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understand that each party and its <br />representatives may not trade any type of the <br />other party's securities while in possession of <br />material non-public Confidential Information. <br />Visiphor and the City agree that each party and <br />its representatives are also prohibited from <br />revealing material non-public Information <br />(~~tipping") to others who may trade in the other <br />party's securities or recommending the purchase <br />or sale of the other party's securities to others <br />based upon such Confidential Information. <br />Furthermore, neither party nor its <br />representatives shall trade in the other party's <br />securities unless such party has disclosed its <br />intention to do so and the other party consents <br />to such trading. <br />2.5.7 Solicitation of Employment. Visiphor and the City <br />shall not solicit the employment or retainer or <br />encourage in any manner whatsoever the defection <br />of any respective representatives, employees or <br />staff. <br />Primary Agreement June 15, 2006 Page 10 <br />