HomeMy WebLinkAboutE-6 Staff Report- Request to purchase Palo Alto FirewallCONSENT ITEM
E-6
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: MIKE GUADAGNINO, DIRECTOR OF INFORMATION TECHNOLOGY
DATE: APRIL7, 2025
SUBJECT: APPROVE PURCHASE OF PALO ALTO NETWORKS PA-3430 NEXT
GENERATION FIREWALL FROM DIGITAL SCEPTER
BACKGROUND:
The City utilizes hardware firewalls to protect our data and voice networks from unauthorized access and
malicious traffic. For more than a decade we’ve successfully utilized our current hardware to secure our
network, however, due to the growing complexity and frequency of cyber-attacks, there is a critical need
to replace our existing firewall with a more powerful and feature-rich enterprise-grade device. This
upgrade will enhance our overall cybersecurity infrastructure as it offers superior threat detection and
prevention compared to our current hardware. Palo Alto Networks is also widely considered to set the
industry standard for customer support through advanced technical expertise and rapid response.
RECOMMENDATIONS:
Staff recommends that the City Council take the following actions:
1.Waive the competitive bidding process as authorized under Azusa Municipal Code section 2-
517(38) Solicitation and Bidding exceptions; Computers, Computer Components; and
2.Approve the purchase of two (2) Palo Alto Networks PA-3430 Firewalls with 1 Year Core
Security and Global Protect Subscription, Premium Support and Professional Services for a
total of $239,514.60.
ANALYSIS:
The City’s Information Technology Department considers adherence to cybersecurity best practices as a
top priority. As such, we are committed to the continuous evaluation of the technology and methods we
employ to accomplish this goal. While our current firewall has served us well, it is our determination that
this upgrade is necessary to meet the new challenges of a rapidly evolving threat landscape and
increasingly sophisticated cyber-attacks. We believe that our current hardware lacks many of the advanced
Approved
City Council
April 7, 2025
Request to approve purchase of Palo Alto
April 7, 2025
Page 2
features required to detect and defend against malicious attacks on the City’s network including highly
targeted assets such as our electric and water infrastructure.
Additionally, IT staff has been increasingly disappointed by the customer support offered by our current
vendor. Palo Alto Networks not only has an excellent reputation when it comes to their hardware, but they
are known for their exceptional customer support.
In addition to the hardware and software, this proposal includes professional services from Palo Alto
Networks for migration assistance and training.
FISCAL IMPACT:
Funding for this request is included in the FY2024-25 approved budget under the Information Technology
Accounts #4849930000-7142 ($119,757.30) and #4849942000-7142 ($119,757.30) for a total of
$239,514.60
Prepared by: Reviewed and Approved by:
Mike Guadagnino Sergio Gonzalez
Director of Information Technology City Manager
Attachment:
1) Digital Scepter quote
2) Digital Scepter SOW
Quote
Quote Number: 8487
Payment Terms:
Expiration Date: 03/16/2024
Quote Prepared For Quote Prepared By
Felix Perez
City of Azusa -
213 E FOOTHILL BOULEVARD
Azusa, CA 91702
United States
Phone:949-836-3351
Felix.Perez@azusaca.gov
Matt Caponera
Digital Scepter
29970 Technology Drive Suite# 122B
Murrieta, CA 92563
United States
Phone:(949) 702-0405
Fax:
matt@digitalscepter.com
Item#Quantity Item Unit Price Unit
Discount
Adjusted
Unit Price
Extended
Price
One-Time Items
1)11 PAN-SFP-SX
Palo Alto Networks:SFP form factor, SX 1Gb optical
transceiver, 550m reach on OM2 MMF, duplex LC, IEEE
802.3z 1000BASE-SX compliant
$530.00 $132.50 $397.50 $4,372.50
2)1 PAN-SFP-PLUS-CU-5M
Palo Alto Networks:SFP+ form factor, 10Gb direct attach
twin-ax passive cable with 2 transceiver ends and 5m of
cable permanently bonded as an assembly, IEEE 802.3ae
10GBASE-CR compliant
$530.00 $132.50 $397.50 $397.50
3)2 PAN-PA-3430-BND-CORESEC
Palo Alto Networks:PA-3430, Core Security Subscription
Bundle (Advanced Threat Prevention, Advanced URL
Filtering, Advanced Wildfire, DNS Security and SD-WAN ),
1YR
$46,081.00 $11,520.25 $34,560.75 $69,121.50
4)2 PAN-SVC-PREMUSG-3430
Palo Alto Networks:For US Government accounts only.
Premium support year 1, PA-3430
$12,288.00 $1,228.80 $11,059.20 $22,118.40
5)2 PAN-PA-3430
Palo Alto Networks:Palo Alto Networks PA-3430
$55,650.00 $16,695.00 $38,955.00 $77,910.00
6)2 PAN-PA-3430-GP-HA2
PA-3430, GlobalProtect subscription, for one (1) device in
an HA pair, 1 year (12 months) term.
$10,080.00 $2,520.00 $7,560.00 $15,120.00
7)1 DS-SERV
Professional services outlined in SOW
$42,000.00 $42,000.00 $42,000.00
One-Time Total $231,039.90
CONFIDENTIAL and intended for the recipient listed on this quote. Customer responsible for any applicable sales tax or expedited
freight. View terms of sale at https://digitalscepter.com/terms/ Professional Services require an advanced payment and a signed
statement of work to schedule. Payment for hardware, subscriptions and support due NET 30 on approved credit. TO ORDER
PLEASE EMAIL PO TO ORDERS@DIGITALSCEPTER.COM
1
Item#Quantity Item Unit Price Unit
Discount
Adjusted
Unit Price
Extended
Price
NASPO CONTRACT #AR3229 Subtotal $231,039.90
Total Taxes $8,474.70
Total $239,514.60
CONFIDENTIAL and intended for the recipient listed on this quote. Customer responsible for any applicable sales tax or expedited
freight. View terms of sale at https://digitalscepter.com/terms/ Professional Services require an advanced payment and a signed
statement of work to schedule. Payment for hardware, subscriptions and support due NET 30 on approved credit. TO ORDER
PLEASE EMAIL PO TO ORDERS@DIGITALSCEPTER.COM
2
Digital Scepter Corporation
29970 Technology Drive Suite 122B, Murrieta, CA 92563
Phone: 888.299.3718 Email: info@digitalscepter.com
PAN Migration
City of Azusa
Created by: Zachry Sum
Version: 1
Revision Date: February 6, 2025
Contacts:
Account Manager: Matt Caponera
c: 949.702.0405 e: matt@digitalscepter.com
Principal Engineer: Zachry Sum
c: 949.354.4310 e: zach@digitalscepter.com
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Table of Contents
Introduction ........................................................................................................................................................................... 2
Summary of Work .................................................................................................................................................................. 2
Project Milestones ................................................................................................................................................................. 2
Project Scope ......................................................................................................................................................................... 2
1. Project Kickoff ........................................................................................................................................................... 2
2. SonicWall Migration .................................................................................................................................................. 3
3. Datacenter Subnet Migration ................................................................................................................................... 4
Contractor Responsibilities .................................................................................................................................................... 4
Client Responsibilities ............................................................................................................................................................ 4
Project Time Frame ................................................................................................................................................................ 5
Acceptance/Approval ............................................................................................................................................................. 6
Change Control ...................................................................................................................................................................... 6
Schedule 1: Schedule of Charges ........................................................................................................................................... 6
Terms and Conditions ............................................................................................................................................................ 7
Signatures ............................................................................................................................................................................. 10
Appendix A – Project Change Request Form ........................................................................................................................ 12
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Introduction
This Task Order (“TO”) between Digital Scepter Corporation (“Contractor”) and City of Azusa (“Client” or
“City of Azusa”). Services and/or Equipment not specifically provided for hereunder are outside the scope of this SOW.
Summary of Work
Digital Scepter Professional Services Engineer(s) will migrate the configuration of the current SonicWall firewalls to a new
pair of Palo Alto Networks firewalls and provide remote cutover support. As part of the migration, remote access VPN will
be redesigned for GlobalProtect utilizing Microsoft Entra ID for SAML authentication. In addition, the PAN firewalls will
be preconfigured with Digital Scepter best practice recommendations. The final phase of work will involve migrating
datacenter subnets from the network core to the PAN firewalls.
Project Milestones
1. A summary of project milestones is outlined below
Milestone Deliverable Deliverable
Section Deliverable Acceptance Criteria
1 Project Kickoff 1 • Project kickoff call completed
2 SonicWall Migration 2 • SonicWall configuration migrated to PAN
firewalls and cutover completed
3 Datacenter Subnet Migration 3 • Up to 20 subnets migrated from core switch to
PAN firewalls
Project Scope
1. Project Kickoff
1.1. Deliverable Summary
1.1.a. Project kickoff call
1.1.b. Validation of the business and technical goals and objectives
1.2. Tasks and Activities
1.2.a. Conduct a kickoff call to determine project goals and establish a timeline for completion
1.2.b. Create shared folder on platform of client choice (Google Drive or Microsoft Teams)
1.3. Prerequisites, Assumptions and Exclusions
1.3.a. Prerequisites
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• Provide access to key team members
• Upload layer 2 and layer 3 network diagrams that, at a minimum, include the firewalls within scope of
this project, and any network devices required for the firewalls operation
1.3.b. Assumptions
• Configuration work and meetings will be conducted remotely
1.3.c. Exclusions
• Any activities not defined above
2. SonicWall Migration
2.1. Deliverable Summary
2.1.a. Perform initial configuration of PAN firewalls
2.1.b. Migrate SonicWall configuration to PAN firewalls
2.1.c. Configure User-ID agents
2.1.d. Configure GlobalProtect
2.1.e. Perform cutover to PAN firewalls
2.2. Tasks and Activities
2.2.a. Configure management interfaces
2.2.b. Apply licenses to firewalls
2.2.c. Upgrade to desired PAN-OS version
2.2.d. Configure active/passive HA
2.2.e. Migrate SonicWall configuration into PAN firewalls
2.2.f. Deploy up to two User-ID agents on domain-joined servers
2.2.g. Configure GlobalProtect Portal and Gateway
• Configure SAML authentication using Microsoft Entra ID
2.2.h. Schedule and complete cutover to PAN firewalls
2.2.i. Provide next-day support as needed
2.3. Prerequisites, Assumptions and Exclusions
2.3.a. Prerequisites
• Coordinate and provide access to key team members to participate in remote work sessions as needed
and identified by Digital Scepter Corporation
• Client will create AD groups for VPN access and synchronize to Entra ID
2.3.b. Assumptions
• Configuration work and meetings will be conducted remotely
2.3.c. Exclusions
• Low-level design details (e.g. IP Addresses, device names, cabling matrix, site survey, specific rules,
etc…)
• Site/device specific configuration details
• Change Management process
• Methods of Procedures
• Project/deployment/migration plan
• Performance related characteristics/outcomes
• On-site support for HLD review and/or final presentation meeting.
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3. Datacenter Subnet Migration
3.1. Deliverable Summary
3.1.a. Remove subnets from network core
3.1.b. Add subnets to PAN firewalls
3.1.c. Add necessary Security/NAT rule changes
3.1.d. Schedule and complete move of subnets to PAN firewalls
3.2. Tasks and Activities
3.2.a. Stage configurations to remove up to 20 datacenter SVI's from core switch
3.2.b. Stage configuration to add up to 20 datacenter subnets on PAN firewalls
3.2.c. Stage Security rules to permit Intra subnet flows
3.2.d. Stage Security rule updates based on zone name changes resulting from subnet migration
3.2.e. Stage NAT rule updates based on zone name changes resulting from subnet migration
3.2.f. Schedule and complete move of subnets to PAN firewalls
3.3. Prerequisites, Assumptions and Exclusions
3.3.a. Prerequisites
• Coordinate and provide access to key team members to participate in remote work sessions as needed
and identified by Digital Scepter Corporation
3.3.b. Assumptions
• Configuration work and meetings will be conducted remotely
3.3.c. Exclusions
• Low-level design details (e.g. IP Addresses, device names, cabling matrix, site survey, specific rules,
etc…)
• Site/device specific configuration details
• Change Management process
• Methods of Procedures
• Project/deployment/migration plan
• Performance related characteristics/outcomes
• On-site support for HLD review and/or final presentation meeting.
Contractor Responsibilities
1. Remote cutover support for all project phases
2. Digital Scepter’s best practice configuration based on licensed features for all security policies
3. Assistance with Palo Alto Networks support cases is not within scope, but can be provided at applicable hourly rate
(see 'Miscellaneous Charges' below)
Client Responsibilities
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1. Provide CONTRACTOR with remote access to management IP of PAN over ports 80,443, and 22. Provide CLI
access to neighboring switches and routers for running show commands.
2. Ensure that a change freeze is established at least one week prior to cutover as outlined above
3. Ensure that all copper cables, fiber cables, and optics are available for the cutover and have been tested
4. Provide all on-site Contractor resource(s) with a safe working environment, including a workspace, telephone and
internet access, if necessary. Internet access will allow the Palo Alto Networks resource(s) to communicate with Palo
Alto Networks support, services account manager (SAM), and access to other technical resources.
5. Provide all on-site Contractor resource(s) with any necessary building badges/passes, parking badges/passes and
machine room badges/passes.
6. Coordinate necessary physical access requirements to the location(s) where the Contractor security solutions will be
installed. This may include securing security badges or making arrangements to accompany the Contractor resource
into secured or restricted areas. For testing, the Contractor resource will need access to the testing lab location. For
deployments, the Palo Alto Networks will need access to the data centers where the firewalls will be installed.
7. Provide the proper environment for the Palo Alto Networks security solutions installation, including access to proper
power outlets, proper air conditioning, allocated rack space, and physical access controls to the hardware and
software.
Project Time Frame
Start Date: Ten (10) business days after Effective Date of SOW
End Date: Three (3) months after Effective Date of SOW
This engagement must commence within thirty (30) calendar days of the Effective Date, or Contractor reserves the right to
modify the pricing, terms and/or conditions herein. Delays beyond the reasonable control of Contractor may result in
adjustment(s) to the performance period, contract price, or both.
Unless specifically stated otherwise, the Services provided under this SOW shall only be performed Monday through Friday,
8:00AM to 5:00PM local time excluding designated Contractor holidays (“Normal Business Hours”). Non- Normal
Business Hours Hourly rates in amounts set forth in Schedule 1, Schedule of Charges will be incurred by the Client for each
Site that the Parties mutually agree in writing.
Contractor Designated Holiday Date Observed
New Year’s Day January 1
Memorial Day Last Monday in May
Independence Day July 4
Labor Day 1st Monday in September
Thanksgiving Day 4th Thursday in November
Day After Thanksgiving 4th Friday in November
Christmas Eve December 24
Christmas Day December 25
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Acceptance/Approval
Contractor shall email the following Client contact: <name, email> upon completion of Services, Tasks, Phases or
Milestones provided in this SOW. Client will indicate acceptance or non-acceptance of the Services by responding to the
email. Should the Client not accept the Services provided in this SOW, Client shall provide a written explanation of the
reasons for not accepting within five (5) business days. If the Client does not so notify Contractor within five (5) business
days, Services shall be deemed Accepted. Contractor shall address Client’s issue(s) within ten (10) business days after the
receipt of such notice, and will then resubmit a formal request for acceptance via email from the Client. Such time to address
any quality of service or re-work issues(s) may be extended by mutual consent.
Change Control
Contractor manages changes that have cost or schedule impact as contractual changes through a disciplined contracting
process. Either Party must submit change requests to contractual documents in writing to this SOW. The party requesting
the change must submit a written request to the other party and the receiving party shall issue a written response within five
(5) business days of the receipt of the request, including whether the receiving party accepts or rejects the request and/or
any changes to the Terms and Conditions. Once agreed upon, both parties must execute the document.
• A Project Change Request Form (“PCR”) may be initiated by either party. The PCR form is attached hereto as
Appendix A, and must be filled out and specifically describe the change, the rationale for the change, and the effect the
change will have on this SOW. A PCR may also be utilized to extend the expiration date of a SOW or purchase
additional Services.
• If agreement is not reached within five (5) calendar days of the response to the requested change, the parties may
elect to:
o Proceed without the requested change
o Continue negotiating the change
o Escalate to upper management
Schedule 1: Schedule of Charges
Below is the schedule of charges for the Services provided in this SOW. Prices are valid for a period of thirty (30) days from
the date of acceptance of the Agreement by Contractor.
Additional time beyond time listed in this Schedule of Charges for professional services will be escalated to Contractor and
managed via Change Control process.
Payment Terms
Units Service Charges Rate
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1 Phases 1-3 $42,000
Total $42,000
Miscellaneous Charges
Client Not Ready – Host Site Actual costs incurred
Travel Expense – Host Site All expenses will be passed through to Client
monthly
Palo Alto Networks Support Cases $350 per hour
All taxes and excise fees are the responsibility of Client and have not been included in the above quoted prices.
All prices are in U.S. dollars.
Contractor will invoice 50% of the Service Charges upon execution of this SOW and the remaining 50% upon Acceptance by
the Client as defined in the Acceptance/Approval section of this SOW. Contractor will submit invoices for out of scope
services or fees caused by the Client not providing support as specified in this SOW. If this SOW is terminated for reasons
other than cause Contractor will invoice for all service fees, charges and expenses incurred up until the date of termination.
Terms and Conditions
1. Warranty; Digital Scepter warrants to Client that all Services shall be performed by employees or contractors of Digital
Scepter in a professional and workmanlike manner. Each party warrants that (i) it has the full right and power to conduct
its business; (ii) that this Agreement has been duly authorized, executed and delivered, and constitutes a valid and
binding Agreement in accordance with the terms herein; and (iii) neither the execution or consummation of the services
contemplated shall result in the breach or default of any other agreement, charter provision or bylaw, order, law, rule or
regulation.
2. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY
2.1. Digital Scepter SHALL NOT BE LIABLE TO CLIENT FOR (1) ANY ACTS OR OMISSIONS WHICH ARE
NOT THE RESULT OF DIGITAL SCEPTER’S GROSS NEGLIGENCE, RECKLESSNESS OR WILLFUL
MISCONDUCT, (2) ANY AMOUNTS IN EXCESS OF ANY FEES PAID TO Digital Scepter BY CLIENT
HEREUNDER, (3) ANY OUTAGES OR SLOW DOWNS OF CLIENT's COMPUTER SYSTEMS
RESULTING FROM THE PERFORMANCE OF ANY SERVICES, UNLESS SUCH OUTAGES OR SLOW
DOWNS ARE THE RESULT OF DIGITAL SCEPTER‘S GROSS NEGLIGENCE, RECKLESSNESS OR
WILLFUL MISCONDUCT, OR (4) ANY LOSSES, COSTS, DAMAGES OR EXPENSES INCURRED BY
CLIENT RESULTING FROM THE PERFORMANCE OF ANY TEST, UNLESS SUCH ARE THE RESULT
OF DIGITAL SCEPTER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
2.2. THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, DIGITAL SCEPTER DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
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EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE
(IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY
SERVICES OR ANY GOODS OR SERVICES PROVIDED INCIDENTAL TO THE SERVICES PROVIDED
UNDER THIS AGREEMENT.
2.3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY,
INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING LOST PROFITS
WHETHER FORESEEABLE OR NOT, WHETHER OCCASIONED BY ANY FAILURE TO PERFORM OR
THE BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER OBLIGATION
FOR ANY CAUSE WHATSOEVER.
3. Indemnification. Each party shall indemnify and hold harmless the other party and its affiliates and their respective
officers, directors, employees, partners, agents, successors and assigns from, and shall defend the other against, any
costs, liabilities, damages or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) any third
party claim that the services, software, or any work performed by either party, or their agents, consultants or contractors
under this Agreement infringes the proprietary rights of any third party; (ii) an act or omission by either party and/or
their employees and agents relating to any laws or regulations for a protected class or category of persons, and sexual
discrimination or harassment; (iii) claims for personal injuries, death or damage to tangible personal or real property to
the extent caused by acts or omissions as a result of gross negligence, recklessness or willful misconduct of the party or
its affiliates, contractors or agents; and (iv) claims or suits attributable to breaches of the other party’s express
representations and warranties contained in the Agreement.
4. Term. This Agreement shall be for a term of one year commencing on the date of execution by both parties, and subject
to earlier termination as provided in this Agreement.
5. Termination. Either party may terminate this Agreement (a) upon the expiration of thirty (30) calendar days following
written notice to the other party, (b) by mutual agreement of the parties, or (c) immediately upon written notice to the
other party if a petition in bankruptcy is filed by or against the other party and is not withdrawn within 60 days or the
other party makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law, or if
the other party discontinues its business or a receiver is appointed for its business.
6. Effect of Termination; Survival. If Client or Digital Scepter terminates this Agreement for any reason, Client agrees to
pay Digital Scepter within 30 days for all services performed by Digital Scepter up to the date of termination that have
not previously been paid for by Client. The provisions of this Section 9, Sections 1, 2, 4, 5, 6, 10, 11, 17, 19, 21 and 23
shall survive any expiration or termination of this Agreement.
7. Confidentiality. Digital Scepter and Client hereby confirm that the provisions of the Confidentiality Agreement, if
executed, shall be in full force and effect and apply to all information furnished by either party in connection the services.
8. Incidental Fees. Client shall immediately notify Digital Scepter if Client knows or has reason to believe that Digital
Scepter has been or will be required, as a result of activity arising out of or related to this Agreement or the services
contemplated hereunder, by any court or administrative agency of the United States or any state or by any legal process
to respond to any subpoena, search warrant, discovery or other directive under the authority of such court,
administrative agency, governmental inquiry or process in connection with any proceeding or investigation in which
Client or any of its affiliates, officers, directors, agents, employees, or subcontractors is involved. Whether or not such
notice is given by Client, Client shall directly assist Digital Scepter in Digital Scepter’s attempt to reduce the burdens
of compliance with any such directive, and Client shall reimburse any and all reasonable expenses incurred by Digital
Scepter and its affiliates in complying with any such directive, including, but not limited to, attorneys’ fees and Digital
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Scepter’s outside counsel attorneys’ fees for representation and advice, travel and lodging expenses and an hourly labor
rate of $400 per hour for all time spent by Digital Scepter in responding to such matters.
9. Client Responsibilities. Client acknowledges that the provision of services is dependent upon the performance of Client,
and its affiliates, and that Digital Scepter shall not be liable for its failure to perform to the extent such failure is due to
(i) a failure by Client or any third party retained by, or under the control of, Client to provide data or materials that
Client or such third party is required to provide to Digital Scepter or required by Digital Scepter to perform the services
under this Agreement, (ii) a failure by Client to timely and accurately perform its responsibilities as set forth in this
Agreement, (iii) a failure by Client to obtain consents, approvals or access for Digital Scepter, or (iv) Client’s failure to
provide appropriate, adequate facilities and a safe working environment and otherwise comply with all applicable
occupational health and safety laws, regulations and other requirements in order to facilitate the safe completion of the
project deliverables.
10. Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder
(except for payments) if and to the extent such default or delay is caused, directly or indirectly, by acts of God,
governmental acts, accidents, wars, terrorism, riots or civil unrest, fires, storms, earthquakes, floods or elements of
nature, or any other similar cause beyond the reasonable control of such party, provided such default or delay could not
have been prevented by reasonable precautions and cannot reasonably be circumvented by the non-performing party
through the use of commercially reasonable alternative sources, workaround plans or other means.
11. Entire Agreement and Amendments. This Agreement, together with an executed Confidentiality Agreement, if any,
constitutes the entire Agreement among the parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous, oral and written, agreements and understandings pertaining thereto. Any amendment to this
Agreement must be in writing, mutually agreed upon and duly executed.
12. Assignment. Neither party may assign, delegate nor otherwise transfer the rights or obligations associated with this
Agreement, in whole or in part, without the prior written consent of the other party; provided however, no written
consent shall be required to assign this Agreement to any parent or the wholly owned subsidiary of the party. Subject to
the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted
assigns.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed will be
deemed original, and all of which together will constitute one and the same instrument.
14. Trademarks and Logo. Client shall not have any rights to use Digital Scepter’s trademarks, service marks or logos for
any other purpose without the prior written approval of Digital Scepter’s legal department.
15. Severability. Any term or provision of this Agreement that is or becomes invalid or unenforceable shall be ineffective to
the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or
provisions of this Agreement.
16. Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without giving effect to conflict of law principles. Each party hereto hereby
agrees that any proceeding relating to this Agreement and the transactions contemplated hereby shall be brought solely
in the state or federal court located in California. Each party hereto hereby consents to personal jurisdiction in any such
action brought in any such state or federal court, consents to service of process by registered mail made upon such party,
waives any objection to venue in any such state or federal court and any claim that any such state or federal court is an
inconvenient forum.
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17. Third-Party Beneficiaries. Nothing herein expressed or implied is intended to or shall be construed to confer upon or
give any person or entity, other than the parties hereto and their respective successors and permitted assigns, any rights
or remedies under or by reason of this Agreement.
18. Non-Solicitation. During the term and for a period of one (1) year thereafter, Client shall not, directly or indirectly
solicit, hire, attempt to solicit or hire, or participate in any attempt to solicit or hire any person who was an employee of
Digital Scepter or any of its affiliates. If Client breaches this provision, Client shall pay Digital Scepter two times (2X)
the salary paid by Digital Scepter to such employee so hired. The parties agree that said amount is a reasonable estimate
of the costs and expenses that Digital Scepter will incur as a result of training and replacing such employee.
19. Independent Contractors. Each party contracts as an independent contractor, and not as an agent or partner of the other
for any purpose whatsoever, and noting in this Agreement creates or shall be deemed to create a partnership, joint
venture or similar relationship between the parties. Except as may be specified in writing, neither party has the authority
to bind the other party or make commitments of any kind for or on behalf of the other party.
20. Assurance of Services. Digital Scepter acknowledges, represents, and warrants that the Services shall be provided in a
professional manner for the Client’s industry without the advice or material direction of the Client. Digital Scepter has
complete and sole discretion for the manner in which the Services under this Agreement shall be performed, including,
without limitation, utilizing other individuals or parties to perform the Services on behalf of Digital Scepter.
21. Notice. Except as otherwise provided in this Agreement, all notices, consents, or approvals required by this Agreement
shall be (i) in writing sent by certified or registered mail, postage prepaid, or by facsimile or electronic mail (confirmed
by certified or registered mail) to:
Signatures
IN WITNESS WHEREOF, the parties below have executed this agreement as of the date indicated below.
DIGITAL SCEPTER: As a duly elected officer authorized to enter into Agreements and contracts on behalf of Digital
Scepter, I hereby provide and accept this Agreement for the designated services and term as accepted by Client, as written
this day this ____ day of ____________, 2025.
Signature:
Print Name:
Title:
Effective Date:
https://digitalscepter.com • info@digitalscepter.com • 888.299.3718 Page | 11
CLIENT: As a duly elected officer authorized to enter into agreements and contracts on behalf of Client, I hereby accept
this Agreement for the designated services and term as initialed below, as written this ____ day of ____________,
2025.
Signature:
Print Name:
Title:
Date:
https://digitalscepter.com • info@digitalscepter.com • 888.299.3718 Page | 12
Appendix A – Project Change Request Form
Request Date: Change #
Customer
Name:
Customer
Contact
(Requestor):
Email:
Digital Scepter
Account
Manager
Email:
Description of
Change:
Additional
Travel &
Expenses:
N/A
Customer Digital Scepter
Signed: Signed:
Print
Name:
Print
Name:
Title: Title:
Date: Date: