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<br />6 | Page <br />Confidential <br />delivered by scanned signature or other electronic means by any of the parties to any other party and the <br />receiving party may rely on the receipt of this Agreement so executed and delivered as if the original had <br />been received. <br />21. SURVIVAL. The sections Term, Termination, Insurance, Indemnification, Limitation of <br />Liability, Governing Law, Jurisdiction, Consent to Suit, Dispute Resolution Procedure, Confidentiality, <br />and Non-Solicitation, of this Agreement and the payment obligations described in any SOW shall survive <br />the termination or expiration of the Agreement or SOW. <br />22. ENTIRE AGREEMENT. This Agreement and all exhibits constitute the entire and only <br />agreement between the Parties. Each party acknowledges that in entering into this Agreement it has not <br />relied on any representation or undertaking, whether oral or in writing, except for those expressly stated <br />herein. Any purchase order provided by the Client will be limited by, and subject to, the terms and <br />conditions of this Agreement. <br />23. NON-EXCLUSIVITY. This Agreement is non-exclusive, and both Parties remain free to enter <br />into similar agreements with third parties. During the term of this Agreement, GovHR may perform <br />Services for any other clients, persons, or companies as GovHR sees fit, so long as the performance of <br />such Services does not interfere with GovHR’s performance of obligations under this Agreement, and do <br />not create a conflict of interest. <br />24. THIRD PARTY BENEFICIARIES. Except as specifically set forth herein, nothing in this <br />Agreement is intended or shall be construed to confer upon any person or entity, other than the parties <br />hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. <br /> <br />IN WITNESS WHEREOF, the Parties hereto have executed this Master Services Agreement. <br /> <br />GOVHR, A DIVISION OF MGT OF ELK RIVER, MINNESOTA <br />AMERICA CONSULTING, LLC <br /> <br /> <br /> <br />___________________________________ __________________________________ <br />Name: A. Trey Traviesa Name: John Dietz <br />Title: CEO Title: Mayor <br />Date: Date: <br /> <br /> <br /> <br /> __________________________________ <br /> Name: Tina Allard <br /> Title: City Clerk <br /> Date: <br /> <br /> <br />Page 33 of 464