PRIME GOVERNMENT SOLUTIONS, INC.

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22EMPLOYEES 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. 22.21Jnless 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 party 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 22 "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 job advertisement which is capable of being responded to by members of the public (or sections thereof) generally. 22.3In 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. 23.2Subject 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 party's address; 24.1.2 Sent by e-mail to that party's e-mail address (with a copy sent by pre -paid to that party's 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 least 5 Business Days' notice in accordance with this clause 24: City of Santa Ana 20 Civic Center, M-(30) Santa Ana, CA 92701 For the attention of: Clerk of Council Prime Government Solutions Inc. 3429 Derry Street Harrisburgh, PA, 17111 For the attention of: PrimeGov Finance billing@primegov.com 24.2Any Notice given in accordance with 24.1 will be deemed to have been served: 24.2.1 if given as set 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