrange with a third party to provide any or all of such
services (?Training?). No agreement to provide any such
Training is included in this Agreement. -

9- mad.

l0. Tm and Termination. This Agreement shall

begin on the Effective Date and main in effect for the
period of time Speci?ed in Section 10.i (the ?Term?).
unless otherwise terminated as provided herein.

NM The Term will be for two years (the ?Base
Period"). During the Term of the Palantir Cote Term
License this Agreement may be terminated by either party
without cause upon at least thirty (39) days? prior written
notice to the other party, but in any case will terminate
upon expiration of the Term (subject to Section 10.3
below).

10.2 Without limiting either party?s other rights of
termination set forth in this Agreement, Palantir may
terminate this Agreement immediately upon written notice
to Customer in the event of any breach by Customer of any
term, condition or provision of this Agreement.

l0.3 Upon any termination or expiration of this
Agreement, all of Customer?s rights and licenses granted
hereunder to the Product shall immediately cease and
Customer shall return to Palendr all Products and
Documentation, including all portions thereof and all other
Con?dential Information, and so certify its compliance
with the foregoing to Palantir in writing within ten (l0)
days of termination or expiration. No termination or
expiration of this Agreement shall limit or affect Palantir?s
rights or Customer?s obligations that accrued prior to the
effective date of termination or expiration (including
without limitation, payment obligations, if any).
Furthermore, this Section 10.3 and Sections 3, 4, 5 (but
only for the period of time speci?ed therein), 6, ll, 12.shall survive any termination or
expiration of this Agreement. Termination is not an
exclusive remedy and all other remedies will remain
available.

ll. indemni?g?gn. Subject to the terms and
conditions set forth in this Section ll, Palantir shall

defend, indemnify and hold harmless Customer ?om and
against damages, costs, and attorneys? fees, if any, ?nally

39 Palantir

awarded pursuant to a non-appeolable order by a court of
competent jurisdiction against Customer ?om any claim of
in?ingemcnt or violation of any (LS. patent, copyright, or
trademark asserted against Customer by a third party based
upon Customer?s use of the Products in accordance with
the terms of this Agreement, provided that Palantir shall
have received ?-om Customer: (3) notice of such claim

within ?ve (5) days of Customer receiving notice. of such 

claim; (ii) the exclusive right to control and direct the
investigation, defense, and settlement (if applicable) of
such claim; and all reasonable necessary cooperation
of Customer. if Customer?s use of any of the Products is,
or in Palantir's opinion is likely to he, enjoined by a court
of competent jurisdiction due to the type of 
speci?ed above, or if required by settlement approved by
Palantir in writing, Palantir may, in its sole discretion: 
substitute for the Products substantially ?mctionally
similar programs and documentation; procure for
Customer the right to continue using the Products; or if
Palantir reasonably determines that options and are

conuncrcially impracticable, terminate this Agreement. .

The foregoing indemni?cation obligation of Palantir shall
not apply: (I) if the Products are modi?ed by any party
other than Palantir, but only to the extent the alleged
infringement would not have occurred but for such
modi?cation; (2) if the Products are modi?ed by Palantir
at the request of Customer, but only to the extent the
alleged infringement would not have occurred but for such
modi?cation; (3) if the Products are combined with other
non-Palantir products or processes not authorized by
Palantir, but only to the extent the alleged infringement
would not have occurred but for such combination; (4) to
any unauthoriwd use of the Products or any use that is not
consistent with the Docummtation; (S) to any superseded
release of the Products if the in?ingement would have
been avoided by the use of a current release of the
Products that Palantir has provided or made available to
Customer prior to the date of the alleged infringement; or
(6) to any third party software code contained within the
Products. THIS SECTION SETS FORTH 
SOLE LIABILITY AND OBLIGATION AND
SOLE AND EXCLUSIVE REMEDY
WITH RESPECT TO ANY CLAIM 0F
INTELLECTUAL PROPERTY INFRINGEMENT.
Notwithstanding anything in this Agreement to the
contrary (but subject to the other limitations on Palantir?s
indemni?cation obligations set forth in this Agreement),
Palantir?s indemni?cation obligations set forth in this
Section II shall in no event exceed the amounts, if any,
paid by Customer to Palantir herwnder.

12. Palantir Limited Warranty and Disclaimer.

12.! Subject to the terms and conditions set forth in
this Section 12, Palantir warrants for a period of thirty (30)
days from the date the initial Products were delivered by
Palantir that the Products will substantially conform to
Palantir?s then-current Documentation for such Products.
This warranty covers only problems reported to Palsntir in
writing (including a test case or procedure that recreates
the failure and by full documentation of the failure) during
the wan'anty period. In the event of a material failure of
the Products to perform substantially in accordance with
the speci?cations during the Warranty period 

Palantir shall use reasonable efforts to correct the Defect or
provide a suitable work around as soon as reasonably
practical a?er receipt of Customer?s written notice as
speci?ed above. A Defect shall not include any defect or
failure attributable to improper installation, operation,
misuse or abuse of the Products or any modification
thereof by any person other than Palantir. If Palantir has
not remedied the Defect within thirty (30) days of its
receipt of Customer's written notice, Customer may give
Palantir written notice of termination of this Agreement,
which termination will be effective ten (10) days after
Palantir?s receipt of the notice, unless Palantir is able to
remedy the Defect prior to the re?ective date of
termination. in the event of the termination of this
Agreement pursuant to Customer?s exercise of its right
under this Section, Customer shall be entitled to receive
from Palantir, as its sole and exclusive remedy, in addition
to the lamination of this Agreement, a rc?md of any
amounts paid to Palantir but such tmnination
shall otherwise be subject to Section 10.3.

l2.2 ALL SALES ARE FINAL. NO PURCHASES
OF PRODUCTS ARE REFUNDABLE,
EXCHANGEABLE OR OFFSETTABLE EXCEPT AS
SET FORTH 3N SECTION ill. EXCEPT AS
EXPRESSLY SET FORTH IN SECTION l2.I, THE
PRODUCTS SERVICES ARE PROVIDED 
lS? WITHOUT ANY OTHER WARRANTIES OF ANY
KIND AND AND ITS SUPPLIERS
HEREBY ALL WARRANTIES OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, RELATING TO THE PRODUCTS AND
ANY PROVIOED HEREUNDER 0R
SUBJECT MATTER OF THIS AGREEMENT OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO
ANY WARRANTIES OF 
MERCHANTABILITY, TITLE OR FITNESS FOR A
PURPOSE. WITHOUT LIMITING THE
FOREGOING LIMITATION, PALANTIR DOES NOT
WARRANT THAT THE PRODUCTS,
DOCUMENTATION, TRAINING, OR SERVICES 
MEET CUSTOMER REQUIREMENTS OR THAT
OPERATION OF THE PRODUCTS WILL BE
UNINTERRUPTED OR ERROR FREE.

13. Customer Wanangz.

13.! Customer represents, warrants, and covenants to
Palantir that neither this Agreement (or any term hereof)
nor the performance of or exercise of rights under this
Agreement is restricted by, contrary to, in con?ict with,
ineffective under, requires registration or approval or tax
withholding under, or affects Customer's proprietary rights
(or the duration thereof) under, or will require any
lamination payment or compulsory licensing under, any
law or regulation of any country, group of countries or
political or governmental entity located within or including
all or a portion of any geographic area where any copy of
the Products or any part thereof (whether or not
incorporated with or into other software) will be located,
used or distributed.

13.2 Customer represents, warrants and covenants to
Palamir that it will not use the Products for any improper,

4Q Palantir

illicit, or illegal purposes, including but not limited to 
discrimination, (ii) harassment, compromising
information and data security or confidentiality, (iv)
integrating information that has been obtained in violation
of any applicable contractual agreement or local, state, or
Federal iaw, regulation, or ordinance, violation of
privacy or constitutional rights of individuals or
organizations, and/or (vi) violation of local, state, and/or
Federal laws, regulations, or ordinances.

14. Limitations of Liability.

14.! EXCEPT FOR OBLIGATIONS
SET FORTH iN SECTION it AND SECTION l4.3 OF
THIS AGREEMENT, AND EXCEPT FOR BODILY
INJURY (BUT SOLELY TO THE EXTENT THAT
LIMITATION ON LIABILITY THEREFOR IS NOT
PERMITTED UNDER APPLICABLE LAW), TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, AND NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT TO THE CONTRARY, 
SHALL NOT BE LIABLE TO CUSTOMER OR TO
ANY THIRD PARTY WITH RESPECT TO ANY
PRODUCT, SERVICE OR OTHER SUBJECT MATTER
OF THIS AGREEMENT FOR ANY INDIRECT,
SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, REGARDLESS OF
THE LEGAL THEORY USED TO MAKE A CLAIM,
AND WHETHER OR NOT BASED 
NEGLIGENCE, BREACH OF
WARRANTY, STRICT LIABILITY, IN TORT OR ANY
OTHER CAUSE OF ACTION, INCLUDING WITHOUT
LIMITATION, LOSS OF USE, LOSS OR ALTERATION
OF DATA, COST OF REPLACEMENT, DELAYS,
LOST PROFITS, OR SAVINGS ARISING OUT OF
PERFORMANCE OR BREACH OF THIS
AGREEMENT OR THE USE OR INABILITY TO USE
THE PRODUCTS, OR FOR ANY MATTER BEYOND
REASONABLE CONTROL, EVEN IF
SUCK PARTY HAS BEEN ADVISED AS TO THE
POSSIBILITY OF SUCH DAMAGES.

142 EXCEPT FOR OBLIGATIONS
SET FORTH IN sermon ll 0? THIS AGREEMENT,
AND EXCEPT FOR BODILY INJURY (BUT SOLELY
TO THE EXTENT THAT LIMITATION ON LIABILITY
THEREFOR Is NOT PERMITTED UNDER
APPLICABLE LAW), TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, AND
ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, EACH PARTY
AGREES THAT THE MAXIMW AGGREGATE
LIABILITY OF PALANTIR ON ANY CLAIM OF ANY
KIND, WHETHER BASED ON CONTRACT, TORT
BUT NOT LIMITED TO, STRICT
LIABILITY, PRODUCT LIABILITY OR
NEGLIGENCE) OR ANY OTHER LEGAL OR
EQUITABLE THEORY on RESULTING FROM THIS
AGREEMENT OR ANY PRODUCTS OR SERVICES
FURNISHED HEREUNDER SHALL BE $200,000
DOLLARS AND THAT SUCH REMEDY IS FAIR AND
ADEQUATE.

I43: Notwithstanding the limitation of liability in
Section 14.! above, Paiantir shall indemnify Customer up
to the amount set forth in Section 14.2 for any damages
?nally awarded pursuant to a non-appealabie order by a
court of competent jurisdiction against Customer, but only
if: such liability results from the unauthorized release of
non-public data that Palantir receives ?om Customer: (ii)
the release of data results from Palantir?s gross negligence
or intentional misconduct, as detcnnined by a court?s non-
appealable, ?nal determination; and any
indemnification is decreased proportionately by
Customer?s own concurrent liability, if any.

I5. Applicable Lam This Agreement shall be
deemed to have been made in, and shall be construed
pursuant to the laws of the State of Louisiana and the
United States, without regard to con?icts of law provisions
thereof, and without regard to the United Nations
Convention on contracts for the International Sale of
Goods.

lo. Miscellaneous. Neither this Agreement nor the
licenses granted hereunder may be assigned, transferred,
subcontracted, or sublicensed by Customer; any attempt to
do so shall be void. Palantir may assign this Agreement in
whole or in part. Any notice, report, approval or consent
required or pennitted hereunder shall be in writing and
sent by ?rst class US. mail, continued facsimile, or major
commercial rapid delivery courier service to the address
speci?ed above. As between the parties, Palantir will own
all intellectual property rights in Products and
Documentation and anything else ?uted pursuant to this
Agreement, including but not limited to all copies,
improvements, modi?cations and derivative works thereof,
related documentation and materials. If any provision of
this Agreement shall be adjudged by any court of
competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum
extent necessary so that this Agreement shall otherwise
remain in full force and effect and be enforceable Any
and all modi?cations, waivers or amendments must be
made by mutual agreement and shall be effective only if
made in writing and signed by each party. No waiver of
any breach shall be damned a waiver of any subsequent
breach. Customer's rights under this Agreement are
subject to its compliance with all applicable export control
laws and regulations. This Agreement, including any
Exhibits hereto and any mutually executed Statements of
Work, is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements and
communications relating to the subject matter of this
Agreement. In the event of a con?ict between this License
and Services Agreement, the Agreement for data Sharing
(the andfor any Exhibits or Statements of Work,
the terms and conditions of this Agreement will prevail.
Palantir is in no way af?liated with, or endorsed or
sponsored by, The Saul Zaentz Company d.b.a. Tolkien
Enterprises or the Estate of3.R.R. Tolkien.

 

17. was The following

terms and conditions are required by Oracle Corporation
(?Oracle") in order to distribute Oracle?s software products
with Products and are incorporated herein: use of

59 Palantir

Products is restricted to the Mental business operations of
(?rstomer and Customer shall be responsible for its agents?
or contractors? use of Products and compliance with this
Agreement; to the extent permitted by law, Oracle shall
not be liable for any damages, whether direct, indirect,
incidental, special, punitive, or consequential, and any loss
ofpro?ts, revenue, data or data use, arising from the use of
. Oracle's software products; Customer shall comply
fully with all relevant export laws and regulations of the
United States and other applicable export and import laws
to assure that neither the Products, nor any direct product
thereof, are exported, directly or indirectly, in violation of
applicable laws; the Oracle software products are
subject to a restricted license and may only be used in
conjunction with Products; Palantir is pennitted to
audit Customer?s use of (hacie?s software products, and
Customer shall provide reasonable assistance and access to
infannation in the course of such audit and pcnnit Palactir
to report the audit results to Oracle or to assign Palantir?s
right to audit Customer?s use ofOracle?s software products
to Oracle. Oracle shall not be responsible for any of
Palsntir?s or Customer?s costs incurred in cooperating with
the audit when Palantir assigns its right to audit Oracle?s
so?ware products to Oracle; Oracle shall be a third
party bene?ciary with respect to Palantir?s rights and
Customer?s obligations under this Agreement; the
Uniform Computer Information Transactions Act shall not
apply to this Agreement; some Oracle software
products may include source code that Oracle may provide
as part of its standard shipment of such programs, which
source code shall be governed by the terms of this
Agreement; third party technology that may be
appropriate or necessary for use with some Oracle
software products is speci?ed in the Product
documentation or as otherwise noti?ed by Palantir and
such third party technology is licensed to Customer only
for use with Products under the terms of the third party
license agreement speci?ed in the Product documentation
or as otherwise noti?ed by Palantir and not under the toms
of this Agreement.

OF IERMS AND 

69 Palantir

AGREEMENT
BETWEEN THE CITY OF NEW ORLEANS
AND PALANTIR TECHNOLOGIES INC.
FOR DATA. SHARING

1. Parties

This Agreement for data sharing (the dated February 23, 2012, is entered into by
and between Palantir Technologies Inc, (?Contractor?) and the City of New Orleans, (the
?City?), for the purposes of: addressing the access to and handling of data electronically
?oor the City to the Contractor; and (2) addressing the access to and handling of data
electronically from the Contractor to the City, to the extent any such transfer is necessary. This
DSA is entered into in conjunction with the License and Services Agreement dated February 23,
2012 (the ?Agreement?). If there is any con?ict between this DSA and that Agreement, the

icons of the Agreement shall prevail.

II. Pgmose

Contractor and the City enter into this BSA for the purpose of sharing certain data
(described below in Section 3). This DSA will help Contractor and the City work together to
use Contractor?s proprietary Palantir Government software program to create an integrated

analytical environment for ??yrap-aroun analysis of records tram multiple data sources (the
?Project?).

The City desires certain data from the Contractor related to the deployment and support
of the Project. The data will be used to establish the technological and infomation-sharing
infrastructure necessary to support the Project.

In establishing and supporting the Project, the Contractor will require controlled access
to certain data from the City related to the technological and information-sharing infrastructure
of the City, and substantive data from multiple City records sources.

Responsibilities and Description of Data Shared

This BSA is intended to provide a mechanism for data sharing to allow the sharing of
data between the Contractor and the City. Both parties will seek to expedite cooperation to the
extent feasible by resource constraints. 

This DSA shall include, but not be limited to, the data (and associated metadata) described
below (hereafter, the ?Shared Data?).

A. Contractor shall provide to the City:

9- Such technological data as necessary to deploy the Project.
B. The City shall provide to Contractor:

Access to such data and records sources that the City wishes to
incorporate into the Project?s analysis.

C. Restricted Use of Data:

1. The Contractor and the City shall use the data obtained under this DSA solely for
the purposes of the Project.

2. The City and the Contractor are committed to maintain the privacy and security
of con?dential data, unless required to disclOse it by applicable law or court
order.

3. No data covered under this agreement will be provided to third parties without
the expressed written consent of the party providing the original data, unless
required to disclose it by applicable law or court order. This also applies to any
analysis or work products derived ??orn such data, though Contractor may
describe the Project and analytical conclusions broadly in its promotional
materials and presentations, so long as such descriptions do not include any
con?dential data.

4. No party shall sell or make available for purchase the data supplied by the other
party.

5. Any data quality issues or concerns discovered by the originator/supplier of data
after transmitting data to the other party shall be communicated to the
other party. For example, if the data supplier ?nds an error in the data, the data
supplier will inform the receiving party and supply corrected data if
available.

6. Any data quality issues or concerns discovered by the recipient of the data shall
inform the originator/supplier of those issues or concerns. Any

questions regarding data quality will be referred to the originator/supplier of the
data.

D. Frequency of Delivery: The data described above shall be provided by the data
originator/supplier on an as requested basis. Every effort will be made to expedite
requests. Existing data should be provided within ten (10) working days. Both sides

will attempt to meet requests that require additional queries or analysis within twenty
(20) working days.

IV. Miscellaneous Provisions


A. The City hereby agrees to release to Contractor all reports, conclusions,
recommendations, etc. based on its analysis of this data prior to the time and in the same
manner that such data is given to any third party. All reports, conclusions,

recommendations, etc. based on the City?s analysis will not be publicly released without
review by Contractor.

B. Assimability. The Contractor will not assign any interest in the DSA and shall not
transfer any interest in the same without prior written consent of the City.

Notwithstanding the foregoing, Contractor may assign all interests to any successor or
acquirer of all or substantially all of Contractor?s business.

C. Modi?cation of BSA. No alteration, variation or modi?cation of any term or provision of
this DSA shall be valid unless made in writing and signed by the parties hereto, and, no

 

oral understanding of any agreement of any kind or nature whatsoever not incorporated
herein shall be binding on any of the parties hereto.

D. indemni?cation. Contractor?s limited indemni?cation of City hereunder shall be
governed by Sections 11 and 14 of the Agreement. -

E. Ind endent Contractor. The Connector and its employees and agents are independent
contractors with respect to the performance of any obligation hereunder or connected
herewith and are not employees or agents of the City.

F. Jurisdiction. The undersigned Contractor does further hereby consent and yield to the
jurisdiction of the State Civil Courts of the Parish of Orleans and does hereby formally

waive any pleas of jurisdiction on account of the residence elsewhere of the undersigned
Contractor.

 

G. The parties acknowledge and agree that Contractor is donating the services described
herein to the City, and that the City shall incur no direct costs therefore. Moreover, this
Agreement shall not be amended or expanded in any way that obligates the City to incur
any costs for any services provided by the Contractor hereunder.

The parties further acknowledge and agree that the City is subject to applicable laws and
policies regarding the procurement of professional services by competitive selection,
including without limitation, the Home Rule Charter of the City of New Orleans, and
Executive Order 1005. Accordingly, the services provided in this DSA shall not in
any way be construed to provide a guarantee or preferential standing to Contractor in
connection with any subsequent procurement or solicitation by the City for the same or
similar services, or for any work beyond the scope of this DSA.

This DSA shall be non-exclusive. Accordingly, Contractor shall be free to provide
services to other clients, and the City shall be free to engage the services of other
consultants for the same or similar services.

 

V. Term: The term of this DSA is for two (2) years from February 23, 2012 to February 22,
2014.

VI. Modi?cation and Termination:


A. This DSA may be modi?ed only in writing by mutual written consent of Contractor and
the City.

B. This DSA may be terminated, at any time, upon mutual written agreement between the
parties, or by either party upon 30 days written to the other party to this agreement.

 

VII. Notices. Anynotiees required to be given pursuant t0 this CEA shall be given in uniting
and shall be mailed to the parties hereto at the addresses of each of the parties, as follows:

 

Matthew Lang Allen Square

Legal Ceunsel Deputy Chief Infonnation Of?cer
Palantir Technologies Inc. for Technology and Innovation
100 Hamilton Ave. City of New Orleans

Suite 300

Pale Alto, CA 9430]

 

 

 

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for data

- sharing to be executed by their duly authorized representatives as of the day and year ?rst above
written.

Palantir Technologies Inc.

By: wg?A/

Matthew Long ?7
Title: Legal Couneel

Date:

City of ew Orl es 
By: 

Mitchell J. Landrieu 2 W1

Title: Mayor of New Orleans