Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

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SADA Systems, Inc. MASTER PROFESSIONAL SERVICES AGREEMENT This MASTER PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is made and entered into as of October 101h, 2017 (the "Effective Date"), by and between SADA Systems, Inc., a corporation organized under the laws of the state of California, with offices at 5250 Lankershim Blvd., Suite 620, North Hollywood, CA 91601 ("SADA"), and the City of South Bend, State of Indiana, with offices at 227 W. Jefferson Blvd, South Bend, IN 46601("Client"). SADA and Client may be referred to in this Agreement individually as a "Party" and collectively as the "Parties." BACKGROUND, OBJECTIVES, CONSTRUCTION AND INTERPRETATION 1.1 Background and Objectives. This Agreement will serve as a framework under which SADA will provide certain information technology services (the "Services"), as described in Exhibit A (Statement of Work), attached hereto and incorporated herein, and as further requested by Client from time to time during the term of this Agreement and agreed upon in an executed Statement of Work (as defined in Section 2.2). 1.2 Definitions. (A) Capitalized terms used in this Agreement have the meaning assigned to them in the applicable Section. Terms, acronyms and phrases that are used in the information technology industry or other pertinent business context should be interpreted in accordance with their generally understood meaning in such industries or business context. (B) The word "include" and its derivatives (such as "including" and "includes") mean "include without limitation." 1.3 References and Interpretation. (A) Headings, captions and titles used in this Agreement are included for convenience only and in no way define the scope or content of this Agreement or are to be used in the construction or interpretation of this Agreement. Any reference to a particular article or section number or exhibit is a reference to that specified article, section or exhibit of this Agreement, except to the extent that the cross-reference expressly refers to another document. (B) If there is a conflict or inconsistency between the terms of this Agreement and any executed Statement of Work, the terms of this Agreement will prevail except to the extent that the executed Statement of Work specifically and expressly states an intent to supersede specific terms of this Agreement with applicability only to that executed Statement of Work. Notwithstanding the preceding sentence, no executed Statement of Work will be effective to: (1) expand, eliminate or restrict the scope of any indemnity obligation set forth in Article 10; (2) change any limitation of liability set forth in Article 11; or (3) settle or resolve any dispute between the Parties. SCOPE OF SERVICES 2.1 Provision of Services. SADA will perform the Services identified in each Statement of Work entered into and executed by each of the Parties under the terms of this Agreement. Absent an executed Statement of Work, this Agreement does not, in and of itself, represent a commitment by either Party to provide any minimum amount of charges or services. 2.2 Statements of Work. From time to time during the term of this Agreement, Client may ask SADA to perform services that are not described in an executed Statement of Work. Following any such request, SADA Master Professional Services Agreement Version 4.3.17