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If to MERIDIAN: With a copy to: If to CLIENT: ATTN : With a copy to : <br />ATTN: Contracts ATTN: Legal Lori Schnaider , HR Clerk of Council <br />Meridian Departme nt City of Sa nta Ana City of Santa Ana <br />Knowledge Meridian 20 Civic Center Plaza 20 Civic Center Plaza <br />Solutions, LLC Knowle dge M-24 M-30 <br />80 Iron Point Solutions, L LC P.O. Box 1988 P.O. Box 1988 <br />Circle 80 Iron Point Santa Ana, CA 92701 Santa Ana , CA 92701 <br />Suite 100 , Circle <br />Folsom, CA Suite 100 <br />95630 Folsom, CA <br />95630 <br />22. No Partnership or Joint Venture <br />Nothing in this agreement is intended to or shall operate to create a pa rtnershi p between the <br />pa rtie s, or authorize either party to act as agent for the other, and neither party shal l have t he <br />authority to act in the name or on beha lf of or otherwise to bind the o th er in any way (incl uding , <br />but not lim ited to, the making of any representation or wa rranty, the assumption of any obligation <br />or liabi lity and th e exe rcise of any right or power). This Agreement sha ll not prevent MERIDIAN <br />from entering into sim ilar agreements w ith th ird parties, or from independently developing , using , <br />selling or licensing documentation, prod u cts and/or services wh ich are similar to those provided <br />under th is Agreement. <br />23 . Non-Sollcltatlon <br />In addition to the obligatio n s set forth in Section 5, during the term of this Agreement and for a <br />period of twelve (12) months immediately fo llowing the last occurrence of any introd uctions , <br />interviews, or provision of services under this Agreement, the PARTIES agree not to sol icit or hire , <br />ind irectly or directly, in either an employee or independent contra cto r ca pacity, any individ ual who <br />(i) was introduced under thi s Agreement; ( ii) the PART! ES have interviewed under this Agreement; <br />(i ii) has provided services under this Agreemen t , or (iv) the PARTIES or its employees, <br />representati ves and or agents have received information about or as the result of any introd uction , <br />interview or service provided under th is Ag reement. Should a PARTY breach th is Section of the <br />Agreement in any instance the brea ching PA RTY will pay the oth er PARTY an amount of two (2) <br />times the the n curre nt annual sa lary (includ ing any applicable bonus compensation) of the <br />individual sol icited . Said payment w ill be made within fifteen (15) calendar days of the breach as <br />notified i n writing by the non-breaching PARTY . The Parties heret o further agree that the limit on <br />liabi lity as defin ed herein does not apply to this Section 23. <br />24. Disputes and Arbitration <br />a. The parties agree that in the event of a dispute or alleged breach they will work together in g ood <br />faith to resolve the matter internally by escalating it to hig her levels of managemen t and, if <br />Saas Agreement: Multi-Tenant meridianks.com   <br />  <br />City Council 14 – 19 8/5/2025