Enver Kerceli

Via E-Mail March 27, 2022 Mr. Enver Kërçeli Mbreteresha Teute 2B, 10000 Prishtina, Kosovo e-mail:-RE: Consulting Agreement – Kosovo E-Governance Activity Proposal Dear Enver: As we have discussed, Millennium Partners Consulting, LLC (“Millennium Partners“) located at Two Boar’s Head Place, Suite 130, Charlottesville, Virginia, 22903 would like to retain the services of Enver Kërçeli (“Enver Kërçeli”) located at Mbreteresha Teute 2B, 10000 Prishtina, Kosovo for an US Agency for International Development Kosovo E-Governance Activity proposal (“Proposal”). The Parties to this agreement (the “Agreement”) are Millennium Partners and Enver Kërçeli (the “Parties”). This Agreement will be effective from the date of signing. Under the terms of this Agreement Millennium Partners will retain the services of Enver Kërçeli for development of cost estimates and a budget and written input into the cost proposal to the US Agency for International Development. The terms of this contract are as follows: 1. Duties: Under this Agreement Enver Kërçeli will provide support for the development of an Kosovo E-Governance Activity cost proposal. This will require research and collecting quotes from vendors and drafting budget narrative and developing the excel budget with the Millennium Partners home office. Millennium Partners will provide some of the possible budget and cost areas that need to be developed. He will report to Brian C. Hannon of Millennium Partners and Emily Donner Senior Accountant. 2. Term: This contract becomes effective upon signing by both parties for a term ending April 30, 2023. The initial total level of effort for this engagement is ten (10) days. It can be renewed by both parties thereafter as mutually agreed in writing. Either party may terminate this agreement for any reason at any time during the term thereof upon notice to the other party. 3. Independent Contractor: Enver Kërçeli is an independent contractor to Millennium Partners. Nothing contained in this agreement shall be construed to create a joint venture or partnership between the Parties. 4. Compensation: Enver Kërçeli shall be paid a daily rate of $300 per day. 5. Invoicing and Payment. Enver Kërçeli will submit a letter invoice summarizing all consulting fees and expenses. Millennium Partners will provide a timesheet and an expense Two Boar’s Head Place- Suite 130 Charlottesville, Virginia , 22903 Tel: - E-mail:- report (see Attachments A and B). Millennium Partners will reimburse Enver Kërçeli for all reasonable business expenses, (e.g. travel, telephone, fax, fedex, copying) related to proposal on behalf of Millennium Partners. All payments will be electronic and the consultant will provide her bank information (see Attachment C: Electronic Data Exchange Form). 6. Indemnity: Both Parties agree to indemnify and hold harmless the other Party, including all officers, directors, employees, agents and its and their respective heirs, legal representatives, successors and assigns, from and against any and all claims, demands, liabilities, expenses (including reasonable attorney's fees and disbursements, court costs, judgments, settlements and fines), whether of omission or commission, that may be committed or suffered in connection with the performance of this Agreement. This paragraph shall survive termination or expiration of this Agreement. 7. Ownership of Work: Millennium Partners shall, solely and exclusively, own all rights in and to any work created by Enver Kërçeli in connection with this Agreement, including all data, documents, information, copyrights, patents, trademarks, trade secrets or other proprietary rights in and to the work. By entering into this Agreement, Enver Kërçeli expressly transfers all such rights to Millennium Partners. Any work created by the Enver Kërçeli hereunder shall be a work for hire as defined in United States Trademark Law. 8. Disclosure: Enver Kërçeli agrees not to disclose any matters of a confidential nature to which she may be or become privy as a result of this Agreement including, but not limited to, information related to the Millennium Partners Kosovo E-Governance Activity proposal for the U.S. Agency for International Development. All information provided by Millennium Partners about its proposal shall be considered confidential irrespective of any marking or explicit written or verbal notification. Upon the expiration or termination of this Agreement, Enver Kërçeli shall surrender to Millennium Partners all confidential material relating to Millennium Partners and its proposal in her possession, of whatever origin and including, without limitation, duplicates, facsimiles, models, prototypes and notes relating thereto. This paragraph shall survive termination or expiration of this Agreement. 9. Conflict of Interest: Recognizing that the consultant, Enver Kërçeli, may have other engagements with other US Agency for International Development contractors, some of which may be competitors of Millennium Partners under the proposed US Agency for International Development proposal, we need to be advised by Mr. Kërçeli either by e-mail or telephonically of any real or potential conflicts of interest. For the duration of this Agreement Mr. Kërçeli agrees to exclusively work for Millennium Partners on the Kosovo E-Governance Activity proposal. This paragraph shall survive termination or expiration of this Agreement. 10. Governing Law / Disputes: This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia. Any dispute arising out of this Agreement or any of the projects or client relationships developed hereunder, shall be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), and judgment upon the award rendered by the arbitrator(s) may be 2 entered in any court having jurisdiction thereof. All arbitration shall be conducted in the Commonwealth of Virginia. 11. Notices: Any notice or other communication required or permitted hereunder shall be delivered in person or sent by telecopy or by first-class mail to the addresses set forth above or such other address as shall be furnished in writing by a party hereto, provided however, that Brian C. Hannon shall be designated for receipt of all notices to Millennium Partners hereunder. Such notice or communication shall be deemed to have been given as of the date so delivered, sent or mailed. 12. Entire Agreement: This Agreement contains the entire understanding of the parties hereto with respect to the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter and may only be modified or discharged by a written document executed by the parties hereto. No terms hereof may be waived or modified except by written amendment. 13. Authority: By his or her signature below, each signatory hereto represents and warrants that he or she is duly authorized to enter this Agreement on behalf of the party he or she purports to represent such that, upon execution and delivery, this Agreement shall be a binding obligation of such party. We look forward to our future collaboration on this Agreement. By our respective signatures hereto, we will be bound hereby. Sincerely, By: Brian C. Hannon, Partner & Chief Executive Officer Millennium Partners Consulting, LLC Date: March 27, 2023 ACCEPTED AND AGREED: BY: Date: March 27, 2023 _________________________ Enver Kërçeli 3