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MASTER AGREEMENT
<br />This Master Agreement (this “Agreement”) is entered into as of December 17, 2024“Effective
<br />Date”), by and between HydroDigital, LLC, with an address at PO Box 1243, South
<br />Bend, IN 46624 (“Company”), and the City of South Bend, Indiana, an Indiana municipal
<br />corporation, having an address at 227 W. Jefferson Blvd. South Bend, Indiana 46601 (“Client”).
<br />Company and Client are hereinafter sometimes referred to as the “Parties” and individually as a
<br />“Party”.
<br />IN CONSIDERATION OF the promises and mutual covenants and agreements in this Agreement,
<br />the Parties agree as follows:
<br />1. Services
<br />1.1 Scopes of Work. Company will provide the Services and Equipment (“Deliverables”)
<br />as specified in one or more Scopes of Work (each, a “Scope of Work” or “SOW”) executed
<br />by Company and Client. “Services” means all Deliverables that are not Equipment.
<br />“Equipment” means all the physical components of the Deliverables specified in the SOW.
<br />Company and Client will execute an individual Scope of Work for each project agreed to by the
<br />Parties. Each Scope of Work that forms part of this Agreement, will reference this Agreement
<br />and is subject to the terms and conditions of this Agreement. Each SOW shall use the form in
<br />Exhibit A. The terms and conditions of this Agreement control over any conflicting terms in any
<br />Scope of Work, except to the extent the Scope of Work contains language that expressly
<br />and explicitly states that it supersedes a particular provision or provisions of this Agreement.
<br />Nothing in this Agreement obligates, or is intended to obligate, Company or any Client to any
<br />Scopes of Work.
<br />1.2 Service and System Control. Except as otherwise expressly provided in this
<br />Agreement, Client has and will retain sole control over the operation, maintenance and
<br />management of, and all access to, and use of, the Client Systems. “Client Systems” means
<br />the Client’s information technology infrastructure, including computers, software,
<br />hardware, databases, electronic systems (including database management systems) and
<br />networks, whether operated directly by Client or through the use of third-party services. Client
<br />has and will retain sole responsibility for all access to and use of the Company Deliverables by
<br />any Person including any: (i) information, instructions or materials (ii) results obtained from any
<br />use of the Company Deliverables; and (iii) conclusions, decisions or actions based on such
<br />use. “Person” means an individual, corporation, partnership, joint venture, limited liability
<br />entity, governmental authority, unincorporated organization, trust, association or other
<br />entity.
<br />1.3 Changes. Company reserves the right, in its sole discretion, to make any changes to
<br />the Company Deliverables that it deems necessary or useful to: (a) maintain or enhance (i) the
<br />quality or delivery of Company’s Deliverables to its clients, (ii) the competitive strength of or
<br />market for Company’s Deliverables or (iii) the Company Deliverables’ cost efficiency or
<br />performance; or (b) to comply with applicable Law. Without limiting the foregoing, either party
<br />may, at any time during the Term, request in writing changes to the Company Services. No
<br />requested changes will be effective unless and until memorialized in a written change order
<br />signed by both parties.
<br />1.4 Suspension or Termination of Company Services. Company may, directly or indirectly,
<br />and by use of an Company Disabling Device or any other lawful means, suspend, terminate
<br />or otherwise deny Client’s, any Authorized User’s or any other Person’s access to or use of
<br />all or any part of the Company Deliverables, without incurring any resulting obligation or liability,
<br />if: (a)
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