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Servicelllu5 Supporl Services Agreernent <br />Avocei e <br />1.5 Non -Hire <br />7. CLIENT agrees that during the term of this Agreement, and for the non -solicitation period of six months <br />thereafter, shall not, without the prior written consent of VENDOR, induce or attempt to influence, <br />directly or indirectly, an employee or subcontractor of VENDOR to leave the employ of VENDOR: <br />1.6 General <br />8. This agreement will be governed and construed in accordance with the laws of the State of California. <br />9. Time will be of the essence of this agreement. <br />10. Any notice required to be given hereunder will be delivered by hand or mailed by prepaid registered <br />mail to the address on this agreement or at such other address as either party may from time to time <br />designate by notice in writing to the other, and any such notice mailed will be deemed to be received <br />48 hours after mailing. <br />11. This agreement will be binding upon CLIENT and its assigns and the VENDOR, its successors and <br />permitted assigns. <br />1Z A waiver of any provision or breach by the VENDOR of Phis agreement will be effective only if it is in <br />writing and signed by CLIEN I and will not be deemed to be a waiver of any subsequent breach of the <br />same or any other provision of this agreement. <br />13. All materials provided to the VENDOR are to he treated confidentially. <br />14. The copyright for independent work produced prior to the start of this project and brought into this <br />project remains exclusively the copyright of the producing party, all other copyright in the Material will <br />belong to CLIENT. <br />15. The Schedules form an integral part of this agreement. <br />16. No amendment or modification to this agreement will become effective unless the same will have been <br />reduced to writing and duly executed by the parties hereto. <br />17. This agreement, and any amendment made pursuant to Section 18, constitute the entire agreement <br />between the parties. <br />18. Sections 1(b), (c), and (e) of this Agreement will notwithstanding the expiration or earlier determination <br />of the Term, remain and continue in full force and effect. <br />1.7 Signatures <br />Avocette Technologies Inc. <br />Name: Darrel Drab <br />Title VP Local Government <br />Date May 31, 2021 <br />City of Santa Ana <br />Name: <br />ned: <br />Date: <br />City Council 22 - 98 6/15/2021 <br />iv <br />