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Jon Sevald <br />City of Mounds View <br />April 24, 2023 <br />Page 4 <br />Consulting LLC for airfare, hotel, rental car, meals, and travel time. Estimates of costs can be provided to <br />Client. <br />LOCi Consulting LLC shall be responsible for all other expenses incurred while performing services under this <br />Agreement. <br />Confidentiality <br />LOCi Consulting LLC acknowledges that it may be necessary for Client to disclose certain confidential and <br />proprietary information in order to perform duties under this Agreement. LOCi Consulting LLC will not <br />disclose or use, either during or after the term of this Agreement, any proprietary or confidential information <br />of Client without Client's prior written permission except to the extent necessary to perform services on <br />Client's behalf. <br />Intellectual Property <br />LOCi Consulting LLC may create intellectual property (the "Intellectual Property"), during the delivery of <br />services as per this Agreement. This Intellectual Property may include, but not be limited to report formats, <br />methodologies, forecasts, analyses, evaluations, source code, and artwork. Unless otherwise agreed in <br />writing, all such Intellectual Property created by the LOCI Consulting LLC (whether complete or in progress), <br />during the Agreement period, will belong to the LOCi Consulting LLC. <br />Termination <br />Either party may terminate this Agreement at any time by giving five days' written notice of termination. LOCi <br />Consulting LLC will be entitled to full payment for services performed prior to the date of termination. This <br />obligation, and any payment obligations pending at termination, survive termination. <br />LOCI Consulting LLC Status <br />LOCi Consulting LLC is an independent contractor, not Client's employee. LOCI Consulting LLC has the sole <br />right to control and direct the means, manner, and method by which the services required by this Agreement <br />will be performed. LOCI Consulting LLC has the right to perform services for others during the term of this <br />Agreement. <br />No Partnership <br />This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts <br />on the other's behalf. <br />Applicable Law and Jurisdiction <br />This Agreement will be governed by the laws of the state of Minnesota. Any disputes arising from this <br />Agreement must be handled exclusively in the federal and state courts located in Minnesota. <br />Exclusive Agreement <br />This Agreement (including any attached exhibits) is the entire Agreement between LOCI Consulting LLC and <br />Client. <br />