Comp. Network Infras. and Security System Assessment VILLAGE OF OAK BROOK
(�PRROOFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of theCX,J day of , 2022 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Brook, Ilflnoi 60523 an Illinois oration municipal co " e' and HALOCK
P IP ( Villag �,
SECURITYLABS, 1834 Walden Office Square,Suite 200,Schaumburg,Illinois 60173("Consultant").
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers,the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. The Village SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Professional Services Agreement to Complete a addition to any other representations and certifications
Comprehensive Computer Network Security Assessment of expressed in this Agreement, or expressed or implied by law,
the Village's Computer Network Infrastructure and Security which are hereby reserved unto the Village.
Software Systems, as more fully described in Exhibit A.
The Consultant further represents that it is financially solvent,
TIME OF PERFORMANCE. The Consultant shall perform has the necessary financial resources, and is sufficiently
and complete the Services as mutually agreed upon between experienced and competent to perform and complete the
Village and Consultant("Time of Performance'). Services in a manner consistent with the standards of
professional practice by recognized consultants providing
SECTION 2. COMPENSATION. services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
A. Agreement Amount. The total amount
billed by the Consultant for the Services under this Agreement SECTION 4. INDEMNIFICATION; INSURANCE;
shall be in the not-to-exceed amount of$25,000.00, including LIABILITY.
reimbursable expenses, without the prior express written
authorization of the Village Manager. A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
B. Agreement Term. The term of this harmless the Village against all damages, liability, claims,
agreement will commence on the Effective Date and will losses, and expenses (including attorneys' fee) that may arise,
continue for a period of twelve (12) months. The Village or be alleged to have arisen, out of or in connection with the
reserves the right to award additional one (1) year extension Consultant's performance of, or failure to perform, the
terms,with the concurrence of the Consultant. Services or any part thereof, or any failure to meet the
representations and certifications set forth in Section 4 of this
C. Taxes. Benefits, and Royalties. Each Agreement.
payment by the Village to the Consultant includes all
applicable federal, state, and Village taxes of every kind and B. Insurance. The Consultant acknowledges
nature applicable to the Services as well as all taxes, and agrees that the Consultant shall, and has a duty to
contributions, and premiums for unemployment insurance, old maintain adequate insurance, in an amount, and in a form and
age or retirement benefits, pensions, annuities, or similar from companies, acceptable to the Village. The Consultant's
benefits and all costs, royalties, and fees arising from the use maintenance of adequate insurance shall not be construed in
of, or the incorporation into, the Services, of patented or any way as a limitation on the Consultant's liability for losses
copyrighted equipment, materials, supplies, tools, appliances, or damages under this Agreement.
devices, processes, or inventions. All claim or right to claim
additional compensation because of the payment of any such C. No Personal Liability. No elected or
tax, contribution, premium, costs, royalties, or fees is hereby appointed official or employee of the Village shall be
waived and released by Consultant. personally liable,in law or in contract,to the Consultant as the
result of the execution of this Agreement.
D. Payment of Agreement Amount.
Payments shall be made pursuant to the terms of the Local
Government Prompt Payment At, 50 ILCS 505/3 et.seq.
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providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations,
SECTION 5. GENERAL PROVISIONS. including without limitation the Fair Labor Standards Act;any
statutes regarding qualification to do business; any statutes
A. Relationship of the Parties. The prohibiting discrimination because of, or requiring affirmative
Consultant shall act as an independent contractor in providing action based on,race,creed,color,national origin, age, sex, or
and performing the Services. Nothing in, nor done pursuant other prohibited classification, including, without limitation,
to, this Agreement shall be construed to: (1) create the the Americans with Disabilities Act of 1990, 42 U.S.C. §§
relationship of principal and agent, employer and employee, 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
partners, or joint venturers between the Village and 5/1-101 et seq. Consultant shall also comply with all
Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Prevailing Wage. If applicable, Pursuant to
Consultant shall at any time during the term of this Agreement Section 4 of the Illinois Prevailing Wage Act, 820 ILCS
obtain or acquire any interest that would conflict in any 130/4, Contractor agrees and acknowledges that not less than
manner or degree with the performance of the obligations the applicable rate of prevailing of wages, as found or
under this Agreement. ascertained by the Department of Labor and made available on
the Department's Official website, or determined by the court
C. No Collusion. The Consultant represents on review, shall be paid for each craft or type of worker
and certifies that the Consultant is not barred from contracting needed to execute this contract or to perform such work,and it
with a unit of state or local government as a result of(1) a shall be mandatory upon the contractor to whom the contract
delinquency in the payment of any tax administered by the is awarded and upon any subcontractor under him, to pay not
Illinois Department of Revenue unless the Consultant is less than the specified rates to all laborers, workers and
contesting, in accordance with the procedures established by mechanics employed by them in the execution of this contract.
the appropriate revenue act, its liability for the tax or the
amount of the tax, as set forth in Section 11-42.1-1 et seq. of G. Certified Payroll. If applicable, Contractor
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or shall, in accordance with Section 5 of the Illinois Prevailing
(2) a violation of either Section 33E-3 or Section 33E-4 of Wage Act, 820 ILCS 130/5, submit to the Village, and upon
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 activation of the database provided by 820 ILCS 130/5.1 to the
et seq. If at any time it shall be found that the Consultant Department of Labor, on a monthly basis, a certified payroll.
has, in procuring this Agreement, colluded with any other The certified payroll shall consist of a complete copy of those
person,firm,or corporation,then the Consultant shall be liable records required to be made and kept by the Prevailing Wage
to the Village for all loss or damage that the Village may Act. The certified payroll shall be accompanied by a
suffer, and this Agreement shall, at the Village's option, be statement signed by the Contractor or subcontractor which
null and void. certifies that: (1) such records are true and accurate; (2) the
hourly rate paid is not less than the general prevailing rate of
D. Termination. Notwithstanding any other hourly wages required by the Prevailing Wage Act; and (3)
provision hereof, the Village may terminate this Agreement at Contractor or subcontractor is aware that filing a certified
any time upon 15 days prior written notice to the Consultant. payroll that he or she knows to be false is a Class A
In the event that this Agreement is so terminated, the misdemeanor. A general contractor may rely upon the
Consultant shall be paid for Services actually performed and certification of a lower tier subcontractor, provided that the
reimbursable expenses actually incurred, if any, prior to general contractor does not knowingly rely upon a
termination, not exceeding the value of the Services subcontractor's false certification. Upon seven business days'
completed. notice,Contractor and each subcontractor shall make available
for inspection and copying at a location within this State
E. Compliance with Laws and Grants. during reasonable hours, the records required to be made and
Consultant shall give all notices, pay all fees, and take all kept by the Act to: (i) the Village, its officers and agents; (ii)
other action that may be necessary to ensure that the Services the Director of Labor and his deputies and agents; and (iii) to
are provided,performed, and completed in accordance with all federal, State, or local law enforcement agencies and
required governmental permits, licenses, or other approvals prosecutors.
and authorizations that may be required in connection with
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H. Default. If it should appear at any time that
the Consultant has failed or refused to prosecute, or has
delayed in the prosecution of, the Services with diligence at a K. Waiver. Neither the Village nor the
rate that assures completion of the Services in full compliance Consultant shall be under any obligation to exercise any of the
with the requirements of this Agreement, or has otherwise rights granted to them in this Agreement except as it shall
failed,refused,or delayed to perform or satisfy the Services or determine to be in its best interest from time to time. The
any other requirement of this Agreement ("Event of failure of the Village or the Consultant to exercise at any time
Default'j, and fails to cure any such Event of Default within any such rights shall not be deemed or construed as a waiver
ten business days after the Consultant's receipt of written of that right,nor shall the failure void or affect the Village's or
notice of such Event of Default from the Village, then the the Consultant's right to enforce such rights or any other
Village shall have the right, without prejudice to any other rights.
remedies provided by law or equity, to (1) terminate this
Agreement without liability for further payment; or (2) L. Third Party Beneficiary. No claim as a
withhold from any payment or recover from the Consultant, third party beneficiary under this Agreement by any person,
any and all costs, including attorneys' fees and administrative firm, or corporation shall be made or be valid against the
expenses, incurred by the Village as the result of any Event of Village.
Default by the Consultant or as a result of actions taken by the
Village in response to any Event of Default by the Consultant. M. Governing Laws. This Agreement and the
rights of Owner and Consultant under this Agreement shall be
I Assignment. This Agreement may not be interpreted according to the internal laws, but not the conflict
assigned by the Village or by the Consultant without the prior of laws rules, of the State of Illinois; the venue for any legal
written consent of the other party. action arising in connection with this Agreement shall be in
the Circuit Court of DuPage County,Illinois.
J. Notice. All notices required or permitted to
be given under this Agreement shall be in writing and shall be N. Conflicts; Exhibits. If any term or provision
delivered: (1)personally; (2) by a reputable overnight courier; in this Agreement conflicts with any term or provision of an
or by (3) by certified mail, return receipt requested, and attachment or exhibit to this Agreement, the terms and
deposited in the U.S. Mail,postage prepaid. Unless otherwise provisions of this Agreement shall control.
expressly provided in this Agreement,notices shall be deemed
received upon the earlier of. (a) actual receipt; (b) one
business day after deposit with an overnight courier as O. No Disclosure of Confidential
evidenced by a receipt of deposit; or (c) three business days Information by the Consultant. Confidential information
following deposit in the U.S. mail, as evidenced by a return means all material, non-public, business-related information,
receipt. Notices and communications to the Village shall be written or oral, whether or not it is marked that is disclosed or
addressed to,and delivered at,the following address: made available to the Consultant, directly or indirectly,
through any means of communication or observation. The
Village of Oak Brook Consultant acknowledges that it shall, in performing the
1200 Oak Brook Road Services for the Village under this Agreement,have access, or
Oak Brook,Illinois 60523 be directly or indirectly exposed, to Confidential Information.
Attention:Jim Fox,Information Technology The Consultant shall hold confidential all Confidential
Director Information and shall not disclose or use such Confidential
Information without the express prior written consent of the
Notices and communications to the Consultant shall be Village. The Consultant shall use reasonable measures at least
addressed to,and delivered at,the following address: as strict as those the Consultant uses to protect its own
confidential information. Such measures shall include,
Halock Security Labs without limitation, requiring employees and subcontractors of
1834 Walden Office Square the Consultant to execute a non-disclosure agreement before
Suite 200 obtaining access to Confidential Information.
Schaumburg,Illinois 60173
Attention:Terry Kurzynski, Senior Partner
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DocuSign Envelope ID:9633228D-E385-4D39-8497-E9DC208E76BC
ATTEST: VILLAGE OF OAK BROOK
By: 'C9-&JA �_ By:
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Charlotte Pruss,Village Clerk Greg S ers,Village Manager
ATTEST: HALOCK SECURITY LABS
DocuSigned by: DocuSigned by:
By: 1n aun U1 By:
Title: Account Executive Its: Senior Partner
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EXHIBIT A
(MASTER SERVICE AGREEMENT DATED MAY 13,2022)
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HALOC Secu rityLa bs
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MASTER SERVICES AGREEMENT
INTRODUCTION
Effective Date: May 13, 2022
Between: Village of Oak Brook (hereinafter referred to as "Client") located at 1200 Oak Brook
Road, Oak Brook, IL 60523, 630.368.5000; and
HALOCK Security Labs, an Illinois corporation (hereinafter referred to as "HALOCK"),
located at 1834 Walden Office Square, Suite 200, Schaumburg, IL 60173, 847.221.0200.
DEFINITIONS
Client and HALOCK are individually referred to herein as "Party", and collectively referred to
herein as "the Parties."
TERMS AND CONDITIONS
1.0 Document Description. This Master Services Agreement (hereinafter referred to as
"Agreement") is for the benefit of Client and HALOCK as described above. It shall be binding
upon Client and HALOCK's written approval and acknowledgment. HALOCK supplies
technical consulting services ("Services") only in accordance with the complete terms and
conditions contained in this Agreement or any schedule attached hereto, incorporated herein
by reference and made a part hereof. HALOCK makes no other claims or representations
regarding its Services other than those expressly stated in this Agreement or other written
proposals or agreements by HALOCK.
2.0 Project Description. HALOCK shall provide Client with Services to be agreed upon
in writing by the Parties, and Client will be billed on a time and materials basis unless a
specific proposal, schedule or statement of work (hereafter collectively referred to as "SOW")
specifies a fixed fee or other billing arrangement.
3.0 Invoicing and Compensation. Unless otherwise specified in a SOW, invoicing and
compensation shall be as follows: HALOCK shall invoice Client on a weekly basis for time and
materials work. HALOCK shall invoice Client upon achieving project milestones, or scheduled
dates, for fixed fee engagements. Time and materials rates are provided in a separate rate sheet
that is updated and published on an annual basis or may be provided in a specific SOW with
rates that apply only to that engagement. A service charge of 1.5% per month will be charged
for all delinquent invoices that are not paid within thirty (30) days. In addition, Client shall
reimburse HALOCK for any additional reasonable expenses not herein authorized but
subsequently incurred at Client's request with prior approval, provided, however, that such
expenses are incurred in the proper performance by any employee and/or independent
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subcontractor who performs Services under this Agreement. Payment terms are Net-30.
HALOCK may, at its sole discretion, remove its employees from Client's premises if
HALOCK's invoices are not paid in accordance with the terms of this Agreement or other
applicable agreements.
4.0 Fees. A separate SOW, quotation or written proposal may be supplied for details
of fees and payment terms. For projects in the absence of any other mutually agreed upon fee
structure, HALOCK's Rate Sheet shall contain a list of applicable rates. HALOCK reserves the
right to adjust fees at its sole discretion and publish on an annual basis.
5.0 Pricing Adjustments and Limits. The Client understands that scope increases
and/or changes to any work to be performed by HALOCK under this Agreement, any SOW,
and/or any other agreement between the Parties will require a written "Change Order."
HALOCK will author any Change Orders, and a Change Order shall not take effect or become
legally binding until it is mutually agreed to and signed by both Client and HALOCK. The
Parties will document, in the Change Order, any adjustment to fees and/or the payment
schedule that may apply.
6.0 Normal Business Hours. "Normal Business Hours" are defined as 7:00 AM to 7:00
PM, Monday through Friday, CST, except for U.S. Federal Holidays. Unless otherwise
specified in a SOW, fees and/or billing rates for work performed within Normal Business
Hours will be billed at the standard hourly rate (see rate chart below). Hours worked outside
of Normal Business Hours may be billed at HALOCK's Incident Response Rate at the
reasonable discretion of HALOCK's Account Manager. HALOCK will obtain authorization
from Client before engaging in work efforts outside of Normal Business Hours.
7.0 Billable Time. Unless otherwise stated in an SOW, billable time for all onsite work
is billed in 15-minute increments with a two-hour minimum. Any work requested outside of
Normal Business Hours will be billed at Incident Response Rate at the reasonable discretion of
HALOCK's Account Manager. Work performed at HALOCK's office will be billed according
to actual time in 15-minute increments. Phone support will be billed according to actual time
in 15-minute increments. Emergency response requests (less than 48 hours advanced notice)
may be billed at the Incident Response Rate at the reasonable discretion of HALOCK's
Account Manager.
8.0 Travel Time. Unless otherwise stated in a SOW, the following will specify
HALOCK's travel rate policy. Travel time is defined as the time to travel (ground and/or air)
from HALOCK's Schaumburg office to the Client site when on-site work is required.
8.1 Inside Chicagoland. For Clients who are located within 60 miles of HALOCK's
Schaumburg Office and the billable time for the day is less than 7 hours, one-way travel
charges will apply. When billable time for the day is 7 hours or more, no travel time
will apply.
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8.2 Outside Chicagoland. For Clients located more than 60 miles from HALOCK's
Schaumburg Office, travel time will be defined as the time required to perform round
trip travel and be billed at 50% of the consultant's bill rate, plus actual travel expenses
(mileage, airfare, hotel and food) round trip to and from the engagement. Copies of
receipts will be submitted with expenses.
9.0 Business Relationship and Employment.
9.1 Relationship. It is expressly understood and fully agreed that any HALOCK
independent subcontractor or HALOCK employee who performs any Services under
this Agreement shall be and will always remain, respectively, an independent
subcontractor or employee of HALOCK. Any independent subcontractor or HALOCK
employee who provides Services to Client under this Agreement shall be considered an
independent contractor vis-a-vis the Client. The Parties to this Agreement do not
intend to create a partnership, joint venture, and/or agency relationship with one
another, and neither Party shall be liable for any obligations incurred by the other Party
unless specifically authorized in writing, as required by law, or as otherwise described
in this Agreement. Neither Party shall act as an agent of the other Party, and shall not,
ostensibly or otherwise, bind or act on behalf of the other Party in any manner, unless
specifically authorized to do so in writing. Client shall not engage directly with a
HALOCK independent subcontractor for billing purposes. This Agreement does not
create an exclusive relationship between HALOCK and Client, and the Parties are not
prevented from entering into similar agreements with other companies or entities.
9.2 HALOCK and Reasonable Risk, LLC. Client expressly acknowledges, understands
and agrees (i) that HALOCK and Reasonable Risk, LLC are separate and distinct
corporate entities; (ii) that HALOCK is not an employer or employee of Reasonable
Risk, LLC; (iii) that Reasonable Risk, LLC is not an employer or employee of HALOCK;
and/or (iv) that neither HALOCK nor Reasonable Risk, LLC have the ability or legal
authority to bind and/or control the other.
9.3 Assignment of Additional Independent Subcontractors or Employees. The
assignment of additional independent subcontractors or HALOCK employees to work
under the Agreement may be made at HALOCK's reasonable discretion, and shall not
operate to alter or cancel any of the applicable terms and conditions of this Agreement.
All HALOCK employees and HALOCK independent subcontractors are subjected to
HALOCK's background check, confidentiality agreements, and screening process.
9.4 Non-Solicitation. Except for any individual who is expressly identified on Schedule
A (Conversion of HALOCK Employee or Independent Subcontractor to Client
Employee), each Party agrees that, for the duration of this Agreement and for a period
of one (1) year following the termination of this Agreement, neither Party will directly
or indirectly solicit, hire or otherwise retain as an employee or independent contractor
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any employee of the other Party and/or any independent subcontractor who performs
work under the Agreement. Except for a HALOCK employee who, with Client's actual
knowledge, performed Services for Client under this Agreement, the prohibitions set
forth in this Section 9.4 shall not apply to the hiring of any such person who responds to
a general solicitation or public advertising for employment with Client. Any Party that
breaches this non-solicitation provision shall be subject to liability for liquidated
damages in an amount equivalent to six (6) month's salary for the employee and/or
independent subcontractor at issue.
9.5 Facilities and Services to be provided by Client. Unless otherwise stated in this
Agreement, Client shall provide any independent subcontractor and/or HALOCK
employee who performs Services under this Agreement with work space, desks,
terminals, and incidental supplies at Client's facilities as required by the specific project
or as defined within a SOW.
9.6 Out of Pocket Costs Reimbursements. If any HALOCK employee or HALOCK
independent subcontractor is required by Client to incur "out of pocket" costs (such as
travel and meals) as an incidental requirement under this Agreement, such costs as
shall be reimbursed to HALOCK as authorized by Client.
9.7 Replacements. In the event that any HALOCK employee withdraws from work
without Client's approval before conclusion of the work specified in this Agreement,
then HALOCK shall supply an acceptable replacement to Client as soon as possible.
Except as otherwise provided herein, HALOCK shall have no liability to Client, other
than to supply an appropriately skilled replacement.
9.8 Relationship of Subcontractors. Client expressly acknowledges that HALOCK
may, in its sole discretion, elect to supply the Client with an individual who is
designated as a "Subcontractor" or "Independent Subcontractor" to perform services
under a separate SOW. Client expressly acknowledges and understands that any such
"Subcontractor" or "Independent Subcontractor" is not an agent or employee of
HALOCK.
10.0 Delays. HALOCK and Client will mutually agree to dates for Services to be
performed and will make reasonable efforts to schedule and coordinate all project
activities. In the event that either Party needs to reschedule a work activity for any
reason, the notifying Party may do so without penalty so long as the notified Party is
provided notice at least ten (10) business days prior to the scheduled work activity.
HALOCK has the sole discretion to accept or deny a request, from Client, to reschedule
for a specific alternate date although HALOCK will not unreasonably refuse such a
request. The Client's failure to provide HALOCK with 10 business day notice, under
this paragraph 10.0, may result in changes to the scope, schedule and/or an increase in
fees unless alternate arrangements are agreed to by and between HALOCK and Client.
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In the event delays are defined in a SOW, the terms of the SOW shall take precedence
over this paragraph 10.0, and shall only apply to the Services under that SOW. In the
event that the Client requests or requires a delay beyond one year from date on
executed SOW, the Agreement will be terminated without any refund to Client, unless
otherwise agreed by the Parties.
11.0 Confidential Information, Nondisclosure and Data Security.
11.1 General Provisions. In order for HALOCK to effectively perform its obligations
under this Agreement, it may be necessary or desirable for Client to disclose
confidential and proprietary information pertaining to Client's past, present and future
activities. Since it is difficult to separate confidential and proprietary information from
that which is not, HALOCK will instruct its employees to regard all information gained
by each such person, as a result of the Services to be performed, as information that is
proprietary to Client, and to keep such information strictly confidential. All records,
files specifications, and technical data and the like relating to Client's business, which
HALOCK shall receive, use, or come into contact with, shall be and remain Client's sole
property and cannot be copied, or disseminated without Client's written permission. It
is anticipated that Client may, from time to time, be provided with information that is
confidential or proprietary to HALOCK. Neither Party will directly or indirectly
disclose any confidential information except as required in the course of discharging its
obligations under this Agreement. Furthermore, HALOCK agrees that it will not reveal
any information pertaining to the business of Client, including business practices,
employee or contractor identities, processes and methods of operation, except as may
be required in performing Services. All records, files specifications, and technical data
and the like relating to HALOCK's business, which Client shall prepare, use, or come
into contact with, shall be and remain HALOCK's sole property and cannot be copied,
or disseminated without HALOCK's written permission.
11.2 Limitations. Confidential information shall not, however, include any information
which (i) is or subsequently becomes publicly known and made generally available
through no action or inaction of the receiving Party; (ii) is in the possession of the
receiving Party, without confidential restrictions, at the time of disclosure by the
disclosing Party as shown by the receiving Party's files and records immediately prior
to the time of disclosure; and/or (iii) is independently developed by the receiving Party
without use of or reference to the disclosing Party's confidential information, as shown
by documents and other competent evidence in the receiving Party's possession.
11.3 Disclosure. In the event that the receiving Party is requested or required
(including, without limitation, by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) by a court of law,
governmental authority or regulator to disclose any confidential information, the
receiving Party will give the disclosing Party, to the extent not prohibited by law, rule,
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applicable authority or regulation, prompt written notice of such request or
requirement so that the disclosing Party may seek an appropriate order or other remedy
protecting the confidential information from disclosure. The receiving Party will
cooperate, to the extent commercially reasonable and at the disclosing Party's expense,
with the disclosing Party to obtain such protective order or other remedy. In the event
that a protective order or other remedy is not obtained or the disclosing Party waives its
right to seek such an order or other remedy, the receiving Party may, without liability
under this Agreement, furnish only that portion of the confidential information that the
receiving Party is requested or required to disclose as determined by the receiving Party
and/or its legal counsel. Nothing contained in this paragraph 11.3 shall prohibit the
receiving Party from disclosing confidential information if required by any
governmental, judicial, administrative or regulatory authority having jurisdiction over
the receiving Party. The receiving Party will notify the disclosing Party of the request if
permitted by law.
11.4 Gramm-Leach-Bliley Act. HALOCK adheres, as applicable to the Services
rendered, to the final privacy rules pursuant to Section 501 (a) of the Gramm-Leach-
Bliley Act. Further, in according with Section 501 (b) of the Gramm-Leach-Bliley Act (as
defined in 15 U.S.C. 6801-6809), as a nonaffiliated third party to financial institutions,
HALOCK does not engage in any activities as a financial institution nor does HALOCK
provide services that would be defined as a financial service. In the course of providing
consulting Services, HALOCK may knowingly or unknowingly encounter nonpublic
personal information ("NPI"). HALOCK will not intentionally store, process, or
transmit this information unless authorized as a requirement of the Services rendered.
HALOCK will not disclose or share NPI with third parties nor will HALOCK use any
NPI for its own marketing purposes. HALOCK will report any material breaches
affecting the financial institution's NPI to the financial institution should such breach
occur, including an estimate of the intrusion's effect on the financial institution, or any
of its customers, and the corrective action taken or to be undertaken. HALOCK's GLBA
policy may be revised or updated and is available upon request.
11.5 Reporting Requirements. HALOCK will promptly report any confirmed breaches
in security or unauthorized access to or disclosure of Client's confidential information,
including without limitation any instance of theft, unauthorized access by fraud,
deception or other malfeasance or inadvertent access that resulted in any unauthorized
access to or disclosure of the Client's confidential information (a "Security Event"),
whenever such breaches should occur, including an estimate of the intrusion's effect on
the Client, or any of its customers, and the corrective action taken or to be undertaken.
HALOCK will provide Client with all reasonable cooperation in connection with any
Security Event. In the event of a Security Event, HALOCK shall, upon Client
authorization: (i) conduct an investigation of the Security Event, including the collection
and preservation of data and evidence concerning the Security Event; (ii) take all steps
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appropriate and necessary to contain, prevent and mitigate any further Security Event;
(iii) provide Client prompt notice of any such Security Event, but not later than twenty-
four (24) hours after HALOCK learns of a confirmed Security Event; (iv) provide Client
with a written report concerning any such Security Event within three (3) business days
of the Security Event; (v) document and detail the remedial action taken and planned to
be taken by HALOCK, to remediate any such Security Event; and (vi) and reasonably
cooperate with Client to provide information as requested by Client, provided such
requests do not violate confidentiality agreements established by and between
HALOCK and other third parties.
11.6 Notice of Changes in HALOCK's Security Program. HALOCK shall notify Client
whenever there are changes in its security program that would materially affect the
terms stated in sections 11.1-11.5.
12.0 Assessments, Audits, Penetration Testing, and Incident Response.
12.1 General Provisions. HALOCK, through the course of its work efforts for Client,
may need to perform automated scanning, manual attempts to exploit vulnerabilities,
incident response, forensic analysis and/or other assessment activities in order to gain
control of target systems and identify related vulnerabilities. These activities involve a
variety of tools and techniques that may cause the target services to behave in an
unintended manner. This may result in servers, services, applications, or other devices
becoming unresponsive, and could potentially lead to data loss and/or data corruption.
To the extent possible, HALOCK will take precautionary measures to avoid any such
problems by conducting a planning session with Client prior to commencement of the
assessment.
12.2 Client's Obligations and Waiver of Claims. The Client is expected to take
appropriate steps to ensure that data and information on all systems that fall within the
scope of Services and/or that may be impacted by the Services has been properly backed
up prior to commencement of the Services. The Client agrees that it will make
appropriate personnel available to aid in the planning and coordination of Services
activity in order to minimize business impact and to assist in the process of recovering
systems functionality if problems do arise. The Client shall grant HALOCK reasonable
access to its networks, systems, and/or applications to perform the Services outlined in
the related SOW. HALOCK will not be subject to liability for claims of any kind
whatsoever that result from the Client's failure to take appropriate steps to back up data
and/or information on its systems, and Client expressly waives any and all claims of
any kind whatsoever, against HALOCK as well as HALOCK's employees and agents,
which result from Client's failure to back up its data and/or information.
12.3 Impossibility of Identifying All Issues and Vulnerabilities. Client acknowledges
and understands that, during the course of any incident response or other assessment
HALOCK Security Labs I Master Services Agreement Page 7 of 18
CZ7 Securitylabs
Z)
Purpose Driven Sec€irity
activity, it may be impossible and impractical for HALOCK to assess 100% of a Client's
environment and, in the performance of its work, HALOCK will only assess a
reasonable sample of the Client's system, server, applications, processes and/or
documentation. HALOCK will conduct a reasonable sampling of the relevant
information and Client recognizes that HALOCK cannot identify every single problem
with a Client's system, server, application, process and/or documentation. In light of
the unpredictable nature of how systems may react to tools and techniques that
HALOCK may use during the course of its work, HALOCK makes no guarantee that
the final report will identify all vulnerabilities, liabilities, and/or control gaps that may,
have or will affect the organization. Client expressly acknowledges and understands the
statements in this Paragraph 12.3.
12.4 Inability to Guarantee Identification of Incident Source during Incident
Response Work. During the performance of any incident response and/or forensic
analysis, HALOCK will make all reasonable efforts to identify the source of the
incident. However, HALOCK makes no guarantee that it will be able to identify the
incident source, and makes no guarantee that its final report will include the source of
the incident. Client expressly acknowledges and understands HALOCK's
representations in this regard.
12.5 Point in Time. Client acknowledges and understands that HALOCK only
provides point-in-time validation, testing and assessment, and that HALOCK's
validation, testing and assessment of a system, server, application, process, and/or
documentation only pertains to the time when HALOCK conducts its work. HALOCK
makes no representations or statements concerning the status of Client's system, server,
application, process, and/or documentation at any time prior to or after the validation,
testing or assessment process. Client acknowledges and understands that its system,
server, application, process, and/or documentation is subject to change before, during,
and/or following any validation, testing or assessment by HALOCK.
12.6 Scope of Environment. Client acknowledges and understands that HALOCK is
relying on Client's representations concerning the scope and boundaries of its
environment. Client acknowledges that HALOCK's performance, validation, testing
and assessment may be adversely impacted if Client fails to accurately describe or scope
its environment for HALOCK. Client hereby waives any and all claims for damages of
any kind, against HALOCK as well as HALOCK's employees and agents, which result
directly or indirectly from Client's failure to accurately scope or describe its
environment.
12.7 Continuous Maintenance. Client acknowledges and understands that it is
responsible for any necessary compliance and/or system maintenance that may be
required following the completion of any validation, testing of other assessment by
HALOCK. Client hereby waives any and all claims for damages of any kind, against
HALOCK Security Labs I Master Services Agreement Page 8 of 18
HALOCKSecurityLabs
Purpose Driven Security
HALOCK as well as HALOCK's employees and agents, which result directly or
indirectly from Client's failure to perform any necessary compliance and/or system
maintenance.
12.8 Payment Obligation is Independent of Outcome. Client agrees that all fees are
due to HALOCK for Services rendered and tools utilized regardless of the outcome,
results and/or Client satisfaction of the engagement.
13.0 Term and Termination.
13.1 T 't 1 Term .a 17 1 Term. The teem of t4is A`rreef t N v;11 ZTIITII lamm.,
„l..t
+1, Effeetive Pate .1 '11 +'nue for- a period of t-,yelye (12) iae
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aditi . a t-welve (42) ment4 perieds ("Renewal Ter-fn").
13.2 Termination. Notwithstanding section 13.1 (Initial Term and Renewal Term),
either Party may terminate this Agreement at any time upon thirty (30) days prior
written notice to the other Party. Upon termination, an orderly phase-out schedule will
be mutually created by Client and HALOCK, and all of Client's property, material, and
work in HALOCK's possession, including any and all documents in the possession of
HALOCK and/or its employees, which incorporate any classified information (from a
patent, trademark, copyright, proprietary information, and government secrecy
standpoint), shall be delivered to Client.
13.3 Client's Obligations Upon Termination. In the event of any termination, Client
shall pay to HALOCK any compensation due to HALOCK for the time of any
independent subcontractor and/or HALOCK employee who has performed Services, plus
approved reimbursable expenses as of the termination date pursuant to the terms and
rates agreed to by the Parties. Unless otherwise agreed by the Parties in a separate
agreement, in the event of a fixed fee project, Client shall pay to HALOCK a termination
fee to be mutually agreed to by Client and HALOCK that shall be no less than an
amount equal to the actual hours worked by any independent subcontractor and/or
HALOCK employee multiplied by the out of scope billing rates specified in the SOW.
13.4 Return of Equipment. Client agrees to return any and all equipment or other
HALOCK property supplied by an independent subcontractor and/or HALOCK
employee within ten (10) days of the termination of this Agreement and in working
order. Client agrees to reimburse HALOCK for the full replacement cost of any
damaged equipment or equipment not returned in a timely manner.
14.0 Representations and Warranties. HALOCK and Client each represent, warrant
and covenant that: (i) each party has the full right and authority to enter into, execute,
and perform its respective obligations under this Agreement and that no pending or
threatened claim or litigation known to it will have a material adverse impact on its
HALOCK Security Labs I Master Services Agreement Page 9 of 18
Secu rityLa s
Purpose [given Security
ability to perform as required by this Agreement; (ii) the Services and obligations
hereunder will be performed in a reasonable and workmanlike manner; (iii) the Services
and obligations hereunder will be performed in compliance with all applicable federal,
state and local laws, statutes, rules, regulations and ordinances; (iv) each party shall
dedicate such time and resources as necessary to perform the Services on a timely basis;
and (v) it will keep Client reasonably informed regarding the status of the Services
performed hereunder.
15.0 Limits of Liability. Except for the obligations under paragraph 18.0 (Indemnity), in
no event shall either Party be liable to the other for consequential, incidental, indirect,
punitive or special damages (including loss of profits, data, business or goodwill), from
all causes of action of any kind, including any action sounding in contract, tort, breach
of warranty, or otherwise, even if a Party was advised of the likelihood of such damages
occurring. It is further agreed that, except for each Party's obligations under paragraph
18.0 (Indemnity) of this Agreement, each Party's aggregate liability for direct damages
for any claim that is brought pursuant to this Agreement shall not exceed $1 million
($1,000,000).
16.0 Waiver- of Claims and Liabilities by Client. Client acknowledges that. an ,
employee or- independent subeontr-aEtOr- of 14ALOCK r
during the ofr
instructions or- infor-mation from Client Felating to the wer-k-
14ALOCK may not have an oppoFtunity to advise Client a out the Eonsequenees-4
Eer-tain -c-onduet to be taken by a agent-, employee of: independent.
subeontr-aFtor, given-that-exige-B.Cies may exist. Client hefeby waives any "1 s,
Cy . �st 14ALOCK-, for- any damages of any kind that result fr-OM (1) the —lient's
r
or- infor-mrscie , Ml a deisiv — ---.,se of eenduct taken agent employee o
independent pubEont1-aEtor–of 14iL K's that is neeessafy to addr-ess an exigent.
eir-EUFAstanEe suEh that t4er-e is no tifne tO Eonfer- in adVaREe with Client withOut Fisk of
potential r loss;
and�or- (3) any defeEt of any kind in any soft-,var-eRisk,
17.0 Warranty and Disclaimer of Warranties Concerning Products, Equipment and
Goods. Client expressly acknowledges that it will select solutions and may agree to the
use of products, software, equipment and/or goods in order to solve or attempt to solve
identified problems and issues. While HALOCK may, in the performance of its work,
recommend solutions to Client, including the use of products, software, equipment and/or
goods, Client expressly acknowledges and agrees that HALOCK is not a designer,
manufacturer, distributor, or operator of any such products, software, equipment and/or
goods including but not limited to any software offered and/or provided through the GRC
portal and/or by Reasonable Risk, LLC. In light of the foregoing, the Parties expressly
acknowledge and agree to the following:
HALOCK Security Labs I Master Services Agreement Page 10 of 18
HALOCKSecurityLabs
Purpose given Security
17.1 If HALOCK has reason to know of the specific purpose for which a product,
software, piece of equipment and/or good is required by Client, if HALOCK has reason
to know that Client is relying on HALOCK's judgment when selecting a product,
software, piece of equipment and/or good, and if Client actually relies on HALOCK's
judgment when selecting a product, software, piece of equipment and/or good, then
HALOCK hereby warrants that the product, piece of equipment and/or good is suitable
for that specific purpose.
17.2 HALOCK does not make any express and/or implied warranties OF ANY KIND
other than what is expressly stated in Section 17.1, and HALOCK hereby EXPRESSLY
disclaims any and all additional EXPRESS AND/OR IMPLIED warranties of any kind
including,but not limited to, any warranties of design and/or merchantability.
17.3 Client acknowledges that, when selecting and/or purchasing any product,
software, piece of equipment and/or good for its use, Client shall not rely solely on any
statement or representation made by any independent subcontractor, agent or
employee of HALOCK and Client acknowledges that it has the right to independently
exercise its own judgment when selecting and/or purchasing any product, software,
piece of equipment and/or good.
17.4 Client acknowledges that HALOCK shall not be subject to liability for any
damages caused by any design and/or manufacturing defect in any product, software,
piece of equipment and/or good unless HALOCK knew or had reason to know about
that defect prior to or at the time when the product, software, piece of equipment
and/or good is acquired by Client and only if HALOCK failed to advise Client about the
defect.
17.5 Except as is otherwise expressly stated in this Section 17.0, Client waives any
claim of any kind against HALOCK or its assignee for any loss, damage or expense that
is caused by or results from Client's use of any product, software, piece of equipment
and/or good.
17.6 HALOCK and Client agree and acknowledge that the terms stated in this Section
17.0 apply only in the event that a separate statement of work has not been executed. If
a separate statement of work exists, the terms of that statement of work supersede the
terms stated in this Section 17.0.
18.0 Indemnity.
18.1 Each Party agrees that it will indemnify, defend (if requested) and hold harmless
the other Party as well as its respective parents, affiliates and subsidiary entities,
officers, directors, shareholders, representatives, successors, assigns, employees and
agents (collectively, the "Indemnitees") from and against any and all judgments,
actions, claims, lawsuits, losses, fines, penalties, interest, deficiencies, damages,
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HA LOCK Secu ritv La bs
PLirpose Driven SecLirity
liabilities, costs and/or expenses (including reasonable attorneys' fees, expenses, court
costs and/or arbitration fees) (hereinafter "Indemnification Damages") that may be
suffered, made or incurred by any Indemnitee arising out of: (i) any breach or alleged
breach of any of the representations, warranties, covenants, obligations or agreements
made by the indemnifying Party in this Agreement, and/or (ii) the fraud, negligence,
willful, illegal and/or intentional conduct of the indemnifying Party. Client
acknowledges, understands and agrees that HALOCK is not obligated to defend and/or
indemnify Client from and against any and all Indemnification Damages arising out of
any defects and/or problems with any software offered and/or provided through the
GRC portal and/or by Reasonable Risk, LLC. Finally, the Party's agree that neither
Party is entitled to seek indemnification from the other Party for any Indemnification
Damages arising out of a Party's own negligent, willful and/or intentional conduct.
18.2 A Party seeking indemnification from the other must provide the other Party
with a written demand for indemnification promptly after learning about any claim that
may require indemnification. The Party seeking indemnification must allow the
indemnifying Party to assume full control of the defense and settlement of the claim.
The indemnified Party agrees to provide the indemnifying Party with reasonable
cooperation including, but not limited to, reasonable access to documents and witnesses
that are necessary to defend the claim. The indemnified Party shall have the right to
participate in the defense of the claim at its own expense. The indemnifying Party shall
not enter into any settlement agreement, consent to the entry of a judgment or
otherwise settle or resolve any claim without the written consent of the indemnified
Party, and such consent shall not be unreasonably withheld. Finally, any failure by the
indemnified Party to satisfy any obligations under this section shall limit the
indemnifying Party's obligations but only to the extent it suffers actual prejudice as a
result.
18.3 Insurance Requirements. HALOCK and Client shall maintain insurance against
losses and damages to persons or to real or personal property, including worker's
compensation, public liability, property damage and automobile liability insurance in
an amount not less than $1 million ($1,000,000). Rach Party shall add the other- PaA�-�
an additional insured under- the aforementioned insur-ance pelieies. Prior to the
commencement of any work and upon request, a Party shall produce, to the other
Party, a certificate of insurance demonstrating such coverage.
18.4 Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be made by personal delivery, overnight express courier (such as Federal
Express) or by pre-paid certified or registered mail, addressed to the other Party as
follows:
HALOCK Security Labs I Master Services Agreement Page 12 of 18
HALOCKSecurityLabs
Purpose Driven Security
If to HALOCK: Attn: Terry Kurzynski, Senior Partner
HALOCK Security Labs
1834 Walden Office Square, Suite 200,
Schaumburg, IL 60173
847.221.0212
If to Client : Attn: Tim Fox Information Technology Director
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
630-368-5174
18.5 Or, notice may be delivered to such other address as may be given by any Party to
the other in writing from time to time. Notice will be deemed to have been received
upon delivery or upon rejection of delivery as evidenced by a Party's signature.
18.6 21.0 HALOCK Security Labs. The formal corporate name for HALOCK
Security Labs is Remington Associates Ltd., d/b/a HALOCK Security Labs, an Illinois
corporation. Client should use the name "HALOCK" or "HALOCK Security Labs" in
its vendor management system.
22.0 General Provisions
22.1 Assignment and Successors. Either Party may assign any or all of its rights,
obligations and/or duties under this Agreement at any time and from time to time
upon the written consent of the other Party and each Party agrees that such consent
shall not be unreasonably withheld. The Parties agree that this Agreement shall be
binding upon the successors of each Party and shall inure to the benefit of, and be
enforceable by, such successors, and any officers or directors thereof.
22.2 Rights of Title to HALOCK's Intellectual Property. Client acknowledges that
HALOCK has invested substantial time, money and effort in order to develop its tools,
toolkits, templates, methods, plans, posters, videos, agreements, content, processes,
runbooks, as well as additional content and documents identified as its intellectual
property ("HALOCK's Intellectual Property"). Except as expressly described in Section
22.3, HALOCK alone shall own all right, title and interest, including all related
intellectual property rights, in and to HALOCK's Intellectual Property and any
derivative works and HALOCK will have perpetual rights to HALOCK's Intellectual
Property as well as any algorithms, methods, templates and processes used to develop
HALOCK's Intellectual Property and any derivative works.
22.3 Ownership of Deliverables and Client's Works. All concepts, designs, programs,
HALOCK Security Labs I Master Services Agreement Page 13 of 18
HALOCKSecurityLabs
Purpose Driven Security
manuals, tapes, flowcharts and any other material prepared by HALOCK for Client
under this Agreement ("Deliverables") and/or any material developed independently
by Client using HALOCK's Intellectual Property ("Client's Works") are created
specifically for Client's use as defined by this Agreement. Client shall not redistribute
or share any of HALOCK's Intellectual Property created under this Agreement with
any company or persons not a party to this Agreement although this restriction shall
not apply to Deliverables and/or Client's Works. Client shall own and have the right to
obtain from HALOCK and/or its employees, and to hold in its own name, copyrights,
trademark registrations, patents or whatever protection Client may deem appropriate in
any material prepared by HALOCK specifically for Client under this Agreement.
HALOCK shall, and shall cause its employees and subcontractors to, execute any
documents and take any actions reasonably requested by Client to perfect its ownership
and/or registration of any Deliverables, Client's Works or any intellectual property
rights therein. By providing Client with the Deliverables and/or allowing Client to
develop the Client's Works, HALOCK does not waive any of its right, title and/or
interest in HALOCK's Intellectual Property and derivative works.
22.4 License Grant. From and after the Effective Date, HALOCK hereby grants to
Client, and Client hereby accepts from HALOCK, a perpetual, irrevocable, world-wide,
fully paid-up, royalty-free license to use and modify the Deliverables and, to the extent
necessary under the law, Client's Works. Except as expressly provided herein, Client is
granted no rights or licenses whatsoever in or to HALOCK's Intellectual Property or
any other HALOCK products, services or other HALOCK intellectual property or
personal rights.
22.5 Restrictions. Client agrees not to use HALOCK's Intellectual Property, the
Deliverables, and/or Client's Works in a manner that violates any applicable laws,
regulations or this Agreement. Client shall not distribute the Deliverables and/or
Client's Works in electronic editable format to any 3rd party without technically
enforceable restrictions of use, including duplication, modification, trading or selling, or
any other use for personal gain although this restriction does not prevent Client from
creating, modifying and/or distributing the Deliverables and/or Client's Works.
22.6 HALOCK's Trade Secrets. Client acknowledges that HALOCK's Intellectual
Property constitutes trade secrets as that information (i) is not generally known and/or
available to the public; (ii) has actual commercial value and provides HALOCK with an
economic advantage over its competitors; and (iii) is actively protected from disclosure
through contractual protection, maintaining the confidentiality of HALOCK's
Intellectual Property and other reasonable efforts applicable to HALOCK's business.
Client expressly agrees not to disclose any of HALOCK's Intellectual Property and/or
trade secrets of any kind to any third party under any circumstances unless such
HALOCK Security Labs I Master Services Agreement Page 14 of 18
HALOCKSecurityLabs
PUrpose Driven Secwity
disclosure is expressly authorized by HALOCK in writing and further agrees to take
reasonable steps to maintain the confidentiality of HALOCK's Intellectual Property and
trade secrets although these restrictions and obligations shall not apply to the
Deliverables and/or Client's Works. Client agrees not to use any of HALOCK's
Intellectual Property and/or trade secrets for its own benefit except as expressly
provided herein and in connection with the Services. Client acknowledges and agrees
that the unauthorized acquisition, use or disclosure of HALOCK's Intellectual Property
and trade secrets in a manner contrary to honest commercial practices by others is
regarded as an unfair practice and a violation of trade secret protection as well as this
Agreement.
22.7 Written Disclosure. HALOCK and its employee shall promptly disclose in writing
to Client all writings, inventions, improvements, or discoveries, whether copyrightable,
patentable, or not, which are written, conceived, made, or discovered by HALOCK's
employees jointly with Client or singly arising out of, or during the term of this
Agreement. As to each such disclosure, HALOCK and/or its employees shall
specifically point out the features or concepts considered new or different. HALOCK
represents and warrants that there are, at present, no writings, inventions,
improvements, or discoveries not included in a copyright, copyright applications,
patent, or patent application that were written, conceived, invented, made, or
discovered by HALOCK and/or employees before entering into this Agreement, and
which HALOCK and/or employees desire to remove from the provisions of this
Agreement, except those stated specifically in writing by HALOCK.
22.8 Choice of Law. The Parties expressly agree that any dispute that arises under or in
relation to this Agreement shall be governed by Illinois law, regardless of any
applicable choice-of-law principles.
22.9 Binding Arbitration. The Parties agree that any controversy or claim arising out of
or relating to this Agreement, or breach thereof, shall be settled via binding arbitration
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof. Further, Client and HALOCK agree to
equally share the cost of arbitration while arbitration is pending, with the prevailing
Party to receive the cost of arbitration, as well as all reasonable legal fees and expenses
incurred in relation to the arbitration. The Parties further agree that the arbitration
hearing itself will proceed at a forum located within 150 miles of the Chicago-land area
to be agreed upon by the Parties.
22.10 Entire Agreement. This Agreement and any SOW constitute the entire
understanding between the Parties, and supersede all prior agreements and
negotiations, whether oral or written. There are no other agreements between the
Parties, except as set forth in this Agreement or any SOW. No supplement,
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HALOCKSecurityLabs
Purpose Driver) Sect'10
modification, waiver, or termination of this Agreement shall be binding unless in
writing and executed by the Parties to this Agreement. In the event of any conflict or
inconsistency between the terms of the Agreement and the terms of any SOW, the terms
of this Agreement will govern and control in all respects. The Client acknowledges and
understands that the statements and representations that are included in any proposal,
provided by HALOCK, are not incorporated into this Agreement as legally binding
terms and obligations of HALOCK.
22.11 Survival. Termination or expiration of this Agreement for any reason shall not
release either Party from any liabilities which, by their nature, are applicable following
any such termination or expiration.
22.12 Headings. The inclusion of headings in this Agreement is for convenience of
reference only and shall not affect the construction or interpretation hereof.
22.13 Counterparts; Facsimile and Electronic Signatures. This Agreement may be
executed in as many counterparts as may be deemed necessary and convenient, and by
the different Parties hereto on separate counterparts, each of which when so executed
shall be deemed an original, but all such counterparts shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this Agreement
by via any electronic means shall be effective as delivery of a manually executed
counterpart to this Agreement.
22.14 Severability. If any provision of this Agreement is held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will
not in any way be affected or impaired.
23.0 Attorney — Client Privilege. Client further understands that any
communications that involve an attorney who is providing legal advice are
communications that are protected by the Attorney-Client Privilege and/or work
product doctrine. Client agrees that any communications between HALOCK and an
attorney for the Client are considered privileged and subject to the protection of the
attorney-client privilege so long as the communications are for the purpose of
providing the Client with legal advice. Client acknowledges and understands that the
privilege can we waived if protected information is disclosed to third parties. Finally,
Client acknowledges that it is ultimately up to a court of competent jurisdiction to
determine the full nature and extent of any protection that is afforded by the attorney-
client privilege.
Approval and Acknowledgment. The Parties acknowledges that they have thoroughly
read this Agreement, understand it, and agree to be bound by its terms and further
agree that it is the complete and exclusive statement of the Agreement between the
Parties, which supersedes all proposals, oral or written, and all communications
between the Parties relating to the subject matter of this Agreement. HALOCK and
HALOCK Security Labs I Master Services Agreement Page 16 of 18
DocuSign Envelope ID:9633228D-E385-4D39-8497-E9DC208E76BC
0 On"A L secu rityL.a bs
Purpose Driven Security
Client further acknowledge that they have each had had the opportunity to review this
Agreement with an attorney of their respective choice, and have each agreed to all of its
terms. Under these circumstances, HALOCK and Client agree that the rule of
construction that a contract be construed against the drafter shall not be applied in
interpreting this Agreement and that in the event of any ambiguity in any of the terms
or conditions of this Agreement, including any exhibits, schedules or attachments
hereto, such ambiguity shall not be construed for or against any Party hereto on the
basis that such Party did or did not author same.
For: Village of Oak Brook For: HALOCA<0 j§.ecRrity Labs
Signed: Signed:
Printed: :�rP_C4 �(,&M (►LP,fJ Printed: Terry Kurzynski
Title: V t tlGC Title: Senior Partner
5/20/2022 1 09:29:45 CDT
Date: � Date:
HALOCK Security Labs i Master Services Agreement Page 17 of 18
dHALOCKSecurityLabs
Prirpose Driven SeCUIAY
HALOCK RATE SHEET 2022
Effective Date: January 1, 2022
RATES. A separate SOW, quotation or proposal may be supplied for details of fees and
payment terms. For projects in the absence of any other mutually agreed upon fee structure,
this Rate Sheet contains a list of applicable rates. HALOCK reserves the right to adjust fees at
its sole discretion and publish on an annual basis.
APPLICABLE RATES
Resource Classification Hourly Rate
Security Engineer $350
Governance Risk Consultant (GRC) $350
Managing Consultant $350
Principal $350
Partner $400
Incident Response/ Forensics $390
Litigation Support $400
Trial/Deposition $450
HALOCK Security Labs I Master Services Agreement Page 18 of 18