19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America employment by itself any contracted employee or subcontractor of the other party who was involved in the performance of the party's obligations under the applicable SOW/Proposal, unless the hiring party obtains the written consent of the other party. The actual damages attributable to a breach of the provisions of this section would be difficult to determine and prove. Accordingly, the parties agree that if either party breaches this section, the breaching party will promptly pay the non -breaching party liquidated damages in an amount equal to the contracted employee's or subcontractor's annual salary (including bonuses and incentive compensation) prior to the breach, such sum being a reasonable measure of the damages reasonably anticipated by the parties. 16.9 Remedies. Unless a remedy is specifically designated as exclusive, no remedy conferred by any of the specific provisions of the Agreement is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder, now or hereafter existing under the law. The election of any one or more remedies by either party will not constitute a waiver of the right to pursue other available remedies. 16.10 Survival. Unless and to the extent otherwise specified herein, all terms of this Agreement which by their nature extend beyond its termination, remain in effect until fulfilled, and apply to respective successors and assigns. 16.11 Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts and via facsimile, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. Execution of this Agreement by electronic or facsimile transmission shall be accepted by the parties as if an original had been delivered. 16.12 Entire Agreement and Amendment. This Agreement, together with all exhibits, schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements with respect to the subject matter hereof except for any prior confidentiality agreements between the parties. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing, provided however that the terms and conditions of Sections 7 through 17 may not be amended except by a document signed by an authorized principal of both parties. Each SOW/Proposal issued under this Agreement will incorporate the terms and conditions of this Agreement and will constitute a separate contract between the parties. A SOW/Proposal may amend the terms and conditions of this Agreement as they apply to that particular SOW/Proposal, but only if the SOW/Proposal expressly identifies the section(s) that are being amended. 16.13 Force Majeure. SpearTip shall not be liable or deemed to be in default for any delay or failure in performance of the Services hereto to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, labor disruption, regulatory or legislative intervention or other similar causes beyond its control and anticipation or foreseeability. In any such event, SpearTip will be excused from the performance of such obligation affected by such event for so long as such circumstances prevail, provided that SpearTip uses and continues to use commercially reasonable efforts to utilize alternative resources to recommence and/or maintain performance without further delay Each party has caused its authorized representative to execute this Agreement as of the Effective Date. SpearTip, LLC The City of Paris Signature Signature Name: Name: Grayson Path Title: _ Title:City anager - Date: Date: MSA 2020 _ 9 Confidential and Proprietary