R2025-277 Resolution Authorizing an Agreement with MGT Impact Solutions, LLC for Finance Director

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Administrative and I Executive Roles(Manager Time on Assignment Clerical Roles IT Roles and Above) 0-3 Months 25.00% 30.00% 35.00% 4-6 Months 20.00% 25.00% 30.00% 7-12 Months 15.00% 20.00% 25.00% 13-24 Months 5.00% 5.00% 10.00% 25+Months No Fee No Fee No Fee The conversion fee shall be paid to MGT no later than thirty(30)days after the date the Assigned Employee becomes the Client's employee. SECTION 6 NON-SOLICITATION Section 6.01. Non-Solicitation. The Client acknowledges MGT's legitimate interest in protecting its business for a reasonable time following the termination of this Agreement. Accordingly, the Client agrees that during the Term of this Agreement and for a period of two (2)years thereafter,the Client will not solicit,request,entice or induce Assigned Employee to terminate their employment with MGT,and the Client will not hire Assigned Employee as a permanent or temporary employee. If a Temp-to-Hire option provided for in Section 5.04 is properly exercised by the Client,then this Section 6.01 will not apply. Section 6.02. Injunctive Relief. The Client recognizes that the rights and privileges granted by this Agreement are of a special, unique, and extraordinary character,the loss of which cannot reasonably or adequately be compensated for in damages in any action at law. Accordingly,the Client understands and agrees that MGT is entitled to equitable relief, including a temporary restraining order and preliminary and permanent injunctive relief,to prevent or enjoin a breach of Section 6.01 of this Agreement. The Client also understands and agrees that any such equitable relief is in addition to,and not in substitution for,any other relief to which MGT can recover. Section 6.03. Survival. The provisions of Section 6 survive the expiration or termination of this Agreement. SECTION 7 DISCLOSURE AND INDEMNIFICATION PROVISIONS Section 7.01. Indemnification by MGT. MGT agrees to indemnify,defend and hold the Client and its related entities or their agents,representatives or employees (the "Client Parties") harmless from and against all claims, liabilities,damages,costs and expenses ("Losses") arising out of any of the following: (a) MGT's breach of its obligations under this Agreement; (b) actions or conduct of MGT and its related business entities,their agents,representatives,and employees(the"MGT Parties"),taken or not taken with respect to the Assigned Employees that relate to events or incidents occurring prior or subsequent to the term of this Agreement;or(c)acts or omissions of MGT or any of the MGT Parties including the Assigned Employee,that are the direct and proximate cause of any such Loss. Section 7.02. Indemnification by the Client.The Client agrees to indemnify,defend and hold the MGT Parties harmless from and against all Losses arising out of any of the following: (a) Client's breach of its obligations under this Agreement; (b) activities or conditions associated with the Assignment, including without limitation,the Assigned Employee workers'compensation claims,but only as specifically provided in Section 2.02 of this Agreement; or (c) acts or omissions of Client that are the direct and proximate cause of any such Loss. Notwithstanding the foregoing,the Client shall have no obligation to the MGT parties under this Section with respect to Losses arising out of events or incidents occurring before or after the term of this Agreement. 5 MGT.us