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MASTER SERVICES AGREEMENT
<br />This Master Services Agreement, together with any related Statements of Work
<br />("Agreement"), date as of July 25, 2024 ("Effective Date"), is entered into by and among Arete
<br />Advisors, LLC, a Florida limited liability company having a place of business at 4800 T-Rex
<br />Avenue, Suite 350, Boca Raton, FL 33431("Arete"), McDonald Hopkins LLC, a law firm having
<br />a place of business at 39533 Woodward Avenue, Suite 318, Bloomfield Hills, MI 48304
<br />("Counsel"), as counsel for and on behalf of CIty Of Centerville, having a place of business at
<br />1880 Main Street, Centerville, MN 55038 ("Client") (Arete, Counsel, and Client are each a "Party,"
<br />and collectively the "Parties"). This Agreement is made for purposes of Arete's provision of
<br />services and assistance to Counsel in anticipation of litigation or provision of legal advice to Client.
<br />R E C I T A L S
<br />WHEREAS, Arete is in the business of providing cybersecurity consulting, data breach
<br />remediation, digital forensics, cybersecurity compliance, and other cybersecurity services.
<br />WHEREAS, from time to time, the Parties may enter into separate Statements of Work,
<br />where Arete may provide services for the purpose of enabling Counsel to provide legal advice to
<br />Client or to assist Counsel in connection with anticipated litigation. The purpose of this Agreement
<br />is to provide a basis for rapid execution of formal contractual agreements executed through the
<br />Statements of Work template attached hereto as Exhibit A.
<br />NOW, THEREFORE, in consideration of the agreements, representations, warranties,
<br />promises and covenants contained herein, and other good and valuable consideration, the receipt,
<br />sufficiency and adequacy of which are hereby acknowledged, the Parties, intending to be legally
<br />bound, agree to the foregoing and as follows:
<br />1.AGREEMENT FRAMEWORK
<br />1.1 Statements of Work. This Agreement shall be implemented through one or more
<br />Statements of Work (ÐSOWÑ). For the purposes of this Agreement, the Party or Parties performing
<br />the work under an executed SOW shall be referred to as the Performing Party (ÐPerforming
<br />PartyÑ), which in all cases is Arete unless the SOW clearly states otherwise. The Party receiving
<br />the work shall be referred to as the Receiving Party (ÐReceiving PartyÑ), which in all cases is
<br />Counsel unless the SOW clearly states otherwise.
<br />1.2 Requirements. Each SOW under this Agreement shall become effective only upon
<br />execution by an authorized representative of each of the Parties. The Performing PartyÓs services
<br />contemplated by this Agreement (ÐServicesÑ) shall be set forth and agreed to in one or more SOW.
<br />A SOW shall be deemed an integrated part of this Agreement. Any individual SOW may be
<br />terminated without affecting this Agreement or any other SOW. The Parties may agree to modify
<br />or amend a SOWby written agreement executed by all Parties. If there are any executed SOW in
<br />effect as of the termination of this Agreement, the respective Parties are responsible for the
<br />completion of the then-executed Services and delivery of any relevant deliverables, and payment
<br />foreach of the same, as set forth in such SOW or this Agreement. In the event of any conflict
<br />between the terms of this Agreement and a SOW, the terms of this Agreement shall control.
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<br />www.areteir.com
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