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Master Services Agreement ‘This Agreoinent is entered into as of August 9, 2019 between Shadow, Inc, a Dalaveare corporation (“Consultant”) and the Towa Democratic Party (Client). Under this agreement, Shadow, Ine will provide technology services fo the lows Democsatio Patty. Recitals A. Consultant i in the business of, and experienced at, providing technology services. 1B. The Client has determined the technology services of Consultant are necessary and desirable in onder to achieve its objectives. ‘Therefore, in consideration of the mutual covenants und agreements contained herein, and intending to be legally bound, the parties agree as follows: 1, Duties of Consuttant, | Duties. Consultant will produce the following deliverables: i, Caucus teporter mobile app ii, Caucus reporting dashboard fii, Caucus results API Collectively the “Software”. b, Duties Oatside Scope of Agreement. If Client requests additional services outside the scope of this Agreement, the Consuttant will provide an estimate to the Client of 1) the estimated time required to implement the additional services, and ii) the additional financial cost to the Client for these services, & Changes, Any changes to this Agresment must be prosented through a mutually- agreed change process. To the extent a change does nat impact pricing/feas, timelines or modify the Duties, such change (e.g. a modification to the communications schedule) may be agreed and documented by the Project Management in the regular ‘course of business, Otherwise, « chango must bo implemented through a formal ‘written amendment to this Agreement in accordance with Seotion 17 of the Agreement 2, erm, ‘The term of this consulting agrecinent shall commence on August 9, 2019, and shall i through February 28, 2020 unless earlier terminated in accordance with Section 17 3, ees and Expenses. In consideration of the services fo be performed by Consultant, pursuant to this agreement, the Client shall pay the Consultant's fees, expenses, and costs as follows: | 1 i | | b Extraordinary Expenses, Tho Cliont shall reimburse Consultant for alt out-of-pocket ‘expenses inontred by the Consultant in connection with services rendered by it pursuant to this agreement, including without limitation: travel, lodging, away-from- hhome meals, taxicab and other transportation fares, photocopying, postage, messenger fees and other delivery charges, provided that al travel and lodging arrangements are sade in compliance with any travel policy that Client shall put in place and provide to Consultant, When incurring any extraordinary expenses, Consultant shall alvays select the lowest reasonable cost alternative, Consultant shall also obtain the prior approval of Client before incurring any expenses in excess of two hundred ($200) dollars, Consultant shall invoice Client for these expenses and Client shall pay such {invoice to Consultant within 30 days of receipt. Cancellation of Work. Ifthe Client cancels any work in progress, it shall pay Consultant forall expenses incurred through the date of cancellation, 3s. In order to receive payroent, Consultant shall submit an invoice setting forth, and ineluding an itemization of Consultants fees, as well as any extraordinary ‘expenses incurred, Receipts must be attached for all extraordinary expenses. Consuttant will also furnish eny other receipts, documents or information as Client may reasonably request to verify any invoice submitted by Consuitent. ‘Third Party Resources, Hxchiding the use of sub-contractors, tothe extent that any equipment, support services or other resources aro used in connection with the Services that are owned or paid for by a third party entity, including but not limited to office space, related utilities and overhead, office supplies, secretarial or other support staff time, travel expenses, and the like (“Third Party Resources”), the fair market valuo of tho uso of Third Party Resources shall be paid for in advance by Client to such entity. However, Consultant is responsible for paying forthe office space, related utilities and overhead, office supplies, sevetaral services for its staff at is regular place of business, Consultant shall prepare an itemized estimate of any Third Party Resources that Consultant antiojpates using in advaneco, and submit such invoice {0 Client for approval, which Client may withhold in its sole discretion. Client shall pay for all approved itemized Third Party Resources before Consultent uses any Third Party Resoureos in connection with the services, Consultant shall not employ or otherwise use any ‘Third Party Resources in connection with the provision ofthe consulting services detailed above if such employment or other use would result in Client being deemed to have received a contribution under the Federal Hlection Campaign Act of 1971, as amended, or lowa state law. 4,Tormination, Bither the Consultant or the Cllent may terminate this Agreement at any time, if tho other party isin broach of the Agreement, upon thirty (30) days? written notice tothe other party and feilure to cure such breach, The “date of termination” shall be the date upon which the notice period expires. In the event of any termination, ether party's sole liability and the other party's exclusive remedy is limited to payment for all fees, expenses and costs due or incurred prior to and including the date of termination, Ifthe Consultant terminates the Agreement, it shall refund Client its payments pro rata for Software not yet performed as of the the date of | cancellation 5. No Warranty, Consultant shall perform all servioes sot forth inthis agreement with a duty of care and skill as performed and expected in its industry, but makes no representations or ‘warranties, express or implied, as to the of success of the communications and marketing efforts made pursuant to this Agreement, 6. Account Access and Authorization, The Consultant is authorized by the Client to access and tse eny online systems, onfine accounts, end technology platforms nevessaty for the performance cf Consultants duties within the scope of this Agreement, subject to the provisions of Scction 16, Client does not authorize the Consultant to use any of the Client's online accounts, systems, or technology platforms for any other purpose, Consultant agreos to work with the DNC Services Corporation / Democratic National Committee (“DNC”) on an on-going basis as Consultent develops the Software. As part of this obligation, Consultant shal: () provide DNC continual aecess fo review the Consultant's system configurations, security and system logs, system designs, dataflow designs, security controls {preventative and detective), and operational plans for how tho Consultant will use and run the Software for informational dissemination, pre-registration, tabulation, and reporting throughout. the caucus process; (ii at the request of the DNC, work with any DNC-identified third party Software ponetration testers and third party forensic examiners on an on-going basis during this Agreement, which DNC may choose in its sole discretion; (il) host a table top exorcise in which the DNC and Jowa Democratic Party shall participate; (iv) provide monthly written updates to the DNC regarding the Software status and timeline for implementation; and (y) shall work constructively with the DNC, lowa Democratic Party, and/or any DNC contracted third parties to address potential deficiencies in planning and implementation, For the avoidance of doubt, the DNC shall not be liable to the Consultant, the Towa Democratic Party, of to any person for any allogation, claim, action, suit, proceeding or investigation asserted or initiated related to the Software or tais Agreemont for indieet, incidental, consequential, special, punitive or exemplary damages of any kind, regardless of the DNC’s actions, inaction, knowledge, or involvement with regards to the Software or this Agreement, 7. Independent Contractor Status, Consultant will be acting solely as an independent contractor in rendering the services described inthis agreement. None of Consultant's employees or subcontractors shall be deemed to be employees of Client 8, Intellectual Property. Other than Pre-existing Materials, as defined below, all donor records and data, lists, files, documents, artwork, technology assots, conoepts, photography, plans, data, analyses, compater records, constituent list, polling resulis, research, digital assets, advertisements, code, software, analytical work product, and other materials produced, developed, generated (including information reported by precinct chairs), updated, refined or obtained by Consultant in furtherance of, or in connection with, the Services, and all intellectual proporty rights therein, are works for hire and shall become and remain the exclusive property of the Client, as well es any information related to the Client's caucus, including but aot limited to actual votes cast by caucus participants. Consultant (a) assigns all ofthese rights to Client now to the extent permitted by law; (b) will assign any other sch rights to Client in the fue; and (©) will promptly execute and deliver all documents end take other actions thet Client or its counsel reasonably request to realize these assignments. Consultant warrants that it shall not breach any copyright ot other third-party rights in producing any Work Product, (collectively, “Tatellectual Property”). ‘The Intellectual Property will be deemed to be “Confidential Information” and ineluded in the restrictions listed in Paragraph 16 below. “Pre-Faxisting Materials” means any materials (D) (@) altoady cteated ot owned by Consultant at the time of the commencement of the Services, or (b) created or acquired by Consultant after the commencement of the Consulting Services independently from and other than pursuant to the porformance of the Consulting Services, and (i) ineorpotated in Work Product. Consultant hereby grants Client an unlimited, non-exolusve, irevoeable and royalty-free (except for amounts due under the Agreement) perpetual license to use and modify any Pre-Fxisting ‘Materials inoorporated in the Work Product, 9, Non-Solicitation of Personnel, Cliont will not assist, solicit, coach, or encourage any personnel and associated persons of Consultant's to discontinue employment with Consultant. ‘Cliont will not offer employment or consultancy to any personnel or associated persons of the Consultant, within one (1) year of tho dete on which such personnel or associated persons tecminates their relationship with the Consultant. This section 9 will survive the term and termination of this agreement. 10, Notices, All notices requited or petmittod under this agreement shall be suffiotent if given in ‘writing and digitally sent with acknowledgement of receipt, tothe other party at tho email addresses set forth below or to such other email address as either party may designate in writing ‘Tho effective date of notice shall be upon receipt by the receiving party. 11, Project Management, For the purposes of this Agreement, Client and Consultant name the following persons as Project Leader and Project Manager: 12, Indemnification, 1a, Each party shall indemnify the other party, as well as its officers, directors, ‘employees, agents and affiliates, from and against any and all third party liabilities, judgments, obligations, losses, damages, claims, suits end proceedings (including legal expenses and reasonable attorneys” fees) to the extent caused by the willful negligence or intentional misconduct of the indemnifying party in connection with the performance of this Agreement or work carried out, The indemnifying party shall have no obligation hereunder in respect to thind party liabilities, judgments, obligations, losses, damages, claims, suits or proceedings to the extent caused by the negligence or intentional misconduct of an indemnified patty. Consultant also agrees to indemnify and hold harmless Client against any and all losses, liabilities, damages, demands, settlements, judgments, costs and expenses, including reasonable attomeys’ fees, sustained @s a result of () any claim or action arising from of in connection with any Services performed by Consultant pursuant to this Agreement; (ii) Consultants breach of any of the obligations, representations, warranties or covenants set forth in this Agreement; (i) any Security Incident; o (i) any clsim of copyright infringement, trademark or servicomark infringement, trade dross inftingement, unfit competition, miseppropriation of ideas, invasion of rights of privacy, of invasion of right of publicity arising from any Services performed by Consultant under this Agreoment, provided, however, that this indemnification obligation shall not apply to claims to the extent arising from any materials that were prepared based upon information or materials provided by Client, 13, Compliance with Federal aud State Laws. Consultant will at all times comply at its own expense with any and all municipal, state, and federal laws, regulations, and orders now in fect, or which may hereafter be enacted, concerning the services and deliverables contemplated or completed under the scope of this Agreement. Consultant will work with Client to ensue that the Agrooment does not violate state or fedora! campaign finance law as a result of Consultant's other clients 14, Governing Law. The terms of this Agreoment shall be governed by and construed in accordance with the laws of the sto of Iowa, Any action of litigation conceming this Agreement shall take place exclusively inthe federal or state courts located in Towe, and the parties expressly Consent othe jurisdiction of, and venue in such court 15, Force Majeure, Neither party will be liable for delays in its porforrmance or failure to perform in whole or in part the terms of this Agreement caused by the occurrence of any contingency beyond its control, including, without fimitation, labor dispute stiike, labor shortage, war or act of war, insurrection, sabotage, riot or civil commotion, act of a public enemy, epidemic, accident, fire, storm, earthquake, explosion, flood, drought or othor act of God, act of any governmental authority, judiciel action, transportation cmbargo, of faifure or delay in transportation, short or reduced supply of fuel or raw material, technical failure where such party has exorcised ordinary eare in the prevention thereof, and any such delay or feilure will not be considered a breach of this Agreement 16, Confidentiality. a, The parties may disclose fo each other and their respective designated agonts ‘confidential and proprietary information and trace secrets, including without limitation, data, research, developments, processes, procedures, intellectual property, information and data relating to customers, marketing plans and future products, business date, internal organizational structure, methods of operations, business processes, forecasts, end financial information and such other information disclosed pursuant fo conditions of confidentiality, whether disclosed prior to, upon or after execution of this Agreement, as well asthe terms and conditions (but not the mete existence) of this Agreement (hereinafter “Confidential Information”). The patties agree that they will not at any time during the Term of this Agreement or thereafter, ‘and in any manner, except within tho scope of this agreement, use, copy, disclose, divulge, furnish, make accessible, permit the disclosure of, or otherwise communicate ‘any Confidential information to any person or entity without the prior written consent of the other party. Confidential Information shall also include any other infoumation that is disclosed by Client to Consultant, or otherwise leaned or aequited by Consultant from Client, during the course of Consultant's service under this Agreement, ether directly or indirectly, in writing, orally or by inspection of tangible ‘and intangible objects, end whether stored on any tangible medium or memorialized by Consultant, including, but not limited to: the existence of this Agreement; the existence of any other agreements or other potential agreements entered into by or on behalf of Client; information constituting or relating fo the scope of the Services, rendered under this Agreement; proprietary information of Client; information related to the business, procasses, fundraising, financial results, methods of doing business, strategies, politcal affairs and objectives, operations, personal information or other affairs of Client's principals or such principals’ families, related organizations, ‘entities or affiliates in exch case that is not generally available tothe public and that b, becomes known by Consultant in connection with the Services; work product; trado scores; household information ineluding private residence locations; polling datas modeling data or scores; finances and financial strategies; budgots; bs scheatles; itineraries; routines; thnelines; operational plans; legal affairs opportunities; research; donor information; contet lists; contract; and assets, Confidential information shall also include any information related to the Cliont’s caucus, including but not limited fo actual votes east by caucus participants, The obligations hereunder will survive until such time as all Confidential Information disclosed hereunder ceases to constitute Confidential Information under the torms of this Agreement. Consultant agrees thatthe terms and conditions of this Agreement and all work performed by Consultant hereunder shall be treated by Consultant ia the strictest ‘confidence and shall not be disclosed to anyone other than persons authorized by Cliont to receive such information, Consultant shall refer promptly all queries from third partios regarding Client, in whatever form or circumstances they are made, to Client Consultant shall not be liable for disclosure of Confidential Information i such disclosure is pursuant to judicial action or other lawfully compelled disclosure, provided that Consultant notifies Client, by email and with a copy by registoted mail, of the need for such disclosure within five (5) days after such need becomes known and givos Client a reasonable opportunity to contest such disclosure, Upon termination of this Agreement for whatever reason, upon breach of any of the obligations set forth in this Agreement or upon Client’s written request and notwithstanding eny ongoing dispute of any kind, Consultant shall return ar desttoy, ‘at Cliont’s elcetion, all Cortfidential Information (es defined above) to Client, regardless of the form in which it appeers or is stored (including information stored in internet storage, computer dises, or other media). “The Consultant shall be obligated fo implement socond factor authentication for () Consultant's e-mail system; (if) any publicly accessible online media containing Confidential Informetion and (ii) any Consultant end user systema (including, but ot limited to, computers, tablets, iPeds and any other device capable of enabling second factor authentication) All end user devices of Consultant containing Confidential Information shall be configured with at-rest eneryption and be enabled with password protection, Consultant shall enable encryption on all network communication, Consultent shall not utilize romovablo media (i, thumb drives) to store Confidential Information unless such removable media is enctyption-enabled. Inthe instance the Consultant is unable to implement the aforementioned security measures, Consultant shall consult with the technical staff ofthe Cliont for altsrnative arrangements to prevent unanthorized use of Confidential Information, {In the event of any unauthorized access to, acquisition of, disclosure of, or use of any Confidential Information, or any reasonable suspicion, threat or indicator thereof h i. (-Seourity Incident”), Consultant shall () as promptly as is reasonably possible, but ‘no moro than 24 hours later, notify Client ofthe Security Incident; (i) investigate tho Sccunity Inoldent, identify the impact of the Security Incident and take commercially reasonable actions to mitigate the effects of any such Security Incident; and (i) timely provide any logelly required notifications to individuals affected by the Security Incident. Consultant represents and warrants that it follows best industry practices with regard to seouring Client's Confidential Information. As between Consultant and Client, Consultant shall be tesponsible for all reasonable costs related to its investigation of any Security Incident contemplated in tis paragraph and providing any legally required notification to individuals affected by any Security Incident. Except to the extent prohibited by applicable laws, Consultant shall, upon Cliont’s written request, provide Client with a description of any Secutity Incident and the exact data and type of data that was the subject of the Security Incident ‘To the extent either party copies or reproduces any Confidential Information belonging to the other party, such copies or reproductions shall bear the copyright or proprietary notices contained in the original provided by the disclosing party. The inclusion of any copyright notice on any such material shall not cause, or be ‘onsirued to cause, the material to be a published work, [Bech party shall advise the other party promptly in writing if the first party has actual knowledge of any unauthorized use or disclosure of Confidential Information, or ‘other violation ofits intellectual property rights by any of the first party's employees ‘or agents and shall provide the second party reasonable assistance in enforcing its intellectual property rights at the second party’s expenso, Consultant agrees that itis not, directly or indirectly, at any tite during the Term of ‘bis Agreomont, and without regard to when or for what reason this Agreement shall torminate, autborized to communicate with any member ofthe pres, inolu representatives of both print and electronic media, reganting any aspect of th Agrooment, the Services performed by Consultant under this Agreement, or any knowledge or information relating to the businoss of Client, without the express prior approval of Client or Client's anthorized representatives. Consultant shall refer promptly all queries from the press, in whatever form or circumstances they are ade, to Client or Client’s authorized representatives. Without limiting the above obligstions, Consultant and any of its employees and principals may not agree to do an interview on behalf of Client with any member of the press, including representatives of both print and electronic media, without the express prior approval of Client or Client's authorized representatives, Without limiting the above obligations, after this Agrecment is terminated, without the written prior approval of Client or Client's authorized representatives, Consultant and its principals and employees may not agree to () do an interview with any member ofthe press, including ropresentatives of both print and electronic media, ot (if) author, co-author, ‘rite, edit or cooperate in the development of an article, book, ar other publication ‘hat in whole or in part references or involves Client, any representative of Client, ot any of the Services performed by Consultant pursuant to this Agreement, J. Unless otherwise agreed upon in writing in advance by Cliont, Consultant shall not @) develop and issue any press releases or other communtiations identifying Consultant 1s providing the Secvices to Clion; (ii) list Client as a customer or olient of | Consultant on Consultant's website or in other marketing materials; (it) use Client's natno, sorvice marics, trademarks or logos on Consultant's wobsito, or in press releases, marketing materials or other public communications; or (iv) use Client’s name or diseuss the Services provided by Cousuftavt pursuant to this Agreement, ‘enetally of otherwise, when working with or negotiating with other potential olients 1k, Consultant shall ensure that any sub-contractors, agents, owners and employees, engaged by Consultant in connection with the Services provided under this Agreement comply with the relevant provisions of the Agreement, including but not limited to Sections 6, 8, 13, 16, 18, 19, 20, 21, 22, and 23. Consultant shall be liable for any failure by its sub-contractors to comply with these requirements, 1. Consultant shall also comply with all ofthe requirements of Client's data soourity 1m, Client shall have the right to audit Consultant, upon reasonable notice, to confirm that Consultant is complying with the torms ofthis Agrecnent, This provision shall survive termination of the Agreement for a period of two years. 17, Entire Agreement, This agreement contains all of the agreements between the Client and Consultant, and may not be modified orally or in any manner ott than by an agreement in ‘writing, signed by both partis. 18, Materials; Clearances, a. Consultant must provide Client with the opportunity to review in advance any content of any kind thet that Consultant generates for Client that will be publicly displayed or distributed (including, but in no Wey limited to any emails or digital adyertisomonts) (collectively, the “Content”) before such Content is publicly displayed or distributed. Consultant agrees that Client maintains final decision-making authority over all Content Consultant shall work with Client to ensue that all Content complies with the requirements of federal and stato law, inoluding but not limited to any disclaimer language required by federal and state law. , Consultant represents and warrants to Client that, () Consultant will obtain and, upon request, furnish to Client prior to the delivery of any completed Content, legal and effective written consents, waivers, releases, copyright assignments, licenses, authorizations and other agreements in form and substance requested by Client or approved by Client covering all persons, work and materins used by Consultant in | connection withthe creation and production thereof (except persons, matter and | materials supplied to Consultant by Client) to ensure the right of Client to free, unlimited and unrestricted exibition and use in any way or place worldwide of the | Content, or any part thereof, without limitation as to time, medium, use or otherwise, by Client and other third parties authorized by Client (collectively, the “Cleatatces”); and (i) that all Work Product whon delivered to Client will be five and clear of any and all claims, liens, mortgages and any other encumbrances of any kind or oharacter (except with respect to the materials furnished by Client) and that the Work Product, ‘will not infringe upon any third party's intellectual property rights or invade a third party's personal rights, including, without limitation, civil rights ot privacy, or violate ‘any federal, state or local Inw, ordinance or regulation. Client shall be responsible for the costs of all Clearances, provided thatthe east of all Clearances must be approved in advance by Client. Notwithstanding the foregoing, if« narrower Clearance is acceptable to Cliont, in lieu ofthe fall rights set forth above, Client and Consultant will work together to determine the appropriate scope of the Clearance, For clarity, in the event that Consultant uses any thitt-party materials in the Content pursuant to fair use, the Client will be notified of such determination in writing in advance (email ta suffice) of the public display of the Content. 419, Asslatanco with Government Inquiry. Consultant agrees to provide, in a timoly manner, all ‘documents and sorvices, including porsonal sorvices, necossary to assist Client in connection with any andi, inquiry or investigation of Client by the Fedoral Blection Commission, lowa Secretary of State, lova Campaign and Hthies Disclosure Boatd or by any other government entity or in connection with any matter tefating to compliance by Client with the federal and state lection laws and their implementing regulations at no additional cost to Client. 20, Legal Restrictions. While acting on behalf of Client, Consultant understands that Consultant shall not, directly or indirectly, solicit, direct, transfer, spend or disburse any funds that do not comply with the relevant provisions of federal and state law, nor shall Consultant solicit any funds fiom sources prohibited under Client’s fundraising policies, While acting on boalf of Client, Consultant shall not solicit any funds for any other entity without the prior veritten approval of Client or Client's euthotized representative. The restrictions ofthis section shail not apply fo any employees of Consultant, as applicable, who are not providing any services to Client, 21, Other Consulting Services. Consulten, including its employees and principals, may provide independent consulting services to other individuals or entities, provided, however, that: a, Such other independent consulting services shall in no way impair Consultant's ability to provide the Services to Client pursuant to this Agreoment. Any individual or entity to which Consultant or Consultants principals is cutrently providing independent consulting services is listed in Exhibit A, noting the instances in ‘which the same individuals will be providing services to both Client and such other clients. ©. In performing consulting work for other individuals ot entities, Consultant shall obsorve n full the confidentiality requirements set forth in Section 16 of his Agreement. 10 a. Conswitant shall avoid at all times activities in the service of other individuals or entities that could present in fact ot in appearance a conflict with the interests of Client. Consultant shall not use any Client resources in connection with its work for any other client In providing services to its other olients: (Consultant may not use or convey any information about the plans, projects, activities, or needs of Client. (i) Consuttent may not use or convey any information used previously by Consultant in providing services to Client ‘Notwithstanding the restrictions set forth in subsection (g) of this Section, nothing shall prevent Consultant from using or conveying information obtained fom a publicly aveilable source, in providing services to its other clients. Consultant shall adopt and comply with a firewall potiey in compliance with 11 GER. § 109.21(h) as necessary to prevent Client or any other individual or entity from making and/or from receiving any excessive or prohibited contribution under the Federal Blection ‘Campaign Act of 1971, as amended, and the regulations ofthe Federal Election Commission, and shal! provide a copy of such written firewall policy to Client. Consultant may not perform services for candidates or groups thet oppose Client of the ‘Democratic Party in eny political campaign without the prior written approval of Client, ‘Consultant may not perform services for any other catrdidates or groups that will be involved in the Towa 2020 caucus without the prior writen approval of Client, 72, Breach by Consultant. Each Patty recognizes that the Services to be rendered under this Agreoment by Consultant aro special, unique and oxtraordinary in character, and thet in the evont ‘of breach by Consultant ofthe terms and conditions of this Agreement to be performed by Consultant, Client shall be entitled, iF it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, ether in law or in equity, to seek damages for any breach of this Agreement, to obtain an injunction restraining Consultant from committing or continuing any violation of this Agreement (including, without limitation, the provisions of Section 16), or to enforce the specific performance of this Agreement by Consultant In addition, if Consultant ‘uses, communicates, or discloses in violation of this Agreement any Confidential Information ‘which includes voter records and votes cast as part of the Client’s caucus, Consultant shall pay Client $5,000 in liquidated damages concerning at least 10,000 voter records, communicated, ot disclosed, plus $2500 in damages per additional 10,000 voter records directly involved ot impliceted by the violation, 23, Maintenance of Records. Consultant shall maintain adequate books and records in a ‘manner consistent with the accounting and professional standards ordinatily followed within Consultants industry, except as Consultant may be otherwise directed by Client, u 4. All books and records maintained by Consultant pursuant to this Agresinent shall be open at all times for inspection and copying by Client for a period up to thirty-six (36) months after expiration or termination of this Agreement. Such books and records shall be ‘maintained separately from the records and files of eny other client of Consultant '. Consultant shall maintain its books nd records on a contemporaneous basis. Material failure to maintsin books and records in the fashion required by this Agreement shall be deemed fo be negligence by Consultant if, after demand by Client, Consultant shall fail to promptly cortect the deficiency. Consultant shall indemnify Client for any additional ‘costs incurred by Client in reviewing, updating, supplementing or otherwise correcting ‘the books snd records of Consultant in connection with any breach of its obligation under this Seotion 23, if, after demand by Citent, Consultant shall fll to promptly correct the breach, ‘©. Consultent shall maintain 9 complete record of all contracts or other agreements for the ‘work relating to the Services rendered pursuant fo this Agreement, including, but not limited to, payments made pursuant to those contracts, sub-contracts and agreements, the identity of the recipients of such payments, the amounts of such payments, and the date of such payments, 4, Pursuant to any request by Client with respect to Federal Election Commission or Towa ‘Campaign Finance and Disclosure Board requirements, document requests or filings, the ‘Consultant hereby agrees to fully cooperate with such request and deliver ina timely ‘manner to Clisnt any and all accurate information, documentation and records concerning ‘the consulting services provided to Client. In Witness Whereof, the parties have caused this agreement to be executed and delivered as of the last date indicated below. Date: pare {0/14 //4 2 EXHIBIT A ‘Current Shadow Consulting Clients © Nevada State Democratic Party EXBIBIT B Shadow Presidential Client/IDP Staffing ‘To avoid conflicts of interest, there will bo no Shadow staff who are providing stratogi input to both the. (Client and any Demoorati presidential campaigns participating ia the Towa Caucases. To that end, the ‘Shaow staf listed below will not be participating inthis engagement and will uot have aecese to ay of the project materials including softwate development plans, Client documentation, or any other documents containing Client’ strategio information, ‘Shadow stafTnot participating in this engagement + Sarah Chabolla, Director of Organizing and Client Success 4