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Ownership of Intellectual Property
<br />Unless otherwise stated in a specific Scope Appendix, subject to Baker Tilly’s rights in Baker Tilly’s
<br />Knowledge (as defined below), Client shall own all intellectual property rights in the deliverables
<br />developed under the applicable Scope Appendix or Appendices ("Deliverables"). Notwithstanding the
<br />foregoing, Baker Tillywill maintain all ownership right, title and interest to all Baker Tilly’s Knowledge.
<br />For purposes of this Agreement “Baker Tilly’s Knowledge” means Baker Tilly’s proprietary programs,
<br />modules, products, inventions, designs, data, or other information, including all copyright, patent,
<br />trademark and other intellectual property rights related thereto, that are (1) owned or developed by
<br />Baker Tillyprior to the Effective Date of this Agreementor the applicable Scope Appendix or
<br />Appendices(“Baker Tilly’s Preexisting Knowledge”) (2) developed or obtained by Baker Tilly after the
<br />Effective Date, that are reusable from client to client and project to project, whereClient has not paid
<br />for such development; and (3) extensions, enhancements, or modifications of Baker Tilly’s Preexisting
<br />Knowledge which do not include or incorporate Client’s confidential information. To the extent that any
<br />Baker Tilly Knowledge is incorporated into the Deliverables, Baker Tilly grants to Client a non-
<br />exclusive, paid up, perpetual royalty-free worldwide license to use such Baker Tilly Knowledge in
<br />connection with the Deliverables, and for no other purpose without the prior written consent of Baker
<br />Tilly. Additionally, Baker Tilly may maintain copies ofits work papers for a period of time and for use
<br />in a manner sufficient to satisfy any applicable legal or regulatory requirements for records retention.
<br />The supporting documentation for this engagement, including, but not limited to work papers,is the
<br />property of Baker Tilly and constitutes confidential information. We may have a responsibility to retain
<br />the documentation for a period of time sufficient to satisfy any applicable legal or regulatory
<br />requirements for records retention. If we are required by law, regulation or professional standards to
<br />make certain documentation available to required third parties, the Client hereby authorizes us to do
<br />so.
<br />Timing and Fees
<br />Specific services will commence upon execution and return of aScope Appendix to this Engagement
<br />Letterand our professional fees will be based on the rates outlined in such Scope Appendix.
<br />Payment of professional fees is not contingent upon project completion by Client nor material timing
<br />changes in project completion. Professional fees provided according to the Scope Appendix are due
<br />within 30 days of being invoiced, regardless of project status. If necessary, monthly payment plan
<br />arrangements may be negotiated upon request.
<br />Unless otherwise stated, in addition to the fees described in aScopeAppendix the Clientwill pay all
<br />of Baker Tilly’s reasonable out-of-pocket expenses incurred in connection with theengagement. All
<br />out of pocket costs will be passed through at cost and will be in addition to theprofessionalfee.
<br />Dispute Resolution
<br />Except for disputes related to confidentiality or intellectual property rights, all disputes and
<br />controversies between the parties hereto of every kind and nature arising out of or in connection with
<br />this Engagement Letteror the applicable Scope Appendix or Appendices as to the existence,
<br />construction, validity, interpretation or meaning, performance, nonperformance, enforcement,
<br />operation, breach, continuation, or termination of this Agreement or the applicable Scope Appendix or
<br />Appendices as shall be resolved as set forth in this section using the following procedure: In the
<br />unlikely event that differences concerning the services or fees provided by Baker Tilly should arise
<br />that are not resolved by mutual agreement, both parties agree to attempt in good faith to settle the
<br />dispute by engaging in mediation administered by the American Arbitration Association under its
<br />mediation rules for professional accounting and related services disputes before resorting to litigation
<br />or any other disputeresolution procedure. Each party shall bear their own expenses from mediation
<br />and the fees and expenses of the mediator shall be shared equally by the parties. If the dispute is not
<br />resolved by mediation, then the parties agree to expressly waive trial by jury in any judicial proceeding
<br />involving directly or indirectly, anymatter (whether sounding in tort, contract, or otherwise) in any way
<br />City of Elk River, MinnesotaEngagement Letter, dated February 14, 2024Page 2|18
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