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PRIME G 0 V 21.2.3 it will not be entitled to payment from the other party in respect of extra costs and expenses incurred by virtue of the Force Majeure. 21.3 If the Force Majeure in question continues for more than three months a party may give written notice to the other to terminate this Agreement. The notice to terminate must specify the termination date, which must not be less than 15 days and once such notice has been validly given, this Agreement will terminate on that termination date. 21.4 If the Agreement is terminated in accordance with clause 21.3, then neither party will have any liability to the other except that rights and liabilities which accrued prior to such termination will continue to exist. 22 EMPLOYEES NON -SOLICITATION 22.1 Notwithstanding any degree of supervision exercised by either party over employees of the other, in no circumstances will the relationship of employer and employee be deemed to arise between either party and an employee of the other. 22.2 Unless this Agreement is earlier terminated by reason of the Supplier's Insolvency ('insolvency Event") when no such restrictions shall apply, during the term of this Agreement and for a period of six months after its termination, Customer will not and will ensure that its Affiliates will not, directly or Indirectly, without the prior written consent of the other, solicit, or permit any of its group companies to solicit or entice, the employment of any person who is employed by the other parry or any of its group companies and whose role either wholly or partly relates to the provision of the Service or the performance of this Agreement. For the purposes of this clause 2 2 "solicit" or "entice" means the soliciting or enticing of such person with a view to engaging such person as an employee, director, sub -contractor, consultant or independent contractor or through a company owned by such person or his or her family, but will not apply in the case of any such person responding without enticement to a jab advertisement which is capable of being responded to by members of the public (or sections thereof) generally. 22.3 In such circumstances where the Supplier suffers an Insolvency Event, nothing in this clause 22 will prohibit the Customer from soliciting or enticing or attempting to solicit or entice the employment of any of the key personnel for the duration of that Insolvency Event. 23 ASSIGNMENT 23.1 Either party may assign, novate or deal in any other manner with any of its rights and obligations under this Agreement with the prior written consent of the other. 23.2 Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and permitted assigns. 24 NOTICES 24.1 Notices will be in writing, in the English language, marked for the attention of the specified representative of the party to be given the notice or communication and: 24.1.1 sent by pre -paid first-class post to that parry's address; 24.1.2 sent by e-mail to that parry's e-mail address (with a copy sent by pre -paid to that parrys address within 24 hours after sending the e-mail). The address, e-mail address and representative for each party are set out below and may be changed by that party giving at WAS Business Days' notice in accordance with this clause 24: City of Santa Ana 20 Civic Center Prime Government Solutions Inc. Plaza, M-30 3429 Derry Street Santa Ana, CA Harrisburgh, PA, 17111 92701 For the attention of: Clerk of Council For the attention of: PrimeGov Finance billing@primegov.com 24.2 Any Notice given in accordance with 24.1 will be deemed to have been served: 24.2.1 if given asset out in clause 24.1.1 at 9.00 am on the second Business Days after the date of posting; 24.2.2 if given as set out in clause 21.2.324.1.2, at the time of sending (except that if an automatic electronic notification is received by the sender within 24 hours after sending the e-mail informing the sender that the e-mail has not been delivered to the recipient or that the recipient is out of the office, that e-mail will be deemed not to have been served); 25 RELIANCE ON REPRESENTATIONS 25.1 The Customer acknowledges that this Agreement has not been entered into wholly or partly in reliance on, nor has the Supplier given or made, any warranty, statement, promise or representation other than as expressly set out in this Agreement. 25.2 Nothing in this clause 25 will exclude any liability which one party would otherwise have to the other party in respect of any statements made fraudulently. 26 SET-OFF OR WITHHOLDING All payments to be made by the Customer to the Supplier under this Agreement will (in the absence of express written agreement from the Supplier) be made in full without any set-off, restriction or condition and without any deduction or withholding for or on account of any counterclaim or any present or future taxes, levies, duties, charges, fees, deductions or withholdings of any nature unless the Customer is required